WARD, ROVELL & VAN EEPOEL, P.A.
                                    TAMPA, FL
                            AMENDMENT AND RESTATEMENT

                                     OF THE

                      PSS WORLD MEDICAL, INC. SAVINGS PLAN



                          Effective as of April 1, 2002



<PAGE>




                            AMENDMENT AND RESTATEMENT
                                     OF THE
                      PSS WORLD MEDICAL, INC. SAVINGS PLAN


                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                               Page


<S>                                                                                                               <C>
ARTICLE I             Definitions...............................................................................I-1


ARTICLE II            Amendment and Restatement of the Plan....................................................II-9


ARTICLE III           Purpose of the Plan and the Trust.......................................................III-9


ARTICLE IV            Plan Administrator.......................................................................IV-9


ARTICLE V             Eligibility and Participation.............................................................V-9


ARTICLE VI            Contributions to the Trust...............................................................VI-9


ARTICLE VII           Participants' Accounts..................................................................VII-9


ARTICLE VIII          Benefits Under the Plan................................................................VIII-9


ARTICLE IX            Payments of Benefits.....................................................................IX-9


ARTICLE X             Preretirement Withdrawals.................................................................X-9


ARTICLE XI            Directed Investments.....................................................................XI-9


ARTICLE XII           Trust Fund..............................................................................XII-9


ARTICLE XIII          Expenses of Administration of the Plan and the


                      Trust Fund.............................................................................XIII-9


ARTICLE XIV           Amendment and Termination...............................................................XIV-9


ARTICLE XV            Miscellaneous............................................................................XV-9

</TABLE>


<PAGE>



                            AMENDMENT AND RESTATEMENT
                                     OF THE
                      PSS WORLD MEDICAL, INC. SAVINGS PLAN

         This Amendment and Restatement of the PSS World Medical, Inc. Savings
Plan (formerly known as the PSS World Medical, Inc. Employee Stock Ownership and
Savings Plan) is made and entered into effective for all purposes as of April 1,
2002, except as otherwise set forth herein, by PSS World Medical, Inc. (the
"Company").


                              W I T N E S S E T H:

         WHEREAS, the Company has previously adopted the PSS World Medical, Inc.
Employee Stock Ownership and Savings Plan, which has been amended from time to
time (as amended, the "Plan"); and

         WHEREAS, the Company is authorized and empowered to amend the Plan; and

         WHEREAS, the Company deems it advisable and in the best interests of
the Participants to amend the Plan to provide for Participant directed
investment of all Accounts and to convert the Plan from an employee stock
ownership plan to a profit sharing plan.

         NOW, THEREFORE, the Plan is hereby amended and restated in its entirety
to read as follows:

                                    ARTICLE I

                                   Definitions

     1.1  "Account" or "Accounts"  shall mean,  as required by the context,  the
entire amount held from time to time for the benefit of any one Participant,  or
a  portion  thereof  attributable  to  a  Participant's  Elective  Contributions
Account,   Employer  Contributions  Account,   Matching  Contributions  Account,
Qualified Matching Contributions Account,  Qualified Non-Elective  Contributions
Account, and/or Rollover/Merger Account.

     1.2 "Actual Contribution Percentage" shall mean, with respect to a group of
Participants  for the Plan Year, the average of the Actual  Contribution  Ratios
(calculated  separately for each member of the group) of each Participant who is
a member of such group.

     1.3  "Actual  Contribution  Ratio"  shall  mean the ratio of the  amount of
Matching Contributions (including any Elective Contributions, Qualified Matching
Contributions,  and Non-Elective  Contributions  that may be treated as matching
contributions in accordance with Treasury  Regulation Section  1.401(m)-1(b)(5))
made  on  behalf  of  a  Participant  for  a  Plan  Year  to  the  Participant's
Compensation for the Plan Year.

                                      I-1
<PAGE>

     1.4 "Actual  Deferral  Percentage"  shall mean,  with respect to a group of
Participants  for the Plan  Year,  the  average of the  Actual  Deferral  Ratios
(calculated  separately for each member of the group) of each Participant who is
a member of such group.

     1.5 "Actual  Deferral Ratio" shall mean the ratio of the amount of Elective
Contributions  (including Elective Contributions by Highly Compensated Employees
in excess  of the  limitation  set  forth in  section  6.1(b)(1)  to the  extent
required by Treasury Regulation Section 1.402(g)-1(e)(1)(ii),  and any Qualified
Matching  Contributions  and  Non-Elective  Contributions  treated  as  Elective
Contributions  made  on  behalf  of  a  Participant  for  a  Plan  Year  to  the
Participant's Compensation for the Plan Year.

     1.6"Additional  Elective Deferral  Contributions" shall mean a contribution
pursuant to section 6.2 by an Employer on behalf of a Participant.

     1.7 "Administrator" shall mean the Plan Administrator.

     1.8 "Affiliate"  shall mean,  with respect to an Employer,  any corporation
other than such Employer that is a member of a controlled group of corporations,
within the meaning of Section  414(b) of the Code,  of which such  Employer is a
member;  all other  trades or  businesses  (whether or not  incorporated)  under
common  control,  within the  meaning of Section  414(c) of the Code,  with such
Employer;  any service organization other than such Employer that is a member of
an affiliated  service group,  within the meaning of Section 414(m) of the Code,
of which such Employer is a member;  and any other organization that is required
to be  aggregated  with such  Employer  under  Section  414(o) of the Code.  For
purposes of determining the limitations on Annual  Additions,  the special rules
of Section 415(h) of the Code shall apply.

     1.9 "Agreement and Declaration of Trust" shall mean the agreement providing
for the Trust Fund or Funds, as entered into between the Company and the Trustee
and as the agreement may be amended from time to time.

     1.10 "Annual  Additions" shall mean, with respect to a Limitation Year, the
sum of:
         (a) the amount of the contributions made by the Employers (including
         elective contributions other than amounts distributed as "excess
         deferrals" in accordance with Treasury Regulation Section
         1.402(g)-1(e)(2) or (3)) and allocated to the Participant under any
         defined contribution plan maintained by an Employer or an Affiliate;
         provided, however, that Additional Elective Deferral Contributions (and
         any other contribution subject to Section 414(v) of the Code and made
         to any defined contribution plan maintained by an Employer or an
         Affiliate) shall not be taken into account;

                                      I-2
<PAGE>

          (b) the amount of the  Employee's  contributions  (other than Rollover
          Contributions,  if any) to any contributory  defined contribution plan
          maintained by an Employer or an Affiliate;

          (c) any forfeitures  separately allocated to the Participant under any
          defined  contribution  plan maintained by an Employer or an Affiliate;
          and

          (d) if the  Participant is a Key Employee,  to the extent  required by
          law, any contributions  allocated to any individual  account on behalf
          of such  Participant  under Section  401(h) or Section  419A(d) of the
          Code.

     1.11 "Board of Directors"  and "Board" shall mean the board of directors of
the Company  or, when  required by the  context,  the board of  directors  of an
Employer other than the Company.

     1.12  "Break  in  Service"  shall  mean a  12-month  Plan  Year in which an
Employee  has 500 or fewer Hours of Service,  and it shall be deemed to occur on
the last day of any such Plan Year. For any Plan Year of less than 12 months,  a
"Break in Service"  shall be credited to an Employee  who has 500 or fewer Hours
of Service during the 12-month  period  beginning on the first day of such short
Plan Year.

     1.13 "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  or
any successor statute. Reference to a specific section of the Code shall include
a reference to any successor provision.

     1.14 "Company" shall mean PSS World Medical, Inc. and its successors.

     1.15 "Company Stock Fund" shall mean the trust fund  established  under the
Agreement  and  Declaration  of Trust  between the Company and the Trustee  from
which  the  amounts  of  supplementary  compensation  provided  by the  Plan and
invested  primarily  in common  stock of the Company are to be paid or are to be
funded.

     1.16 "Compensation"

          (a) The term "Compensation" shall mean the regular salaries and wages,
          overtime  pay,  bonuses,  commissions  and  other  amounts  paid by an
          Employer   and   taxable  to  the   Employee,   as  well  as  elective
          contributions  made on behalf of the Employee to this Plan pursuant to
          Section 401(k) of the Code,  elective  contributions made on behalf of
          the Employee to any cafeteria plan maintained by an Employer  pursuant
          to Section 125 of the Code, and, effective for Plan Years beginning on
          or after January 1, 2001,  elective  amounts on behalf of the Employee
          that are not  includable  in his gross  income  by  reason of  Section
          132(f)(4) of the Code. The term "Compensation" shall not include third
          party  disability  payments,  tax deferred stock  options,  deductible
          relocation expense payments,  credits or benefits under this Plan, any
          amount contributed to any pension, employee welfare, life insurance or
          health   insurance   plan  or   arrangement   (other   than   elective
          contributions  to this  Plan and any  cafeteria  plan),  or any  other
          tax-favored fringe benefits.

                                      I-3
<PAGE>

          (b) For purposes of determining a Participant's Actual Deferral Ratios
          and Actual  Contribution  Ratios, an Employer may limit the period for
          which  Compensation  is taken into account to that portion of the Plan
          Year in which the Employee was a Participant  so long as this limit is
          applied  uniformly  to all eligible  Employees  under the Plan for the
          Plan Year.

          (c) The annual  Compensation of each Participant taken into account in
          determining allocations for any Plan Year beginning after December 31,
          2001,  shall not exceed  $200,000.00,  as adjusted for  cost-of-living
          increases in accordance with Section 401(a)(17)(B) of the Code. Annual
          Compensation  means  Compensation  during  the Plan Year or such other
          consecutive  12-month  period  over which  Compensation  is  otherwise
          determined under the Plan. The cost-of-living adjustment in effect for
          a calendar year applies to annual  Compensation for the  determination
          period that begins with or within such calendar year.

     1.17  "Direct  Rollover"  shall  mean a  payment  of an  Eligible  Rollover
Distribution  by the  Plan  to an  Eligible  Retirement  Plan  specified  by the
Distributee.

     1.18 "Distributee" shall mean

          (a) a Participant, or former Participant,  who is entitled to benefits
          payable as a result of his  retirement,  disability or other severance
          from employment as provided in Article VIII,

          (b) a  Participant's,  or  former  Participant's,  surviving  Eligible
          Spouse who is entitled to death benefits  payable  pursuant to section
          8.4, and

          (c) a Participant's, or former Participant's,  spouse or former spouse
          who is the alternate payee under a qualified domestic relations order,
          as defined in Section 414(p) of the Code, entitled to benefits payable
          as provided by section 15.2(b).

     1.19  "Early  Retirement  Date"  shall  mean  the  first  date  on  which a
Participant has reached the age of 55 years and completed ten Years of Service.

     1.20 "Earnings"  attributable to any Pooled Investment Fund (other than any
pooled Employer Securities  Accounts or Other Investments  Accounts) shall mean,
with respect to a Valuation Period, the aggregate of the unrealized appreciation
or depreciation accruing to the Pooled Investment Fund during such a period; and
the income  earned or the loss  sustained by the Pooled  Investment  Fund during
such period,  whether from  investments  or from the sale or exchange of assets.


                                      I-4
<PAGE>

The Earnings  attributable to a separate portion of a Segregated Investment Fund
(other than any segregated  Employer  Securities  Accounts or Other  Investments
Accounts) credited to a Participant's  Account for any Valuation Period shall be
determined by multiplying the number of shares of the Segregated Investment Fund
credited to the  Participant's  Account by the  difference  between the value of
each share for the current  Valuation Date and the value of each share as of the
most recent preceding  Valuation Date. The Earnings  attributable to any portion
of the Company Stock Fund credited to any Other Investments Accounts shall mean,
with respect to a Valuation  Period,  (i) cash  dividends  received on shares of
Employer  Securities  and (ii) the aggregate of the unrealized  appreciation  or
depreciation occurring in the value of, and that portion of the income earned or
the loss sustained by, the Other Investments Account during such period.

     1.21 "Effective Date" of this Amendment and Restatement shall mean April 1,
2002, except as otherwise set forth herein.

     1.22 "Elective  Contribution" shall mean a contribution pursuant to section
6.1 by an Employer on behalf of a Participant.

     1.23 "Elective  Contributions  Account"  shall mean an account  established
pursuant to section 7.2 with  respect to  contributions  made to this Plan under
salary reduction  agreements  pursuant to section 6.1. A Participant's  Elective
Contributions  Account shall include Additional Elective Deferral  Contributions
made to this Plan pursuant to section 6.2. In addition, a Participant's Elective
Contribution Account shall include amounts previously credited

          (a) as salary reduction contributions to the 401(k) Plan (and earnings
          attributable thereto) on behalf of the Participant prior to the merger
          of the 401(k) Plan with this Plan effective October 1, 1993,

          (b) to the Participant's "Employer Contributions Account" in this Plan
          as of December 31, 1995,  under the terms of this Plan in effect as of
          such date,

          (c) to the Participant's "ESOP Elective Contributions Account" in this
          Plan under the terms of this Plan as in effect as of July 31, 1999,

          (d) to the Participant's  "401(k) Elective  Contributions  Account" in
          this  Plan  under  the  terms of this Plan as in effect as of July 31,
          1999,

          (e) to the Participant's  "Elective  Contributions Account" in the PSS
          ESOP as of the date of its merger with this Plan,

          (f) as  salary  reduction  contributions  (and  earnings  attributable
          thereto)  credited  to  the  "Merger  Accounts"  attributable  to  the
          Participant  in this Plan under the terms of this Plan as in effect as
          of July 31, 1999,

                                      I-5
<PAGE>

          (g) as  salary  reduction  contributions  (and  earnings  attributable
          thereto) on behalf of the  Participant to the PSS/Taylor Plan prior to
          the merger of the PSS/Taylor  Plan with this Plan effective  April 21,
          2000,

          (h)  as  salary  deferral  contributions  (and  earnings  attributable
          thereto) on behalf of the  Participant to the National Med Supply Plan
          prior to the merger of the  National  Med  Supply  Plan with this Plan
          effective August 1, 2001, and

          (i) to the Participant's "Elective Contributions Account" in this Plan
          under  the terms of this Plan as in  effect  immediately  before  this
          Amendment and Restatement.

     1.24 "Eligibility  Date" shall mean the first day of each Plan Year and the
first day of each calendar month within the Plan Year.

     1.25 "Eligible Retirement Plan" shall mean 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, an annuity contract described in Section 403(b) of the Code,
a qualified  trust  described in Section 401(a) of the Code, or an eligible plan
under  Section  457(b) of the Code  which is  maintained  by a state,  political
subdivision of a state, or any agency or instrumentality of a state or political
subdivision  of a state  and which  agrees to  separately  account  for  amounts
transferred  into such  plan  from this  Plan,  that,  in each  case,  accepts a
Distributee's Eligible Rollover Distribution.

     1.26 "Eligible Rollover Distribution" shall mean any distribution of all or
any portion of the balance to the credit of a Distributee, other than:

          (a) any distribution  that is one of a series of  substantially  equal
          periodic payments (not less frequently than annually) made

               (1) for the life (or life expectancy) of the Distributee,  or the
               joint lives (or life  expectancies)  of the  Distributee  and the
               Distributee's designated beneficiary, or

               (2) for a specified period of ten years or more;

          (b) any distribution to the extent such distribution is required under
          Section 401(a)(9) of the Code; and

          (c) the portion of any  distribution  that is not  includible in gross
          income (determined  without regard to the exclusion for net unrealized
          appreciation with respect to employer securities); and

          (d) any hardship withdrawal.

                                      I-6
<PAGE>

Notwithstanding  the preceding  provisions of this section, an Eligible Rollover
Distribution shall not include one or more distributions during a Plan Year with
respect to a Participant  if the aggregate  amount  distributed  during the Plan
Year is less than $200  (adjusted  under such  regulations as may be issued from
time to time by the Secretary of the Treasury).

     1.27 "Eligible Spouse" shall mean a Participant's husband or wife.

     1.28 "Employee"

          (a) The term "Employee"  shall mean any person employed by an Employer
          or an Affiliate other than:

               (1) a  member  of a  collective  bargaining  unit  if  retirement
               benefits  were a subject of good faith  bargaining  between  such
               unit and an Employer, and

               (2) a nonresident  alien who does not receive  earned income from
               sources within the United States.

          (b) The term "Employee"  shall also include any leased employee of the
          Employer;  provided,  however, that contributions or benefits provided
          by  the  leasing   organization  that  are  attributable  to  services
          performed  for such  Employer  shall be  treated as  provided  by such
          Employer.  The  preceding  sentence  shall  not  apply  to any  leased
          employee if:

               (1) leased  employees do not constitute  more than twenty percent
               (20%) of the  Employer's  Non-Highly  Compensated  Employees  (as
               determined without regard to this section 1.28(b), and

               (2) such leased  employee is covered by a money purchase  pension
               plan providing:

                    (A) a nonintegrated  employer  contribution rate of at least
                    10% of  compensation  (as  defined in Section  414(n) of the
                    Code),

                    (B) immediate participation, and

                    (C) full and immediate vesting.

          (c) The term "leased  employee,"  as used in this  section,  means any
          person  (other than an employee of the Employer)  who,  pursuant to an
          agreement   between  the  Employer  and  any  other  person  ("leasing
          organization"),  has  performed  services for the Employer (or for the
          Employer  and one or more  Affiliates)  on a  substantially  full time
          basis for a period of at least one year and the individual's  services
          are performed under the primary direction or control of such Employer.

                                      I-7
<PAGE>

     1.29  "Employer"  shall mean the Company,  Diagnostic  Imaging,  Inc., Gulf
South Medical Supply, Inc., PSS Service, Inc., WorldMed, Inc., Physician Sales &
Service  Limited  Partnership,  Physician  Sales & Service,  Inc., and any other
subsidiary,  related corporation, or other entity that adopts this Plan with the
consent of the Company.

     1.30 "Employer  Discretionary  Contribution"  shall mean a contribution  in
cash or Employer  Securities pursuant to section 6.4 by an Employer on behalf of
a Participant.

     1.31 "Employer  Contributions  Account"  shall mean an account  established
pursuant  to  section  7.2  with  respect  to  contributions  made  as  Employer
Discretionary  Contributions  pursuant to section 6.4. A Participant's  Employer
Contributions Account shall include amounts previously credited

          (a) to the Participant's "ESOP Matching Contributions Account" in this
          Plan under the terms of the Plan in effect  immediately  before August
          1, 1999,

          (b) to the Participant's "ESOP Employer Contributions Account" in this
          Plan under the terms of the Plan in effect  immediately  before August
          1, 1999, and

          (c) to the Participant's  "Employer Contributions Account" in the Plan
          immediately before this Amendment and Restatement.

     1.32 "Employer Securities" shall mean common stock, any other type of stock
or any  marketable  obligation (as defined in Section 407(e) of ERISA) issued by
the Company or any Affiliate of the Company.

     1.33  "Employer  Securities  Account"  shall mean a subaccount  that may be
established  pursuant to section 7.2 with respect to amounts  invested in common
stock of the Company held within the Company Stock Fund.

     1.34 "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
1974, as amended, or any successor statute.  References to a specific section of
ERISA shall include references to any successor provisions.

     1.35 "Fair  Market  Value"  shall mean,  for  purposes of the  valuation of
Employer  Securities,  the closing price (or, if there is no closing price, then
the closing bid price) of such Employer  Securities as reported on the Composite
Tape,  or if not  reported  thereon,  then such price as reported in the trading
reports of the principal  securities exchange in the United States on which such
Employer  Securities are listed, or if the Employer Securities are not listed on
a securities  exchange in the United States, the mean between the dealer closing
"bid"  and "ask"  prices  on the  over-the-counter  market  as  reported  by the
National  Association of Securities Dealers Automated Quotation System (NASDAQ),


                                      I-8
<PAGE>

or NASDAQ's  successor,  or if not reported on NASDAQ,  the fair market value of
the  securities as  determined in good faith and based on all relevant  factors;
provided, however, that the Fair Market Value of Employer Securities not readily
tradable  on  an  established  securities  market  shall  be  determined  by  an
independent appraiser pursuant to Section 401(a)(28)(C) of the Code.

     1.36 "401(k) Plan" shall mean the Physician  Sales & Service,  Inc.  401(k)
Plan, as established  and  maintained by the Employers  prior to its merger into
this Plan effective as of October 1, 1993.

     1.37 "Fund" shall mean an investment fund  established  pursuant to Article
XI.

     1.38  "Hardship"  shall mean an immediate and heavy  financial  need of the
Participant  for which a  distribution  from the  Participant's  Rollover/Merger
Account and Elective Contributions Account is necessary to satisfy such need, as
described in section 10.1.

     1.39 "Highly Compensated Employee"

          (a) The term "Highly Compensated Employee" shall mean any Employee:

               (1) who was a 5% owner of an Employer or an Affiliate  during the
               Plan Year or the immediately preceding Plan Year; or;

               (2)  whose  Section  415   Compensation  was  more  than  $80,000
               (adjusted  under  such  regulations  as  may  be  issued  by  the
               Secretary of the Treasury)  for the  immediately  preceding  Plan
               Year,  and who was a member  of the  "top  paid  group"  for such
               preceding  Year. As used herein,  "top paid group" shall mean all
               Employees  who  are  in the  top  20%  of  the  Employer's  or an
               Affiliate's  work force (without  regard to employees  excludable
               pursuant  to Section  414(q) of the Code) on the basis of Section
               415 Compensation paid during the year.

          (b) The term "Highly Compensated  Employee" shall also mean any former
          Employee who separated  from service (or was deemed to have  separated
          from  service)  prior to the Plan Year,  performs  no  service  for an
          Employer  during the Plan Year,  and was an actively  employed  Highly
          Compensated Employee in the separation year or any Plan Year ending on
          or after the date the Employee attained age 55.

     1.40 "Hour of Service"

          (a) The term "Hour of Service" shall mean

               (1) an hour  for  which  an  Employee  is paid,  or  entitled  to
               payment,  for the  performance  of duties for an  Employer  or an
               Affiliate;

                                      I-9
<PAGE>

               (2) an hour  for  which  an  Employee  is paid,  or  entitled  to
               payment, by an Employer or an Affiliate on account of a period of
               time  during  which no  duties  are  performed  (irrespective  of
               whether  the  employment  relationship  has  terminated)  due  to
               vacation,  holiday,  illness,  incapacity (including disability),
               lay-off,   jury  duty,   military   duty  or  leave  of  absence.
               Notwithstanding the preceding,

                    (A) no more  than 501  Hours of  Service  shall be  credited
                    under this section  1.40(a)(2)  to an Employee on account of
                    any  single  continuous  period  during  which the  Employee
                    performs no duties  (whether or not such period  occurs in a
                    single Plan Year);

                    (B) an hour for which an Employee is directly or  indirectly
                    paid, or entitled to payment,  on account of a period during
                    which no duties are  performed  shall not be credited to the
                    Employee  if  such  payment  is  made  or due  under  a plan
                    maintained   solely  for  the  purpose  of  complying   with
                    applicable   workmen's    compensation,    or   unemployment
                    compensation or disability insurance laws; and

                    (C) an hour shall not be credited for a payment which solely
                    reimburses  an  Employee  for medical or  medically  related
                    expenses incurred by the Employee; and

               (3) an hour for which back pay,  irrespective  of  mitigation  of
               damages,  is either  awarded  or agreed to by an  Employer  or an
               Affiliate;  provided,  that the same Hour of Service shall not be
               credited both under section 1.40(a)(1) or section 1.40(a)(2),  as
               the case may be, and under this section 1.40(a)(3).  Crediting of
               an Hour of Service for back pay awarded or agreed to with respect
               to periods  described in section  1.40(a)(2)  shall be subject to
               the limitations set forth in that section.

The definition set forth in this section 1.40(a) is subject to the special rules
contained in Department of Labor Regulations  Sections  2530.200b-2(b)  and (c),
and any regulations  amending or superseding such sections,  which special rules
are  hereby  incorporated  in the  definition  of  "Hour  of  Service"  by  this
reference.

          (b) Each  Employee  who is not  required  to  maintain  records of his
          actual  Hours of Service  during any month shall be credited  with 190
          Hours of Service for such month if he would be credited  with at least
          one Hour of Service during such month under section 1.40(a).

          (c) (1) Notwithstanding the other provisions of this "Hour of Service"
          definition, in the case of an Employee who is absent from work for any
          period by reason of her  pregnancy,  by reason of the birth of a child
          of the  Employee,  by  reason  of the  placement  of a child  with the


                                      I-10
<PAGE>


          Employee in connection with the adoption of such child by the Employee
          or for  purposes  of caring  for such  child for a  reasonable  period
          beginning immediately following such birth or placement,  the Employee
          shall be treated as having those Hours of Service described in section
          1.40(c)(2).

          (2) The Hours of  Service  to be  credited  to an  Employee  under the
          provisions  of  section  1.40(c)(1)  are the  Hours  of  Service  that
          otherwise  would  normally have been credited to such Employee but for
          the absence in question or, in any case in which the Plan is unable to
          determine such hours,  eight Hours of Service per day of such absence;
          provided,  however, that the total number of hours treated as Hours of
          Service under this section  1.40(c) by reason of any such pregnancy or
          placement shall not exceed 501 hours.

          (3) The hours treated as Hours of Service  under this section  1.40(c)
          shall be credited only in the Plan Year in which the absence from work
          begins, if the crediting is necessary to prevent a Break in Service in
          such Plan Year or, in any other  case,  in the  immediately  following
          Plan Year.

          (4)  Credit  shall be given for Hours of Service  under  this  section
          1.40(c) solely for purposes of determining  whether a Break in Service
          has occurred for participation or vesting  purposes;  credit shall not
          be  given  hereunder  for  any  other  purposes  (including,   without
          limitation, benefit accrual).

          (5)  Notwithstanding  any other provision of this section 1.40(c),  no
          credit shall be given under this section  1.40(c)  unless the Employee
          in question  furnishes to the Administrator such timely information as
          the Administrator may reasonably require to establish that the absence
          from work is for  reasons  referred to in section  1.40(c)(1)  and the
          number of days for which there was such an absence.

     1.41 "Key Employee" shall mean any employee or former  employee  (including
any deceased  employee)  who, at any time during the Plan Year that includes the
determination  date, was an officer of an Employer or an Affiliate having annual
compensation  greater than $130,000 (as adjusted under Section  416(i)(1) of the
Code for Plan Years  beginning after December 31, 2001), a 5-percent owner of an
Employer or an  Affiliate,  or a 1-percent  owner of an Employer or an Affiliate
having annual compensation of more than $150,000. For this purpose, compensation
means  compensation  within the meaning of Section  415(c)(3)  of the Code.  The
determination  of who is a Key Employee will be made in accordance  with Section
416(i)(1)  of the Code and the  applicable  regulations  and other  guidance  of
general applicability issued thereunder.

                                      I-11
<PAGE>

     1.42 "Leave of  Absence"  shall mean the time  granted to an  Employee  for
vacation,  sick leave,  temporary layoff or other purposes, all as authorized in
accordance  with uniform rules adopted by his Employer from time to time.  Leave
of Absence  shall also  include  the time that an  Employee  serves in the armed
forces of the United States of America during a period of national  emergency or
as a result of the operation of a compulsory  military service law of the United
States of America,  and during any period  after his  discharge  from such armed
forces in which his employment rights are guaranteed by law.

     1.43 "Limitation Year" shall mean the Plan Year.

     1.44 "Matching  Contribution" shall mean a contribution pursuant to section
6.3(a)(2) by an Employer on behalf of a Participant.

     1.45 "Matching  Contributions  Account"  shall mean an account  established
pursuant to section 7.2 with respect to Matching  Contributions made pursuant to
section  6.3(a)(2),  and  shall  include  amounts  previously  credited  to  the
Participant's  "Non-ESOP Matching  Contribution  Account" in this Plan under the
terms  of  this  Plan  as  in  effect  immediately  before  this  Amendment  and
Restatement.

     1.46 "Matching Contributions  Allocation Period" shall mean the three-month
period  ending each March 31,  June 30,  September  30 and  December 31 for Plan
Years  beginning  on or after  April 1, 2001,  or such  other  periods as may be
selected by the Company.

     1.47  "National Med Supply Plan" shall mean the National Med Supply Company
401(k)  Savings Plan, as maintained by Gulf South Medical Supply  Company,  Inc.
prior to its merger into this Plan effective as of August 1, 2001.

     1.48  "Non-Elective  Contribution"  shall mean a  contribution  pursuant to
section 6.5 by an Employer on behalf of a Participant.

     1.49 "Non-Highly Compensated Employee" shall mean, with respect to any Plan
Year, an Employee who is not a Highly Compensated Employee.

     1.50  "Non-Key  Employee"  shall mean,  with  respect to any Plan Year,  an
Employee  or  former  Employee  who is not a Key  Employee  (including  any such
Employee who formerly was a Key Employee).

     1.51 "Normal  Retirement  Date" shall mean the date on which a  Participant
attains the age of 65 years.

     1.52  "Other  Investments  Account"  shall  mean a  subaccount  established
pursuant to section 7.2 with  respect to amounts  invested in assets  other than
common stock of the Company held within the Company Stock Fund.

     1.53 "Participant"  shall mean any eligible Employee of an Employer who has
become a Participant  under the Plan and shall include any former employee of an
Employer who became a Participant under the Plan and (1) who still has a balance
in an  Account  under  the  Plan  or  (2)  is  entitled  to an  allocation  of a
contribution pursuant to section 7.5(b).



                                      I-12
<PAGE>

     1.54 "Plan" shall mean the PSS World Medical,  Inc.  Savings Plan as herein
set forth, as it may be amended from time to time.

     1.55 "Plan Administrator" shall mean the Company.

     1.56 "Plan Year"  shall mean the  12-month  period  ending on March 31st of
each year.

     1.57 "Pooled  Investment Fund" shall mean a Fund established  under Article
XI, the combined  assets of  which shall consist of the
common investments of all Participants selecting the Fund.

     1.58 "PSS  ESOP"  shall mean the PSS World  Medical,  Inc.  Employee  Stock
Ownership Plan (formerly known as the TriStar  Imaging  Systems,  Inc.  Employee
Stock  Ownership and Savings Plan),  as maintained by the Employers prior to its
merger into this Plan effective as of August 1, 1999.

     1.59  "PSS/Taylor  Plan" shall mean the  PSS/Taylor  Medical Profit Sharing
401(k) Plan, as  maintained by the Employers  prior to its merger into this Plan
effective as of April 21, 2000.

     1.60 "Qualified Matching  Contribution" shall mean a Matching  Contribution
pursuant to section 6.3(a)(1) by an Employer on behalf of a Participant.

     1.61  "Qualified  Matching  Contributions  Account"  shall  mean an account
established   pursuant  to  section  7.2  with  respect  to  Qualified  Matching
Contributions  made pursuant to sections  6.3(a)(1).  A Participant's  Qualified
Matching Contributions Account shall also include amounts previously credited to
the Participant's  "Post-1998 ESOP Matching  Contribution  Account" in this Plan
under the terms of this Plan as in effect  immediately before this Amendment and
Restatement.

     1.62 "Qualified  Non-Elective  Contributions Account" shall mean an account
established  pursuant to section 7.2 with respect to Non-Elective  Contributions
made pursuant to section 6.5 (and its predecessor provisions).

     1.63 "Rollover  Contribution" shall mean a contribution pursuant to section
6.9 by an Employer on behalf of an Employee.

     1.64  "Rollover/Merger  Account" shall mean an account established pursuant
to section 7.2 with respect to qualified Rollover Contributions made pursuant to
section 6.9. A Participant's Rollover/Merger Account shall also be credited with
amounts previously credited to the "Rollover/Merger  Account" in this Plan under
the  terms of this Plan as in  effect  immediately  before  this  Amendment  and
Restatement, including amounts previously credited to,

                                      I-13
<PAGE>

          (a) the Brown's  Medical  Supply Co.  Retirement  Savings Plan and the
          Y-Laboratories  & Supplies,  Inc. 401(k)  Retirement Plan prior to the
          merger of the Brown's Medical Supply Co.  Retirement  Savings Plan and
          the  Y-Laboratories & Supplies,  Inc. 401(k) Retirement Plan with this
          Plan effective as of January 1, 1997 and October 1, 1997, respectively
          (other   than   salary   reduction   contributions   and   adjustments
          attributable thereto),

          (b) the PSS ESOP  prior to its  merger  with this Plan as of August 1,
          1999 (other than amounts  attributable  to the "Elective  Contribution
          Account" and the "ESOP Contribution Account" in the PSS ESOP),

          (c) the PSS/Taylor Plan prior to its merger with this Plan as of April
          21, 2000 (other than salary  reduction  contributions  and adjustments
          thereto), and

          (d) the National Med Supply Plan prior to its merger with this Plan as
          of August 1, 2001 or as soon  thereafter  as  practicable  (other than
          salary deferral contributions and adjustments thereto).

     1.65 "Section 415 Compensation" shall mean:

          (a) Wages,  salaries,  and fees for  professional  services  and other
          amounts  received  (without regard to whether or not an amount is paid
          in cash) for  personal  services  actually  rendered  in the course of
          employment  with the  Employer  to the  extent  that the  amounts  are
          includible in gross income (including, but not limited to, commissions
          paid salesmen,  compensation for services on the basis of a percentage
          of profits,  commissions on insurance premiums,  tips, bonuses, fringe
          benefits,  and  reimbursements  or other  expense  allowances  under a
          nonaccountable  plan (as described in Section  1.62-2(c) of the Income
          Tax Regulations), and

               (1) any elective deferral (as defined in Section 402(g)(3) of the
               Code),

               (2) any amount which is  contributed  or deferred by the Employer
               at the election of the Employee  and which is not  includible  in
               the gross  income of the Employee by reason of Section 125 or 457
               of the Code, and

               (3)  effective  for Plan Years  beginning on and after January 1,
               2001,  elective  amounts  that are not  includable  in the  gross
               income of the  Employee  by reason on  Section  132(f)(4)  of the
               Code.

          (b) Section 415 Compensation shall exclude the following:

                                      I-14
<PAGE>

               (1)  Employer  contributions  (except  as set  forth  in  section
               1.65(a) above) to a plan of deferred  compensation  which are not
               includible in the Employee's gross income for the taxable year in
               which contributed, or Employer contributions (except as set forth
               in section 1.65(a) above) under a simplified  employee pension or
               any distributions from a plan of deferred compensation; provided,
               however,  that any amounts received by an Employee pursuant to an
               unfunded  non-qualified  plan are  permitted to be  considered as
               Section 415  Compensation  in the year the amounts are includible
               in the gross income of the Employee;

               (2) Amounts  realized from the exercise of a non-qualified  stock
               option,  or  when  restricted  stock  (or  property)  held by the
               Employee  either  becomes  freely  transferable  or is no  longer
               subject to a substantial risk of forfeiture; and

               (3) Amounts realized from the sale, exchange or other disposition
               of stock acquired under a qualified stock option.

     1.66  "Segregated  Investment  Fund"  shall mean a Fund  established  under
Article XI, in which the assets of each Participant  selecting the Fund shall be
separately  invested,  and for which the  earnings  attributable  to such assets
shall be separately accounted.

     1.67  "Top  Heavy  Plan"  shall  mean this  Plan if the  aggregate  account
balances (not including Additional Elective Deferral Contributions to this Plan,
any other  contributions  subject to Section  414(v) of the Code,  and voluntary
rollover  contributions  made by any Participant  from an unrelated plan) of the
Key  Employees  and their  beneficiaries  for such Plan Year  exceed  60% of the
aggregate account balances (not including voluntary rollover  contributions made
by any  Participant  from an  unrelated  plan)  for all  Participants  and their
beneficiaries.  Such values shall be determined for any Plan Year as of the last
day  of the  immediately  preceding  Plan  Year.  The  account  balances  on any
determination  date shall include the aggregate  distributions made with respect
to Participants during the one-year period ending on the determination date (or,
in the case of a  distribution  made for a reason  other  than  separation  form
service,  death or  disability,  the "one-year  period" shall be replaced with a
"five-year period"). For the purposes of this definition,  the aggregate account
balances  for any Plan Year shall  include  the  account  balances  and  accrued
benefits of all retirement plans qualified under Section 401(a) of the Code with
which this Plan is required to be aggregated to meet the requirements of Section
416(g)(2) of the Code (including  terminated plans that would have been required
to be aggregated with this Plan) and all plans of an Employer or an Affiliate in
which a Key Employee participates;  and such term may include (at the discretion
of the Plan  Administrator)  any other  retirement  plan qualified under Section
401(a) of the Code that is maintained  by an Employer or an Affiliate,  provided
the resulting  aggregation  group satisfies the  requirements of Sections 401(a)
and 410 of the  Code.  All  calculations  shall  be on the  basis  of  actuarial
assumptions  that are  specified  by the Plan  Administrator  and  applied  on a
uniform  basis to all plans in the  applicable  aggregation  group.  The account
balance  of any  Participant  shall  not be  taken  into  account  if he has not
performed any service for an Employer  during the one-year  period ending on the
determination date.

                                      I-15
<PAGE>

     1.68  "Trust"  shall  mean  the  trust  established  by the  Agreement  and
Declaration of Trust.

     1.69  "Trustee"  shall  mean  The  Chase  Manhattan  Bank or any  successor
individual, individuals or corporation designated as trustee under the Agreement
and Declaration of Trust.

     1.70 "Trust Fund" or "Trust  Funds"  shall mean the trust fund  established
under the Agreement and Declaration of Trust between the Company and the Trustee
from which the amounts of  supplementary  compensation  provided for by the Plan
are to be paid or are to be funded.

     1.71  "Valuation  Date" shall mean the last day of each Plan Year,  or such
other dates as may be selected by the Plan Administrator.  In the event that the
Plan  Administrator  designates  each business day as a Valuation Date, the term
"business  day" shall mean a day on which the New York  Stock  Exchange  and the
home  office  of any  third-party  administrator  that  contracts  with the Plan
Administrator to provide services to the Plan are open for business.

     1.72 "Valuation  Period" shall mean the period beginning with the first day
after a Valuation Date and ending with the next Valuation Date.

     1.73 "Year of Service"

          (a) The term "Year of Service"  shall mean a Plan Year during which an
          Employee completes 1,000 or more Hours of Service.

          (b) For purposes of Article VIII and section  14.1(e),  an  Employee's
          "Years of Service" shall not include the following:

               (1) any Year of  Service  prior to a Break in  Service,  but only
               prior to such time as the  Participant  has  completed  a Year of
               Service after such Break in Service; and

               (2) any  Year of  Service  prior  to a Break  in  Service  if the
               Participant had no vested interest in the balance of his Employer
               Contributions Account at the time of such Break in Service and if
               the  number  of  consecutive  years in  which a Break in  Service
               occurred equaled or exceeded the greater of five or the number of
               Years of Service  completed  by the Employee  prior  thereto (not
               including  any Years of  Service  not  required  to be taken into
               consideration under the Plan as then in effect as a result of any
               prior  Break in  Service);  provided,  however,  that  for  these
               purposes,  any Break in Service resulting from a Leave of Absence
               shall not be counted but shall be disregarded.

                                      I-16
<PAGE>

          (c) For each Employee who was employed by Gulf South  Medical  Supply,
          Inc. (or was employed by any subsidiary of Gulf South Medical  Supply,
          Inc.) on March 26,  1998,  such  Employee's  "Years of Service"  shall
          include, for all purposes of the Plan, service with Gulf South Medical
          Supply, Inc. and each of its subsidiaries.


                                      I-17
<PAGE>



II-1

                                   ARTICLE II

                      Amendment and Restatement of the Plan

         The PSS World Medical, Inc. Employee Stock Ownership and Savings Plan
is hereby amended and restated, in its entirety, in accordance with the terms
hereof, effective April 1, 2002. Effective on such date, the Plan shall cease to
be an Employee Stock Ownership Plan, and shall be known as the "PSS World
Medical, Inc. Savings Plan."




                                      II-1
<PAGE>



III-1

                                  ARTICLE III
                        Purpose of the Plan and the Trust

     3.1  Exclusive  Benefit.  This  Plan is  created  for the sole  purpose  of
providing  benefits to the Participants and enabling them to share in the growth
of  their  Employer.  Except  as  otherwise  provided  herein  and as  otherwise
permitted  by law, in no event shall any part of the  principal or income of the
Trust be paid to or reinvested in any Employer or be used for or diverted to any
purpose  whatsoever other than for the exclusive benefit of the Participants and
their beneficiaries.

     3.2 Return of Contributions.  Notwithstanding  the foregoing  provisions of
section 3.1, any  contribution  made by an Employer to this Plan by a mistake of
fact may be  returned to the  Employer  within one year after the payment of the
contribution;  and any contribution made by an Employer that is conditioned upon
the  deductibility  of the  contribution  under  Section  404 of the Code  (each
contribution  shall  be  presumed  to  be so  conditioned  unless  the  Employer
specifies  otherwise)  may be  returned  to the  Employer  if the  deduction  is
disallowed and the  contribution is returned (to the extent  disallowed)  within
one year after the disallowance of the deduction.

     3.3  Participants'  Rights.  The  establishment  of this Plan  shall not be
considered as giving any Employee,  or any other person,  any legal or equitable
right against any Employer, any Affiliate, the Plan Administrator,  the Trustee,
or the  principal  or the  income of the Trust,  except to the extent  otherwise
provided  by law.  The  establishment  of this Plan shall not be  considered  as
giving any Employee, or any other person, the right to be retained in the employ
of any Employer or any Affiliate.

     3.4 Qualified  Plan.  This Plan and the Trust are intended to qualify under
the Code as a  tax-free  employees'  plan and trust,  and as a cash or  deferred
arrangement  subject to  Section  401(k) of the Code with  respect  to  Elective
Contributions.  The  provisions of this Plan and the Trust should be interpreted
accordingly.



                                     III-1
<PAGE>


IV-3

ARTICLE IV
                               Plan Administrator

     4.1  Administration of the Plan. The Plan  Administrator  shall control and
manage the  operation  and  administration  of the Plan,  except with respect to
investments.   The  Administrator  shall  have  no  duty  with  respect  to  the
investments  to be made of the  funds in the Trust  except  as may be  expressly
assigned to it by the terms of the Agreement and Declaration of Trust.

     4.2 Powers and Duties.  The Administrator  shall have complete control over
the  administration  of the Plan herein  embodied,  with all powers necessary to
enable it to carry out its duties in that  respect.  Not in  limitation,  but in
amplification  of the  foregoing,  the  Administrator  shall  have the power and
discretion  to interpret or construe  this Plan and to determine  all  questions
that may arise as to the  status  and  rights  of the  Participants  and  others
hereunder.

     4.3  Direction  of Trustee.  It shall be the duty of the  Administrator  to
direct the Trustee with regard to the  allocation  and the  distribution  of the
benefits to the Participants and others hereunder.

     4.4 Summary Plan Description.  The Administrator  shall prepare or cause to
be prepared a Summary Plan  Description  (if required by law) and such  periodic
and annual reports as are required by law.

     4.5 Disclosure. At least once each year, the Administrator shall furnish to
each  Participant a statement  containing the value of his interest in the Trust
Fund and such other information as may be required by law.

     4.6 Conflict in Terms.  The  Administrator  shall notify each Employee,  in
writing,  as to the  existence  of the Plan and Trust  and the basic  provisions
thereof.  In the event of any conflict  between the terms of this Plan and Trust
as set forth in this Plan and in the Agreement and  Declaration  of Trust and as
set forth in any  explanatory  booklet or other  description,  this Plan and the
Agreement and Declaration of Trust shall control.

     4.7  Nondiscrimination.  The  Administrator  shall  not take any  action or
direct the Trustee to take any action  whatsoever  that would result in unfairly
benefiting one Participant or group of Participants at the expense of another or
in improperly  discriminating  between Participants similarly situated or in the
application of different rules to substantially similar sets of facts.

     4.8  Records.  The  Administrator  shall keep a complete  record of all its
proceedings as such  Administrator and all data necessary for the administration
of the Plan.  All of the  foregoing  records  and data  shall be  located at the
principal office of the Administrator.

                                      IV-1
<PAGE>

     4.9 Final Authority.  Except to the extent  otherwise  required by law, the
decision of the Administrator in matters within its jurisdiction shall be final,
binding  and  conclusive  upon  each  Employer  and each  Employee,  member  and
beneficiary and every other interested or concerned person or party.

     4.10 Claims.

          (a) Claims for benefits under the Plan may be made by a Participant or
          a  beneficiary  of  a  Participant  on  forms  supplied  by  the  Plan
          Administrator.  Written notice of the  disposition of a claim shall be
          furnished to the claimant by the Administrator within ninety (90) days
          after the application is filed with the Administrator,  unless special
          circumstances  require an extension of time for  processing,  in which
          event action  shall be taken as soon as  possible,  but not later than
          one hundred eighty (180) days after the  application is filed with the
          Administrator;  and, in the event that no action has been taken within
          such  ninety (90) or one hundred  eighty  (180) day period,  the claim
          shall be deemed to be denied for the purposes of section  4.10(b).  In
          the event that the claim is denied,  the denial  shall be written in a
          manner  calculated  to be understood by the claimant and shall include
          the specific reasons for the denial,  specific references to pertinent
          Plan  provisions on which the denial is based,  a  description  of the
          material  information,  if any,  necessary for the claimant to perfect
          the  claim,  an  explanation  of  why  such  material  information  is
          necessary and an explanation of the claim review procedure.

          (b) If a claim is denied (either in the form of a written denial or by
          the  failure  of the Plan  Administrator,  within  the  required  time
          period, to notify the claimant of the action taken), a claimant or his
          duly  authorized  representative  shall have sixty (60) days after the
          receipt of such denial to petition the Plan  Administrator  in writing
          for a full  and fair  review  of the  denial,  during  which  time the
          claimant or his duly authorized representative shall have the right to
          review  pertinent  documents  and to submit  issues  and  comments  in
          writing.  The Plan  Administrator  shall promptly review the claim and
          shall make a decision not later than sixty (60) days after  receipt of
          the  request  for  review,  unless  special  circumstances  require an
          extension of time for  processing,  in which event a decision shall be
          rendered as soon as  possible,  but not later than one hundred  twenty
          (120) days after the receipt of the  request  for  review.  If such an
          extension is required because of special circumstances, written notice
          of the  extension  shall be  furnished  to the  claimant  prior to the
          commencement of the extension.  The decision of the review shall be in
          writing and shall include specific  reasons for the decision,  written
          in a manner calculated to be understood by the claimant, with specific
          references to the Plan provisions on which the decision is based.


                                      IV-2
<PAGE>




     4.11  Appointment  of  Advisors.   The   Administrator   may  appoint  such
accountants, counsel (who may be counsel for an Employer), specialists and other
persons  that  it  deems   necessary  and  desirable  in  connection   with  the
administration  of this  Plan.  The  Administrator,  by  action  of its Board of
Directors,  may  designate  one or more of its  employees  to perform the duties
required of the Administrator hereunder.




                                      IV-3
<PAGE>



                                   ARTICLE V
                          Eligibility and Participation

     5.1 Current  Participants.  Any Employee who was a Participant in this Plan
on the  Effective  Date of this  Amendment  and  Restatement  shall  remain as a
Participant in the Plan.

     5.2 Eligibility and Participation.

          (a)  Thereafter,  any  Employee  of an  Employer  shall be eligible to
          become a  Participant  in the Plan upon  completing  six (6) months of
          employment  following  his  employment  commencement  date.  Any  such
          eligible  Employee  shall  enter the Plan as a  Participant,  if he is
          still an  Employee  of an  Employer,  on the  first  Eligibility  Date
          concurring  therewith  or  occurring  thereafter.  An Employee who has
          completed six (6) months of  employment  prior to becoming an Employee
          of an Employer  shall enter the Plan as a  Participant  on the date he
          becomes  an  Employee  of an  Employer  (or,  if  later,  on the first
          Eligibility   Date  following  the   completion  of  his   eligibility
          requirements).  For  purposes of  computing  an  Employee's  six month
          eligibility period for this section 5.2,

               (1) each Employee who commences  employment on the first day of a
               month  shall  complete  six  months of  employment  if he remains
               employed  until the last day of the  fifth  month  following  the
               month of his date of employment commencement; and

               (2) each  Employee who  commences  employment on the 30th or 31st
               day of a month  shall  complete  six months of  employment  if he
               remains  employed until the last day of the sixth month following
               the month of the date of his employment commencement.

          (b) For each Employee previously employed by a business acquired by an
          Employer  on or  after  October  1,  1993  (directly  or  through  the
          Employer's  purchase of all or substantially  all of the assets of the
          business),  the months of employment taken into account,  for purposes
          of the six (6) month  eligibility  requirement  set  forth in  section
          5.2(a), shall include service with the Employee's predecessor employer
          if:

               (1) the  Employee was employed by the business on the date it was
               acquired by the Employer; and

               (2) (A) for  acquisitions  occurring  before January 1, 1999, the
               Employee's  predecessor  employer  employed  not less than thirty
               (30) employees on the date it was acquired by the Employer, and

                    (B) for acquisitions  occurring on or after January 1, 1999,
                    the Employee's  predecessor  employer employed not less than
                    twenty  (20)  employees  on the date it was  acquired by the
                    Employer.

                                      V-1
<PAGE>

     5.3 Former  Employees.  An Employee who ceases to be a Participant  and who
subsequently  reenters  the employ of an  Employer  shall be  eligible  again to
become a Participant on the date of his reemployment.



                                      V-2
<PAGE>


                                   ARTICLE VI

                           Contributions to the Trust

     6.1 Participants' Elective Contributions.

          (a) Effective  January 18, 2002, each Employer shall contribute to the
          Trust, on behalf of each  Participant,  an Elective  Contribution as a
          specified  percentage of the  Participant's  Compensation  in a salary
          reduction agreement (if any) between the Participant and such Employer
          under  which the  Participant  elects,  pursuant  to the terms of this
          Plan, to reduce the Compensation otherwise payable to him by an amount
          allocable to his Elective  Contributions Account;  provided,  however,
          that each  Participant  who has  elected  prior to January 18, 2002 to
          reduce the Compensation otherwise payable to him by a specified dollar
          amount  and who  does  not  affirmatively  elect  to  have a  specific
          percentage of his Compensation  contributed to the Plan as an Elective
          Contribution, shall be deemed to have elected to defer one (1) percent
          of his Compensation to the Plan as an Elective Contribution.

          (b) No Participant  shall be permitted to have Elective  Contributions
          made under this Plan in excess of the lesser of the dollar  limitation
          established   by   Section   402(g)  of  the  Code  (and   subject  to
          cost-of-living  adjustments  as required by Section  402(g)(4)  of the
          Code) in effect for any  calendar  year,  or 85% of the  Participant's
          Compensation  for the Plan  Year.  The  minimum  contribution  made on
          behalf of a  Participant  electing  to make an  Elective  Contribution
          pursuant  to this  section  6.1 for any Plan  Year  shall be 1% of his
          Compensation.

               (c) (1) If a Participant's  Elective  Contributions made pursuant
               to section 6.1(a),  together with any elective  contributions  by
               the  Participant  to  any  other  plans  of  his  Employer  or an
               Affiliate  intended to qualify under Sections 401(k) or 403(b) of
               the Code,  exceed the dollar  limitation  established  by Section
               402(g) of the Code (and subject to cost-of-living  adjustments as
               required by Section 402(g)(4) of the Code) for any calendar year,
               the Administrator,  upon notification from the Participant or his
               Employer,  shall refund to such  Participant  the portion of such
               excess that is  attributable  to  contributions  made pursuant to
               section  6.1(a),  increased  by the  earnings  thereon  for  such
               calendar  year (such  earnings  shall be  determined  by the Plan
               Administrator,  as of the last day of the calendar year preceding
               the date the  refund  is made,  in a manner  consistent  with the
               provisions  of section  7.5(a) and  Treasury  Regulation  Section
               1.402(g)-1(e)(5)  (or any successor  regulatory  provision))  and
               reduced by any excess Elective  Contributions,  and earnings, for
               the Plan Year  beginning  with or within the  calendar  year that
               have been previously distributed to the Participant in accordance
               with the provisions of section  6.1(h).  Any such refund shall be
               made on or before April 15 of the  calendar  year  following  the
               calendar  year in which the  excess  Elective  Contributions  are
               made.

                                      VI-1
<PAGE>

                    (2) If a Participant's  Elective Contributions made pursuant
                    to section 6.1(a),  together with any elective contributions
                    by the  Participant  to any other plans  intended to qualify
                    under Sections  401(k),  403(b),  408(k) or 457 of the Code,
                    exceed the dollar  limitation  established by Section 402(g)
                    of the Code (and subject to  cost-of-living  adjustments  as
                    required by Section  402(g)(4) of the Code) for any calendar
                    year  (after  the  application  of section  6.1(c)(1)),  the
                    Administrator  may  refund  to  such  Participant,   at  the
                    Participant's  request,  the  portion of such excess that is
                    attributable  to  contributions  made  pursuant  to  section
                    6.1(a)  increased by the earnings  thereon for such calendar
                    year  (determined  as  provided  in section  6.1(c)(1))  and
                    reduced by any excess Elective Contributions,  and earnings,
                    for the Plan Year beginning with or within the calendar year
                    that have been previously  distributed to the Participant in
                    accordance with the provisions of section  6.1(h).  Any such
                    refund  shall be made on or before  April 15 of the calendar
                    year  following  the  calendar  year  in  which  the  excess
                    Elective Contributions are made.

                    (3) Excess Elective  Contributions,  and earnings,  shall be
                    determined  for purposes of sections  6.1(b),  6.1(c)(1) and
                    6.1(c)(2) after taking into account any previous  refunds to
                    the  Participant  of  excess  Elective  Contributions,   and
                    earnings,  for the  Plan  Year  ending  with or  within  the
                    calendar  year made in  accordance  with the  provisions  of
                    section 6.1(h).

               (d) Any salary  reduction  agreement  with  respect  to  Elective
               Contributions shall be executed (or otherwise communicated to the
               Plan Administrator in a manner selected by the Administrator) and
               in effect prior to the date selected by the Administrator for the
               first pay period to which it applies.  Any such  agreement may be
               revised by the  Participant  monthly with the approval of, and as
               of such date as determined  by, the  Administrator  (or as of any
               additional dates selected by the Administrator),  for pay periods
               beginning  after  the date such  revision  is  executed  and made
               effective.  The Plan  Administrator  shall not  accept any salary
               reduction  agreement with respect to (or to the extent applicable
               to) bonuses payable to the Participant.

               (e) The  Administrator  shall  have  the  right  to  require  any
               Participant to reduce his Elective  Contributions  under any such
               agreements,  or to refuse  deferral  of all or part of the amount
               set forth in such  agreements,  if  necessary  to comply with the
               requirements of this Plan and the Code.

               (f) A Participant may suspend further  Elective  Contributions to
               the Plan at any time, provided the request for such suspension is
               received by the Plan Administrator  prior to the date selected by
               the  Administrator  for  the  first  pay  period  to  which  such


                                      VI-2
<PAGE>

               suspension   applies.   Any  Participant  who  suspends   further
               contributions   relating  to  periodic  pay  may  reinstate  such
               contributions   by   providing   written   notice   to  the  Plan
               Administrator (or other communication in a manner selected by the
               Administrator)  for any  month  thereafter  (and  as of the  date
               within such month as determined by the  Administrator).  Any such
               notice shall be delivered  within the time period  designated  by
               the Plan Administrator.

               (g) In the event that a Participant  receives a withdrawal of his
               Elective  Contributions pursuant to section 10.1, the Participant
               shall not be permitted to make any further Elective Contributions
               pursuant to section 6.1(a) for a period of 6 months following the
               date of such  withdrawal.  After the  completion  of the  6-month
               period, the Participant may reinstate  Elective  Contributions in
               accordance with the provisions of section 6.1(f). Additionally, a
               Participant  who  receives  a  hardship  withdrawal  on or  after
               January  1,  2001,  shall  not have the  amount  of his  Elective
               Contributions  made in the calendar  year  following the calendar
               year in which he received the hardship  withdrawal reduced by the
               amount of Elective  Contributions  made in the  calendar  year in
               which he received the hardship withdrawal.

                    (h) (1) In the  event  that the  Elective  Contributions  of
                    Highly  Compensated  Employees  exceed the  limitations  set
                    forth  in  section  6.7,  the  aggregate   excess   Elective
                    Contributions  (plus the earnings  thereon for the Plan Year
                    to which the excess contributions relate), determined as set
                    forth in section  6.1(h)(2)  below,  shall be distributed to
                    the Highly  Compensated  Employees  as  provided  in section
                    6.1(h)(3) below on or before the 15th day of the third month
                    after  the  close  of the  Plan  Year to  which  the  excess
                    contributions   relate.    Notwithstanding   the   preceding
                    sentence,  the Plan Administrator may delay the distribution
                    of any  excess  Elective  Contributions  (plus the  earnings
                    thereon for the Plan Year to which the excess  contributions
                    relate)  attributable  to an Employer beyond the 15th day of
                    the third month of such Plan Year, if the Employer  consents
                    to such delay and the Administrator  refunds all such excess
                    amounts not later than 12 months after the close of the Plan
                    Year to which the excess contributions relate.

                    (2) For  purposes  of section  6.1(h)(1),  the amount of the
                    aggregate  excess Elective  Contributions  for the Plan Year
                    shall  be  equal to the sum of the  amounts  of such  excess
                    contributions   attributable  to  each  Highly   Compensated
                    Employee for the Plan Year.

                    (A) In order to determine the amount of the excess  Elective
                    Contributions   attributable  to  each  Highly   Compensated
                    Employee,  the Plan  Administrator  shall  first  reduce the
                    Actual  Deferral  Ratio of the Highly  Compensated  Employee
                    with the highest Actual  Deferral Ratio for the Plan Year to
                    the extent required to:

                                      VI-3
<PAGE>

                    (i) enable the  arrangement to satisfy the  limitations  set
                    forth in section 6.7, or

                    (ii)  cause  such  Highly   Compensated   Employee's  Actual
                    Deferral  Ratio to equal the  Actual  Deferral  Ratio of the
                    Highly  Compensated  Employee  with the next highest  Actual
                    Deferral Ratio.

               Then,  if  necessary,  the Plan  Administrator  shall  reduce the
               Actual Deferral Ratios of the Highly  Compensated  Employees with
               the  next  highest  Actual  Deferral  Ratio  for  the  Plan  Year
               (including the Actual Deferral Ratio(s) of the Highly Compensated
               Employee(s)  whose Actual  Deferral Ratio the Plan  Administrator
               already  has  reduced)  to the  extent  required  to comply  with
               section  6.1(h)(2)(A)(i) or 6.1(h)(2)(A)(ii).  This process shall
               then be repeated  until the Actual  Deferral  Percentage  for the
               Highly Compensated  Employees satisfies the limitations set forth
               in section 6.7.

                    (B) The amount of the excess Elective Contributions that are
                    attributable to each Highly Compensated Employee shall equal
                    the remainder of

                    (i) the total Elective  Contributions  (and any Non-Elective
                    Contributions treated as Elective Contributions on behalf of
                    the Participant (determined prior to the application of this
                    section 6.1(h)(2)), minus

                    (ii) the amount  determined by multiplying the Participant's
                    Actual  Deferral  Ratio  (determined  after  application  of
                    section   6.1(h)(2)(A))   by  his   Compensation   used   in
                    determining such ratio.

          (3) In order to  determine  the dollar  amount of the excess  Elective
          Contributions   distributable  to  each  Highly  Compensated  Employee
          pursuant  to section  6.1(h)(1),  the Plan  Administrator  shall first
          reduce  the   Elective   Contributions   of  the  Highly   Compensated
          Employee(s)  with the highest dollar amount of Elective  Contributions
          for the Plan Year by a dollar amount equal to the lesser of

               (A) the aggregate excess Elective Contributions  determined under
               section 6.1(h)(2), or

                                      VI-4
<PAGE>

               (B) the dollar amount necessary to reduce such Highly Compensated
               Employee's  Elective  Contributions  to a dollar  amount  that is
               equal to the  dollar  amount  of  Elective  Contributions  of the
               Highly  Compensated  Employee with the next highest dollar amount
               of such Elective Contributions.

          Then, if necessary,  the Plan Administrator  shall reduce the Elective
          Contributions  of the  Highly  Compensated  Employees  with  the  next
          highest dollar amount of such Elective Contributions for the Plan Year
          (including   the  Highly   Compensated   Employee(s)   whose  Elective
          Contributions  the Plan  Administrator  already  has  reduced)  to the
          extent required to comply with section  6.1(h)(2).  This process shall
          then be repeated until the aggregate excess Elective Contributions and
          determined   under  section   6.1(h)(2)  or  6.1(h)(3)(B)   have  been
          eliminated.  The reduced  amounts shall be  distributed  in accordance
          with section 6.1(h)(1) to the Highly Compensated Employees to whom the
          reductions are attributable under this section 6.1(h)(3). For purposes
          of  this  section  6.1(h)(3),  Elective  Contributions  shall  include
          amounts treated as elective contributions.

               (4) The  amount  of  excess  Elective  Contributions  that may be
               distributed   under  this  section   6.1(h)  with  respect  to  a
               Participant  for a Plan  Year  shall  be  reduced  by any  excess
               deferrals  previously   distributed  to  such  Participant  under
               section 6.1(c) for the Participant's  taxable year ending with or
               within such Plan Year.

               (5) The Plan  Administrator  may use any  reasonable  method  for
               computing the income allocable to excess contributions,  provided
               that the method does not violate  Section  401(a)(4) of the Code,
               is used  consistently for all Participants and for all corrective
               distributions  under the Plan for the Plan  Year,  and is used by
               the Plan for allocating income to Participants' Accounts.

     6.2 Additional Elective Deferral Contributions.  Effective January 1, 2002,
each  Employer  shall  contribute  to the  Trust,  on  behalf  of each  eligible
Participant,  an Additional  Elective  Deferral  Contribution  as specified in a
salary  reduction  agreement (if any) between the  Participant and such Employer
under  which the  Participant  elects,  pursuant  to the terms of this Plan,  to
reduce  the  Compensation  otherwise  payable to him by an  Additional  Elective
Deferral Contribution amount allocable to his Elective Contributions Account. No
Participant  shall  be  permitted  to  have  an  Additional   Elective  Deferral
Contribution made under this Plan for any Plan Year unless he will have attained
age 50 before the close of the Plan Year and he has taken all actions  necessary
to maximize the Elective  Contributions  allocable to his Elective Contributions
Account for the Plan Year  pursuant  to section  6.1.  No  Participant  shall be
permitted to have Additional  Elective  Deferral  Contributions  made under this
Plan in excess of the lesser of

                                      VI-5
<PAGE>

          (a)  the   applicable   dollar   amount,   as  defined   in   Sections
          414(v)(2)(B)(i) and 414(v)(2)(C) of the Code;

          (b) the excess (if any) of (i) the Participant's  Compensation for the
          calendar year, over (ii) the Elective  Contributions made on behalf of
          the Participant for the calendar year pursuant to section 6.1; and

          (c) the excess (if any) of (i) 85% of the  Participant's  Compensation
          for the Plan Year, over (ii) the Elective Contributions made on behalf
          of the Participant for such Plan Year pursuant to section 6.1.

Each Participant's Additional Elective Deferral Contribution shall be made in
accordance with, and subject to the limitations of, Section 414(v) of the Code.
Unless otherwise required by Section 414(v) of the Code, such Additional
Elective Deferral Contribution shall not be taken into account for purposes of
the provisions of this Plan implementing the requirements of Sections 401(a)(4),
401(k)(3), 401(k)(12), 402(g), 410(b), 415, or 416 of the Code, as applicable,
by reason of making such contributions. Additional Elective Deferral
Contributions shall not be taken into account for purposes of computing
Qualified Matching Contributions and/or Matching Contributions.

     6.3  Matching   Contributions   and   Qualified   Matching   Contributions.

          (a) (1) (A) Each Employer, at the discretion of the Board of Directors
          of the  Company,  may  contribute  to the Trust a  Qualified  Matching
          Contribution in cash or Employer Securities on behalf of each eligible
          Participant  (as  determined  pursuant to section  6.3(b)) for whom an
          Elective   Contribution   is  made  to  the  Plan  for  the   Matching
          Contributions  Allocation Period. The amount of the Qualified Matching
          Contribution made pursuant to this Section 6.3(a)(1), if any, shall be
          determined  by the Board of  Directors  for the  Company.  The  amount
          allocable to a Participant eligible to share in the Qualified Matching
          Contribution   under  this   section   6.3(a)(1)   for  the   Matching
          Contributions Allocation Period shall be

                    (i) the  amount  that shall bear the same ratio to the total
                    of  such   contribution   for  the  Matching   Contributions
                    Allocation Period

                    (ii) as the Participant's  Recognized Elective  Contribution
                    for the Matching  Contributions  Allocation  Period bears to
                    the  aggregate  Recognized  Elective  Contributions  of  all
                    Participants  employed by the  Employers who are eligible to
                    share in the  contribution  for such Matching  Contributions
                    Allocation Period.



                                      VI-6
<PAGE>

               (B) In the event that Qualified  Matching  Contributions are made
               pursuant to this section  6.3(a)(1)  for  Matching  Contributions
               Allocation Periods other than annual contribution  periods during
               the  Plan   Year  and  the   Participant's   aggregate   Elective
               Contributions   for  the  Plan  Year  would  have   entitled  the
               Participant to greater aggregate Qualified Matching Contributions
               under an annual Matching Contribution Allocation Period than were
               made on behalf  of the  Participant  for the Plan Year  under the
               Matching Contribution Allocation Periods selected by the Board of
               Directors  (or  otherwise  required by the Plan),  then,  for the
               final  Matching  Contribution  Allocation  Period during the Plan
               Year, the Participant's  Employer, at the discretion of the Board
               of  Directors  of the  Company,  may  contribute  to the Trust on
               behalf  of  the  Participant  an  additional  Qualified  Matching
               Contribution,   the   amount   of  which   (when   added  to  the
               Participant's  Qualified  Matching  Contribution  for  the  final
               Matching  Contribution  Allocation  Period  during the Plan Year)
               shall  cause  the  Participant's   aggregate  Qualified  Matching
               Contributions  for the  Plan  Year to equal a  percentage  of his
               Recognized Elective Contributions for the Plan Year that is equal
               to the percentage of Recognized  Elective  Contributions  for the
               final Matching  Contribution  Allocation Period for the Plan Year
               that the  Company  elected  to make on  behalf  of each  eligible
               Participant for whom an Elective Contribution is made to the Plan
               for the final Matching Contributions Allocation Period.

               (2)  (A)  Each  Employer,  at  the  discretion  of the  Board  of
               Directors of the Company,  may contribute to the Trust a Matching
               Contribution  in cash or  Employer  Securities  on behalf of each
               eligible  Participant (as determined  pursuant to section 6.3(b))
               for  whom an  Elective  Contribution  is made to the Plan for the
               Matching  Contributions  Allocation  Period.  The  amount  of the
               Matching Contribution made pursuant to this section 6.3(a)(2), if
               any,  shall  be  determined  by the  Board  of  Directors  of the
               Company.  The amount allocable to a Participant eligible to share
               in the  Matching  Contribution  for  the  Matching  Contributions
               Allocation Period shall be

                    (i) the  amount  that shall bear the same ratio to the total
                    of  such   contribution   for  the  Matching   Contributions
                    Allocation Period

                    (ii) as the Participant's  Recognized Elective  Contribution
                    for such Matching  Contributions  Allocation Period bears to
                    the  aggregate  Recognized  Elective  Contributions  of  all
                    Participants  employed by such  Employer who are eligible to
                    share in the  contribution  for such Matching  Contributions
                    Allocation Period.

               (B) In the event that Matching Contributions are made pursuant to
               this  section  6.3(a)(2)  for Matching  Contributions  Allocation
               Periods other than annual  contribution  periods  during the Plan
               Year and the Participant's  aggregate Elective  Contributions for
               the Plan Year  would have  entitled  the  Participant  to greater
               aggregate  Matching   Contributions   under  an  annual  Matching
               Contribution  Allocation  Period  than were made on behalf of the
               Participant  for the Plan Year  under the  Matching  Contribution
               Allocation  Periods  selected  by  the  Board  of  Directors  (or
               otherwise  required by the Plan),  then,  for the final  Matching
               Contribution   Allocation   Period  during  the  Plan  Year,  the
               Participant's  Employer,  at  the  discretion  of  the  Board  of
               Directors of the Company,  may  contribute to the Trust on behalf
               of the  Participant  an  additional  Matching  Contribution,  the
               amount  of  which  (when  added  to  the  Participant's  Matching
               Contribution  for  the  final  Matching  Contribution  Allocation
               Period  during  the Plan  Year)  shall  cause  the  Participant's
               aggregate  Matching  Contributions  for the Plan  Year to equal a
               percentage of his Recognized Elective  Contributions for the Plan
               Year  that is  equal to the  percentage  of  Recognized  Elective
               Contributions  for the  final  Matching  Contribution  Allocation
               Period  for the Plan Year  that the  Company  elected  to make on
               behalf  of  each  eligible   Participant  for  whom  an  Elective
               Contribution   is  made  to  the  Plan  for  the  final  Matching
               Contributions Allocation Period.

          (3) For purposes of sections 6.3(a)(1) and 6.3(a)(2),  a Participant's
          Recognized  Elective  Contribution  for  each  Plan  Year or  Matching
          Contributions Allocation Period (as the case may be) shall be equal to

               (A) the aggregate amount of his Elective Contribution made to the
               Plan  pursuant  to section  6.1(a)  (after  consideration  of the
               refund requirements of sections 6.1(c) and 6.1(h)),


               (B) reduced by any portion of his Elective Contribution in excess
               of a  specified  percentage  of each  Participant's  Compensation
               and/or a specified  maximum dollar  amount,  as determined by the
               Board of Directors of the Company for the Matching  Contributions
               Allocation Period and applied consistently to each Participant.


                                      VI-7
<PAGE>

                    (b) (1) Except as otherwise provided in this section 6.3(b),
                    a  Participant  shall be eligible to share in the  Qualified
                    Matching Contributions,  described in section 6.3(a)(1), for
                    a Matching Contributions Allocation Period if he is employed
                    by  his   Employer   on  the  last  day  of  such   Matching
                    Contributions  Allocation  Period (or if his  employment  is
                    terminated  by his  retirement,  disability  [as  defined in
                    section 8.2(b)] or death).

                    (2) Except as otherwise  provided in this section 6.3(b),  a
                    Participant  shall be  eligible  to  share  in the  Matching
                    Contributions,   described  in  section  6.3(a)(2),   for  a
                    Matching  Contributions  Allocation Period if he is employed
                    by  his   Employer   on  the  last  day  of  such   Matching
                    Contributions  Allocation  Period (or if his  employment  is
                    terminated  by his  retirement,  disability  [as  defined in
                    section 8.2(b)] or other death).

                    (3) In the event that the eligibility requirements set forth
                    in section 6.3(b)(1) or (2) would cause this Plan to fail to
                    meet the coverage requirements of this section 6.3(b)(3) for
                    any Matching Contributions  Allocation Period, a Participant
                    shall also be  entitled to share in the  Qualified  Matching
                    Contribution  pursuant to section  6.3(a)(1) or the Matching
                    Contribution  pursuant to section  6.3(a)(2) if he meets the
                    requirements  of  section  6.3(b)(4).  In  order to meet the
                    coverage requirements of this section 6.3(b)(3) for the Plan
                    Year,  the  Plan's  "ratio   percentage"  for  the  Matching
                    Contributions  Allocation  Period shall be at least  seventy
                    percent (70%). For purposes of this section  6.3(b)(3),  the
                    Plan's "ratio percentage" shall mean the percentage (rounded
                    to the nearest  hundredth of a percentage  point) determined
                    by dividing the  percentage  of the  Non-Highly  Compensated
                    Employees  who benefit  under the Plan by the  percentage of
                    the Highly Compensated Employees who benefit under the Plan.
                    The percentage of the Non-Highly  Compensated  Employees who
                    benefit  under the Plan shall be  determined by dividing the
                    number  of   Non-Highly   Compensated   Employees   who  are
                    Participants  in the  Plan  and are  entitled  to  share  in
                    Qualified   Matching   Contributions   pursuant  to  section
                    6.3(a)(1)  or  Matching  Contributions  pursuant  to section
                    6.3(a)(2)  under the Plan by the total number of  Non-Highly
                    Compensated  Employees  who  have  met the  eligibility  and
                    participation  requirements  of Article V. The percentage of
                    the Highly Compensated  Employees who benefit under the Plan
                    shall  be  determined  by  dividing  the  number  of  Highly
                    Compensated  Employees who are  Participants in the Plan and
                    are entitled to share in Qualified Matching Contributions or
                    Matching Contributions under the Plan by the total number of
                    Highly  Compensated  Employees who have met the  eligibility
                    and  participation  requirements  of  Article  V. The Plan's
                    "ratio percentage" shall be determined as of the last day of
                    the Matching  Contributions  Allocation  Period  taking into
                    account all Employees  who were  Employees on any day during
                    the Matching Contributions Allocation Period.

                                      VI-8
<PAGE>

                    (4) If this Plan would  otherwise  fail to meet the coverage
                    requirements   of   section   6.3(b)(3)   for   a   Matching
                    Contributions  Allocation  Period  a  Participant  shall  be
                    entitled to share in the  Qualified  Matching  Contributions
                    section  6.3(a) or Matching  Contributions  pursuant to this
                    section 6.3(b)(4) if:

                    (A) he is a Non-Highly Compensated Employee; and

                    (B) the allocation of a Qualified  Matching  Contribution or
                    Matching Contribution to the Participant is required by this
                    section 6.3(b)(4)(B). The number of Participants entitled to
                    an  allocation  required by this section  6.3(b)(4)(B)  (the
                    "Required  Number  of  Participants"),  when  added  to  the
                    Non-Highly Compensated Employees who are eligible to receive
                    an  allocation   pursuant  to  the   provisions  of  section
                    6.3(b)(1) and (2),  shall be equal to the minimum  number of
                    Non-Highly  Compensated  Employees  who are  required  to be
                    eligible for an Qualified Matching  Contribution or Matching
                    Contribution from the Plan during the Matching Contributions
                    Allocation  Period  in order to meet  the  minimum  coverage
                    requirements of section 6.3(b)(3). An allocation is required
                    by this section  6.3(b)(4)(B)  if a Participant is among the
                    Required Number of Participants paid the lowest Compensation
                    by their Employers for the Matching Contributions Allocation
                    Period (determined  without regard to those Participants who
                    are entitled to an allocation  pursuant to section 6.3(b)(1)
                    and (2) above). If two or more Participants  would otherwise
                    be   determined  to  have  been  paid  the  same  amount  of
                    Compensation   by   their   Employers   for   the   Matching
                    Contributions  Allocation  Period,  then the Participant who
                    was first  credited with an Hour of Service for his Employer
                    or any  Affiliate  thereof  shall be  deemed  to be paid the
                    lowest Compensation of such two or more Participants and the
                    Participant  who was next  credited  with an Hour of Service
                    for his Employer or any Affiliate thereof shall be deemed to
                    be paid the next lowest  Compensation  and the process shall
                    be repeated until the Plan  Administrator has determined the
                    Participants   who  are   among  the   Required   Number  of
                    Participants paid the lowest Compensation by their Employers
                    for the Matching Contributions Allocation Period.

          (c)  Except  as  noted  in  section  6.3(d),  any  Qualified  Matching
          Contribution or Matching  Contribution  made by an Employer on account
          of an Elective  Contribution  that has been  refunded  pursuant to the
          terms of the Plan shall be  forfeited.  Unless  otherwise  required by
          section  8.3(d)(3)  such  forfeiture  (together  with  any  additional
          unallocated  forfeitures)  shall  be used  to  first  reduce  Matching
          Contributions,  and then, to the extent available, to reduce Qualified
          Matching Contributions.

                                      VI-9
<PAGE>

          (d) In the  event  that  the  Matching  Contributions  (together  with
          Qualified Matching Contributions treated as matching contributions) of
          Highly Compensated Employees exceed the limitations of section 6.7:

               (1) The  non-vested  portion of such  aggregate  excess  Matching
               Contributions  (including  earnings  thereon for the Plan Year to
               which the excess contributions relate), if any, determined as set
               forth in section 6.3(d)(3) and (4) below,  shall be forfeited and
               used or reallocated in a manner  consistent with the requirements
               of section 6.3(c).

               (2) The aggregate excess Qualified Matching Contributions and the
               vested  portion of the aggregate  excess  Matching  Contributions
               (including,  in each case,  earnings thereon for the Plan Year to
               which the excess contributions relate), if any, determined as set
               forth in section  6.3(d)(3),  shall be  distributed to the Highly
               Compensated  Employees  as  provided in section  6.3(d)(4)  on or
               before  the 15th day of the  third  month  after the close of the
               Plan  Year to which  the  Qualified  Matching  Contributions  and
               Matching  Contributions  relate.  Notwithstanding  the  preceding
               sentence,  the Plan  Administrator  may delay the distribution of
               any  excess  Qualified   Matching   Contributions   and  Matching
               Contributions,  (plus the  earnings  thereon for the Plan Year to
               which  the  excess  contributions   relate)  attributable  to  an
               Employer  beyond  the 15th day of the  third  month of such  Plan
               Year,   if  the   Employer   consents   to  such  delay  and  the
               Administrator  refunds all such excess  amounts not later than 12
               months  after  the  close of the Plan  Year to which  the  excess
               contributions relate.

               (3) For purposes of sections 6.3(d)(1) and (2), the amount of the
               aggregate excess Qualified  Matching  Contributions  and Matching
               Contributions  for the Plan Year shall be equal to the sum of the
               amounts of such excess contributions  attributable to each Highly
               Compensated Employee for the Plan Year.

                    (A) In order to determine the amount of the excess Qualified
                    Matching    Contributions    and   Matching    Contributions
                    attributable to each Highly Compensated  Employee,  the Plan
                    Administrator  shall  first  reduce the Actual  Contribution
                    Ratio of the Highly  Compensated  Employee  with the highest
                    Actual  Contribution  Ratio for the Plan Year to the  extent
                    required to:

                    (i) enable the  arrangement to satisfy the  limitations  set
                    forth in section 6.7 or

                                     VI-10
<PAGE>

                    (ii)  cause  such  Highly   Compensated   Employee's  Actual
                    Contribution Ratio to equal the Actual Contribution Ratio of
                    the Highly Compensated Employee with the next highest Actual
                    Contribution Ratio.

     Then,  if  necessary,  the  Plan  Administrator  shall  reduce  the  Actual
     Contribution  Ratios  of the  Highly  Compensated  Employees  with the next
     highest Actual  Contribution  Ratio for the Plan Year (including the Actual
     Contribution  Ratio(s) of the Highly  Compensated  Employee(s) whose Actual
     Contribution  Ratio the Plan  Administrator  already  has  reduced)  to the
     extent required to comply with section 6.3(d)(3)(A)(i) or 6.3(d)(3)(A)(ii).
     This  process  shall  then  be  repeated  until  the  Actual   Contribution
     Percentage for the Highly Compensated  Employees  satisfies the limitations
     set forth in section 6.7.

               (B) The amount of the excess Qualified Matching Contributions and
               Matching  Contributions  attributable to each Highly  Compensated
               Employee shall equal the remainder of

                    (i) the total Qualified Matching  Contributions and Matching
                    Contributions,  (and Non-Elective  Contributions  treated as
                    Matching   Contributions)   on  behalf  of  the  Participant
                    (determined   prior  to  the  application  of  this  section
                    6.3(d)(3)), minus

                    (ii) the amount  determined by multiplying the Participant's
                    Actual  Contribution  Ratio (determined after application of
                    section   6.3(d)(3)(A))   by  his   Compensation   used   in
                    determining such ratio.

               (C) In determining  the amount of the excess  Qualified  Matching
               Contributions  and Matching  Contributions,  Actual  Contribution
               Ratios  shall be  rounded  to the  nearest  one-hundredth  of one
               percent  of the  Employee's  Compensation.  In no case  shall the
               amount of such  excess  with  respect to any  Highly  Compensated
               Employee  exceed the amount of Qualified  Matching  Contributions
               and Matching  Contributions on behalf of such Highly  Compensated
               Employee for such Plan Year.

          (4) In order to determine  the dollar  amount of the excess  Qualified
          Matching  Contributions  and Matching  Contributions  forfeitable with
          respect to, and  distributable  to, each Highly  Compensated  Employee
          pursuant to sections 6.3(d)(1) and (2), the Plan  Administrator  shall
          first  reduce  the  Qualified  Matching   Contributions  and  Matching
          Contributions of the Highly  Compensated  Employee(s) with the highest
          dollar  amount  of  Qualified  Matching   Contributions  and  Matching
          Contributions for the Plan Year by a dollar amount equal to the lesser
          of

                                     VI-11
<PAGE>

                    (A) the aggregate  excess Qualified  Matching  Contributions
                    and  Matching   Contributions,   determined   under  section
                    6.3(d)(3), or

                    (B) the  dollar  amount  necessary  to  reduce  such  Highly
                    Compensated  Employee's Qualified Matching Contributions and
                    Matching Contributions,  to a dollar amount that is equal to
                    the dollar amount of Qualified  Matching  Contributions  and
                    Matching  Contributions of the Highly  Compensated  Employee
                    with the next highest  dollar  amount of Qualified  Matching
                    Contributions and Matching Contributions.

     Then,  if  necessary,  the Plan  Administrator  shall reduce the  Qualified
     Matching Contributions and Matching Contributions of the Highly Compensated
     Employees  with  the next  highest  dollar  amount  of  Qualified  Matching
     Contributions  and Matching  Contributions for the Plan Year (including the
     Highly Compensated  Employee(s) whose Qualified Matching  Contributions and
     Matching  Contributions the Plan Administrator  already has reduced) to the
     extent required to comply with sections 6.3(d)(4)(A) or 6.3(d)(4)(B).  This
     process  shall  then be  repeated  until  the  aggregate  excess  Qualified
     Matching Contributions and Matching Contributions  determined under section
     6.3(d)(3) have been  eliminated.  The reduced  amounts to be determined for
     each Highly  Compensated  Employee  shall  first be deemed to be  Qualified
     Matching Contributions and then be deemed to be Matching Contributions. The
     reduced  amounts shall be forfeited  and/or  distributed in accordance with
     sections 6.3(d)(1) and (2) to the Highly Compensated  Employees to whom the
     reductions are attributable under this section  6.3(d)(4).  For purposes of
     this   subparagraph,   Qualified   Matching   Contributions   and  Matching
     Contributions shall include amounts treated as Matching Contributions.

          (5) The Plan Administrator may use any reasonable method for computing
          the income allocable to excess contributions, provided that the method
          does not violate Section  401(a)(4) of the Code, is used  consistently
          for all  Participants and for all corrective  distributions  under the
          Plan for the Plan Year, and is used by the Plan for allocating  income
          to Participants' Accounts.

     6.4 Employer  Discretionary  Contributions.  An Employer may make  Employer
Discretionary  Contributions  in the form of cash or Employer  Securities to the
Employer  Contributions  Accounts  of  Participants  who are  employed  by their
Employer on the last day of the Plan Year (or whose  employment is terminated by
retirement,  disability [as defined in section 8.2(b)] or death). The amount, if
any, to be contributed to the Trust by an Employer as an Employer  Discretionary
Contribution for each Plan Year shall be determined by the Board of Directors of
the Company.

                                     VI-12
<PAGE>

     6.5 Non-Elective Contributions. An Employer, at the discretion of the Board
of Directors of the Company, may make Non-Elective  Contributions in the form of
cash or Employer Securities to the Qualified Non-Elective Contributions Accounts
of eligible Participants, as described in section 7.4(b)(7).

     6.6  Limitations  on  Contributions  and  Forfeitures.  It is  the  present
intention of each Employer to make recurring and  substantial  contributions  to
the Trust for each Plan Year,  but in no event shall such  contribution  for any
corresponding  taxable year of an Employer exceed the maximum amount  deductible
from the  Employer's  income for such taxable year under  Section  404(a) of the
Code.  If the  Employers  are not  treated as separate  lines of business  under
Section  414(r)  of the  Code,  the  discretionary  contributions  made  by each
Employer,  including any amounts forfeited and allocated as such  contributions,
shall be  allocated  among  Participants  without  regard to each  Participant's
employment  relationship  with a  particular  Employer,  as  required by section
7.4(b) (but subject to any other applicable requirements, as set forth herein).

     6.7 Limitations on Elective Contributions, Qualified Matching Contributions
and Matching  Contributions.  The amounts contributed as Elective Contributions,
Qualified Matching Contributions, and Matching Contributions shall be limited as
follows:

          (a) The Actual  Deferral  Percentage for the group of eligible  Highly
          Compensated  Employees for the Plan Year shall bear a relationship  to
          the Actual  Deferral  Percentage for all other eligible  Employees for
          the current Plan Year which meets either of the following tests:

               (1) The  Actual  Deferral  Percentage  for the group of  eligible
               Highly Compensated Employees for a Plan Year shall not exceed the
               Actual  Deferral  Percentage  for the group of all other eligible
               Employees multiplied by 1.25, or

               (2) The excess of the Actual Deferral Percentage for the group of
               eligible  Highly  Compensated  Employees for a Plan Year over the
               Actual  Deferral  Percentage  for the group of all other eligible
               Employees  shall not  exceed two (2)  percentage  points (or such
               lesser  amount  as  may  be  required  by  the  Secretary  of the
               Treasury,  through  regulations  or  otherwise);  and the  Actual
               Deferral  Percentage for the group of eligible Highly Compensated
               Employees shall not exceed the Actual Deferral Percentage for the
               group of all other eligible Employees, multiplied by 2.0 (or such
               lesser  amount  as  may  be  required  by  the  Secretary  of the
               Treasury, through regulations or otherwise).

          (b) The  Actual  Contribution  Percentage  for the  group of  eligible
          Highly   Compensated   Employees  for  the  Plan  Year  shall  bear  a
          relationship  to the  Actual  Contribution  Percentage  for all  other
          eligible Employees for the current Plan Year which meets either of the
          following tests:

                                     VI-13
<PAGE>

               (1) The Actual Contribution  Percentage for the group of eligible
               Highly Compensated Employees for a Plan Year shall not exceed the
               Actual  Contribution  Percentage  for  the  group  of  all  other
               eligible Employees multiplied by 1.25, or

               (2) The  excess of the  Actual  Contribution  Percentage  for the
               group of eligible  Highly  Compensated  Employees for a Plan Year
               over the  Actual  Contribution  Percentage  for the  group of all
               other  eligible  Employees  shall not exceed  two (2)  percentage
               points (or such lesser amount as may be required by the Secretary
               of the  Treasury,  through  regulations  or  otherwise);  and the
               Actual  Contribution  Percentage for the group of eligible Highly
               Compensated  Employees  shall  not  exceed  the  Actual  Deferral
               Percentage  for  the  group  of  all  other  eligible  Employees,
               multiplied  by 2.0 (or such  lesser  amount as may be required by
               the Secretary of the Treasury, through regulations or otherwise).

          (c)  The  Actual  Deferral  Percentages  and the  Actual  Contribution
          Percentages for the group of Highly Compensated  Employees and for the
          group of all other  eligible  Employees,  computed in accordance  with
          sections 6.7(a) and 6.7(b) for purposes of limiting  contributions  in
          sections 6.1 and 6.3, may be separately  determined,  and applied, for
          the  Employees  within each group of Employees  that may be separately
          tested in accordance with applicable Treasury Regulations.

          (d) For  purposes  of this  section  6.7,  if two or more  plans of an
          Employer to which elective salary reduction  contributions,  voluntary
          contributions  or matching  contributions  are made are elected by the
          Employer to be treated as one Plan for  purposes of Section  410(b)(6)
          of the Code, such plans shall be treated as a single plan for purposes
          of  determining  the  Actual   Deferral   Percentage  and  the  Actual
          Contribution  Percentage.  For  purposes  of  determining  the  Actual
          Deferral  Percentages and the Actual Contribution  Percentages for the
          group of  Highly  Compensated  Employees  and the  group of all  other
          eligible  Employees,  all  Employees of the  respective  group who are
          directly or  indirectly  eligible to receive  allocations  of elective
          contributions  and/or  matching  contributions  under the Plan for any
          portion of the Plan Year,  and all Employees of the  respective  group
          who elect not to enter into salary  reduction  agreements  pursuant to
          section  6.1 or whose  eligibility  to  enter  into  salary  reduction
          agreements  has been  suspended  or  otherwise  limited  because of an
          election not to participate, a withdrawal, a loan, or a restriction on
          Annual  Additions as set forth in section 7.5, shall be included.  For
          purposes  of  determining  the  Actual  Deferral  Ratio and the Actual
          Contribution  Ratio  for a Highly  Compensated  Employee,  all cash or
          deferred  arrangements  in which the  Employee  is eligible to receive
          allocations of elective  contributions  and/or matching  contributions
          shall be taken into  account,  unless  otherwise  required by Treasury
          Regulation        Sections         1.401(k)-1(g)(1)(ii)(B)         and
          1.401(m)-1(f)(1)(ii)(B).

                                     VI-14
<PAGE>

          (e) Initial Plan Year:  In the case of the first Plan Year of the Plan
          (and any other  Plan Year  which may  properly  be  subject to Section
          401(k)(3)(E)  and/or  401(m)(3)  of the Code),  the amount  taken into
          account as the Actual Deferral  Percentage and the Actual Contribution
          Percentage  for the group of  eligible  Employees  who are not  Highly
          Compensated Employees for the preceding Plan Year shall be:

               (1) 3%; or

               (2) if elected by the  Company  under this  section  6.7(f),  the
               Actual Deferral Percentage and the Actual Contribution Percentage
               for  the  group  of  eligible   Employees   who  are  not  Highly
               Compensated Employees for such first Plan Year.

     6.8 Form and Timing of  Contributions.  Contributions  due from an Employer
for any Plan Year shall be made in cash or Employer  Securities.  Such  payments
may be made by a  contributing  Employer at any time,  but payment of  Qualified
Matching Contributions,  Matching Contributions,  and Non-Elective Contributions
for any Plan Year shall be  completed on or before the time  prescribed  by law,
including  extensions  thereof,  for filing such  Employer's  federal income tax
return  for its  taxable  year with  which or within  which such Plan Year ends.
Payment of any Elective  Contribution  shall be made not later than the earliest
date on which such contribution can reasonably be segregated from the Employer's
general  assets (and,  if earlier,  not later than the 15th  business day of the
month following the month in which it is withheld from a Participant's pay).

     6.9 Rollover  Contributions.  Each Employee at any time during a Plan Year,
with the consent of the Plan  Administrator  and in such manner as prescribed by
the Plan  Administrator,  may pay or cause to be paid to a  Trustee  a  rollover
contribution (as defined in the applicable sections of the Code, except that for
this purpose  "rollover  contribution"  shall be deemed to include both a direct
payment  from an  Employee  and a direct  transfer  from a  trustee  of  another
qualified plan in which the Employee is or was a participant). Effective January
1, 2002,  the Plan will accept  Participant  rollover  contributions  and direct
rollovers of  distributions  made after December 31, 2001, only from a qualified
plan  described  in Section  401(a) of the Code,  excluding  after-tax  employee
contributions.

     6.10 No Duty to  Inquire.  The  Trustees  shall  have no  right  or duty to
inquire  into  the  amount  of  any  contribution  made  by an  Employer  or any
Participant  or  the  method  used  in  determining   the  amount  of  any  such
contribution, or to collect the same, but each Trustee shall be accountable only
for funds actually received by it.
<PAGE>

                                  ARTICLE VII

                             Participants' Accounts

     7.1  Common  Fund.  Except  as  otherwise  provided  in this Plan or in the
Agreement and Declarations of Trust, the assets of each Trust (or, to the extent
provided in Article XI, the assets of each Fund) shall  constitute a common fund
in which each  Participant (or each  Participant who has directed that a portion
of his Account be invested in such Fund) shall have an undivided interest.

     7.2 Establishment of Accounts.

          (a) The Plan  Administrator  shall establish and maintain with respect
          to each  Participant  four Accounts,  designated as the  Participant's
          Elective  Contributions   Account,   Employer  Contributions  Account,
          Qualified Matching  Contributions  Account, and Matching Contributions
          Account.  For each  Participant  who is credited with a portion of any
          Non-Elective  Contribution  made  pursuant  to  section  6.5  (or  who
          previously   has  been  credited  with  a  portion  of  any  qualified
          non-elective  contribution made pursuant to the predecessor provisions
          of this Plan), the Plan  Administrator  shall establish and maintain a
          Qualified  Non-Elective  Contributions  Account.  For each Participant
          credited with a Rollover  Contribution made pursuant to section 6.9 or
          credited  with  amounts  attributable  to merged plans as described in
          section 7.2(g), the Plan Administrator  shall establish and maintain a
          Rollover/Merger    Account.   Each   Participant's   Accounts   shall,
          collectively, reflect the Participant's interest in the Trust Fund.

          (b) Each Participant's  Elective  Contributions  Account shall include
          Elective   Contributions  pursuant  to  section  6.1  and  adjustments
          thereto.  A Participant's  Elective  Contributions  Account shall also
          include amounts previously attributable to the Participant's "Elective
          Contributions  Account" in this Plan as of the Effective  Date of this
          Amendment and Restatement, including:

               (1)  salary  reduction  contributions  to the  401(k)  Plan  (and
               earnings  attributable  thereto) on behalf of a Participant prior
               to the merger of the 401(k) Plan with this Plan effective October
               1, 1993,

               (2) the Participant's  "Employer  Contributions  Account" in this
               Plan as of  December  31,  1995,  under the terms of this Plan in
               effect as of such date,

               (3) the Participant's  "ESOP Elective  Contributions  Account" in
               this Plan as of August 1, 1999,

               (4) the Participant's "401(k) Elective  Contributions Account" in
               this Plan as of August 1, 1999,

                                     VII-1
<PAGE>

               (5) the Participant's "Elective Contributions Account" in the PSS
               ESOP as of the date of its merger with this Plan,

               (6) salary  reduction  contributions  (and earnings  attributable
               thereto)  on behalf of the  Participant  to the  PSS/Taylor  Plan
               prior  to the  merger  of the  PSS/Taylor  Plan  with  this  Plan
               effective April 21, 2000,

               (7) salary  deferral  contributions  (and  earnings  attributable
               thereto) on behalf of  Participants  to the  National  Med Supply
               Plan prior to the  merger of the  National  Med Supply  Plan with
               this Plan effective August 1, 2001, and

               (8) the Participant's  "Supplemental ESOP Matching Contributions"
               in this Plan prior to the  Effective  Date of this  Amendment and
               Restatement.

          (c) Each Participant's  Employer  Contributions  Account shall include
          amounts contributed pursuant to section 6.4 and adjustments thereto. A
          Participant's   Employer  Contributions  Account  shall  also  include
          amounts  previously   attributable  to  the  Participant's   "Employer
          Contribution  Account" in this Plan as of the  Effective  Date of this
          Amendment and Restatement, including:

               (1) the Participant's  "ESOP Matching  Contributions  Account" in
               this Plan as of August 1, 1999, and

               (2) the Participant's  "ESOP Employer  Contributions  Account" in
               this Plan as of August 1, 1999.

          (d) Each Participant's  Qualified Matching Contributions Account shall
          include  Qualified  Matching  Contributions  made  pursuant to section
          6.3(a)(1), and adjustments thereto. A Participant's Qualified Matching
          Contributions   Account   shall  also   include   amounts   previously
          attributable  to  the  Participant's   "ESOP   Contribution   Account"
          (including "ESOP Matching  Contributions"  allocated after October 23,
          1998) in the PSS ESOP as of the date of its merger with this Plan, and
          other   amounts  in  the   Participant's   "Post-1998   ESOP  Matching
          Contributions  Account" in this Plan as of the Effective  Date of this
          Amendment and Restatement.

          (e) Each Participant's  Rollover/Merger Account shall include Rollover
          Contributions made pursuant to section 6.9 and reallocated pursuant to
          section  10.3.  A  Participant's  Rollover/Merger  Account  shall also
          include  amounts   previously   attributable   to  the   Participant's
          "Rollover/Merger  Account" as of the Effective  Date of this Amendment
          and Restatement, including:

               (1) the Brown's  Medical Supply Co.  Retirement  Savings Plan and
               the Y-Laboratories & Supplies,  Inc. 401(k) Retirement Plan prior
               to the  merger  of the  Brown's  Medical  Supply  Co.  Retirement
               Savings  Plan and the  Y-Laboratories  &  Supplies,  Inc.  401(k)
               Retirement  Plan with this Plan  effective  as of January 1, 1997
               and October 1, 1997, respectively,

                                     VII-2
<PAGE>

               (2) the PSS ESOP prior to its merger  with this Plan as of August
               1,  1999  (other  than  amounts  attributable  to  the  "Elective
               Contribution  Account" and the "ESOP Contribution Account" in the
               PSS ESOP),

               (3) the PSS/Taylor  Plan prior to its merger with this Plan as of
               April 21, 2000 (other than  salary  reduction  contributions  and
               adjustments thereto), and

               (4) the  National  Med Supply  Plan prior to its merger with this
               Plan  as  of  August  1,  2001  (other   than   salary   deferral
               contributions and adjustments thereto).

     The Plan  Administrator  may  establish  separate  sub-accounts  within the
     Rollover/Merger Account as needed. The Plan Administrator may establish and
     maintain  additional  sub-accounts from time to time to provide for amounts
     credited  to  Participants   and  transferred   from  other   tax-qualified
     retirement plans merged with this Plan upon the authorization and direction
     of the Board of Directors.

          (f) Each Participant's  Matching  Contributions  Account shall include
          Matching  Contributions  made  pursuant  to  section  6.3(a)(2),   and
          adjustments  thereto,  made  for  Matching  Contributions   Allocation
          Periods beginning after March 31, 2001.

          (g)  For  each  Participant  who is  credited  with a  portion  of any
          Non-Elective  Contribution  made  pursuant  to  section  6.5  (or  who
          previously   has  been  credited  with  a  portion  of  any  qualified
          non-elective  contribution made pursuant to the predecessor provisions
          of this Plan), the Plan  Administrator  shall establish and maintain a
          Qualified  Non-Elective  Contributions  Account.  Notwithstanding  any
          other provision of this Plan, any qualified non-elective  contribution
          made  pursuant  to the  predecessor  provisions  of this Plan shall be
          credited as  provided by this  section  7.2(g)  without  regard to the
          account to which such amount may have been previously credited.

          (h) The Plan  Administrator may establish and maintain with respect to
          each  Participant's  Accounts  invested  in  Employer  Securities,  an
          Employer  Securities Account and an Other Investments Account that may
          further reflect the  Participant's  interest in the Company Stock Fund
          attributable to such Accounts.

          (i) The Plan  Administrator may establish such additional  Accounts as
          are necessary to reflect a Participant's interest in the Trust Fund.

                                     VII-3
<PAGE>

     7.3 Interests of  Participants.  The interest of a Participant in the Trust
Fund shall be the vested  balance  remaining  from time to time in his  Accounts
after making the adjustments required in section 7.4.

     7.4 Adjustments to Accounts.  Subject to the provisions of section 7.5, the
Accounts of a Participant shall be adjusted from time to time as follows:

          (a) Each Participant's Accounts shall be credited with appreciation or
          depreciation, and earnings or losses, as follows:

               (1) As of each Valuation Date, the portions of each Participant's
               Accounts  credited  to  Employer  Securities  Accounts  shall  be
               credited  with any  stock  dividends  (as  well as the  aggregate
               unrealized  appreciation or depreciation,  if Employer Securities
               Accounts  are not  accounted  for in  shares)  for the  Valuation
               Period ending with such current  Valuation Date that are received
               on (or attributable to) shares of Employer  Securities  allocated
               to the Participant's Employer Securities Accounts.

               (2) As of each Valuation Date, the portions of the  Participant's
               Accounts credited to Other Investments Accounts shall be credited
               or charged,  as the case may be,  with the share of the  Earnings
               for the Valuation Period ending with such current Valuation Date.
               Each Participant's share of the Earnings of his Other Investments
               Accounts for any Valuation Period shall be determined by the Plan
               Administrator   on  a  weighted   average  basis,  so  that  each
               Participant  with a balance  in such Other  Investments  Accounts
               shall  receive a pro rata  share of the  Earnings  of such  Other
               Investments Accounts, taking into account the period of time that
               each dollar invested in such Other Investments  Accounts has been
               so invested.

               (3) To the extent not  otherwise  provided  for in the  preceding
               provisions   of  this  section   7.4(a),   the  portions  of  the
               Participant's  Accounts credited to Employer  Securities Accounts
               and Other  Investments  Accounts  shall be further  credited  and
               charged  with  (i)  the  proceeds  of  any   short-term   interim
               investments  that may be made by the Trustee during periods prior
               to purchase dates for the acquisition of Employer Securities by a
               Trustee,  and (ii) direct or indirect  purchases  of the Employer
               Securities  with  assets  other  than  Employer  Securities,  and
               purchases  of  assets  other  than  the  Employer  Securities  in
               connection with the sale of Employer Securities.



                                     VII-4
<PAGE>

               (4) As of each Valuation  Date, any portion of the  Participant's
               Accounts that is invested in a Pooled Investment Fund established
               under  section  11.2 (other  than a Company  Stock Fund) shall be
               credited  or  charged,  as the case  may be,  with a share of the
               Earnings of such Pooled  Investment Fund for the Valuation Period
               ending with such current Valuation Date. Each Participant's share
               of the  Earnings of a Pooled  Investment  Fund for any  Valuation
               Period  shall  be  determined  by  the  Plan  Administrator  on a
               weighted  average basis, so that each  Participant with a balance
               in such Pooled  Investment Fund shall receive a pro rata share of
               the Earnings of such Pooled  Investment Fund, taking into account
               the  period of time  that each  dollar  invested  in such  Pooled
               Investment Fund has been so invested.

               (5) As of each Valuation  Date, the portion of the  Participant's
               Accounts  that is invested  in each  Segregated  Investment  Fund
               established  under section 11.2 (other than a Company Stock Fund)
               shall be  credited  or  charged,  as the  case  may be,  with the
               Earnings  attributable  to the  Participant's  investment in such
               Segregated  Investment Fund for the Valuation  Period ending with
               such current Valuation Date.

          (b) As of each Valuation  Date, each  Participant's  Accounts shall be
          credited with his share of the contributions to the Plan, and shall be
          further adjusted, as follows:

               (1) The Elective  Contributions Account of a Participant shall be
               credited with any Elective  Contributions made by his Employer on
               his behalf and not previously credited to the Participant.

               (2) The Elective Contributions Account of an eligible Participant
               shall  be  credited  with  any   Additional   Elective   Deferral
               Contributions  made  by  his  Employer  on  his  behalf  and  not
               previously credited to the Participant.

               (3) The Qualified Matching Contributions Account of a Participant
               shall be credited with any Qualified Matching  Contributions with
               respect to a Matching Contributions Allocation Period made by the
               Employers on his behalf.

               (4)  The   Matching   Contributions   Account   of  an   eligible
               Participant,  as determined by section 6.3(b),  shall be credited
               with any  Matching  Contributions  made by the  Employers  on his
               behalf with respect to a Matching Contributions Allocation Period
               and not previously credited to the Participant.

               (5)  (A)  The  Employer  Contributions  Account  of  an  eligible
               Participant  shall be  credited  with his  share of the  Employer
               Discretionary Contribution, if any, made by the Employers and not
               previously credited to the Participant. The amount allocable to a
               Participant  entitled to a share of the contribution for the Plan
               Year  shall be the  amount  that shall bear the same ratio to the
               total of such contribution as the Participant's  Compensation for
               such Plan Year bears to the aggregate of the  Compensation of all
               Participants  for the Plan Year who are  entitled to share in the
               Employer  Discretionary  Contribution  for such  Plan  Year.  The
               Participant   shall  be  entitled   to  share  in  the   Employer
               Discretionary  Contribution  if  he  meets  the  requirements  of
               section 6.4.

                                     VII-5
<PAGE>

               (B) For each Plan Year in which this Plan is a Top Heavy Plan,  a
               Participant  who is  employed  by an  Employer on the last day of
               such Plan Year and who is a Non-Key  Employee  for such Plan Year
               shall  be  entitled   to  share  in  an  Employer   Discretionary
               Contribution  to the extent  such  allocation  does not exceed at
               least three percent (3%) of his Section 415 Compensation  (or, if
               less,  the highest  percentage  of such Section 415  Compensation
               allocated to a Key Employee's  Accounts hereunder (other than any
               amount allocated as an Additional Elective Deferral  Contribution
               or  to a  Rollover/Merger  Account),  as  well  as  his  employer
               contribution  accounts under any other defined  contribution plan
               maintained  by  such  Employer  or an  Affiliate,  including  any
               elective  contribution  to  any  plan  subject  to  Code  Section
               401(k)),  regardless  of whether the  preceding  requirements  of
               section  6.4 and this  section  7.4(b)(5)  have been met for such
               Participant.     Notwithstanding    the    foregoing,    Matching
               Contributions   allocated   to  a   Participant   entitled  to  a
               contribution  allocation  pursuant to this  section  7.4(b)(5)(B)
               shall be taken  into  account  for  purposes  of  satisfying  the
               minimum  contribution  requirements of this section  7.4(b)(5)(B)
               and Section  416(c)(2) of the Code. The preceding  sentence shall
               apply with respect to Matching  Contributions  under the Plan or,
               if the Plan  provides that the minimum  contribution  requirement
               shall  be  met  in  another  plan,  such  other  plan.   Matching
               Contributions  that are used to satisfy the minimum  contribution
               requirements of Section 416(c)(2) of the Code shall be treated as
               Matching  Contributions  for purposes of the Actual  Contribution
               Percentage  test  requirements  of  sections  6.3 and 6.7 and the
               requirements of Section 401(m) of the Code.

          (6) The Qualified  Non-Elective  Contributions  Account of an eligible
          Participant  shall  be  credited  with his  share of the  Non-Elective
          Contribution,  if any, made by the  Employers  pursuant to section 6.5
          and not  previously  credited to the  Participant  as provided by this
          section 7.4(b)(6).  The amount of any Non-Elective  Contribution shall
          be credited, to the extent available,  first to the Participant who is
          a Non-Highly  Compensated Employee and whose Compensation for the Plan
          Year is the  lowest of all  Participants  in an  amount  that does not
          exceed the  limitations on Annual  Additions  described in section 7.5
          after taking into consideration all other  contributions  allocable to
          the  Participant  pursuant  to  section  7.4(b).  If any  Non-Elective
          Contribution  remains  to  be  credited  to  Participants,  then  such
          Non-Elective  Contribution  shall  next  be  credited,  to the  extent
          available,  to  the  Participant  who is  the  Non-Highly  Compensated
          Employee whose  Compensation for the Plan Year is the second lowest of
          all  Participants  in the same manner as the first level of  crediting
          and  such   crediting   process  shall   continue  until  all  of  the
          Non-Elective Contribution is credited. In no event shall a Participant
          who is a Highly  Compensated  Employee be eligible to be credited with
          any portion of any Non-Elective Contribution.

                                     VII-6
<PAGE>

          (7) The Rollover/Merger  Account of an Employee shall be credited with
          the Rollover  Contributions,  if any, made by the Employee pursuant to
          section 6.9 and not previously credited to the Employee.

               (c) As of each  Valuation  Date,  each  Account of a  Participant
               shall be charged with the amount of any distribution  made to, or
               withdrawal made by, the Participant or his beneficiary  from such
               Account  during the Valuation  Period ending with such  Valuation
               Date.

               (d) The Trust Funds,  each Fund,  and the assets thereof shall be
               valued at their  fair  market  value as of each  Valuation  Date.
               Employer  Securities  shall  be  accounted  for  as  provided  in
               Treasury   Regulation   Section   1.402(a)-1(b)(2)(ii),   or  any
               successor regulation or statute. The Plan Administrator may adopt
               such  additional   accounting  procedures  as  are  necessary  to
               accurately reflect each Participant's interests in the Trust Fund
               or in any Fund.  Such  accounting  procedures  shall  include any
               procedures  necessary to  appropriately  reflect any earnings and
               losses that may result  from delays that may occur in  completing
               scheduled transactions. All such procedures shall be applied in a
               consistent, nondiscriminatory manner.

               (e) If the Plan Administrator determines in making any valuation,
               allocation or adjustments to any Participant's  Account under the
               provisions  of  the  Plan  that  the  strict  application  of the
               provisions   of  the  Plan  will  not   produce   equitable   and
               nondiscriminatory allocation among the Participants' Accounts, it
               may modify any  procedures  specified in the Plan for purposes of
               achieving an equal and nondiscriminatory allocation in accordance
               with the general  concepts  and  purposes of the Plan;  provided,
               however,  that any such  modification  shall not be  inconsistent
               with the provisions of Section 401(a)(4) of the Code.

     7.5 Limitation on Allocation of Contributions.

               (a) The Annual  Additions that may be contributed or allocated to
               a  Participant's  Account  under  the Plan and  under  any  other
               defined  contribution  plans  maintained  by  an  Employer  or an
               Affiliate for any Limitation  Year shall not exceed the lesser of
               (1) $40,000 (or, if greater, the dollar limitation established by
               the  Secretary of the Treasury  pursuant to Section  415(d)(1) of
               the  Code),  or  (2)  100%  of  the  Participant's   Section  415
               Compensation for such Limitation Year. The compensation limit set
               forth  in  section   7.5(a)(2)  above  shall  not  apply  to  any
               contribution  for medical  benefits after separation from service
               (within the meaning of Section  401(h) or Section  419A(f)(2)  of
               the Code), which is otherwise treated as an Annual Addition.

                                     VII-7
<PAGE>

               (b) In the event  that the  Annual  Additions,  under the  normal
               administration of the Plan, would otherwise exceed the limits set
               forth  above  for  any  Participant,  or in the  event  that  any
               Participant  participates  in both a defined  benefit  plan and a
               defined  contribution  plan  maintained  by any  Employer  or any
               Affiliate  and the  aggregate  annual  additions to and projected
               benefits under all of such plans, under the normal administration
               of such plans, would otherwise exceed the limits provided by law,
               then the Plan Administrator shall take such actions, applied in a
               uniform  and  nondiscriminatory  manner,  as will keep the annual
               additions  and  projected  benefits  for  such  Participant  from
               exceeding the applicable  limits  provided by law.  Excess Annual
               Additions  shall be disposed  of as  provided in section  7.5(c).
               Adjustments  shall be made to this Plan,  if  necessary to comply
               with such limits, before any adjustments may be made to any other
               Plan.

               (c) If as a result of the allocation of forfeitures, a reasonable
               error in estimating a Participant's  Section 415  Compensation or
               other circumstances  permitted under Section 415 of the Code, the
               Annual  Additions  attributable to Employer  contributions  for a
               particular   Participant   (including   elective,   matching  and
               voluntary contributions) would cause the limitations set forth in
               this  section  7.5 to be  exceeded,  the excess  amount  shall be
               deemed   first  to   consist   of  the   Participant's   Elective
               Contributions  in excess of any  amount  subject  to a  Qualified
               Matching Contribution and/or a Matching Contribution (pursuant to
               section  6.3(a)(1)  and/or  6.3(a)(2))  for the Plan Year,  which
               excess shall be returned to the Participant. The remaining excess
               then  shall be deemed to consist of  Elective  Contributions  and
               corresponding  Matching  Contributions and then, if any remaining
               excess, shall be deemed to consist of Elective  Contributions and
               corresponding Qualified Matching Contributions, in which case the
               excess   elective   contributions   shall  be  returned  to  such
               Participant  and the  corresponding  Matching  Contributions  and
               Qualified Matching  Contributions  shall be held and allocated in
               the manner  described below. Any remaining excess shall be deemed
               to consist of Employer  Discretionary  Contributions and shall be
               held  and  allocated  as  described   below.  Any  excess  amount
               attributable  to  Matching   Contributions,   Qualified  Matching
               Contributions and Employer  Discretionary  Contributions shall be
               held  unallocated in a suspense  account for the Limitation Year,
               used  to  reduce  Matching   Contributions   on  behalf  of  such
               Participant for the next  Limitation  Year, and allocated to such
               Participant in lieu of such reduced contribution as of the end of
               the next Limitation  Year under the terms of section 7.4(b).  Any
               such  allocations  shall be  treated as Annual  Additions  to the
               Account of the  Participant in the Limitation  Year that they are
               allocated  in lieu of such  reduced  contributions.  In the event
               that the Participant  terminates his  participation  in this Plan
               before all of the amounts in a suspense  account are allocated to
               his Account,  then such excess  amounts shall be retained in such
               suspense account,  to be reallocated to other  Participants as of
               the end of the next Limitation Year and any succeeding Limitation
               Years until all amounts in the suspense account are exhausted.


                                     VII-8
<PAGE>


                                  ARTICLE VIII
                             Benefits Under the Plan

     8.1 Retirement Benefit.

          (a) A  Participant  shall be entitled to retire from the employ of his
          Employer  upon such  Participant's  Normal  Retirement  Date.  Until a
          Participant  actually  retires  from the  employ of his  Employer,  no
          retirement  benefits shall be payable to him, and he shall continue to
          be treated in all respects as a Participant; provided, however, that a
          Participant  who is a 5% owner of the Company (or any  Affiliate)  and
          who attains age 70 1/2 shall begin receiving payment of his retirement
          benefit no later than the April 1 after the end of the  calendar  year
          in which he attains age 70 1/2. In addition,  upon giving  thirty (30)
          days  written  notice,  a  Participant  may take an  early  retirement
          commencing  on or after the  occurrence  of such  Participant's  Early
          Retirement Date.

          (b) Upon the retirement of a Participant as provided in section 8.1(a)
          and  subject  to  adjustment  as  provided  in  section  9.4(b),  such
          Participant  shall be  entitled to a  retirement  benefit in an amount
          equal to 100% of the balance in his Accounts as of the Valuation  Date
          immediately  preceding  or  concurring  with his benefit  commencement
          date,  plus the amount of any  contributions  allocated  subsequent to
          such Valuation Date.

     8.2 Disability Benefit.

          (a) In the  event a  Participant's  employment  with his  Employer  is
          terminated by reason of his total and permanent disability and subject
          to adjustment as provided in section 9.4(b), such Participant shall be
          entitled  to a  disability  benefit in an amount  equal to 100% of the
          balance in his Accounts as of the Valuation Date immediately preceding
          or concurring with the date of the severance of his  employment,  plus
          the amount of any contributions allocated subsequent to such Valuation
          Date.

          (b) Total and permanent  disability shall mean the total incapacity of
          a Participant to perform the usual duties of his  employment  with his
          Employer and will be deemed to have occurred only when  certified by a
          physician who is acceptable to the Plan Administrator and only if such
          proof is received by the  Administrator  within  sixty (60) days after
          the date of the termination of such Participant's employment.

          8.3 Severance from Employment Benefit.

                                     VIII-1
<PAGE>

          (a) In the  event a  Participant's  employment  with his  Employer  is
          severed  for  reasons  other  than  retirement,  total  and  permanent
          disability or death,  and subject to adjustment as provided in section
          9.4(b),  such  Participant  shall  be  entitled  to a  severance  from
          employment  benefit in an amount  equal to his vested  interest in the
          balance in his Accounts as of the Valuation Date immediately preceding
          or concurring with the date of the severance of his  employment,  plus
          his  vested  interest  in the  amount of any  contributions  allocated
          subsequent  to such  Valuation  Date.  This  section  shall  apply for
          distributions  after  December  31,  2001,   regardless  of  when  the
          severance from employment occurred.

          (b) (1) The vested interest in the Employer  Contributions Account and
          the  Matching  Contributions  Account of each  Participant  shall be a
          percentage  of the balance of each such  Account as of the  applicable
          Valuation Date, based upon such  Participant's  Years of Service as of
          the date of the severance of his employment, as follows:

             Years of Service                         Non-Forfeitable Percentage

            Less than 2 Years of Service                       0%
            2 years, but less than 3 years                     20%
            3 years, but less than 4 years                     40%
            4 years, but less than 5 years                     60%
            5 years, but less than 6 years                     80%
            6 years or more                                   100%


               (2)  Notwithstanding  the foregoing,  a Participant shall be 100%
               vested in his  Employer  Contributions  Account and his  Matching
               Contributions   Account  upon   attaining  his  Normal  or  Early
               Retirement Date. A Participant's  vested interest in his Elective
               Contributions Account,  Qualified Matching Contributions Account,
               Qualified Non-Elective Contributions Account, and Rollover/Merger
               Account  shall be 100%  regardless  of the number of his Years of
               Service.

          (c) (1) If the termination of employment  results in five  consecutive
          Breaks in Service,  then upon the occurrence of such five  consecutive
          Breaks in Service,  the nonvested  interest of the  Participant in his
          Employer  Contributions Account and his Matching Contributions Account
          as of the Valuation Date immediately  preceding or concurring with the
          date of his completion of five consecutive  Breaks in Service shall be
          deemed to be forfeited and such forfeited amount shall be reallocated,
          pursuant to the provisions of sections 8.3(d)(3) and 6.3(c) at the end
          of the Plan Year concurring  with the date the fifth such  consecutive
          Break in Service occurs.  If the Participant is later reemployed by an
          Employer or an  Affiliate,  the  unforfeited  balance,  if any, in his
          Employer  Contributions Account and his Matching Contributions Account
          that has not been distributed to such  Participant  shall be set aside
          in a separate account,  and such Participant's  Years of Service after
          any five consecutive Breaks in Service resulting from such termination
          of  employment  shall not be taken  into  account  for the  purpose of
          determining the vested interest of such  Participant in the balance of
          his  Employer  Contributions  Account  that  accrued  before such five
          consecutive Breaks in Service.  If interests in more than one class of
          Employer  Securities  have  been so  allocated  to such  Participant's
          Accounts,  the  Participant  shall forfeit the same proportion of each
          such class.

                                     VIII-2
<PAGE>

               (2) Notwithstanding any other provision of this section 8.3, if a
               Participant  is reemployed by an Employer or an Affiliate and, as
               a result,  no five  consecutive  Breaks  in  Service  occur,  the
               Participant   shall  not  be  entitled  to  any  severance   from
               employment benefit as a result of such termination of employment;
               provided, however, that nothing contained herein shall require or
               permit the  Participant  to return or otherwise  have restored to
               his Employer Contributions Account and his Matching Contributions
               Account any funds  distributed  to him prior to his  reemployment
               and the determination  that no five consecutive Breaks in Service
               would occur.

               (3) If a  Participant  is less than 100%  vested in his  Employer
               Contributions Account and his Matching  Contributions Account and
               he  receives  all or a  part  of his  severance  from  employment
               benefit,  then, if the  Participant  resumes  employment  with an
               Employer  or  an  Affiliate   before  the   occurrence   of  five
               consecutive  Breaks  in  Service,  until  such time as there is a
               fifth  consecutive  Break in Service,  the  Participant's  vested
               portion of the balance in his Employer  Contributions Account and
               his Matching  Contributions Account at any time shall be equal to
               an  amount  ("X")  determined  by the  formula X = P(AB + D) - D,
               where "P" is the vested  percentage  of the  Participant  at such
               time,  "AB"  is  the  balance  in  the   Participant's   Employer
               Contributions Account or his Matching  Contributions  Account, as
               applicable,  at such time and "D" is the amount  distributed as a
               severance from employment benefit.

               (d) (1)  Notwithstanding any other provision of this section 8.3,
               if at any time a  Participant  is less  than  100%  vested in his
               Employer  Contributions  Account and his  Matching  Contributions
               Account,  and, as a result of his severance from  employment,  he
               receives his entire  vested  severance  from  employment  benefit
               pursuant to the provisions of Article IX, and the distribution of
               such  benefit  is made not later than the close of the fifth Plan
               Year following the Plan Year in which such termination occurs (or
               such longer  period as may be permitted  by the  Secretary of the
               Treasury,  through  regulations  or  otherwise),  then  upon  the
               occurrence of such  distribution,  the nonvested  interest of the
               Participant  in  his  Employer   Contributions  Account  and  his
               Matching  Contributions  Account  shall be deemed to be forfeited
               and such forfeited  amount shall be reallocated,  pursuant to the
               provisions  of  sections  8.3(d)(3)  and 6.3(c) at the end of the
               Plan Year immediately  following or concurring with the date such
               distribution occurs.

                                     VIII-3
<PAGE>

               (2) If a  Participant  is not  vested  as to any  portion  of his
               Employer  Contributions  Account and his  Matching  Contributions
               Account,  he  will be  deemed  to have  received  a  distribution
               immediately  following his severance  from  employment.  Upon the
               occurrence of such deemed distribution, the nonvested interest of
               the  Participant  in his Employer  Contributions  Account and his
               Matching  Contributions  Account  shall be deemed to be forfeited
               and such forfeited  amount shall be reallocated,  pursuant to the
               provisions of sections  8.3(d)(3)  and 6.3(c),  at the end of the
               Plan Year immediately  following or concurring with the date such
               distribution occurs.

               (3) If a  Participant  whose  interest  is  forfeited  under this
               section 8.3(d) is reemployed by an Employer or an Affiliate prior
               to  the  occurrence  of  five   consecutive   Breaks  in  Service
               commencing after his  distribution,  then such Participant  shall
               have the right to repay to the Trust, before the date that is the
               earlier of (1) five years after the  Participant's  resumption of
               employment,  or (2) the  close  of a period  of five  consecutive
               Breaks  in  Service,  the  full  amount  of  the  severance  from
               employment  benefit   previously   distributed  to  him.  If  the
               Participant  elects to repay such amount to the Trust  within the
               time periods  prescribed  herein,  or if a nonvested  Participant
               whose  interest  was  forfeited  under  this  section  8.3(d)  is
               reemployed by an Employer or an Affiliate prior to the occurrence
               of five consecutive Breaks in Service,  the nonvested interest of
               the Participant  previously  forfeited pursuant to the provisions
               of  this  section  8.3(d)  shall  be  restored  to  the  Employer
               Contributions  Account and the Matching  Contributions Account of
               the Participant,  such restoration to be made from forfeitures of
               nonvested  interests and, if necessary,  by  contributions of his
               Employer,  so that the  aggregate  of the  amounts  repaid by the
               Participant  and restored by the Employer  shall not be less than
               the  Employer  Contributions  Account  balance  and the  Matching
               Contributions  Account  balance of the Participant at the time of
               forfeiture unadjusted by any subsequent gains or losses.

     8.4 Death Benefit.

          (a) In the event of the death of a Participant while he is employed by
          an Employer and subject to adjustment  as provided in section  9.4(b),
          his  beneficiary  shall be  entitled  to a death  benefit in an amount
          equal to 100% of the balance in his Accounts as of the Valuation  Date
          immediately  preceding or  concurring  with the date of his death plus
          the amount of any contributions allocated subsequent to such Valuation
          Date.

                                     VIII-4
<PAGE>

          (b) Subject to the provisions of section 8.4(c),  at any time and from
          time to time, each Participant  shall have the  unrestricted  right to
          designate a beneficiary to receive his death benefit and to revoke any
          such designation. Each designation or revocation shall be evidenced by
          written  instrument filed with the Plan  Administrator,  signed by the
          Participant  and  bearing  the  signatures  of at least two persons as
          witnesses to his  signature.  In the event that a Participant  has not
          designated a beneficiary or  beneficiaries,  or if for any reason such
          designation  shall be legally  ineffective,  or if such beneficiary or
          beneficiaries shall predecease the Participant, then the Participant's
          surviving Eligible Spouse, and if none, his issue, per stirpes, and if
          none, the personal  representative  of the estate of such  Participant
          shall be deemed to be the beneficiary designated to receive such death
          benefit, or if no personal  representative is appointed for the estate
          of such Participant, then his next of kin under the statute of descent
          and  distribution of the State of such  Participant's  domicile at the
          date  of  his  death  shall  be  deemed  to  be  the   beneficiary  or
          beneficiaries to receive such death benefit.

          (c) Notwithstanding the foregoing, if the Participant is married as of
          the date of his death,  the  Participant's  surviving  Eligible Spouse
          shall be deemed to be his designated beneficiary and shall receive the
          full  amount  of the death  benefit  attributable  to the  Participant
          unless the  spouse  consents  or has  consented  to the  Participant's
          designation   of  another   beneficiary.   Any  such  consent  to  the
          designation of another  beneficiary must acknowledge the effect of the
          consent,  must be  witnessed by a Plan  representative  or by a notary
          public and shall be  effective  only with  respect to that  spouse.  A
          spouse's consent may be either a restricted  consent (which may not be
          changed as to the  beneficiary  or (except as  otherwise  permitted by
          law) form of payment unless the spouse  consents to such change in the
          manner described herein) or a blanket consent (which acknowledges that
          the  spouse  has  the  right  to  limit  consent  only  to a  specific
          beneficiary  or a  specific  form of  payment,  and  that  the  spouse
          voluntarily  elects  to  relinquish  one  or  both  of  such  rights).
          Notwithstanding  the preceding  provisions of this section  8.4(c),  a
          Participant  shall not be  required to obtain  spousal  consent to his
          designation  of  another  beneficiary  if the  Participant  is legally
          separated or the Participant  has been abandoned,  and the Participant
          provides the  Administrator  with a court order to such effect, or the
          spouse cannot be located.


                                     VIII-5
<PAGE>



                                   ARTICLE IX

                              Payments of Benefits

     9.1 Time for Distribution of Benefits.

          (a) Except as otherwise  provided under this Article IX, the amount of
          the benefit to which a Participant is entitled under section 8.1, 8.2,
          8.3 or 8.4 shall be paid to him or applied  for his benefit or, in the
          case of a death  benefit,  shall be paid to or applied for the benefit
          of said  Participant's  beneficiary  or  beneficiaries,  as  described
          within  section 9.2  beginning as soon as  practicable  following  the
          Valuation Date  coincident  with or next  following the  Participant's
          retirement,  disability, death, or other severance from employment, as
          the case may be.

          (b) (1) Any  distribution  paid to a Participant (or, in the case of a
          death  benefit,  to his  beneficiary  or  beneficiaries)  pursuant  to
          section 9.1(a) shall commence not later than the earlier of:

                    (A) the 60th  day  after  the  last day of the Plan  Year in
                    which the  Participant's  employment  is  terminated  or, if
                    later, in which occurs the  Participant's  Normal Retirement
                    Date; or

                    (B)  solely  for each  Participant  who is a 5% owner of the
                    Company  or an  Affiliate,  April 1 of the year  immediately
                    following the calendar year in which he reaches age 70 1/2.

               (2) Notwithstanding the foregoing,  no distribution shall be made
               of any Participant's benefit payable pursuant to section 8.1, 8.2
               or 8.3 prior to his Normal  Retirement  Date  unless the value of
               his  vested  Accounts  do  not  exceed  $5,000,   or  unless  the
               Participant  consents to the  distribution.  For each Participant
               who severs employment after December 31, 2001, the portion of the
               Participant's Rollover/Merger Account that is attributable to his
               Rollover   Contributions   shall  be  excluded  for  purposes  of
               determining  whether  the  value of his  vested  Accounts  exceed
               $5,000.  The Plan  Administrator  shall provide each  Participant
               entitled  to a  distribution  of more than  $5,000 with a written
               notice of his rights,  which shall include an  explanation of the
               alternative  dates for distribution of benefits.  The Participant
               may elect to exercise  such  rights,  no less than 30 days and no
               more than 90 days  before the first date upon which  distribution
               of  the  Participant's  vested  Account  balances  may  be  made;
               provided,  however,  that such distribution may be made less than
               30 days after the exercise of such rights if

                    (A) the Plan  Administrator  informs the  Participant of his
                    right to such thirty to ninety day period, and

                                      IX-1
<PAGE>

                    (B) the  Participant,  after  receiving such notice from the
                    Plan Administrator,  affirmatively  elects a distribution in
                    less than 30 days. In the event that a Participant  does not
                    consent to a  distribution  of a benefit in excess of $5,000
                    to which he is entitled  under  section 8.1, 8.2 or 8.3, the
                    amount of his benefit  shall be paid to the  Participant  in
                    such subsequent  Plan Year as the Participant  shall, at any
                    time,  select,  but not later than sixty (60) days after the
                    last day of the Plan Year in which the  Participant  reaches
                    his Normal Retirement Date.

     9.2 Form of Payment.

          (a) The benefits payable under sections 8.1, 8.2, 8.3 and 8.4 shall be
          paid  to the  Participant  (or,  if  applicable,  his  beneficiary  or
          beneficiaries),  to the  extent  possible,  in  cash  or in  units  of
          Employer  Securities (except that no fractional shares shall be issued
          and the value of any  fractional  shares to which a Participant  would
          otherwise  be  entitled  shall be paid in  cash),  as  elected  by the
          Participant (or his beneficiary or beneficiaries).  If the Participant
          elects to receive  all or any  portion  of the  vested  balance in his
          Accounts in units of Employer Securities,  then, during the sixty (60)
          day period immediately preceding the proposed distribution date of the
          benefit which the  Participant  is entitled to receive under the Plan,
          the Trustee, to the extent possible, shall apply (net of any brokerage
          commissions)  such  portion  of  the  Participant's  Accounts  to  the
          purchase of the maximum  number of whole units of Employer  Securities
          at their then Fair Market Value, which units shall be allocated to the
          Participant's  Employer Securities Accounts.  If the Trustee is unable
          to apply any elected  portion of the  balance of such  Accounts to the
          purchase of whole units of Employer  Securities  within the said sixty
          (60) day period, such elected portion shall be paid in cash.

          (b) Notwithstanding the provisions of section 9.2(a), if the amount to
          which any  Participant  is entitled  under  Article  VIII is less than
          $5,000,  the Plan  Administrator,  in  accordance  with a uniform  and
          nondiscriminatory  policy,  may pay such amount to the  Participant or
          his  beneficiary  in the form of cash rather than Employer  Securities
          unless the Participant or his beneficiary  demands that such amount be
          distributed  in the form of Employer  Securities;  provided,  however,
          that prior to distributing any such amount in cash, the  Participant's
          right to  demand a  distribution  in the form of  Employer  Securities
          instead of cash shall have been communicated to the Participant or his
          beneficiary in writing by the Plan Administrator.

     9.3 Manner of Payment.

          (a) Benefits  payable  under  sections  8.1, 8.2, 8.3 and 8.4 shall be
          paid in a single lump sum payment.

                                      IX-2
<PAGE>

          (b)  Each  payment   shall  satisfy  the   incidental   death  benefit
          requirements and all other applicable  provisions of Section 401(a)(9)
          of the Code, the regulations  issued thereunder  (including Prop. Reg.
          Section  1.401(a)(9)-2),  and such other  rules  thereunder  as may be
          prescribed by the Commissioner.

     9.4 Liquidation of Investments and Periodic Adjustments.

          (a)  Notwithstanding  any other  provision  of this  Plan,  whenever a
          Participant is entitled to a distribution  or withdrawal from the Plan
          pursuant  to Article IX or X, the Plan  Administrator  and the Trustee
          shall be entitled to liquidate all, or any portion, of the investments
          attributable to the Participant's Accounts at any time during the five
          business  days  preceding  the date  upon  which the  distribution  or
          withdrawal is scheduled to occur in order to facilitate the payment of
          benefits.  In the event that the Plan  Administrator  and the  Trustee
          elect to liquidate  investments  in order to facilitate a distribution
          or withdrawal,  the  liquidated  funds may be placed in a money market
          fund or similar  investment fund (or, when reasonable,  may be held in
          cash, without liability for interest thereon).  The Plan Administrator
          may adopt such  accounting  procedures  as are necessary to accurately
          reflect the Participant's interest in such liquidated funds.

          (b) Except as otherwise  provided in section 9.4(a), to the extent the
          balance  of a  Participant's  Accounts  has not been  distributed  and
          remains  in the Plan,  the value of such  remaining  balance  shall be
          subject to adjustment  from time to time pursuant to the provisions of
          Article VII.

     9.5 Direct  Rollover  Distributions.  Notwithstanding  any provision of the
plan to the  contrary,  a Distributee  may elect,  at the time and in the manner
prescribed by the Plan Administrator,  to have all or any portion of an Eligible
Rollover  Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover.  In the event that a Distributee elects to
have only a portion of an Eligible  Rollover  Distribution  paid  directly to an
Eligible Retirement Plan, the portion must not be less than $500 (adjusted under
such  regulations  as may be issued  from time to time by the  Secretary  of the
Treasury).

     9.6 Put Options.

          (a)  The  provisions  of  this  section  9.6  relate  to all  Employer
          Securities  purchased  with the proceeds of an exempt loan pursuant to
          Treasury  Regulation  Section  53.4975-7(b)  and held as assets of the
          Trust. Except to the extent hereinafter  provided in this section 9.6,
          except as provided in section 9.7, or except as otherwise  required by
          applicable  law, no such Employer  Securities may be subject to a put,
          call or other option, or buy-sell or similar arrangement while held by
          and when distributed from the Plan.

                                      IX-3
<PAGE>

          (b) If any  Employer  Securities  subject to this  section  9.6,  when
          distributed  to or for the  benefit  of a  Participant,  are not  then
          listed on a national securities exchange registered under section 6 of
          the  Securities  Exchange Act of 1934 (the "1934 Act") or are not then
          quoted on a system  sponsored  by a  national  securities  association
          registered  under section  15A(b) of the 1934 Act, or, if so listed or
          quoted,  are then subject to a trading limitation (a restriction under
          any federal or state securities law, any regulation  thereunder or any
          permissible  agreement affecting such Employer Securities,  that makes
          such Employer Securities not as freely tradable as Employer Securities
          not  subject  to  such   restriction),   then  the  Participant,   the
          Participant's  beneficiary or beneficiaries,  the persons to whom such
          shares are transferred by gift from the Participant,  or any person to
          whom  such  Employer  Securities  pass by  reason  of the death of the
          Participant or a beneficiary of the  Participant,  as the case may be,
          shall be  granted  an option to put any of the units of such  Employer
          Securities to the Company.  The put option shall  provide that,  for a
          period of fifteen (15) months after such shares are  distributed,  the
          Participant,  the  Participant's  beneficiary  or  beneficiaries,  the
          persons  to  whom  such  shares  are  transferred  by  gift  from  the
          Participant,  or any person to whom such Employer  Securities  pass by
          reason  of  the  death  of the  Participant  or a  beneficiary  of the
          Participant,  as the case  may be,  shall  have the  right to have the
          Company purchase such units at their Fair Market Value on the date the
          put option is exercised. Any such put option shall be exercised by the
          holder  notifying  the Company in writing that the put option is being
          exercised; the date of exercise shall be the date the Company receives
          such written  notice.  Payment of the purchase  price shall be made by
          the Company, at the election of the Company,  either in cash within 30
          days after the date of exercise  or by an  installment  purchase.  Any
          installment  purchase must provide for adequate security, a reasonable
          interest rate and a payment schedule providing for cumulative payments
          at any time not less than the  payments  that would be made if made in
          substantially equal annual  installments  beginning within 30 days and
          ending not more than five years  (which may be  extended  to a date no
          later than the  earlier of ten years after the date of exercise or the
          date  the  proceeds  of the  loan  used  by the  Plan to  acquire  the
          securities  in question  are entirely  repaid)  after the date the put
          option is exercised.

          (c) The following  special rules shall apply to any put option granted
          with respect to any Employer Securities subject to this section 9.6:

               (1) At the time that any such put option is  exercised,  the Plan
               shall have an option to assume the rights and  obligations of the
               Company under the put option.

                                      IX-4
<PAGE>

               (2) If it is known at the time that a loan is made to the Plan to
               enable it to purchase  Employer  Securities that federal or state
               law will be  violated  by the  Company  honoring  the put  option
               provided in this  section  9.6, the holder of any such put option
               shall have the right to put such  Employer  Securities to a third
               party that has substantial net worth at the time the loan is made
               and whose net worth is reasonably expected to remain substantial,
               the  identity  of such  third  party to be  selected  by the Plan
               Administrator.

               (3) If any such Employer  Securities are publicly  traded without
               restriction when distributed, but cease to be so traded within 15
               months after  distribution,  the Company shall notify each holder
               of such Employer  Securities,  in writing, on or before the tenth
               day  after  the  date  such  Employer  Securities  cease to be so
               traded,  that for the  remainder  of the  15-month  period,  such
               Employer  Securities  are  subject to a put  option.  Such notice
               shall  also  inform  the  holder of the terms of such put  option
               (which  terms shall be  consistent  with the  provisions  of this
               section  9.6).  If such notice is given after the tenth day after
               the date such  Employer  Securities  cease to be so  traded,  the
               duration  of the put option  shall be  extended  by the number of
               days  between  such  tenth  day and the date on which  notice  is
               actually given.

               (4) The period during which a put option is exercisable shall not
               include  any time when a  distributee  is unable to  exercise  it
               because  the party  bound by the put  option is  prohibited  from
               honoring it by applicable federal or state law.

          (d) Except as  otherwise  permitted  by law,  the  provisions  of this
          section 9.6 are not terminable  for any reason,  including as a result
          of the repayment of any loan used to acquire Employer Securities or by
          the cessation of the Plan as an employer stock ownership plan.

     9.7 Location of Participant or Beneficiary  Unknown. In the event that all,
or any portion, of the distribution  payable to a Participant or his beneficiary
hereunder  shall,  at the  expiration  of two (2)  years  after it shall  become
payable, remain unpaid solely by reason of the inability of the Administrator to
ascertain the  whereabouts of such  Participant or his  beneficiary  despite the
reasonable  effort  of the  Administrator  to  locate  such  Participant  or his
beneficiary,  the  amount  so  distributable  may,  at  the  discretion  of  the
Administrator,  be  treated  as a  forfeiture  and used as  provided  by section
6.3(c).  In the event a Participant or beneficiary is located  subsequent to his
benefit being reallocated,  such benefit shall be restored.  Notwithstanding the
foregoing  provisions of this section,  the Administrator  shall comply with the
mandatory direct rollover distribution  requirements of Section 401(a)(31)(B) of
the Code at all times after the  provisions  of such  Section are required to be
effective under applicable federal law. In the event that Section  401(a)(31)(B)
of the Code is considered,  by the Internal  Revenue  Service,  as setting forth
permissive  guidelines for  distributions on behalf of missing  Participants and
beneficiaries,  the Plan  Administrator  may, at its  discretion,  elect to make
direct rollover  distributions  in accordance with Section  401(a)(31)(B) of the
Code.


                                      IX-5
<PAGE>


X-2

                                   ARTICLE X

                            Preretirement Withdrawals

     10.1 Hardship Withdrawals.

          (a) A  Participant  will be  eligible to receive a  withdrawal  of any
          amounts  credited  to  his  Elective  Contributions  Account  and  his
          Rollover/Merger  Account on account of Hardship.  Notwithstanding  the
          foregoing,  any  withdrawal  pursuant to this  Section  10.1 shall not
          include amounts  credited at any time to the Participant (in this Plan
          or any plan merged  with this Plan) as (1)  earnings  attributable  to
          Elective Contributions, or (2) Non-elective Contributions and earnings
          attributable  thereto.  If  a  Participant  incurs  a  Hardship,  such
          Participant  may apply to the  Administrator  for the  withdrawal of a
          portion of his  Elective  Contributions  Account  and  Rollover/Merger
          Account   not  in  excess  of  the  amount  of  such   Hardship.   The
          Administrator shall determine whether an immediate and heavy financial
          need exists and the amount  necessary  to meet the need (which  amount
          may include the amount  necessary  to pay income  taxes and  penalties
          reasonably  anticipated to result from the withdrawal),  or the lesser
          amount,  if any, to be distributed to such  Participant,  in a uniform
          and nondiscriminatory manner. If the Administrator approves a Hardship
          withdrawal,  it shall direct the Trustee to distribute  such amount to
          such   Participant   first   from   any   amounts   credited   to  his
          Rollover/Merger  Account  and  then  from his  Elective  Contributions
          Account  (subject,  in  each  case,  to  the  restrictions  set  forth
          hereinabove).  No Hardship  Withdrawal shall be permitted in an amount
          less than $1,000.

          (b) An immediate and heavy financial need shall be deemed to include

               (1) expenses of medical care (as defined in Section 213(d) of the
               Code)  incurred  by  the  Participant  or  his  spouse  or  other
               dependents  (as defined in Section 152 of the Code) or  necessary
               for such persons to obtain such medical care,

               (2) payments (other than mortgage  payments)  directly related to
               the purchase of the Participant's principal residence,

               (3) payment of tuition and related  educational fees for the next
               12 months of post-secondary  education for the Participant or his
               spouse, children or other dependents,

               (4) payments necessary to prevent the eviction of the Participant
               from his principal  residence or the  foreclosure on the mortgage
               of such residence, and


                                      X-1
<PAGE>

               (5) such other events as may be prescribed by the Commissioner of
               the  Internal  Revenue  Service in revenue  rulings,  notices and
               other documents of general applicability.

          (c) A financial  need shall not fail to qualify as immediate and heavy
          merely  because such need was  reasonably  foreseeable  or voluntarily
          incurred by the Participant.

          (d) A  distribution  pursuant  to this  section  10.1  will be  deemed
          necessary to satisfy the financial need of a Participant if

               (1)  the  distribution  is not in  excess  of the  amount  of the
               immediate and heavy financial need of the Employee (including any
               amount  necessary  to pay income taxes and  penalties  reasonably
               anticipated to result from the distribution);

               (2) the  Participant has obtained all  distributions,  other than
               hardship  distributions,   and  all  nontaxable  loans  currently
               available under all plans maintained by an Employer;

               (3) the Participant's  Elective  Contributions to the Plan or any
               other  qualified or nonqualified  plans of deferred  compensation
               maintained  by an Employer are  suspended and he is not permitted
               to make further Elective  Contributions until the expiration of 6
               months from the date of such withdrawal; and

               (4)  the   Participant   is  not   permitted  to  make   Elective
               Contributions  to the Plan or any  other  plan  maintained  by an
               Employer for the Participant's taxable year immediately following
               the taxable  year of the Hardship  distribution  in excess of the
               applicable  limit under Section  402(g) of the Code for such next
               taxable  year  less the  amount  of such  Participant's  elective
               contributions for the taxable year of the hardship distribution.

          (e) Any  Participant  who  withdraws  an amount  pursuant  to  section
          10.1(a) shall be subject to the limitations of section 6.1(g).

     10.2 Withdrawals  After Age 59 1/2. Upon reaching age 59 1/2, a Participant
may apply to the  Administrator  for the  withdrawal  of all or a portion of his
vested Accounts. The Administrator shall establish uniform and nondiscriminatory
rules and procedures  regarding the  distribution  of benefits  pursuant to this
section.  The  Administrator  shall  direct  the  Trustee  to  distribute  to  a
Participant who has applied for such a withdrawal the amount  requested from his
Accounts. Amounts withdrawn from the Participant's Accounts shall be paid to the
Participant in the form and manner provided in sections 9.2 and 9.3.



                                      X-2
<PAGE>




                                   ARTICLE XI

                              Directed Investments

     11.1 Participant  Directed  Investments.  Each Participant shall direct the
Trustee to invest his Accounts as provided by sections 11.1 through  11.6.  Each
Participant,  whose Accounts were partially invested, prior to April 1, 2002, at
the  direction of the "company  stock fund  trustee" (as defined by the terms of
this Plan prior to this  Amendment  and  Restatement)  may elect on or after the
Effective Date to invest all or any portion of his Accounts  previously invested
in the Company Stock Fund at the  direction of the "company  stock fund trustee"
in any investment set forth in section 11.2 of the Plan.  Until a Participant so
elects on or after the  Effective  Date, he shall be deemed to have elected that
his Accounts previously invested in the Company Stock Fund by the "company stock
fund trustee" shall remain invested as they were invested prior to the Effective
Date.

     11.2 Investment  Funds.  Each Participant may invest his Accounts in one or
more of the following investment funds:

          (a) A "Money Market  Fund," which may consist of a portfolio  invested
          in commercial  paper, U.S.  Government or federal agency  obligations,
          short-term  corporate  obligations,   bank  certificates  of  deposit,
          savings accounts,  guaranteed  investment-type  contracts,  fixed rate
          annuity contracts  (provided,  however,  that no such annuity contract
          shall be deemed to permit any Participant to receive any benefit under
          this  Plan  in  the  form  of  a  life  annuity),   and/or  comparable
          investments, as deemed appropriate by the Plan Administrator, designed
          to provide maximum  protection of capital with a conservative  rate of
          return;

          (b) A "Bond Fund," which may consist of a portfolio invested primarily
          in  governmental  and  corporate  bonds,  notes and bills,  fixed rate
          annuity contracts  (provided,  however,  that no such annuity contract
          shall be deemed to permit any Participant to receive any benefit under
          this Plan in the form of a life annuity),  mortgages, savings accounts
          and/or  comparable  investments,  as  deemed  appropriate  by the Plan
          Administrator, designed to provide for a moderate rate of return based
          primarily upon interest income;

          (c) A  "Balanced  Fund,"  which may  consist of a  portfolio  invested
          primarily in common and preferred  stocks,  governmental and corporate
          bonds and such other securities or investment opportunities, as deemed
          appropriate  by the Plan  Administrator,  designed  to  provide  for a
          balanced  return based upon  appreciation of stocks and income derived
          from interest and dividends;

          (d) A "Value  Fund,"  which may  consist of a  portfolio  invested  in
          common and  preferred  stocks  (and  other  securities  or  investment
          opportunities)  believed  to be trading at  significant  discounts  to
          their  perceived  economic  value,  as deemed  appropriate by the Plan
          Administrator, providing for long-term capital appreciation;

                                      XI-1
<PAGE>

          (e) A  "Growth  Fund,"  which  may  consist  of a  portfolio  invested
          primarily in common  stocks and such other  securities  or  investment
          opportunities,  as  deemed  appropriate  by  the  Plan  Administrator,
          providing primarily for long-term capital appreciation;

          (f) An  "Aggressive  Growth  Fund,"  which may  consist of a portfolio
          invested   primarily  in  common  stocks  of  small  and  medium-sized
          companies and such other  securities or investment  opportunities,  as
          deemed appropriate by the Plan Administrator,  providing for long-term
          capital appreciation;

          (g) A "Stock  Market  Index  Fund",  which may  consist of a portfolio
          designed to obtain  investment  returns  substantially  similar to the
          return of the Standard and Poors 500 Composite Stock Price Index;

          (h)  A  "Global  Fund"  which  may  consist  of a  portfolio  invested
          primarily in common  stocks of foreign and domestic  corporations,  as
          deemed appropriate by the Plan Administrator,  providing primarily for
          long-term capital appreciation;

          (i) A  "Company  Stock  Fund,"  which  shall  consist  of a  portfolio
          invested in Employer  Securities  (except for cash or cash equivalents
          pending  distribution  or  investment  and  a  short-term   investment
          component  which may be retained in the  discretion  of the Trustee to
          provide liquidity for such fund); and

          (j) Such additional,  or alternative,  investment funds as may be made
          available by the Plan Administrator from time to time.

The Plan  Administrator may provide such Funds through mutual funds,  investment
contracts, or other appropriate investment vehicles.

     11.3 Election Procedures. Each Participant's elections described in section
11.1  shall  be made  upon  his  commencement  of  participation  in the Plan in
accordance  with the  Agreements  and  Declarations  of Trust or by any contract
entered  into by the  Trustees  or the  Plan  Administrator  with an  investment
manager appointed to manage all or any portion of the assets of the Plan.

     (a) A  Participant  shall  designate  the  percentage of his Accounts to be
     allocated  to any Fund.  The  Administrator  shall  establish  the  minimum
     percentage  that each  Participant  may select to be  allocated to any Fund
     selected by the Participant.

     (b) A Participant may revise his election effective as of such dates as may
     be selected  by the Plan  Administrator  from time to time (which  shall be
     effective not less than  quarterly).  The  Participant's  revised  election
     shall be effective for  contributions  made to the Plan after the effective
     date of such revision,  and may be effective for the investment of balances
     previously allocated and remaining credited to a Participant's Accounts.

                                      XI-2
<PAGE>

     (c) The  Trustees  shall  make  requested  investments  on  behalf  of each
     Participant within a reasonable period after the receipt of directions from
     the  Administrator  or the Participant.  Whenever a Participant  requests a
     transfer  of any  portion of his  Accounts  from one Fund to  another,  the
     Trustee  shall be  permitted to delay the purchase of the new Fund until it
     receives the proceeds attributable to the sale of the prior Fund.

     11.4 Failure to Designate. If a Participant does not specifically designate
the initial  investments for all of his Accounts,  the  Administrator  shall not
accept his initial salary  reduction  agreement.  Except as set forth in section
11.1,  in the event  that a  Participant  is  credited  with  Accounts  prior to
providing the Trustees with directions for the investment of his Accounts,  such
Accounts shall be invested in the Balanced Fund.

     11.5  Uniform   Procedures.   The  Administrator  shall  establish  uniform
procedures regarding Participant investment  directions,  which procedures shall
be  communicated  to all  Participants.  The  Plan  Administrator,  at its  sole
discretion, may prohibit, or otherwise restrict,  investment of Account balances
in the Company  Stock Fund by any officer,  director or 10%  shareholder  of the
Company,  or any other Participant who is required to file reports under Section
16(b) of the Securities Exchange Act of 1934, in order to prevent a violation of
federal law or an undue administrative burden upon the Plan Administrator.

     11.6 Designated Section 404(c) Plan.

          (a)  This  Plan  is  designated  as an  "ERISA  Section  404(c)  Plan"
          providing  Participants  (and  beneficiaries)  with the opportunity to
          exercise  control over the investment of assets held in their Accounts
          and to select,  from a broad range of investment  funds, the manner in
          which some or all of the assets in their  Accounts are  invested.  The
          investment funds shall be selected and offered by the Company,  as the
          designated plan fiduciary,  in accordance with Section 404(c) of ERISA
          and the regulations thereunder.

          (b) Information relating to the purchase, holding or sale of interests
          in the  Company  Stock  Fund by  Participants,  as well as the  voting
          and/or  tender  of  Employer  Securities,  shall  be  maintained  on a
          confidential basis by the director of personnel for the Company at all
          times.  The  director  of  personnel  for  the  Company  shall  be the
          fiduciary responsible for maintaining all participant information with
          respect to  investments  in, and the voting and tender of, the Company
          Stock Fund.  The director of  personnel  shall  maintain  confidential
          information with respect to  participants'  investments in the Company
          Stock  Fund in a manner  that will  prevent  officers,  directors  and
          employees  of the Company  from  obtaining  access to the  information
          unless  they  have  been   specifically   authorized  to  receive  the
          information in connection with their  responsibilities with respect to
          the  administration  of the plan. The director of personnel also shall
          be responsible for the periodic review and revision of confidentiality
          procedures for the Plan.

                                      XI-3
<PAGE>

          (c) In the event the  fiduciary  designated  in section  11.6(b) above
          determines that the direct or indirect exercise of shareholder  rights
          by any  Participant  who has invested in the Company Stock Fund may be
          subject to undue employer  influence,  the fiduciary shall appoint one
          or more  independent  fiduciaries  (who  are not  affiliated  with any
          Employer)  to carry out such  activities  with  respect to the Company
          Stock  Fund  as may be  required  to  eliminate  such  undue  employer
          influence.

     11.7 Loans. No new  Participant  loans will be permitted from the Plan. For
loans  made to  Participants  in the PSS ESOP  prior to October  23,  1998,  the
provisions  of the PSS ESOP,  as set forth  prior to its merger  with this Plan,
shall be in effect.

                                      XI-4
<PAGE>



XII-2

                                  ARTICLE XII

                                   Trust Funds

     12.1 Trust Fund. The Trust Fund shall be held by The Chase  Manhattan Bank,
as Trustee,  or by a successor  trustee or trustees,  for use in accordance with
the Plan  under the  Agreement  and  Declaration  of Trust.  The  Agreement  and
Declaration  of Trust may from time to time be  amended  in the  manner  therein
provided.  Similarly, the Trustee may be changed from time to time in the manner
provided in the Agreement and Declaration of Trust.

     12.2 Separate  Funds.  The Trustee may maintain a primary trust fund (which
shall include  assets  attributable  to Funds other than the Company Stock Fund)
and a Company Stock Fund.

     12.3 Voting.  Unless otherwise required by the Agreement and Declaration of
Trust, any voting and other rights with respect to units of Employer  Securities
held as part of, or  otherwise  attributable  to, each  Participant's  Accounts,
within the Company Stock Fund shall be exercised as follows:

     (a) If the Employer  has a publicly  traded  security,  as defined in Labor
     Reg.  ss.  2550.404(c)-1(d)(2)(ii)(E)(4)(iii),  any voting and other rights
     with respect to units of Employer Securities  (including fractional shares)
     allocated  to  any  Participant's  Employer  Securities  Account  shall  be
     exercised by the Trustee in accordance with instructions received from such
     Participant.

     (b) In  connection  with the  exercise  of the  rights set forth in section
     12.5(a),  the Trustee  shall notify each  Participant  at least thirty (30)
     days  prior  to the  date  upon  which  such  rights  are to be  exercised;
     provided,  however,  that the Trustee shall not be under any  obligation to
     notify  the  Participants  sooner  than it  receives  such  information  as
     security holders of record. In the event the notice received by the Trustee
     makes it  impossible  for the  Trustee to comply  with such thirty (30) day
     notice requirement, the Trustee shall notify the Participants regarding the
     exercise  of such rights as soon as  practicable.  The  notification  shall
     include all  information  distributed to the security  holders of record by
     the Employer  regarding  the exercise of such rights.  The Trustee shall be
     entitled  to  exercise  such  rights  on the units of  Employer  Securities
     allocated to a Participant's Employer Securities Account only to the extent
     that it  receives  direction  from  such  Participant,  and if it does  not
     receive direction, it shall not exercise any rights.

     12.4 Dividends.  Unless otherwise required by the Agreement and Declaration
of Trust,  dividends with respect to units of Employer  Securities  held as part
of, or otherwise  allocable to, the Participants'  Accounts shall be retained by
the Trustee  within the Company  Stock Fund and  allocated in the same manner as
other income of the Trust Fund.


                                     XII-1
<PAGE>


                                  ARTICLE XIII

            Expenses of Administration of the Plan and the Trust Fund

         The Company shall bear all expenses of implementing this Plan and the
Trust. For its services, any corporate trustee shall be entitled to receive
reasonable compensation in accordance with its written agreement with the
Company, as in effect from time to time. Any individual Trustee shall be
entitled to such compensation as shall be arranged between the Company and the
Trustee by separate instrument; provided, however, that no person who is already
receiving full-time pay from any Employer or any Affiliate shall receive
compensation from the Trust Fund (except for the reimbursement of expenses
properly and actually incurred). The Company may pay all expenses of the
administration of the Trust Fund, including the Trustee's compensation, the
compensation of any investment manager, the expense incurred by the Plan
Administrator in discharging its duties, all income or other taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon or
in respect of the Trust Fund, and any interest that may be payable on money
borrowed by the Trustee for the purpose of the Trust and any Employer may pay
such expenses as relate to Participants employed by such Employer. Any such
payment by the Company or another Employer shall not be deemed a contribution to
this Plan. Such expenses shall be paid out of the assets of the Trust Fund
unless paid or provided for by the Company or another Employer. Notwithstanding
anything contained herein to the contrary, no excise tax or other liability
imposed upon the Trustee, the Plan Administrator or any other person for failure
to comply with the provisions of any federal law shall be subject to payment or
reimbursement from the assets of the Trust.


                                     XIII-1
<PAGE>



                                  ARTICLE XIV

                            Amendment and Termination

     14.1  Restrictions  on Amendment and Termination of Plan. It is the present
intention  of the  Company to maintain  he Plan set forth  herein  indefinitely.
Nevertheless, the Company specifically reserves to itself the right at any time,
and from  time to time,  to amend or  terminate  this  Plan in whole or in part;
provided, however, that no such amendment:

     (a)  shall  have  the  effect  of  vesting  in any  Employer,  directly  or
     indirectly,  any  interest,  ownership  or control in any of the present or
     subsequent funds held subject to the terms of the Trust;

     (b) shall  cause or permit any  property  held  subject to the terms of the
     Trust to be diverted to purposes  other than the  exclusive  benefit of the
     Participants and their beneficiaries or for the administrative  expenses of
     the Plan Administrator and the Trust;

     (c)  shall   either   directly   or   indirectly   reduce  any  vested  and
     nonforfeitable interest of, or the vested percentage in effect with respect
     to, a  Participant  determined as of the later of the date the amendment is
     adopted or the date the amendment is effective, except as permitted by law;

     (d) shall reduce the Accounts of any Participant;

     (e) shall amend any vesting  schedule with respect to any  Participant  who
     has at least  three  Years of  Service  at the end of the  election  period
     described  below,  except as permitted by law, unless each such Participant
     shall have the right to elect to have the vesting  schedule in effect prior
     to such amendment  apply with respect to him, such election,  if any, to be
     made during the period  beginning  not later than the date the amendment is
     adopted and ending no earlier  than sixty (60) days after the latest of the
     date the  amendment  is adopted,  the  amendment  becomes  effective or the
     Participant  is issued  written  notice of the amendment by his Employer or
     the Plan Administrator;

     (f) shall  increase the duties or  liabilities  of the Trustee  without its
     written consent; or

     (g) shall modify,  more than once in any six-month period, any provision of
     the Plan set forth in Article V, sections 6.1, 6.3, 6.4, 6.5,  7.5(b),  and
     7.6 that is applicable to any officer, director, 10% owner of any Employer,
     or any other  Participant  who is required to file  reports  under  Section
     16(a) of the Securities Exchange Act of 1934.



                                     XIV-1
<PAGE>

     14.2 Amendment of Plan.  Subject to the limitations stated in section 14.1,
the Company  shall have the power to amend this Plan in any manner that it deems
desirable,  and, not in limitation but in  amplification  of the  foregoing,  it
shall  have  the  right  to  change  or  modify  the  method  of  allocation  of
contributions  hereunder  (except as provided in section  14.1(g)) to change any
provision  relating  to the  administration  of  this  Plan  and to  change  any
provision relating to the distribution or payment, or both, of any of the assets
of the Trust.

     14.3  Termination  of  Plan.  Any  Employer,   in  its  sole  and  absolute
discretion,  may permanently discontinue making contributions under this Plan or
may  terminate  this Plan and the Trust (with  respect to all Employers if it is
the Company, or with respect to itself alone if it is an Employer other than the
Company),  completely or partially, at any time without any liability whatsoever
for such permanent discontinuance or complete or partial termination.  In any of
such events, the affected Participants,  notwithstanding any other provisions of
this Plan,  shall have fully vested  interests in the amounts  credited to their
respective  Accounts at the time of such complete or partial termination of this
Plan and the Trust or permanent discontinuance of contributions. All such vested
interests shall be nonforfeitable.

     14.4  Discontinuance  Procedure.  In  the  event  an  Employer  decides  to
permanently  discontinue making contributions,  such decision shall be evidenced
by an  appropriate  resolution  of  its  Board  and a  certified  copy  of  such
resolution shall be delivered to the Plan Administrator and the Trustee.  All of
the assets in the Trust Fund belonging to the affected  Participants on the date
of discontinuance specified in such resolutions shall, aside from becoming fully
vested as provided in section 14.3, be held, administered and distributed by the
Trustee in the manner  provided  under  this Plan.  In the event of a  permanent
discontinuance of contributions without such formal documentation,  full vesting
of the interests of the affected  Participants in the amounts  credited to their
respective  Accounts  will  occur  on the  last  day  of the  year  in  which  a
substantial contribution is made to the Trust.

     14.5 Termination Procedure.

          (a) In the event an Employer  decides to  terminate  this Plan and the
          Trust,  such decision shall be evidenced by an appropriate  resolution
          of its  Board  and a  certified  copy  of  such  resolution  shall  be
          delivered to the Plan Administrator and the Trustee.  After payment of
          all expenses and  proportional  adjustments of individual  accounts to
          reflect such expenses and other changes in the value of the Trust Fund
          as of the  date of  termination,  each  affected  Participant  (or the
          beneficiary  of any such  Participant)  shall be  entitled to receive,
          provided that the  requirements  set forth in section 14.5(b) are met,
          any amount then credited to his Accounts in a lump sum.

          (b) In the event this Plan and the Trust are terminated, completely or
          partially, and with respect to any one Employer or with respect to all
          Employers, distributions may not be made pursuant to this section 14.5
          unless:

                                     XIV-2
<PAGE>

               (1) the Plan has been completely terminated and no successor plan
               (within the meaning of Section  401(k)(10)  of the Code) has been
               established;

               (2) the Plan has been  partially  terminated  as a result  of the
               sale  or  other  disposition  by  an  Employer  to  an  unrelated
               corporation of substantially all of the assets used in a trade or
               business, in which case distribution may be made to employees who
               continue employment with the acquiring corporation; or

               (3) the Plan has been  partially  terminated  as a result  of the
               sale or other  disposition  by an Employer  of its  interest in a
               subsidiary,  in which case  distribution may be made to employees
               who continue employment with the subsidiary.

          (c) At the election of the  Participant,  the Plan  Administrator  may
          transfer  the  amount of any  Participant's  distribution  under  this
          section 14.5 to the trustee of another  qualified  plan or the trustee
          of an individual  retirement account or individual  retirement annuity
          instead  of  distributing  such  amount to the  Participant.  Any such
          election by a Participant  shall be in writing and filed with the Plan
          Administrator.


                                     XIV-3
<PAGE>



                                   ARTICLE XV

                                  Miscellaneous

     15.1 Merger or Consolidation.  This Plan and the Trust may not be merged or
consolidated  with, and the assets or liabilities of this Plan and the Trust may
not be  transferred  to, any other plan or trust unless each  Participant  would
receive a benefit  immediately after the merger,  consolidation or transfer,  if
the plan and trust then terminated, that is equal to or greater than the benefit
the Participant would have received immediately before the merger, consolidation
or transfer if this Plan and the Trust had then terminated.

     15.2 Alienation.


          (a)  Except  as  provided  in  section   15.2(b)  no   Participant  or
          beneficiary of a Participant shall have any right to assign, transfer,
          appropriate,  encumber,  commute, anticipate or otherwise alienate his
          interest  in  this  Plan  or the  Trust  or any  payments  to be  made
          thereunder;   no  benefits,   payments,   rights  or  interests  of  a
          Participant  or  beneficiary  of a  Participant  of any kind or nature
          shall be in any way subject to legal process to levy upon,  garnish or
          attach the same for payment of any claim  against the  Participant  or
          beneficiary of a  Participant;  and no Participant or beneficiary of a
          Participant  shall have any right of any kind  whatsoever with respect
          to the Trust,  or any estate or interest  therein,  or with respect to
          any other  property  or right,  other than the right to  receive  such
          distributions  as are lawfully made out of the Trust,  as and when the
          same respectively are due and payable under the terms of this Plan and
          the Trust.

          (b)  Notwithstanding  the  provisions  of  section  15.2(a)  the  Plan
          Administrator  shall direct the Trustee to make payments pursuant to a
          Qualified Domestic Relations Order as defined in Section 414(p) of the
          Code. The Plan  Administrator  shall establish  procedures  consistent
          with Section  414(p) of the Code to determine if any order received by
          the Plan  Administrator,  or any other  fiduciary  of the  Plan,  is a
          Qualified Domestic Relations Order.  Notwithstanding  any provision of
          this Plan to the contrary,  if the Qualified  Domestic Relations Order
          so  requires,  distribution  with  respect to any  Qualified  Domestic
          Relations Order received by the PSS ESOP prior to April 1, 1999, shall
          be made to an Alternate  Payee without regard to the age or employment
          status of the Participant.  Distribution shall be made to an Alternate
          Payee pursuant to any other  Qualified  Domestic  Relations Order only
          after  compliance with the maximum  Participant age, or termination of
          employment status, provisions of Section 414(p) of the Code.

     15.3 USERRA  Requirements.  Effective  December 12,  1994,  this Plan shall
comply  with  the  requirements  of  the  Uniformed   Services   Employment  and
Reemployment  Rights Act (USERRA) and Section 414(u) of the Code,  including the
following:

                                      XV-1
<PAGE>


          (a) An  individual  reemployed  under  USERRA  shall be treated as not
          having  incurred a Break in Service  with  Employer  by reason of such
          individual's  qualified military service (as defined in Section 414(u)
          of the Code).

          (b) Each period of qualified  military service served by an individual
          is, upon reemployment,  deemed to constitute service with the Employer
          for purposes of vesting and the accrual of benefits under the Plan.

          (c) An  individual  reemployed  under  USERRA is  entitled  to accrued
          benefits  that are  contingent  on the  making  of, or  derived  from,
          Employee  contributions  or elective  deferrals only to the extent the
          individual   makes   payment   to  the  Plan  with   respect  to  such
          contributions or deferrals;  provided,  however,  that no such payment
          may  exceed the amount the  individual  would have been  permitted  or
          required  to  contribute  had  the  individual  remained  continuously
          employed by the Employer  throughout the period of qualified  military
          service.  Any payment to the Plan under this  subsection  (c) shall be
          made during the period  beginning  with the date of  reemployment  and
          whose duration is 3 times the period of the qualified military service
          (but not greater than 5 years).

     15.4 Governing Law. This Plan shall be administered, construed and enforced
according  to the laws of the State of  Florida,  except to the extent such laws
have been expressly preempted by federal law.

     15.5 Action by Employer. Whenever the Company or another Employer under the
terms of this Plan is  permitted  or required to do or perform any act, it shall
be done and  performed  by the Board of  Directors  of the Company or such other
Employer and shall be evidenced by proper  resolution of such Board of Directors
certified by the  Secretary or Assistant  Secretary of the Company or such other
Employer.

     15.6  Alternative  Actions.  In the  event it  becomes  impossible  for the
Company,  another Employer, the Plan Administrator or the Trustee to perform any
act  required by this Plan,  then the  Company,  such other  Employer,  the Plan
Administrator  or the Trustee,  as the case may be, may perform such alternative
act that most nearly carries out the intent and purpose of this Plan.

     15.7 Gender. Throughout this Plan, and whenever appropriate,  the masculine
gender  shall be deemed to include the feminine and neuter;  the  singular,  the
plural; and vice versa.


                                      XV-2
<PAGE>


         IN WITNESS WHEREOF, this Amendment and Restatement has been executed
this _____ day of March, 2002, and shall be effective as of the dates set forth
hereinabove.

                                PSS WORLD MEDICAL, INC.



                                By:  /s/ David D. Klarner
                                ________________________________

         (Corporate Seal)       Its: Vice President of Treasury

                                           "COMPANY"



                                DIAGNOSTIC IMAGING, INC.


                                By:  /s/ David D. Klarner
                                ________________________________

         (Corporate Seal)       Its: Vice President of Treasury



                                GULF SOUTH MEDICAL SUPPLY, INC.


                                By:  /s/ David D. Klarner
                                ________________________________

         (Corporate Seal)       Its: Vice President of Treasury



                                WORLDMED, INC.


                                By:  /s/ David D. Klarner
                                ________________________________

         (Corporate Seal)       Its: Vice President of Treasury


                                      XV-3
<PAGE>

                                PHYSICIAN SALES & SERVICE, LP



                                By:  /s/ David D. Klarner
                                ________________________________

         (Corporate Seal)       Its: Vice President of Treasury


                                PHYSICIAN SALES & SERVICE, INC.



                                By:  /s/ David D. Klarner
                                ________________________________

         (Corporate Seal)       Its: Vice President of Treasury




                                      XV-4
<PAGE>