EXHIBIT 10.23


                           2002 RESTATEMENT OF THE
                           FIRST HEALTH GROUP CORP.
                           RETIREMENT SAVINGS PLAN
                              TABLE OF CONTENTS
                              -----------------
                                                                         Page
                                                                         ----
 ARTICLE I. INTRODUCTION.........................................          1

      1.01 History of the Plan...................................          1
      1.02 Former Participants...................................          1

 ARTICLE II. DEFINITIONS.........................................          2

      2.01 Accounts..............................................          2
      2.02 Actual Contribution Percentage........................          2
      2.03 Actual Deferral Percentage............................          2
      2.04 Beneficiary...........................................          2
      2.05 Board.................................................          3
      2.06 Break in Service......................................          3
      2.07 Code..................................................          3
      2.08 Company...............................................          3
      2.09 Compensation..........................................          4
      2.10 Contribution Period...................................          4
      2.11 Determination Year....................................          4
      2.12 Disability............................................          4
      2.13 Early Retirement Date.................................          4
      2.14 Effective Date........................................          4
      2.15 Eligible Employee.....................................          4
      2.16 Eligible Retirement Plan..............................          5
      2.17 Employee..............................................          5
      2.18 Entry Date............................................          5
      2.19 ERISA.................................................          5
      2.20 Five Percent Owner....................................          5
      2.21 Forfeiture............................................          5
      2.22 Highly Compensated Group..............................          5
      2.23 Hour of Service.......................................          6
      2.24 Leased Employee.......................................          6
      2.25 Merged Plan...........................................          6
      2.26 NonHighly Compensated Group...........................          6
      2.27 Normal Retirement Date................................          6
      2.28 Participant...........................................          7
      2.29 Participating Employer................................          7
      2.30 Plan..................................................          7
      2.31 Plan Administrator....................................          7
      2.32 Plan Year.............................................          7
      2.33 Qualified Domestic Relations Order....................          7
      2.34 Related Entity........................................          8
      2.35 Spouse................................................          8
      2.36 Trust.................................................          8
      2.37 Trust Agreement.......................................          8
      2.38 Trustee...............................................          8
      2.39 Valuation Date........................................          8
      2.40 Year of Service.......................................          8

 ARTICLE III. ELIGIBILITY AND PARTICIPATION......................          9

      3.01 Active Participant Eligibility Requirements...........          9
      3.02 Inactive Participant Eligibility Requirements.........          9
      3.03 Former Participant Eligibility Requirements...........          9
      3.04 Effect of Reemployment on Participation and Service...          9
      3.05 Reemployment Rights after Qualified Military Service..         10

 ARTICLE IV. CONTRIBUTIONS.......................................         12

      4.01 Participant Contributions.............................         12
      4.02 Participating Employer Contributions..................         13
      4.03 Limitation on Allocations.............................         14
      4.04 Nondiscrimination in Salary Reduction Contributions...         16
      4.05 Nondiscrimination in Matching Contributions...........         17
      4.06 Alternative Limitation Test...........................         17
      4.07 Rollover Contribution.................................         18
      4.08 Catch-Up Contributions................................         18

 ARTICLE V. ACCOUNTS.............................................         20

      5.01 Account Values........................................         20
      5.02 Allocation of Investment Income.......................         21

 ARTICLE VI. DISTRIBUTIONS.......................................         22

      6.01 Termination Dates.....................................         22
      6.02 Fully Vested Accounts.................................         22
      6.03 Partially Vested Accounts.............................         22
      6.04 Forfeiture Accounts and Forfeitures...................         23
      6.05 Distribution of Accounts..............................         24
      6.06 Time for Distribution.................................         25
      6.07 Required Minimum Distributions........................         26
      6.08 Facility of Payment...................................         26
      6.09 Restrictions on Distribution of Salary Reduction
           Contributions.........................................         27

 ARTICLE VII. LOANS AND WITHDRAWALS..............................         28

      7.01 Loans to Participants.................................         28
      7.02 Severe Hardship Withdrawals...........................         28
      7.03 Age 59/ or Disability Withdrawal......................         29
      7.04 Rollover Contributions................................         29
      7.05 Minimum Withdrawal....................................         29

 ARTICLE VIII. ADMINISTRATION OF THE PLAN........................         30

      8.01 Plan Administrator and Named Fiduciary................         30
      8.02 Claim Procedure.......................................         30
      8.03 Request for Review (Claim Review Procedure)...........         31
      8.04 Records and Reports...................................         31
      8.05 Other Powers and Duties...............................         31
      8.06 Rules and Decisions...................................         32
      8.07 Authorization of Benefit Payments.....................         32
      8.08 Application Forms for Benefits........................         32
      8.09 Indemnification by the Company........................         32

 ARTICLE IX. INVESTMENT FUNDS....................................         34

      9.01 Investment Funds......................................         34
      9.02 Participant's Choice of Investment Funds..............         34

 ARTICLE X. GENERAL PROVISIONS...................................         35

      10.01 Inalienability.......................................         35
      10.02 Unclaimed Benefits...................................         35
      10.03 Non-Guarantee of Employment..........................         35
      10.04 No Right to Trust Fund...............................         35
      10.05 Non-Liability Provisions.............................         36
      10.06 Applicable Law.......................................         36
      10.07 Litigation by Participants...........................         36
      10.08 Tax Releases.........................................         36
      10.09 Inspection of Records................................         36
      10.10 Pronouns.............................................         36
      10.11 Qualified Domestic Relations Order...................         36
      10.12 Certain Offsets of a Participant's Accounts..........         37

 ARTICLE XI. AMENDMENTS..........................................         38

      11.01 Amendments...........................................         38

 ARTICLE XII. TERMINATION........................................         39

      12.01 Right to Terminate Plan..............................         39
      12.02 Merger or Consolidation of Plan and Trust............         39
      12.03 Discontinuance of Contributions......................         39
      12.04 Termination of Plan and Trust........................         39
      12.05 Effect of Discontinuance or Termination on Vesting...         39

 ARTICLE XIII. TOP HEAVY PLANS...................................         40

      13.01 Top Heavy Plan Requirements..........................         40
      13.02 Top Heavy Plan Definitions...........................         40
      13.03 Right to Participate in Allocation of Company
            Contributions........................................         43
      13.04 Minimum Company Contribution Allocation..............         43


<PAGE>

                                  ARTICLE I.
                                 INTRODUCTION

 1.01 History of the Plan.  Effective September 1, 1986, HealthCare COMPARE
      Corp. established the HealthCare COMPARE Corp. Retirement Savings (the
      "Plan") in order to provide benefits for eligible employees.  Effective
      September 1, 1987, the Plan has been subsequently amended and restated
      to comply with various changes in the tax laws and to reflect plan
      mergers.  HealthCare COMPARE Corp. changed its name to First Health
      Group Corp. (the "Company") and changed the name of the Plan to the
      First Health Group Corp. Retirement Savings Plan.

      In order to comply with the amendments to the Internal Revenue Code
      mandated by the Uniformed Services Employment and Reemployment Rights
      Act of 1994, the Uruguay Round Agreements Act (GATT), the Small
      Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997,
      the IRS Restructuring and Reform Act of 1998, and the Economic Growth
      and Tax Relief Reconciliation Act of 2001 (EGTRRA), as well as reflect
      certain plan mergers, and make certain other administrative changes,
      the Plan is hereby amended and restated, effective as provided herein
      or otherwise required by law.

 1.02 Former Participants.  Except as otherwise specifically provided herein
      or required by the Code, the provisions of this amended and restated
      Plan relating to eligibility for participation, eligibility for
      benefits, amount of benefits, manner of benefit payments and timing
      of benefit payments shall only apply to an Employee who terminates
      employment on or after the Effective Date.  An Employee who terminated
      employment prior to the Effective Date shall have his eligibility for
      benefits, and the amount and form of benefits, if any, determined in
      accordance with the provisions of the Plan, as applicable, in effect
      on the date his employment terminated.


                                 ARTICLE II.
                                 DEFINITIONS

 Unless otherwise required by the context, the following terms and phrases
 as used in the Plan shall have the meanings set forth in this Article II.

 2.01 Accounts means the following Accounts which may be maintained under
      this Plan for Participants, adjusted in each case for such Account's
      share in the increase or decrease in the net worth of the Trust:

      (a)  Matching Account means the separate account maintained for
           each Participant to which his allocable share of Matching
           Contributions, if any, made pursuant to Section 4.02(a) shall
           be credited.

      (b)  401(k) Account means the separate account maintained for
           each Participant to which such Participant's Salary Reduction
           Contribution, if any, made pursuant to Section 4.01(a) shall be
           credited.  A Participant's interest in his 401(k) Account shall
           be 100% fully vested at all times.

      (c)  Rollover Account means the separate account maintained for each
           Employee or Participant to which such Employee's or Participant's
           Rollover Contributions, if any, made pursuant to Section 4.07
           shall be credited.  An Employee's or Participant's interest in his
           Rollover Account shall be 100% fully vested at all times.

      In addition, such other Accounts may be established and maintained as
      the Plan Administrator may deem appropriate, such as, but not limited
      to, Forfeiture accounts, etc.

 2.02 Actual Contribution Percentage means the percentage of which the
      Company Matching Contributions allocated to a Participant's Matching
      Account are of a Participant's Compensation.  A Participant's Actual
      Contribution Percentage shall be determined in accordance with Treas.
      Reg. Sec. 1.401(m)-1.

 2.03 Actual Deferral Percentage means the percentage of which the Salary
      Reduction Contributions allocated to a Participant's 401(k) Account
      are of a Participant's Compensation.  A Participant's Actual Deferral
      Percentage shall be determined in accordance with Treas. Reg. Sec.
      1.401(k)-l.

 2.04 Beneficiary.

      (a)  Definition.  Beneficiary means any person or entity designated by
           a Participant, in the manner directed by the Plan Administrator,
           to receive benefits payable upon the Participant's death as a
           result of the Participant's participation in the Plan.

      (b)  Special Rule for Married Participants.  Each married Participant
           will be deemed to have selected his Spouse as his Beneficiary
           unless the Participant's Spouse has given his written notarized
           consent on the form provided by the Plan Administrator.  Spousal
           consent will not be required if the Participant states on the
           applicable form provided for such purpose by the Plan
           Administrator and notarized that:

           (i)  the Participant is able to establish to the satisfaction
                of the Plan Administrator that he has no Spouse; or

           (ii) the Participant's Spouse cannot be located; or

           (iii) there are other circumstances under which consent of the
                Spouse is not required in accordance with applicable U.S.
                Treasury or Department of Labor regulations.

           Upon the death  of a Spouse  or divorce from  the Participant  any
           prior designation of the  Spouse as the Participant's  Beneficiary
           shall automatically become void as to that Spouse.

      (c)  Special Rule if No Designation in Effect.  If no valid Beneficiary
           designation is in effect upon the death of the Participant, the
           Beneficiary shall be the person or persons who shall survive the
           Participant in the first of the following classes:

           (i)  the Participant's Spouse;

           (ii) his children in equal shares and their descendants, per
                stirpes; or

           (iii) his estate.

 2.05 Board means the Board of Directors of the Company or other person or
      governing body having authority to bind the Company.

 2.06 Break in Service means a twelve consecutive month period commencing on
      the  date  of  the  Employee's  termination  of  employment  with   the
      Participating Employer  and all  Related Entities,  or any  anniversary
      thereof, if such  Employee is not  then reemployed  by a  Participating
      Employer or a Related Entity within that period.  If an Employee is  no
      longer performing services because of a maternity or paternity absence,
      then the Employee shall be considered to have terminated employment  on
      the second anniversary of the first date of such absence.  A  maternity
      or paternity absence is an absence on  account of the birth of a  child
      of the  Employee,  the  placement  of a  child  with  the  Employee  in
      connection with the  adoption of such  child by such  Employee, or  the
      caring for such child for a period beginning immediately following such
      birth or placement.

 2.07 Code means the Internal Revenue Code of 1986, as amended, and the
      regulations promulgated thereunder.  Reference to any Section of the
      Code includes any successor provision thereto.

 2.08 Company means First Health Group, Inc., a Delaware corporation, and any
      organization with which the Company shall be merged or consolidated, or
      any organization resulting in any manner from a reorganization of the
      Company, or any individual, firm or corporation which shall assume the
      obligations of the Company with respect to the Plan.

 2.09 Compensation for any period means all compensation paid by a
      Participating Employer for services rendered, including commissions,
      amounts contributed as Salary Reduction Contributions to the Plan, any
      amounts contributed by the Participant pursuant to a salary reduction
      agreement for a cafeteria plan under Section 125 of the Code, overtime
      pay, bonuses, and commissions, but excludes any Participant's share
      in any Company contributions hereto, and to any other employee benefit
      or insurance program, imputed income or reimbursement of relocation
      expenses.  Compensation in excess of the applicable dollar limitation
      set forth in Code Section 401(a)(17) (as adjusted for cost of living
      increases) each Plan Year shall be disregarded for all Plan purposes.

 2.10 Contribution Period means the regular and recurring established payroll
      periods for payment of Compensation to Employees.

 2.11 Determination Year means the Plan Year.

 2.12 Disability means any physical or mental incapacity which, in the
      opinion of a physician approved by the Plan Administrator, renders or
      will render an Active or Inactive Participant incapable of performing
      the duties customarily performed by him for his Participating Employer
      immediately preceding such incapacity for a period of one year or more.

 2.13 Early Retirement Date means the date the Participant attains age 55 and
      completes ten (10) Years of Service.

 2.14 Effective Date means January 1, 1997, except as provided herein or as
      otherwise required by law.

 2.15 Eligible Employee means an Employee of a Participating Employer, other
      than

      (a)  an Employee who is classified by the Company as a "registry"
           employee (a "Registry Employee") unless; such Registry Employee
           either (i) was an Active Participant in the Plan immediately prior
           to January 1, 1993, or (ii) becomes an Active Participant in the
           Plan due to employment in a capacity other than as a Registry
           Employee and changes the terms of his employment to become a
           Registry Employee;

      (b)  any Employee the terms of whose employment are governed by the
           provisions of a collective bargaining agreement with respect
           to which retirement benefits were the subject of good faith
           negotiations unless such agreement specifically provides for
           his coverage hereunder;

      (c)  any Leased Employee (unless the provisions of Section 414(n) of
           the Code require participation in the Plan by Leased Employees,
           in which case Leased Employees shall be Eligible Employees; and

      (d)  any individual whose services with a Participating Employer are
           performed pursuant to a contract which purports to treat the
           individual as an independent contractor, even if such individual
           is later determined (by judicial action or otherwise) to have been
           a common law employee of the Participating Employer rather than an
           independent contractor.

 2.16 Eligible Retirement Plan means an individual retirement account
      (described in Code Section 408(a)), an individual retirement annuity
      (described in Code Section 408(b)), an annuity plan (described in
      Code Section 403(a)), or a qualified trust (described in Code Section
      401(a)).  Effective January 1, 2002 an Eligible Retirement Plan shall
      also include an annuity contract under Code Section 403(b) and an
      eligible plan under Code Section 457(b) 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.  However, prior to January
      1, 2002 in the case of a direct rollover by a surviving Spouse, an
      "Eligible Retirement Plan" shall mean only an individual retirement
      account or an individual retirement annuity.

 2.17 Employee means a person who is an  employee, as the term is defined in
      Code Section 3121(d), of a Related Entity.

 2.18 Entry Date means January 1, April 1, July 1 and October 1 of each Plan
      Year.

 2.19 ERISA means the Employee Retirement Income Security Act of 1974, as
      amended, and the regulations promulgated thereunder.  Reference to any
      Section of ERISA includes any successor provision thereto.

 2.20 Five Percent Owner means any Employee, who at any time during the Plan
      Year, owned (or is considered as owning within the meaning of Code
      Section 318) more than 5 percent of the outstanding stock of the
      Company or stock possessing more than 5 percent of the total combined
      voting power of all stock of the Company.

 2.21 Forfeiture means the portion of a Participant's Matching Account which
      is not vested upon his termination of employment with all related
      entities in accordance with Section 6.03 and is forfeited under Section
      6.04.

 2.22 Highly Compensated Group includes every "Highly Compensated Employee."
      Effective January 1, 1998, for any current Plan Year, a "Highly
      Compensated Employee" is an Employee who:

      (a)  was a Five Percent Owner of a Related Entity at any time during
           the prior or current Plan Year; or

      (b)  during the prior Plan Year received Compensation in excess of
           $80,000 (as adjusted) from a Related Entity and was in the group
           consisting of the top twenty percent of Employees when ranked
           by Compensation for the Plan Year in question (determined after
           excluding the Employees described in Code Sections 414(q)(5) and
           414(q)(8)); or

      (c)  was a former Employee, who during the Plan Year in which he
           separated from Service  or during any Plan Year ending on or after
           his fifty-fifth (55) birthday, was a highly compensated employee,
           as defined in Code Section 414(q).

 2.23 Hour of Service means:

      (a)  each hour for which an Employee (or Leased Employee) is paid or
           entitled to payment by the Company or a Related Entity for the
           performance of services.

      (b)  Each hour in or attributable to a period of time during which he
           or she performs no duties due to a vacation, holiday, illness,
           incapacity (including disability), layoff, jury duty, military
           duty or a leave of absence for which he or she is so paid or so
           entitled to payment by the Company or a Related Entity, whether
           direct or indirect; provided, however, that no more than five
           hundred and one Hours of Service shall be credited under this
           paragraph to an Employee on account of any such period, and no
           such hours shall be credited to an Employee if attributable to
           payments made or due under a plan maintained solely for the
           purpose of complying with applicable workers' compensation,
           unemployment compensation or disability insurance laws or to
           a payment which solely reimburses the Employee for medical or
           medically related expenses incurred by him.

      (c)  Each hour for which he or she is entitled to back pay,
           irrespective of mitigation of damages, whether awarded or
           agreed to by the Company or a Related Entity.

      (d)  Hours of Service under subsections (b) and (c) shall be calculated
           in accordance with 29 C.F.R. S2530.200b-2(b).  Each Hour of
           Service shall be attributed to the Plan Year or initial
           eligibility year in which it occurs except to the extent that the
           Company, in accordance with 29 C.F.R. S 2530.200b-2(c), credits
           such Hour to another computation period under a reasonable method
           consistently applied.

 2.24 Leased Employee means any individual who is not an employee of a
      Participating Employer and who provides services to the Participating
      Employer if (a) such services are provided pursuant to an agreement
      between the Participating Employer and any other person, (b) such
      individual has performed such services for the Participating Employer
      (or for the Participating Employer and Related Entities) on a
      substantially full-time basis for the period of at least 1 year, and
      (c) such services are performed under primary direction of control by
      the Participating Employer.

 2.25 Merged Plan means a plan set forth on an Appendix hereto which merged
      into the Plan effective as of the date set forth on such Appendix.
      Appendices may be added to the Plan from time to time by the Plan
      Administrator without formally amending the Plan.

 2.26 NonHighly Compensated Group includes every Employee who is not a Highly
      Compensated Employee.  Every member of the NonHighly Compensated Group
      is a "NonHighly Compensated Employee".

 2.27 Normal Retirement Date means the Participant's 65th birthday.  If the
      Participant does not retire from the service of any and all Related
      Entities on his Normal Retirement Date, then the Participant's
      retirement date shall be the date of his actual retirement after
      attaining age 65.

 2.28 Participant means an Employee or former Employee of a Participating
      Employer who is or has been a Participant in the Plan pursuant to
      Article III hereof.  All Participants shall be further classified as
      follows:

      (a)  Active Participant means an Employee who meets the requirements
           of Section 3.01 or Section 3.04.

      (b)  Inactive Participant means an Employee of a Related Entity who
           meets the requirements of Section 3.02 and who still has an
           Account in the Plan.

      (c)  Former Participant means a person who meets the requirements
           of Section 3.03 and who still has an Account in the Plan.

 2.29 Participating Employer means collectively or individually, as the
      context indicates, the Company and each Related Entity which has, with
      the consent of the Company, adopted this Plan and is named on Schedule
      A, attached to and made a part of this Plan.

 2.30 Plan means this 2002 Restatement of the First Health Group, Inc.
      Retirement Savings Plan as set forth in this document, as it may be
      amended from time to time.

 2.31 Plan Administrator means the Company or the administrative committee
      appointed by the Company to administer the Plan.

 2.32 Plan Year means the calendar year.

 2.33 Qualified Domestic Relations Order means any judgment, decree, or
      order (including approval of a property settlement agreement) which:

      (a)  relates to the provision of child support, alimony payments, or
           marital property rights to a spouse, child or other dependent of
           a Participant,

      (b)  is made pursuant to a state domestic relations law (including a
           community property law),

      (c)  creates or recognizes the existence of an Alternate Payee's right
           to, or assigns to an Alternate Payee the right to, receive all or
           a portion of the benefits payable with respect to the Participant,

      (d)  clearly specifies the name and last known mailing address, if any,
           of the Participant and the name and mailing address of each
           Alternate Payee covered by the Order, the amount and percentage
           of the Participant's benefits to be paid by the Plan to each
           Alternate Payee, or the manner in which such amount or percentage
           is to be determined, the number of payments or period to which
           order applies and each plan to which such order applies, and

      (e)  does not require the Plan to provide (i) any form or type of
           benefit, or any option, not otherwise provided under the Plan,
           (ii) increased benefits, or (iii) benefits to an Alternate Payee
           which are required to be paid to another payee under another order
           previously determined by the Plan Administrator to be a Qualified
           Domestic Relations Order.

      The term "Alternate Payee" means any spouse, former spouse, child or
      other dependent of a Participant who is recognized by a Qualified
      Domestic Relations Order as having a right to receive all, or a
      portion of, the benefits payable under the Plan with respect to the
      Participant.

 2.34 Related Entity means a Participating Employer and any other
      corporation, firm or other enterprise on or after the date that such
      corporation or business, along with the Company, is a member of a
      controlled group of corporations as defined in Section 414 (b) of
      the Code, is a member of a group of trades or businesses under common
      control as defined in Section 414 (c) of the Code, is a member of an
      affiliated service group as defined in Section 414 (m) of the Code, or
      is otherwise required to be treated as a single employer pursuant to
      regulations promulgated under Section 414(o) of the Code.

 2.35 Spouse means the individual to whom, under the laws of the
      Participant's domicile, a Participant is legally married as of the
      later of the date on which the first payment of his retirement benefit
      is to be made or the date of his death.  A former Spouse shall be
      treated as a Spouse to the extent provided under a Qualified Domestic
      Relations Order.

 2.36 Trust means the First Health Group Corp. Retirement Savings Trust, the
      fund established to hold and invest the assets accumulated under this
      Plan, which is maintained in accordance with the terms of this Plan and
      the Trust Agreement.

 2.37 Trust Agreement means any one or all trust agreements entered into
      between the Company and the Trustee to carry out the purposes of the
      Plan, which trust agreement(s) shall constitute a part of the Plan.

 2.38 Trustee means any individual or corporate fiduciary and any duly
      appointed successors functioning in that capacity in accordance with
      the Trust Agreement.

 2.39 Valuation Date means each day on which the New York Stock Exchange is
      open for trading and such other times as the Company may elect.

 2.40 Year of Service means,  each Year of Service credited under the terms
      of the Plan prior to January 1, 1993, and thereafter the number of
      years, including fractional periods thereof, elapsed from the
      Employee's date of hire until his date of termination of employment
      with all Related Entities, subject to the provisions of Section 3.04.
      If an Employee is absent from employment with the Company and all
      Related Entities for any reason other than resignation, dismissal,
      retirement or death, the Employee will be considered to have terminated
      employment on the earlier of the date he resigns or is dismissed or the
      first anniversary of the first date of such absence.


                                 ARTICLE III.
                        ELIGIBILITY AND PARTICIPATION

 3.01 Active Participant Eligibility Requirements.  Each Eligible Employee
      shall become an Active Participant on the first Entry Date after, or on
      which, the Eligible Employee attains age 21 and completes the following
      service:

      (a)  if the Eligible Employee is classified as a full-time Employee,
           one Year of Service, or

      (b)  if the Eligible Employee is classified as a part-time Employee,
           1,000 Hours of Service during any Plan Year, or the 12-consecutive
           month period commencing on the part-time Employee's date of hire;

      provided he  is  still  an  Eligible  Employee  on  such  date.    Each
      Participant in the Plan immediately prior  to the Effective Date  shall
      continue to be  a Participant in  the Plan on  and after the  Effective
      Date subject to the limitations of the Plan.

 3.02 Inactive Participant Eligibility Requirements.  An Active Participant
      who ceases to be an Eligible Employee but who remains an Employee shall
      automatically become an Inactive Participant as of the date he ceases
      to be an Eligible Employee.  An Inactive Participant shall continue to
      be treated the same as an Active Participant in every respect except
      that no Matching Contributions or Forfeitures shall be allocated to his
      Accounts, with the exception of those to which he may be entitled for
      the Plan Year in which he ceases to be an Active Participant as
      required by Section 4.02.  In addition, an Inactive Participant shall
      not be permitted to make any Salary Reduction or Rollover Contributions
      unless and until he again becomes an Active Participant.  An Inactive
      Participant will become an Active Participant on the date he is
      reclassified as an Eligible Employee.

 3.03 Former Participant Eligibility Requirements.  An Active Participant or
      an Inactive Participant shall automatically become a Former Participant
      as of the date he is no longer employed by any Related Entity, provided
      he retains an Account balance under the Plan.  A Former Participant
      shall cease being a Participant on the date he no longer retains an
      Account balance under the Plan.

 3.04 Effect of Reemployment on Participation and Service.

      (a)  A Former Participant who is reemployed as an Employee prior to
           incurring a Break in Service shall resume active participation in
           the Plan on the date of his return to employment as an Employee.
           As of the date he again becomes an Active Participant, such
           Participant's Years of Service as of the date of his prior
           termination of employment shall be restored.

      (b)  A Former Participant who is reemployed as an Employee after having
           incurred a Break in Service shall be eligible to resume
           participation in the Plan as an Active Participant on the date
           of his return to employment as an Employee provided (i) such
           Participant's vested percentage as determined under Section
           6.03 is more than 0%; or (ii) he has not incurred five or more
           consecutive one year Breaks in Service.  As of the date he again
           becomes an Active Participant, such Participant's Years of Service
           as of the date of his prior termination of employment shall be
           restored, provided such Participant completes a Year of Service
           after his reemployment.

      (c)  In the event a Former Participant does not have any vested
           percentage as determined under Section 6.03 and the number of his
           consecutive one year Breaks in Service equals or exceeds five,
           then his Years of Service, if any, completed prior to such period
           of such one year Breaks in Service shall be disregarded and he
           shall become an Active Participant on the date he again satisfies
           the requirements set forth in Section 3.01.

 3.05 Reemployment Rights after Qualified Military Service.  Effective
           October 13, 1996:

      (a)  Solely for the purposes of this Section, the following definitions
           shall apply:

           (i)  "Qualified Military Service" shall mean any service in the
                uniformed services (as defined in chapter 43 of title 38,
                United States Code) by any individual if such individual
                is entitled to reemployment rights under such chapter with
                respect to such service.

           (ii) "Compensation" shall mean

                (A)  Compensation the Employee would have received during his
                     period of Qualified Military Service if the Employee
                     were not in Qualified Military Service, determined based
                     on the rate of pay the Employee would have received from
                     the Participating Employer but for the absence during
                     his period of Qualified Military Service, or

                (B)  if the Compensation the Employee would have received
                     during his period of Qualified Military Service
                     was not reasonably certain, the Employee's average
                     Compensation from the Participating Employer during
                     the 12-month period immediately preceding the Qualified
                     Military Service (or, if less, the period of employment
                     immediately preceding the Qualified Military Service).

      (b)  A Participant who leaves a Participating Employer as a result
           of Qualified Military Service and returns to employment with a
           Participating Employer may elect during the period described in
           subsection (c) to make additional deferrals to his 401(k) Account
           under the Plan in the amount determined under subsection (d) or
           such lesser amount, as elected by the Participant.

      (c)  The period determined under this subsection shall be the period
           which begins on the date of the Employee's reemployment with the
           Participating Employer after his Qualified Military Service and
           extends to the lesser of

           (i)  the product of 3 and the period of Qualified Military
                Service, and

           (ii) 5 years.

      (d)  The amount described in this subsection is the maximum amount of
           deferrals to the Participant's 401(k) Account that the Participant
           would have been permitted to make in accordance with the
           limitations described in subsection (f)(i) during the
           Participant's period of Qualified Military Service if the
           Participant had continued to be employed by the Participating
           Employer during such period and received Compensation.  Proper
           adjustment shall be made for any contributions actually made
           during the Participant's period of Qualified Military Service.

      (e)  If the Participant elects to make deferrals to his 401(k) Account
           under subsection (b), the Participating Employer shall make such
           matching contributions to his Matching Account with respect to
           such deferrals as would have been required under the Plan had such
           deferrals actually been made during the period of such Qualified
           Military Service.

      (f)  If any deferral or contribution is made by a Participant or the
           Company pursuant to this Section,

           (i)  such deferral or contribution shall not be subject to any
                otherwise applicable limitation contained in Code Section
                402(g), 404(a), or 415 and shall not be taken into account in
                applying  such limitations to other deferrals, contributions
                or benefits under the Plan or any other plan, with respect to
                the Plan Year in which deferral or contribution is made,

           (ii) such deferral or contribution shall be subject to the
                limitations described in paragraph (i) with respect to the
                Plan Year to which the deferral or contributions relates in
                accordance with the rules prescribed by the Secretary of the
                Treasury,

           (iii) the Plan shall not be treated as failing to meet the
                requirements of Code Section 401(a)(4), 401(k)(3),
                401(k)(11), 401(k)(12), 401(m), 410(b) or 416 by reason
                of the making of (or the right to make) such deferral or
                contribution.

      (g)  The Company shall not credit earnings on any deferral or
           contribution made under this Section before such deferral or
           contribution is actually made.

      (h)  A Participant reemployed under subsection (b) shall be treated
           as not incurring a Break in Service by reason of his period of
           Qualified Military Service.  For purposes of calculating the
           Participant's Years of  Service, the Participant will be credited
           with service for the period of his Qualified Military Service.


                                 ARTICLE IV.
                                CONTRIBUTIONS

 4.01 Participant Contributions.

      (a)  Salary Reduction Contributions.

           (i)  Subject to the limitations of this Article IV, each Active
             Participant shall be eligible to elect to have a portion of
             Compensation that would otherwise be payable to him during a
             Contribution Period reduced and contributed to the Plan as a
             Salary Reduction Contribution.  Such Salary Reduction
             Contributions shall be not less than 1% of the Participant's
             Compensation and shall be in whole percentages thereof, as
             elected by the Participant on a payroll reduction agreement.
             Prior to January 1, 2002, a Participant's Salary Reduction
             Contributions shall not exceed 15% of his Compensation.  Except
             as provided in Section 4.08, no Participant may make Salary
             Reduction Contributions under this Plan and any other qualified
             plan maintained by a Related Entity during the Plan Year in
             excess of dollar limitation contained in Code Section 402(g)(i)
             for such year.

           (ii) If the Salary Reduction Contributions made on behalf of a
             Participant to this Plan and all other retirement plans with
             elective deferrals (as described in Section 402(g)(3) of the
             Code) for any calendar year exceeds the limit set forth in
             Section 402(g)(1) (as adjusted for each calendar year by the
             Secretary of the Treasury or his delegate as provided in
             Section 402(g)(4) for years after December 31, 2001 and
             402(g)(5) for years prior to January 1, 2002), such excess
             shall be treated as "excess deferrals."  No later than the
             April 15 following the close of the calendar year, the Plan
             will distribute to the Participant any excess deferrals and any
             income or losses attributable thereto for the Plan Year.  Such
             distributions will not require the consent of the Participant's
             Spouse, will not violate any outstanding Qualified Domestic
             Relations Orders and will not be subject to any restrictions on
             distribution of Salary Reduction Contributions set forth in
             Section 6.09.

      (b)  Changes and Discontinuance of Salary Reduction Contributions.

           (i)  An Active Participant may increase or decrease his Salary
                Reduction Contributions effective as of the Contribution
                Period which contains the first day of the next calendar
                quarter by filing a written notice with the Plan
                Administrator.

           (ii) An Active Participant may discontinue his Salary Reduction
                Contributions as of any Contribution Period in the manner
                prescribed by the Plan Administrator.  An Active Participant
                who has discontinued his Salary Reduction Contributions may
                recommence them as of the Contribution Period which contains
                the first day of the next calendar quarter in the manner
                prescribed by the Plan Administrator provided he is an Active
                Participant and has executed a payroll reduction agreement.

           (iii) Salary Reduction Contributions of an Active Participant
                shall cease automatically as of the last day of the last
                Contribution Period which coincides with or immediately
                follows the date on which such Participant ceases to be an
                Active Participant.

      (c)  Payment to Trustee.  The Company shall pay to the Trustee
           the Participant's Salary Reduction Contributions as soon as
           practicable but in no event later than 15 business days after the
           end of the month in which such amounts would otherwise have been
           payable to the Participant in cash.

      (d)  Allocation of Salary Reduction Contributions.  Each Active
           Participant's Salary Reduction Contributions shall be credited
           to his 401(k) Account in accordance with Section 5.01(a).  A
           Participant shall always be 100% nonforfeitably vested in his
           401(k) Account.

 4.02 Participating Employer Contributions.

      (a)  Matching Contribution.  For each Plan Year, each Participating
           Employer may contribute to the Trust on behalf of each eligible
           Participant, as a Matching Contribution, an amount (which includes
           Forfeitures) which shall be a percentage, as may be determined in
           the sole discretion of the Company at the beginning of such Plan
           Year, of each eligible Participant's Salary Reduction
           Contributions for each Contribution Period.

      (b)  Eligibility and Allocation of Matching Contributions.  Each
           Active Participant who has completed one Year of Service shall
           be eligible to receive a Matching Contribution.  Matching
           Contributions will be made starting with the first Contribution
           Period which contains the first day of the calendar quarter after
           the Participant has completed one Year of Service.  Matching
           Contributions shall be allocated as of the last day of each
           Contribution Period to the Matching Account of each Participant
           who makes Salary Reduction Contributions during such Contribution
           Period.

      (c)  Form and Timing of Contribution.  Matching Contributions shall be
           made in cash.  Matching Contributions for a Plan Year shall be
           delivered to the Trustee either in a single payment, or in
           installments, within the time permitted by the Code.  For purposes
           of this Section 4.02, Matching Contributions for any Plan Year
           will be considered to have been made on the last day of that Plan
           Year, but only if paid to the Trustee prior to the Participating
           Employer's federal income tax due date, including extensions.

      (d)  Disposition of Forfeitures.  Forfeitures are first to be used
           to the extent necessary to restore a Participant's Accounts as
           provided in Section 6.04.  The remaining balance of Forfeitures,
           if any, may in the discretion of the Plan Administrator be
           credited towards and used to reduce a Participating Employer's
           Matching Contribution for the Plan Year and/or used to pay the
           reasonable expenses of the Plan.

      (e)  Irrevocability of Matching Contribution.  Except as provided
           herein, no contributions to the Trust and no part of the corpus or
           income of the Trust shall revert to a Participating Employer or
           shall be used for or diverted to any purpose other than for the
           exclusive benefit of persons covered by the Plan.  However, a
           contribution which was made by a mistake of fact or conditioned
           upon the deductibility of the contribution under Section 404 of
           the Code, shall be returned to a Participating Employer within one
           year after payment of the contribution or the disallowance of the
           deduction (to the extent disallowed), whichever is applicable, at
           the request of the Company.

 4.03 Limitation on Allocations.

      (a)  Basic Limitation on Allocations to Participants.  Except to the
           extent permitted by Section 4.08, there shall not be allocated
           to the Accounts of any Participant under the Plan and any other
           defined contribution plan of a Related Entity for any Limitation
           Year an amount which would cause his Annual Addition to exceed the
           lesser of:

           (i)  the amount set forth in Section 415(c)(1)(A) of the Code as
                adjusted for cost of living increases under Code Section
                415(d), or

           (ii) the percentage limitation of the Participant's Total
                Compensation for such Limitation Year, set forth in Section
                415(c)(1)(B).

           If the Annual Addition for a Participant exceeds either of the
           limitations in subsection (a) as a result of the allocation of
           Forfeitures, a reasonable error in estimating a participant's
           Total Compensation, a reasonable error in determining the amount
           of elective deferrals (within the meaning of Code Section
           402(g)(3)) that may be made under the limits of Code Section 415
           or other limited facts and circumstances found justifiable by the
           Commissioner of Internal Revenue, the Plan Administrator shall,
           to the extent necessary to eliminate such excess (and in the
           following order):

                (A)  return to the Participant any Salary Reduction
                     Contributions which otherwise would not be eligible
                     for a Matching Contribution under Section 4.02;

                (B)  return to the Participant any Salary Reduction
                     Contributions which otherwise would be allocable to
                     his 401(k) Account and which would be eligible for
                     a Matching Contribution under Section 4.02; and

                (C)  reduce the Company Matching Contribution which otherwise
                     would be allocable to the Matching Account of the
                     Participant pursuant to Section 4.02(c).

      (b)  Special Definitions for Section 4.03.

           (i)  Limitation Year.  For the purposes of the Plan the Limitation
                Year shall be the Plan Year.

           (ii) Annual Addition.  Annual Addition means, with respect to any
                Limitation Year, the sum of:

                (A)  all Participating Employer contributions allocable to
                     the Participant under the Plan and under all other
                     defined contribution plans maintained by all Related
                     Entities;

                (B)  forfeitures allocable to the Participant under such
                     plans, if any;

                (C)  all Participant's contributions to such plans for such
                     Limitation Year;

                (D)  amounts allocated to an individual medical account, as
                     defined in Section 415(c)(2) of the Code, which is part
                     of a defined benefit pension plan maintained by a
                     Related Entity; and

                (E)  amounts derived from contributions which are
                     attributable to post-retirement medical benefits
                     allocated to the separate account of a key employee
                     under a welfare benefit plan maintained by the Company
                     or a Related Entity ("key employee" and "welfare benefit
                     plan" being defined in Sections 419A(d)(3) and 419(e) of
                     the Code, respectively).

           (iii)     Total Compensation.  For the purpose of determining
                the maximum allocation permitted by Section 4.03(a) (and
                notwithstanding the definition of Compensation used elsewhere
                in this Plan) Total Compensation shall mean, with respect to
                any Limitation Year, the Employee's wages, salaries for
                professional services, other amounts paid over the entire
                Plan Year for personal services actually rendered (including,
                but not limited to, commissions paid salesmen, compensation
                for services on the basis of percentage of profits,
                commissions on insurance premiums, tips and bonuses), and
                effective for Plan Years beginning on or after January 1,
                1998, elective deferrals as defined in Code Section
                402(g)(3).  Total Compensation does not include:

                     (A)  deferred compensation, including contributions by a
                          Participating Employer to a deferred compensation
                          plan or a simplified employee pension plan and any
                          distribution from a deferred compensation plan,

                     (B)  amounts realized from the exercise of non-qualified
                          stock options and amounts realized from the sale,
                          exchange or other disposition of stock acquired
                          under a qualified stock option,

                     (C)  other distributions which receive special tax
                          benefits, and

                     (D)  any amounts in excess of the applicable dollar
                          limitation in effect under Code Section 401(a)(17)
                          for such Limitation Year.

 4.04 Nondiscrimination in Salary Reduction Contributions.  Each Plan Year
 the Plan must satisfy the requirements of this Section and Sections 4.05 and
 4.06.  The Plan Administrator shall determine if these requirements are
 satisfied pursuant to Treas. Reg. Sec. 1.401(k)-1, the provisions of which
 are incorporated by reference.

      (a)  For each Plan Year, the Deferral Percentage of the Highly
           Compensated Group shall be:

           (i)  not more than 125 percent of, or

           (ii) not more than two percentage points higher than, and not more
                than twice,

      the Deferral Percentage for such Plan Year of the NonHighly Compensated
      Group for the preceding Plan Year (using the definition of such term
      that was in effect during such preceding Plan Year) for Plan Years
      commencing prior to January 1, 2002, or such other amount as may be
      required by Treasury regulations under Code Section 401(m)(9).
      The Deferral Percentage for the Highly Compensated Group or the
      NonHighly Compensated Group for a Plan Year is the average of the
      Actual Deferral Percentage of each Participant in such group.

      (b)  If the amount of Salary Reduction Contributions to be credited to
           the 401(k) Accounts of Highly Compensated Group for any Plan Year
           does not satisfy the above test, then the amount of excess
           contributions (as defined below) made on behalf of any Highly
           Compensated Employee (and any income or loss attributable thereto
           as of the earlier of the date of distribution or the last day of
           the Plan Year in which such excess contribution was made) shall,
           before the last day of the following Plan Year, be distributed
           to such Highly Compensated Employee until the above test is
           satisfied.  An "excess contribution" for any Plan Year is the
           excess of the amount of Salary Reduction Contributions actually
           paid over to the Plan on behalf of such Highly Compensated
           Employee for the Plan Year over the maximum amount permitted by
           the limitations of this Section determined by reducing the Salary
           Reduction Contributions made on behalf of each Highly Compensated
           Employee in order of the dollar amount of their Salary Reduction
           Contributions beginning with the largest of such dollar amounts.
           Distribution of excess contributions under this Section will not
           require the consent of the Participant or his Spouse and will not
           violate any outstanding Qualified Domestic Relations Orders.

 4.05 Nondiscrimination in Matching Contributions.  Each Plan Year must
      satisfy the requirements of this Section and Sections 4.04 and 4.06.
      The Administrator shall determine if these requirements are satisfied
      pursuant to Treas. Reg. Sec. 1.401(m)-1, the provisions of which are
      incorporated by reference.

      (a)  For each Plan Year, the Contribution Percentage of the Highly
           Compensated Group, shall be

           (i)  not more than 125 percent of, or

           (ii) not more than two percentage points higher than, and not more
                than twice,

      the Contribution Percentage for such Plan Year of the Non-Highly
      Compensated Group for the preceding Plan Year, or  for Plan Years
      commencing prior to January 1, 2002 such other amount as may be
      required by Treasury Regulations under Code Section 401(m)(9).

      The Contribution Percentage for the Highly Compensated Group or the
      Non-Highly Compensated Group, as the case may be, for a Plan Year is
      the average of the Actual Contribution Percentages for each Participant
      in such group.

      (b)  The Trustee shall distribute to such Highly Compensated Employees
           the amount of actual excess aggregate contributions (as defined
           below) (and any income or losses allocable thereto as of the
           earlier of the date of distribution or the last day of the Plan
           Year in which such excess aggregate contribution was made) for any
           Plan Year not later than the last day of the next following Plan
           Year, on the basis of the respective portions of the excess
           aggregate contributions attributable to each such Highly
           Compensated Employee.  Excess aggregate contributions will be
           distributed by reducing Matching Contributions made on behalf of
           Highly Compensated Employees in order of the dollar amount of such
           Matching Contributions beginning with the largest of such dollar
           amounts.  The term "excess aggregate contributions" means, with
           respect to any Plan Year, the excess of:

           (i)  the aggregate amount of Matching contributions made on behalf
                of Highly Compensated Employees for such Plan Year, over

           (ii) the maximum amount of such contributions permitted under the
                foregoing provisions of this Section 4.05.

 4.06 Alternative Limitation Test.  In addition to the requirements of
      Sections 4.04 and 4.05 for any Plan Year commencing prior to January 1,
      2002, the Plan must satisfy the requirements of this Section.  The Plan
      Administrator shall determine if these requirements are satisfied
      pursuant to Treas. Reg. Sec. 1.401(m)-2, the provisions of which are
      incorporated by reference.

      (a)  Multiple Use Test.  The sum of the Actual Deferral Percentage and
           the Actual Contribution Percentage of the Highly Compensated Group
           for the current Plan Year may not exceed the greater of:

           (i)  The sum of:

                (A)  1.25 times the greater of:

                     (1)  the Actual Deferral Percentage of the Non-Highly
                          Compensated Group for the preceding Plan Year; or

                     (2)  the Actual Contribution Percentage of the
                          Non-Highly Compensated Group for the preceding Plan
                          Year; and

                (B)  two percentage points plus the lesser of (1) or (2) next
                     above, but in no event in excess of twice the lesser of
                     (1) or (2) above; or

           (ii) The sum of:

                (A)  1.25 times the lesser of:

                     (1)  the Actual Deferral Percentage of the Non-Highly
                          Compensated Group for the preceding Plan Year; or

                     (2)  the Actual Contribution Percentage of the
                          Non-Highly Compensated Group for the Preceding
                          Plan Year; and

                (B)  two percentage points plus the greater of (1) or (2)
                     next above, but in no event in excess of twice the
                     greater of (1) or (2) above.

      (b)  Adjustments.  If the requirements of subsection (a) are not
           satisfied, the amount of such excess will be an excess
           contribution or excess aggregate contribution, as determined at
           the discretion of the Plan Administrator, and the corresponding
           contribution will be reduced and distributed to Highly Compensated
           Employees in the manner described in the applicable provisions
           of Sections 4.04 and 4.05.  The Deferral Percentage and the
           Contribution Percentage of the Highly Compensated Group will be
           determined after any corrective distributions of excess deferrals
           or contributions under Sections 4.04 and 4.05.

 4.07 Rollover Contribution.  With the consent of the Plan Administrator,
      an Employee or Participant may make a Rollover Contribution to the
      Plan.  The term "Rollover Contribution" means an eligible rollover
      distribution (as described in Code Section 402(c)) from an Eligible
      Retirement Plan or a tax-free rollover distribution from an individual
      retirement account or an individual retirement annuity which in turn
      consisted entirely of an eligible rollover distribution (as described
      in Code Section 402(c)(4)) from an Eligible Retirement Plan.

 4.08 Catch-Up Contributions.  Effective for Plan Years commencing after
      December 31, 2001, all Participants who are eligible to make elective
      deferrals under this Plan and who have attained age 50 before the close
      of the Plan Year shall be eligible to make Catch-up Contributions in
      accordance with, and subject to the limitations of, section 414(v) of
      the Code.  Such Catch-up Contributions shall not be taken into account
      for purposes of the provisions of the Plan implementing the required
      limitations of sections 402(g) and 415 of the Code.  The Plan shall
      not be treated as failing to satisfy the provisions of the Plan
      implementing the requirements of section 401(k)(3), 401(k)(11),
      401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the
      making of such catch up contributions.  Catch-up Contributions will not
      be subject to and, no Matching Contributions will be made on, such
      Catch-Up Contributions under Section 4.02 of the Plan.


                                  ARTICLE V.
                                   ACCOUNTS

 5.01 Account Values.  As of each Valuation Date, the value of each of a
      Participant's Accounts shall be determined as follows:

      (a)  401(k) Accounts:

           (i)  the value of such Account as of the preceding Valuation Date,

           (ii) plus any Salary Reduction Contributions, Catch-Up
                Contributions and any loan repayments credited to such
                Account for such period,

           (iii)     minus the amount of any distributions or withdrawals
                made from such Account during such period, and

           (iv) plus or minus such Account's share of the net income, loss,
                appreciation and/or depreciation in the value of that portion
                of the Trust allocable to 401(k) Accounts, as determined
                under Section 5.02 during such period.

      (b)  Matching Accounts:

           (i)  the value of such Account as of the preceding Valuation Date,

           (ii) minus the amount of any distributions or withdrawals made
                from such Account during such period,

           (iii)     plus or minus such Account's share of the net income,
                loss, appreciation and/or depreciation in the value of that
                portion of the Trust allocable to Matching Accounts, as
                determined in Section 5.02 during such period, and

           (iv) plus any Matching Contributions (including Forfeitures)
                allocated and any loan repayments credited to such Account
                during such period.

      (c)  Rollover Accounts:

           (i)  the value of such Account as of the preceding Valuation Date,

           (ii) minus the amount of any distributions or withdrawals made
                from such Account during such period,

           (iii) plus or minus such Account's share of the net income,
                loss, appreciation and/or depreciation in the value of that
                portion of the Trust allocable to Rollover Accounts, as
                determined in Section 5.02 during such period, and

           (iv) plus any Rollover Contributions or transfers made to and any
                loan repayments credited to such Account during such period.

 5.02 Allocation of Investment Income.  As of each Valuation Date, before the
      allocation of the Matching Contributions (including Forfeitures as set
      forth in Section 4.02(d)) as of that date, any net appreciation or net
      depreciation in the value of each Investment Fund shall be allocated
      among the Accounts of Participants in the same proportion that the
      value of such portion of each of the Participant's Account as is
      invested in such Investment Fund bears to the total value of the
      portions of the Accounts of all Participants as are invested in such
      Investment Fund, determined as of the immediately preceding Valuation
      Date, reduced in each case by the amount of any distributions, loans,
      withdrawals, Forfeitures and transfers from such Accounts allocable to
      such Investment Fund for the benefit of such Participant since the
      immediately preceding Valuation Date and increased in each case by the
      aggregate Salary Reduction Contributions, Rollover Contributions and
      loan repayments credited to such Investment Fund since the immediately
      preceding Valuation Date.  All determinations made by the Trustee
      with respect to the value of Participants' Accounts shall be made in
      accordance with generally accepted principles of trust accounting, and
      such determinations made by the Trustee and any determinations made by
      the Plan Administrator based thereon, shall be conclusive and binding
      upon any person having an interest under the Plan.


                                 ARTICLE VI.
                                DISTRIBUTIONS

 6.01 Termination Dates.  A Participant's "Termination Date" will be the date
      on which his employment with the Participating Employers and the
      Related Entities is terminated because of the first to occur of the
      following events:

      (a)  his Normal Retirement Date or Early Retirement Date;

      (b)  his Disability;

      (c)  his death; or

      (d)  his resignation or dismissal from the employ of all Related
           Entities before retirement in accordance with (a) or (b) next
           above.

 6.02 Fully Vested Accounts.  A Participant shall at all times be fully
           vested in his 401(k) Account.  If a Participant

      (a)  retires or is retired under subsection 6.01(a) or (b),

      (b)  dies while in the employ of an Employer or a Related Entity, or

      (c)  completes at least five Years of Service,

      then he shall become fully vested in the balance of his Accounts.   The
      entire balance  in his  Accounts,  if any,  as  of any  Valuation  Date
      coincident with  or  next following  his  Termination Date  (after  all
      adjustments then  required under  the Plan  have been  made), may  then
      become distributable to  or for  his benefit or,  in the  event of  his
      death, to or for the benefit of his Beneficiary, in accordance with the
      applicable provisions of this Article VI.

 6.03 Partially Vested Accounts.  A Participant shall become vested in the
      balances in his Matching Account, in accordance with the following
      schedule:

        Number of Completed                  Vested
        Years of Service                     Percentage
        -----------------------------        ----------
        Less than 2 years                      0%
        2 years but less than 3 years         25%
        3 years but less than 4 years         50%
        4 years but less than 5 years         75%
        5 years or more                      100%

      The vested balances of his Matching Account, if any, and the balances
      in his 401(k) Account and Rollover Account, if any, as of any Valuation
      Date coincident with or next following his Termination Date (after all
      adjustments then required under the Plan have been made), may become
      distributable in accordance with the applicable provisions of this
      Article VI.  The unvested portion of a Participant's Matching Account
      on his Termination Date shall be forfeited in accordance with the
      provisions of Section 6.04.

 6.04 Forfeiture Accounts and Forfeitures.  The portion of a Participant's
      Matching Account that is not distributable to him by reason of the
      provisions of Section 6.03 shall be credited to a Forfeiture Account
      established and caused to be maintained by the Plan Administrator in
      the Participant's name as of the Valuation Date coincident with or next
      following his Termination Date (before adjustments then required under
      the Plan have been made).  If the Participant does not return to
      employment with a Participating Employer or a Related Entity prior to
      incurring a one year Break in Service or, if earlier, after he receives
      a complete distribution of his Accounts, the balance in his Forfeiture
      Account, determined as of the Valuation Date coincident with or next
      following such date (after all adjustments then required under the
      Plan have been made) will be a "Forfeiture" and will be allocated in
      accordance with Section 4.02 until exhausted.  If the Participant
      returns to employment with a Participating Employer or a Related Entity
      prior to incurring five consecutive One Year Breaks in Service and:

      (a)  subsequently becomes eligible for Plan benefits in accordance with
           the provisions of Section 6.02, the balance of his Forfeiture
           Account as of the next following Valuation Date (after all
           adjustments then required under the Plan have been made) will be
           distributable to or for his benefit or, in the event of his death,
           to or for the benefit of his Beneficiary in accordance with the
           provisions of Section 6.05; or

      (b)  again resigns or is dismissed prior to completing 5 Years of
           Service, then, as of the Valuation Date coincident with or next
           following the date on which the Participant first incurs a one
           year Break in Service after such subsequent resignation or
           dismissal (after all adjustments then required under the Plan
           have been made), the balance in his Forfeiture Account shall be
           determined by multiplying that balance by the following fraction:

                                      x-y
                                    ------
                                    100%-y

           For purposes of the above formula, x equals the Participant's
           vested percentage on the date of his subsequent termination of
           employment and y equals the Participant's vested percentage on
           the date of his prior termination of employment.

      The balance in the Participant's Forfeiture Account after the
      calculation described in subsection (b) next above will be
      nonforfeitable and will be distributable to or for his benefit or,
      in the event of his death, to or for the benefit of his Beneficiary
      in accordance with the applicable provisions of this Article VI.
      The amount by which a Participant's Forfeiture Account is reduced
      under this Section 6.04 will, if the Participant does not return to
      employment with the Related Entities prior to incurring a One Year
      Break in Service or, if earlier, after he receives a complete
      distribution of his Accounts, be a Forfeiture and will be allocated
      and used in accordance with Section 4.02(d) until exhausted.  If a
      Participant returns to employment with one of the Related Entities
      after incurring a one year Break in Service but before incurring five
      consecutive one year Breaks in Service, the amount forfeited from the
      Forfeiture Account by reason of such one year Break in Service will be
      restored to his Forfeiture Account, first, out of Forfeitures occurring
      in the year of restoration, second, out of contributions by the
      Participating Employer.  Upon such Participant's subsequent Termination
      Date, his Forfeiture Account will be paid in accordance with either
      subsection (a) or (b) of this Section, as applicable.

 6.05 Distribution of Accounts.

      (a)  Form of Distribution.  Subject to the following provisions of this
           Article VI, the vested balances of a Participant's Plan Accounts
           will be distributable to or for his benefit by payment in either:

           (i)  a lump sum; or

           (ii) by direct rollover in compliance with Section 401(a)(31) of
                the Code to an Eligible Retirement Plan:

      (b)  In addition to the distribution options available under Section
           6.05(a), prior to March 31, 2002, a Participant can, in his
           discretion, elect payment of the vested balances of his Plan
           Accounts in the form of substantially equal annual or more
           frequent installments over a period not exceeding the greater of:

           (i)  the Participant's life expectancy, or

          (ii)  the joint and last survivor life expectancy of the
                Participant and a Designated Beneficiary.

           For purposes  of  this  subsection, the  life  expectancy  of  the
           Participant and the joint and last survivor life of a  Participant
           and his Spouse,  may be redetermined  annually as  elected by  the
           Participant.

      (c)  Rules Regarding Distribution.

           (i)  The Trustee may  make distribution  in cash  or property,  or
                partly in each, provided property is distributed at its  fair
                market value as at the date of distribution, as determined by
                the Trustee.

           (ii) Where distribution  has commenced  pursuant  to (b)  of  this
                Section and prior to  the Participant's death, the  remaining
                portions of the Participant's  Accounts shall be  distributed
                to the Participant's Beneficiary at  least as rapidly as  the
                installment payments  otherwise selected  by the  Participant
                prior to death.  Such distribution will normally be completed
                within 5 years after the Participant's death, except that:

                (A)  if the distribution is payable to a Beneficiary who
                     is not the Participant's surviving Spouse, it may be
                     payable over a period not extending beyond the life
                     expectancy of such person, and it may commence not later
                     than one year after the date of the Participant's death,
                     or

                (B)  if the distribution is payable to a Beneficiary who
                     is the surviving Spouse of the Participant, it may be
                     payable over a period not extending beyond the life
                     expectancy of such surviving Spouse, and it may commence
                     not later than the date of the Participant's death or,
                     if later, the date the Participant would have attained
                     age 70/ years had he or she lived.

           (iii)     Under regulations  prescribed by  the Secretary  of  the
                Treasury pursuant  to Section  401(a) (9)  of the  Code,  any
                amount paid to  a child of  a deceased  Participant shall  be
                treated as if it has been paid to the surviving spouse of the
                Participant  if  such  amount  will  become  payable  to  the
                surviving spouse upon such child reaching the age of majority
                (or other designated event permitted under said regulations).

      (d)  Election of Distribution.  The Participant shall select the method
           by which his vested Accounts will be distributed to him.  A
           Participant, if he so desires, may direct how his vested Accounts
           are to be paid to his Beneficiary.  If the deceased Participant
           did not file a valid direction with the Plan Administrator, then
           his Beneficiary shall select the method by which the Participant's
           vested Accounts will be distributed.

      (e)  Small Distributions.  Notwithstanding anything contained in
           the Plan to the contrary, if the distributable balance of the
           Participant's Accounts is $5,000 or less for Plan Years beginning
           on or after January 1, 1998, (or $3,500 or less for Plan Years
           beginning prior to January 1, 1998) then the Trustee shall
           distribute the Participant's vested Accounts in a lump sum, and
           the Participant shall have no right to select the manner in which
           he will receive his distribution from the Plan.  For Plan Years
           beginning on and after January 1, 2002, for purposes of this
           Section 6.05(e) and Section 6.06, the vested balances of a
           Participant's Accounts shall be determined without regard to
           the balance of the Participant's Rollover Account.

 6.06 Time for Distribution.  Distribution of a Participant's vested Accounts
      will normally be made or commenced as soon as practicable following the
      Valuation Date next following the Participant's Termination Date, but
      not later than the 60th day next following the close of the Plan Year
      during which the Participant attains age 65 years or, if later, during
      which his Termination Date occurs, except as otherwise permitted under
      circumstances described in Treas. Reg. S1.401(a)-14(d).  If the vested
      value of the Participant's Accounts at the time of any distribution is
      over $5,000 for Plan Years beginning on or after January 1, 1998, (or
      $3,500 or less for Plan Years beginning prior to January 1, 1998) the
      Participant (but not his Beneficiary in the event of the Participant's
      death) must consent in writing to receive the distribution.  However, a
      Participant may not elect to defer distribution beyond the date
      described above.

 6.07 Required Minimum Distributions.  Distribution of a Participant's vested
      Plan Accounts must comply with the requirements of Section 401(a)(9) of
      the Code.

      (a)  A Participant who is a Five Percent Owner in the calendar year in
           which the Employee attains age 70/ shall receive or commence the
           receipt of the entire amount credited to his Accounts on the April
           1 following the end of the calendar year in which he attains age
           70/.

      (b)  A Participant (other than a Five Percent Owner) who attains age
           70/ after December 31, 1995 and before January 1, 1999, and did
           not incur a Termination Date prior to or during that calendar year
           may elect:

           (i)  to commence distribution no later than the April 1 of the
                calendar year following the year he attains age 70/, or

           (ii) to defer such distributions until the April 1 following the
                calendar year in which his Termination Date occurs.

      (c)  A Participant (other than a Five Percent Owner) who attained age
           70/ prior to January 1, 1996 and was required to receive one or
           more distributions of his Accounts by December 31, 1996 because he
           had reached his "required beginning date," as the term was defined
           under Code Section 401(a)(9) prior to January 1, 1997, may elect
           to defer such distributions until the April 1 following the
           calendar year in which his Termination Date occurs.

      (d)  The Administrator may permit, any Participant (other than a Five
           Percent Owner) who attained age 70/ prior to January 1, 1997, was
           receiving minimum distributions and retires on or after January 1,
           1997 to elect that such distributions cease until resumption is
           otherwise required under the Plan.

      (e)  Effective January 1, 2001 for a Participant who is not a Five
           Percent Owner in the calendar year in which he attains age 70/
           distributions shall be made or commence not later than the later
           of:

           (i)  the April 1 following the calendar year in which his
                Termination Date occurs, or

           (ii) the April 1 following the calendar year in which he attains
                age 70/.

 6.08 Facility of Payment.  Notwithstanding any provision of this Article VI
      to the contrary, if, in the Plan Administrator's opinion, a Participant
      or other person entitled to benefits under the Plan is under a legal
      disability or is in any way incapacitated so as to be unable to manage
      his financial affairs, the Plan Administrator may, until claim is made
      by a conservator or other person legally charged with the care of his
      person or of his estate, direct the Trustee to make payment to a
      relative or friend of such person for his benefit.  Thereafter, any
      benefits under the Plan to which such Participant or other person is
      entitled shall be paid to such conservator or other person legally
      charged with the care of his person or his estate.

 6.09 Restrictions on Distribution of Salary Reduction Contributions.
      Except as provided in Section 7.02, no Participant shall receive a
      distribution of his 401(k) Account earlier than his separation from
      service within the meaning of Section 401(k)(2)(B) of the Code, his
      death or disability, or upon any of the events described in Section
      401(k)(10) of the Code and the regulations thereunder.  Effective
      January 1, 2002, no Participant shall receive a distribution of his
      401(k) Account earlier than his severance from employment within the
      meaning of Code Section 401(k)(2)(B), his death or disability or upon
      any of the events described in Section 401(k)(10) of the Code and the
      regulations thereunder.


                                 ARTICLE VII.
                            LOANS AND WITHDRAWALS

 7.01 Loans to Participants.  While the primary purpose of the Plan is
      to accumulate funds for the Participants when they retire, it is
      recognized that under some circumstances it is in the best interests
      of Participants to permit loans to be made to them while they continue
      in the employ of one of the Related Entities.  Accordingly, the Plan
      Administrator, in its sole discretion and upon written request by an
      Active or Inactive Participant, may make a loan from the Trust Fund to
      the Participant in accordance with the terms of a loan policy adopted
      by the Plan Administrator.  The amount of such loan together with the
      accrued interest under this Plan and all other qualified employer plans
      shall be within the following limits:

      (a)  If the vested balance of the Participant's Accounts is between
           $0 and $99,999, the Participant may borrow up to one-half the
           nonforfeitable balance of his Accounts;

      (b)  If the vested balance of the Participant's Accounts is $100,000
           or more, the Participant may borrow up to lesser of:

           (i)  one-half the nonforfeitable balance of his Accounts; or

           (ii) $50,000, reduced by the excess (if any) of:

                (A)  the highest outstanding balance of loans under the Plan
                     and all other qualified plans maintained by the Related
                     Entities during the 1 year period ending on the day
                     before the date on which such loan was made, over

                (B)  the outstanding balance of such outstanding loans on the
                     date on which such loan was made.

      (c)  USERRA.  A Participant with an outstanding Plan loan who leaves
           the employ of the Related Entities as a result of Qualified
           Military Service may suspend his installment payments on any loan
           under the Plan during any part of such service and such suspension
           shall not be taken into account for purposes of Code Section
           72(p), 401(a), or 4975(d)(1).

 7.02 Severe Hardship Withdrawals.

      (a)  In the sole discretion of the Plan Administrator, a Participant
           may withdraw all or a portion of the Salary Reduction
           Contributions made to his 401(k) Account (but not any earnings on
           such Salary Reduction Contributions) the balance of his Matching
           Accounts and/or Rollover Accounts if the Plan Administrator, in
           accordance with the Plan and regulations issued by the Internal
           Revenue Service, determines that such a withdrawal will alleviate
           a condition of "severe financial hardship" of a Participant, as
           defined in subsection 7.02(b) below.  Withdrawals from the 401(k)
           Account shall be limited to the lesser of (1) the amount necessary
           to satisfy the Participant's severe financial hardship or (2) the
           amount of the Participant's contributions to such Account at the
           time of the withdrawal.  A Participant may take only one severe
           hardship withdrawal a Plan Year.  A Participant seeking such a
           withdrawal must apply in writing to the Plan Administrator within
           such time frame as the Plan Administrator shall require and
           provide the Plan Administrator with such evidence as it requires
           to make its determination.  The Plan Administrator will respond to
           each such request in writing as to its approval or denial as soon
           as practical after receipt of all requested information from the
           Participant.

      (b)  Severe financial hardship withdrawals may be made for the
           following specified purposes:

           (i)  purchase of the Participant's principal residence;

           (ii) payment of tuition and educational fees for the next twelve
                months of post-secondary education of the Participant or
                members of his immediate family;

           (iii) unreimbursed or anticipated expenses for medical care
                described in Code Section 213(d) of the Participant or
                members of his immediate family;

           (iv) expenses to prevent the eviction of the Participant from his
                principal residence or the foreclosure on a mortgage on his
                principal residence; or

           (v)  funeral expenses for an immediate family member of the
                Participant.

      (c)  In determining the amount required to meet a severe financial
           hardship, the Plan Administrator may take into account the
           anticipated federal and state income and excise taxes with
           respect to the withdrawal.

 7.03 Age 59/ or Disability Withdrawal.  A Participant who is at least age
      59/ or has a Disability may withdraw all or a portion of his 401(k)
      Account for any reason.  To obtain an age 59/ or disability withdrawal,
      the Participant must submit a written request to the Plan Administrator
      in such form and at such time as the Plan Administrator shall require.
      A Participant may take only one age 59/ or Disability withdrawal each
      year.

 7.04 Rollover Contributions.  A Participant may withdraw all or a portion
      of his Rollover Account for any reason upon submission of a written
      request to the Plan Administrator in such form and at such time as
      the Plan Administrator shall require.

 7.05 Minimum Withdrawal.  Notwithstanding any other provision of Article
      VII, withdrawals may not be made in amounts of less than $200 unless
      the amount which may be withdrawn is less that $200.


                                ARTICLE VIII.
                          ADMINISTRATION OF THE PLAN

 8.01 Plan Administrator and Named Fiduciary.  The authority and
      responsibility to control and manage the operations and administration
      of the Plan shall reside in the Plan Administrator.  For purposes of
      ERISA, the Plan Administrator shall be the "named fiduciary" with
      respect to this Plan.  The  Company shall have the sole authority to
      appoint and remove the Trustee, and the investment manager, if any,
      provided for under the Trust.  The Plan Administrator shall be
      responsible for the day-to-day administration of the Plan.  The Trustee
      shall have the sole responsibility for the administration of the Trust
      and the management of the assets held under the Trust, all as
      specifically provided in the Trust.  The Plan Administrator warrants
      that any directions given, information furnished, or action taken by
      it shall be in accordance with the provisions of the Plan or the
      Trust, as the case may be, authorizing or providing for such direction,
      information or action.  The Plan Administrator and Company and the
      Participating Employers do not guarantee the Trust in any manner
      against investment loss or depreciation in asset value.

 8.02 Claim Procedure.  Claims for benefits under this Plan shall be filed
      with the Plan Administrator in writing by the claimant.  Written notice
      of the disposition of a claim shall be furnished the claimant, by the
      Plan Administrator, within 90 days after the application therefor is
      filed, unless special circumstances require an extension of time for
      processing the claim.  If such an extension of time for processing is
      required, written notice of the extension shall be furnished to the
      claimant prior to the termination of the initial 90 day period.  Such
      notice shall specify the special circumstances requiring the extension
      of time and the date by which the Plan Administrator expects to render
      a decision on such claim.  In the event the claim is denied, the Plan
      Administrator shall specifically set forth:

      (a)  The specific reason or reasons for the denial;

      (b)  A specific reference to the pertinent Plan provision on which the
           denial is based;

      (c)  A description of any additional material or information necessary
           for the claimant to perfect the claim and any explanation why such
           material or information is necessary; and

      (d)  An explanation of the Plan's claim review procedure and the time
           limits applicable to such procedures, including a statement of the
           claimant's right to bring a civil action under Section 502(a) of
           ERISA following an adverse decision upon review.

      If the Plan Administrator shall fail to act within the initial 90 day
      period without furnishing notice to the claimant of an extension of
      time for processing the claim, the claimant's application shall be
      deemed to be denied.

 8.03 Request for Review (Claim Review Procedure).  Any Participant or
      Beneficiary of a deceased Participant shall be entitled, upon request
      to the Plan Administrator, to appeal the denial of his claim.  Such
      appeal shall be submitted to the Plan Administrator, along with a
      written statement of the claimant's position, no later than 60 days
      after receipt of the denial, as provided in Section 8.02 above.  The
      claimant, or his duly authorized representative may request review
      upon written application to the Plan Administrator; to review and/or
      copy free of charge, pertinent Plan documents, records, and other
      information relevant to the claimant's claim; submit issues and ; and
      submit documents, records and other information relating to the claim.
      The decision on review shall be made by the Plan Administrator, who
      may, in its discretion, hold a hearing on the denied claim.  The review
      shall take into account all comments, documents, records and other
      information submitted by the claimant relating to the claim, without
      regard to whether such information was submitted or considered in the
      initial benefit determination.  The Plan Administrator shall make an
      independent determination of the issue(s) raised by the claimant within
      the following 60 days and shall given written notice to the applicant
      of its determination.  However, if there are special circumstances
      requiring an extension of time for processing, a decision shall be
      rendered within 120 days after receipt of the request for review.  If
      such an extension of time for review is required, written notice of the
      extension shall be furnished to the claimant prior to the commencement
      of the extension.  Such notice of extension shall indicate the special
      circumstances requiring the extension of time and the date by which the
      Plan Administrator expects to render the determination on review.  All
      decisions on review shall be in writing and shall be delivered to the
      claimant as soon as possible, but not later than 5 days after the claim
      determination is made.  Such notice shall include specific reasons for
      the decision, written in a manner calculated to be understood by the
      claimant, with the specific reason or reasons for the denial of the
      claim, specific references to the pertinent Plan provisions on which
      the decision is based and a statement that the claimant is entitled to
      receive upon request and free of charge reasonable access to and copies
      of all documents, records and other information relevant to the
      claimant's claim for benefits, as well as a statement of the claimant's
      right to bring an action under Section 502(a) of ERISA.  In the event
      that the decision on review is not furnished within the time period set
      forth above, the claim shall be deemed denied on review.  Unless a
      court of competent jurisdiction determines otherwise, the decision of
      the Plan Administrator on any appeal shall be final and conclusive.

 8.04 Records and Reports.  The Plan Administrator shall exercise such
      authority and responsibility as it deems appropriate in order to comply
      with ERISA and governmental regulations issued thereunder relating to
      records of Participants' eligibility, notifications to Participants,
      annual reports to the Internal Revenue Service, and necessary filings
      with the Department of Labor and the Internal Revenue Service.

 8.05 Other Powers and Duties.  The Plan Administrator shall have such duties
      and powers as may be necessary to discharge its duties hereunder,
      including, but not by way of limitation, the following:

      (a)  to construe and interpret the Plan, decide all questions of
           eligibility and determine the amount, manner and time of payment
           of any benefits hereunder;

      (b)  to prescribe the uniform procedures to be followed by Participants
           or Beneficiaries filing applications for benefits, loans or
           withdrawals;

      (c)  to prepare and distribute, in such manner as it determines to be
           appropriate, information explaining the Plan;

      (d)  to receive from the Participating Employers and from Participants
           such information as shall be necessary for the proper
           administration of the Plan;

      (e)  to furnish the Company, upon request, such annual reports with
           respect to the administration of the Plan as are reasonable and
           appropriate;

      (f)  to receive, review and keep on file (as deemed convenient and
           proper) reports of benefit payments by the Trustee and reports
           of disbursements for administrative expenses; and

      (g)  to appoint or employ individuals to assist in the administration
           of the Plan and any other agents deemed advisable, including legal
           and actuarial counsel.

      Except by formal amendment, the Plan Administrator shall have no power
      to add to, subtract from or modify any of the terms of the Plan, or to
      change or to add to any benefits provided by the Plan, or to waive or
      fail to apply any requirements of eligibility for a benefit under the
      Plan.

 8.06 Rules and Decisions.  The Plan Administrator may adopt such rules as
      it deems necessary, desirable, or appropriate.  All such rules and
      decisions shall be uniformly and consistently applied to all
      Participants in similar circumstances.  When making a determination
      or calculation, the Plan Administrator shall be entitled to rely upon
      information furnished by a Participant or Beneficiary, the Company,
      the legal counsel of the Company, or the Trustee.

 8.07 Authorization of Benefit Payments.  The Plan Administrator shall issue
      directions to the Trustee concerning all benefits which are to be paid
      from the Trust pursuant to the provisions of the Plan and warrants that
      all such directions are in accordance with this Plan.

 8.08 Application Forms for Benefits.  The Plan Administrator may require a
      Participant to complete and file an application for benefits and all
      other forms approved by the Plan Administrator, and to furnish all
      pertinent information requested by the Plan Administrator.  The Plan
      Administrator may rely upon all such information furnished to it,
      including the Participant's current mailing address.

 8.09 Indemnification by the Company.  To the extent any individuals acting
      hereunder as either a Plan Administrator, named fiduciary, Trustee,
      or as members of any advisory committee, if applicable, are not
      indemnified or saved harmless under any liability insurance contracts,
      the Company does hereby agree to and does hereby indemnify and agree
      to defend said persons and to hold them harmless from and against
      any and all liabilities, losses, costs or expenses including reasonable
      attorneys' fees and court costs, of whatsoever kind and nature which
      may be imposed upon, incurred by or asserted against, said persons at
      any time by reason of any such persons, services hereunder or to the
      Plan, provided, however, the foregoing shall not apply to a particular
      person if he should be guilty of willful misconduct or gross
      negligence, or of a willful violation of the law or regulation under
      which such liability, loss, or expense arises.


                                 ARTICLE IX.
                               INVESTMENT FUNDS

 9.01 Investment Funds.  The Trustee shall invest all or a portion of the
      Participant's Accounts among such Investment Funds in the Trust as may
      be approved by the Plan Administrator from time to time in the amounts
      and manner set forth in this Article IX.

 9.02 Participant's Choice of Investment Funds.

      (a)  Each Participant shall have the right to direct in writing to the
           Plan Administrator, that the value of his existing Accounts be
           invested among the various Investment Funds from time to time
           offered by the Plan Administrator.  The Plan Administrator shall
           establish such rules and procedures as it may deem desirable for
           the administration of such elections.

      (b)  All contributions made pursuant to Article IV shall be invested in
           accordance with the most recent investment election made by the
           Participant.

      (c)  The Trustee shall comply with such investment directions of
           Participants, Accounts made in accordance with this Section until
           such persons give timely investment direction to the
           Administrator.  Notwithstanding any provision in this Section,
           a Participant's investment direction shall be subject to any
           transfer restrictions imposed by an Investment Fund, the Plan
           Administrator or the Trustee.  All transfers among the Investment
           Funds shall be effectuated as soon as may be practicable under the
           then circumstances and neither the Trustee, the Plan Administrator
           nor any investment manager shall be liable for any loss that may
           be incurred by any Participant as a result of any delay in
           transferring Accounts among the Investment Funds.

      (d)  The Plan is a plan which is described in ERISA Section 404(c)
           under which each Participant or Beneficiary shall exercise control
           over the assets in his or her Accounts and shall be provided the
           opportunity to choose, from a broad range of investments, the
           manner in which the assets in his or her Accounts are invested.
           The Participant or Beneficiary shall not be deemed to be a
           fiduciary by reason of his or her exercise of control and no
           person who is otherwise a fiduciary shall be liable for any loss
           or by reason of any breach which results from such exercise of
           control, whether by the Participant's or Beneficiary's affirmative
           direction or failure to direct an investment.  In addition, no
           account shall bear any loss or have any responsibility or
           liability for any investment directed by any other Participant
           or Beneficiary with respect to his or her Accounts.


                                  ARTICLE X.
                              GENERAL PROVISIONS

 10.01     Inalienability.  Except with respect to any indebtedness owing to
      the Trust, if any, or as provided in Section 10.11 or Section 10.12, no
      benefit under the Plan shall be subject in any manner to anticipation,
      alienation, sale, transfer, assignment, pledge, encumbrance, or charge
      prior to actual receipt thereof by the payee; and any attempt to so
      anticipate, alienate, sell, transfer, assign, pledge, encumber, or
      charge prior to such receipt shall be void; nor shall the Trust be in
      any manner liable for or subject to the debts, contracts, liabilities,
      engagements or torts of any person entitled to any benefit hereunder.

 10.02     Unclaimed Benefits.  If all or any part of the Accounts of any
      Participant, Former Participant or Beneficiary becomes distributable
      hereunder and the address of the person entitled thereto is unknown,
      and the Plan Administrator, after making a reasonable effort to locate
      all persons entitled to benefits under the Plan, fails to receive a
      claim for such distribution from the person entitled thereto or from
      any other person validly acting in his behalf, then such distribution
      may, on the direction of the Plan Administrator, be disposed of as
      follows:

      (a)  The Plan Administrator shall first send a certified letter to
           any person entitled to such Accounts at their last known address
           advising them that their interest in such Accounts shall be
           suspended unless the Plan Administrator is contacted within 3
           months of receipt.

      (b)  If within 3 months after such mailing such person has not
           made a claim, then the Plan Administrator may direct that the
           Participant's unclaimed Accounts be cancelled on the records
           of the Plan and the amount thereof used to reduce the Company
           Matching Contribution for the Plan Year in which such cancellation
           occurs.

      (c)  If the person entitled to the Participant's cancelled Accounts
           subsequently makes a valid claim with respect to such reallocated
           amounts, the Participating Employer shall make a contribution to
           the Plan in an amount necessary to restore the Participant's
           Accounts.  Any application of payments made in accordance with
           this Section shall fully acquit and discharge the Company, the
           Plan Administrator and the Trustee from all further liability on
           account thereof.

 10.03     Non-Guarantee of Employment.  Nothing contained in this Plan shall
      be construed as a contract of employment between any Related Entity and
      any individual, or as a right of any individual to be continued in the
      employment of the Company, or as a limitation of the right of the
      Related Entities to discharge any individual with or without cause.

 10.04     No Right to Trust Fund.  No Employee shall have any right to, or
      interest in, any part of the Trust upon termination of his employment
      or otherwise except as provided from time to time under this Plan, and
      then only to the extent of the benefits payable to such Employee out of
      the assets in the Trust.  All payments of benefits as provided for in
      this Plan shall be made solely out of the assets in the Trust and
      neither the Company nor the Trustee shall be liable therefor in any
      manner.

 10.05     Non-Liability Provisions.  Subject to any limitation on the
      application of this Section 10.05 pursuant to ERISA, neither the
      Company, Plan Administrator or the Trustee guarantee the Trust in any
      manner against loss or depreciation, and none of them shall be liable
      for any act or failure to act which is made in good faith pursuant to
      the provisions of the Plan.  The Company shall not be responsible for
      any act or failure to act of the Trustee.  The Plan Administrator shall
      not be responsible for any act or failure to act of the Company or the
      Trustee.  The Plan Administrator shall be indemnified by the Company
      against any and all liabilities arising by reason of any act or failure
      to act made in good faith pursuant to the provisions of the Plan,
      including expenses reasonably incurred in the defense of any claim
      relating thereto.

 10.06     Applicable Law.  Except as otherwise provided for under ERISA,
      all questions pertaining to the construction of the Plan shall be
      determined in accordance with the laws of the State of Illinois.

 10.07     Litigation by Participants.  If any person beneficially interested
      in the Trust shall bring any suit or proceeding against the Trustee or
      the Trust, or if any dispute shall arise as to the person or persons
      to whom payment or delivery of any funds shall be made by the Trustee,
      the cost to the Trustee of defending the action, where the result is
      adverse to the complainant or pursuant to the court authorization,
      shall be charged to the Accounts of the Participant whose interest
      is at issue, and only the excess, if any, shall be included in the
      expenses of the Trust.

 10.08     Tax Releases.  Prior to making any payment or distribution
      hereunder to any person, the Trustee may require such releases,
      documentation or such other indemnity from the payee or distributee
      as the Trustee shall reasonably deem necessary for its protection, and
      may deduct from the amount to which such person may be entitled, such
      amount as, in its discretion, the Trustee deems proper to protect
      the Trustee and the Trust against liability on account of death,
      succession, estate, inheritance, income or other taxes and out of the
      money so deducted may discharge any such liability and pay the balance
      to the person or persons entitled thereto.

 10.09     Inspection of Records.  No person shall have any right to inspect
      any records of the Company or to inspect any records of the Trustee
      with respect to any person's rights hereunder.

 10.10     Pronouns.  Masculine pronouns used herein shall refer to men or
      women or both and nouns and pronouns when stated in the singular shall
      include the plural and when stated in the plural shall include the
      singular wherever appropriate.

 10.11     Qualified Domestic Relations Order.  In addition to payments
      made under Article VI on account of a Participant's termination of
      employment, payments may be made to an Alternate Payee (as defined
      below) prior to, coincident with, or after Participant's termination
      of employment if made pursuant to a Qualified Domestic Relations
      Order.  In any event, however, payments to an Alternate Payee pursuant
      to a Qualified Domestic Relations Order may not commence prior to the
      earlier of (a) the date on which the Participant corresponding to the
      Qualified Domestic Relations Order is entitled to a distribution under
      the Plan; or (b) the later of (i) the date on which such Participant
      attains age 50 or (ii) the earliest date on which such Participant
      could begin receiving benefits under the Plan if the Participant had
      separated from service.  In addition, this Plan specifically authorizes
      distributions to an Alternate Payee under a Qualified Domestic
      Relations Order regardless of whether the Participant has attained the
      earliest retirement age (as defined above and in Section 414(p) of the
      Code) only if: (A) the order specifies distribution at the earlier date
      or permits an agreement between the Plan and (B) the Alternate Payee
      consents to a distribution prior to the Participant's earliest
      retirement age if the present value of the Alternate Payee benefits
      under the Plan exceeds $5,000.  Nothing in this Section 10.11 shall
      permit a Participant a right to receive distribution at a time
      otherwise not permitted under the Plan, nor shall it permit the
      Alternate Payee to receive a form of payment not permitted under
      the Plan.

      The Plan Administrator shall establish reasonable procedures to
      determine the qualified status of domestic relations orders and to
      administer distributions under such qualified orders, including, in its
      sole discretion, the establishment of segregated accounts for Alternate
      Payees.  All expenses incurred by the Plan Administrator in determining
      the qualified status of a domestic relations order or in administering
      a qualified order may be charged to the Accounts of the Participant to
      whom such order relates.

 10.12     Certain Offsets of a Participant's Accounts.

      (a)  Notwithstanding Section 10.01 or any other provision of the Plan
           to the contrary, upon receipt by the Plan Administrator of a
           judgment, order, decree or settlement agreement that was entered
           into on or after August 5, 1997, described in subsection (b) which
           expressly provides for an offset against all or part of an amount
           ordered or required to be paid to the Plan against a Participant's
           Accounts under the Plan, such Participant's Accounts shall be
           reduced or offset by the amount specified in such judgment, order,
           decree or settlement agreement and such amount shall promptly be
           paid to the Plan.

      (b)  The judgment, order, decree or settlement agreement described in
           subsection (a) must arise from

           (i)  a judgment of conviction for a crime involving the Plan,

           (ii) a civil judgment (including a consent order or decree)
                entered by a court in an action brought in connection with a
                violation (or alleged violation) of Part 4 of ERISA, or

           (iii) a settlement agreement between the Secretary of Labor or
                the Pension Benefit Guaranty Corporation and the Participant
                in connection with a violation (or alleged violation) of Part
                4 of ERISA by a fiduciary or any other person.


                                 ARTICLE XI.
                                  AMENDMENTS

 11.01     Amendments.  The Company, reserves the right to amend this Plan
      at any time and from time to time by resolution adopted by it, and
      all persons claiming any interest hereunder shall be bound thereby;
      provided, that no amendment shall have the effect of prejudicing
      theinterest of any Participant or Beneficiary in his Accounts as
      of the date of such amendment or of changing the rights, duties, or
      responsibilities of the Trustee without its written consent.  No
      amendment making the vesting provisions more restrictive shall apply to
      a Participant having at least 3 years of service as defined in Section
      411(a)(5) of the Code using a Plan Year 12 month period as of the date
      such amendment becomes effective.  It is the intention of the Company
      that all amounts transferred to the Trustee hereunder are irrevocably
      set aside for the benefit of Participants and Beneficiaries, and the
      Company does not reserve any right, title or interest in any funds
      transferred to the Trustee except as provided in Section 4.02(e).  No
      amendment to the Plan shall decrease a Participant's Accounts or,
      unless otherwise permitted by the Secretary of the Treasury, Code
      Regulation's and/or rulings, eliminate an optional form of
      distribution.


                                 ARTICLE XII.
                                 TERMINATION

 12.01     Right to Terminate Plan.  The Company contemplates that the Plan
      shall be permanent and that it shall be able to make contributions to
      the Plan.  Nevertheless, in recognition of the fact that future
      conditions and circumstances cannot now be entirely foreseen, the
      Company reserves the right to terminate either the Plan or both the
      Plan and the Trust.

 12.02     Merger or Consolidation of Plan and Trust.  Neither the Plan nor
      the Trust may be merged or consolidated with, nor may its assets or
      liabilities be transferred to, any other plan or trust, unless each
      Participant would, if the Plan then terminated receive a benefit
      immediately after the merger, consolidation, or transfer which is equal
      to or greater than the benefit he would have been entitled to receive
      immediately before the merger, consolidation, or transfer, if the Plan
      had then terminated.

 12.03     Discontinuance of Contributions.  Whenever a Participating
      Employer determines that it is impossible or inadvisable for it to
      make further contributions as provided in the Plan, the Participating
      Employer may adopt an appropriate resolution permanently discontinuing
      all further contributions without terminating the Plan and/or Trust.
      A certified copy of such resolution or similar document shall be
      delivered to the Trustee, and the Plan Administrator.  Thereafter, the
      Trustee shall continue to administer all the provisions of the Plan
      which are necessary and remain in force, other than the provisions
      relating to contributions by the Participating Employer.  However, the
      Trust shall remain in existence with respect to the Company and all of
      the provisions of the Trust Agreement shall remain in force except as
      provided in Section 12.05.

 12.04     Termination of Plan and Trust.  If the Company decides to
      terminate the Plan and Trust partially or completely they shall be
      terminated insofar as they are applicable to such affected Participants
      as of the date specified by resolution of the Company, delivered to the
      Trustee.  Upon such partial or complete termination of the Plan and
      Trust, the Trust may continue to be held by the Trustee for the benefit
      of the Participants and Beneficiaries to be distributed in accordance
      with Article VI until all assets have been completely paid out.

 12.05     Effect of Discontinuance or Termination on Vesting.  In the event
      of a discontinuance of contributions as provided in Section 12.03 or a
      "complete" or "partial" termination of the Plan, as those terms are
      defined in the Code and/or rulings, such affected Employees shall,
      notwithstanding any other provision of the Plan, be 100% nonforfeitably
      vested as of the effective date of such discontinuance or termination,
      respectively, in the value of their Accounts after adjustments for
      related expenses and/or unallocated Trust profits, losses or
      contributions have been made.


                                ARTICLE XIII.
                               TOP HEAVY PLANS

 13.01     Top Heavy Plan Requirements.  Notwithstanding anything hereinabove
      to the contrary, if the Plan is a Top Heavy Plan as determined pursuant
      to this Article XIII for any Plan Year then the Plan shall meet the
      requirements of this Article XIII for any such Plan Year.

 13.02     Top Heavy Plan Definitions:

      (a)  Aggregation Group means:

           (i)  Mandatory Aggregation Group.  Each plan of any Related Entity
                in which a Key Employee is a participant, and each other plan
                of any Related Entity which enables any plan of a Related
                Entity in which a Key Employee is a participant to meet the
                nondiscrimination and participation requirements of Sections
                401(a) (4) or 410 of the Code.

           (ii) Permissive Aggregation Group.  All plans of a Related Entity
                included in the Mandatory Aggregation Group and any other
                plan sponsored by a Related Entity which the Company elects
                to include as part of the group and which continues to
                satisfy the nondiscrimination and participation requirements
                of Sections 401(a)(4) and 410 of the Code.

           In determining which plans of a Related Entity are part of an
           Aggregation Group, only plan years with Determination Dates which
           fall within the same calendar year shall be aggregated.

      (b)  Determination Date means, as to any Plan Year, the last day of the
           preceding Plan Year.

      (c)  Key Employee means any Employee or former Employee, who during the
           Plan Year or during any of the preceding 4 Plan Years is any of
           the following:

           (i)  An officer of any Related Entity having compensation (as
                determined applying the definition of compensation set forth
                in Section 415(c)(3) of the Code) equal to 1.5 times the Code
                Section 415 dollar limit for defined contribution plans, or
                for Determination Dates occurring on and after January 1,
                2002 compensation greater than $130,000 (as adjusted under
                Code Section 416(i)(1)).  The number of persons to be
                considered officers in any Plan Year and the identity of the
                person to be so considered shall be determined pursuant to
                the provisions of Section 416(i) of the Code;

           (ii) For Determination Dates occurring prior to January 1, 2002,
                one of the 10 Employees who:

                (A)  owns or who is considered to own under the attribution
                     rules set forth in Section 318 of the Code both more
                     than a 1/2% interest and the largest interest in a
                     Related Entity; and

                (B)  has, during the Plan Year of ownership, annual Plan Year
                     compensation from a Related Entity more then the
                     compensation which is set forth in Section 415(c)(1)(A)
                     of the Code for the calendar year in which such Plan
                     Year ends;

                (C)  a person who is both an Employee and the owner of a
                     greater than 5% capital or profits interest in the
                     Company, and any person who owns, or who, under Section
                     318 of the Code, is considered as owning more than 5%
                     of the outstanding stock of the Company or of stock
                     possessing more than 5% of the total combined voting
                     power of all stock of such entity.

           (iii)     A person who is both an Employee whose annual
                compensation (as determined applying the definition of
                compensation set forth in Section 415(c)(3) of the Code) from
                all Related Entities exceeds $150,000 and who is a greater
                than 1% owner of the Company, with ownership determined
                pursuant to Section 13.02(c)(iii) by substituting "1%"
                for "5%" at each place where "5%" is set forth therein.

           (iv) For purposes of this Section 13.02(c) , when applying the
                constructive ownership rules under Section 318 of the Code,
                "5%," shall be substituted for "50%" in Section 318(a)(2)(C)
                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 Code regulations.

      The Beneficiary of any deceased Participant who was a Key Employee
      shall be considered a Key Employee for the same period as the deceased
      Participant would have been so considered.

      (d)  Key Employee Ratio means the ratio for any Plan Year, as of the
           Determination Date with respect to such Plan Year, determined by
           comparing the amount described in Section 13.02(d)(i) with the
           amount described in Section 13.02(d)(ii) after deduction from both
           such amounts the amount described in Section 13.02(d) (iii) .

           (i)  The amount described in this Section 13.02(d)(i) is the sum
                of:

                (A)  the aggregate of the present value of all accrued
                     benefits of Key Employees under all qualified defined
                     benefit plans included in the Aggregation Group;

                (B)  the aggregate of the balances in all of the accounts
                     standing to the credit of Key Employees under all
                     qualified defined contribution plans included in the
                     Aggregation Group; and

                (C)  the aggregate amount distributed from all plans in such
                     Aggregation Group to or on behalf of any Key Employee
                     during the period of 5 Plan Years ending on the
                     Determination Date (effective January 1, 2002, such
                     period shall be the 1 year period ending on the
                     Determination Date in the case of distributions
                     made on account of separation from service, death
                     or disability).

           (ii) The amount described in this Section 13.02(d)(ii) is the sum
                of:

                (A)  the aggregate of the present value of all accrued
                     benefits of all Participants under all qualified defined
                     benefit plans included in the Aggregation Group.

                (B)  the aggregate of all balances in all of the accounts
                     standing to the credit of all Participants under all
                     qualified defined contribution plans included in the
                     Aggregation Group; and

                (C)  the aggregate amount distributed from all plans in such
                     Aggregation Group to or on behalf of any Participant
                     during the period of 5 Plan Years ending on the
                     Determination Date (effective January 1, 2002, such
                     period shall be the 1 year period ending on the
                     Determination Date in the case of distributions made
                     on account of separation from service, death or
                     disability).

           (iii)     The amount described in 13.02(d)(iii) is the sum of:

                (A)  all rollover contributions and trustee transfers which
                     are initiated by an Employee and made from a plan
                     maintained by one unrelated employer to a plan
                     maintained by another unrelated employer to the Plan;
                     and

                (B)  any amount that is included in Section 13.02(d)(ii)
                     hereof for, on behalf of, or on account of, a person who
                     is a Non-Key Employee as to the Plan Year of reference
                     but who was a Key Employee as to any earlier Plan Year.

          For purposes of determining the Key Employee Ratio, accrued
          benefits and account balances attributable to employee
          contributions, other than amounts attributable to deductible
          Employee contributions, shall be taken into consideration.  The
          account balances and accrued benefits of a Participant who has not
          performed any services for a Related Entity at any time during the
          5 year period ending on the Determination Date will be disregarded
          (effective January 1, 2002 such period shall be the 1 year period
          ending on the Determination Date).

      (e)  Non-Key Employee means any Participant in the Plan (including a
           Beneficiary of such Participant) who is not a Key Employee.

      (f)  Super Top Heavy means this Plan for any Plan Year in which this
           Plan would be deemed a "Top Heavy Plan" if "90%" were substituted
           for "60%" wherever it appears in Section 13.02(g) .

      (g)  Top Heavy Plan.  This Plan shall be deemed "Top Heavy" as to any
           applicable Plan Year if, as of the Determination Date with respect
           to such Plan Year, any of the following conditions are met:

           (i)  The Plan is not part of an Aggregation Group and the Key
                Employee Ratio under the Plan exceeds 60%.

           (ii) The Plan is part of an Aggregation Group, there is no
                Permissive Aggregation Group of which the Plan is a part, and
                the Key Employee Ratio of the Mandatory Aggregation Group of
                which the Plan is a part exceeds 60%.

           (iii) The Plan is part of an Aggregation Group, there is a
                Permissive Aggregation Group of which the Plan is a part, and
                the Key Employee Ratio of the Permissive Aggregation Group of
                which the Plan is a part exceeds 60%.

 13.03     Right to Participate in Allocation of Company Contributions.
      Notwithstanding any other provision of this Plan, any person who was
      a Participant at any time during a Plan Year in which this Plan was a
      Top Heavy Plan shall share in the allocations of Company contributions
      provided for in this Plan for such Plan Year if he remained in the
      employ of a Related Entity through the end of the Plan Year with
      respect to which such allocation applies.

 13.04     Minimum Company Contribution Allocation.  The allocation made
      under this Plan to the Account of each Participant who is entitled to
      an allocation pursuant to the provisions of Section 13.03 and who is a
      Non-Key Employee for any Plan Year in which this Plan is a Top Heavy
      Plan or a Super Top Heavy Plan shall not be less than the lesser of:

      (a)  3% of the total compensation as defined in Section 415 of the Code
           but limited to $200,000 of such compensation adjusted as provided
           in Code Section 416(d) (2) by the Secretary of the Treasury of
           each such Participant for such computation period; or

      (b)  The percentage of compensation so allocated under this Plan to the
           Account of the Key Employee for whom such percentage is the
           highest for such Plan Year.

      This Section 13.04 shall not apply to any Participant to the extent the
      Participant is covered under any other plan sponsored by a Related
      Entity provided the minimum allocation or benefit requirement
      applicable to Top Heavy Plans will be met in the other plan or plans.
      For the purposes of determining whether or not the provisions of this
      Section 13.04 have been satisfied:

           (i)  contributions or benefits under Chapter 2 of the Code
                (relating to tax on self-employment income), Chapter 21 of
                the Code (relating to Federal Insurance Contributions Act),
                Title 11 of the Social Security Act, or any other Federal or
                state laws are disregarded;

           (ii) Company contributions made under any salary reduction or
                similar arrangement shall be disregarded; and

           (iii) Effective January 1, 2002, Matching Contributions under
                this Plan and any other plan of a Related Entity shall be
                taken into account for purposes of satisfying the minimum
                contribution requirements of Code Section 416(c)(2) and this
                Section 13.04.

      IN WITNESS WHEREOF, the Company has caused these presents to be
 executed by its duly authorized officers on this ____ day of_________, 2002.

                               FIRST HEALTH GROUP CORP.




                               By: ______________________________________
                                            Edward L. Wristen
                                   President and Chief Executive Officer


                               By: ______________________________________
                                            Joseph E. Whitters
                               Vice President, Finance and Chief Financial
                               Officer

<PAGE>

                      2002 AMENDMENT AND RESTATEMENT OF
                           FIRST HEALTH GROUP CORP.
                           RETIREMENT SAVINGS PLAN


                                  APPENDIX A

           This Appendix A contains provisions which modify and supplement
 the Plan with respect to individuals who became Participants in the Plan
 ("CCN Participants") upon the merger of the CCN, Inc. 401(k) Plan (the "CCN
 Plan") with the Plan on January 1, 2002.

                          Section AII - Definitions

           A2.1 Accounts.  CCN Participants shall have the following
 additional Accounts maintained under the Plan adjusted in each case for such
 Account's share in the increase or decrease in the net worth of the Trust
 and withdrawals as provided in Article V:

           After-Tax Contribution Account  means the separate account
           maintained for each CCN Participant to which his after-tax
           contributions made under the CCN Plan are credited.  A CCN
           Participant shall be fully vested in his After-Tax Contribution
           Account at all times.

           CCN Matching Contribution Account means the sub-account of a CCN
           Participant's Matching Contribution Account which reflects the
           matching contributions credited to such CCN Participant under the
           CCN Plan and the earnings and losses thereon.

           Employer Contribution Account means the separate account
           maintained for each CCN Participant to which employer
           contributions made under the CCN Plan on behalf of the CCN
           Participant and earnings and losses thereon are credited.  A CCN
           Participant shall be fully vested in his Employer Contribution
           Account at all times.

           A2.2 CCN Participant means each participant in the CCN Plan on
 December 31, 2001, whose accounts under the CCN Plan were transferred to and
 merged into the Plan on January 1, 2002.

           A2.3 CCN Plan means the CCN, Inc. 401(k) Plan as in existence on
 December 31, 2001, which merged with and into the Plan on January 1, 2002.

           A2.4 Year of Service with respect to each CCN Participant includes
 each Year of Service credited under the CCN Plan prior to December 31, 2001.

                         Section A-VI - Distributions

           A6.1 Partially Vested Accounts.  A CCN Participant shall vest in
 the balance of his CCN Matching Contribution Account in accordance with the
 following schedule:

      Number of Completed Years of Service              Vested Percentage
      ------------------------------------              -----------------
      Less than 1 year                                  0%
      1 year but less than 2 years                      33 1/3%
      2 years but less than 3 years                     66 2/3%
      3 years or more                                   100%

      The vested balances of a CCN Participant's Matching Account, if any,
      and the balances of his 401(k) Account, After Tax Account, Employer
      Contribution Account and Rollover Account as of any Valuation Date

      coincident with or next following his Termination Date (after all
      adjustments then required under the Plan have been made may become
      distributable in accordance with the applicable provisions of this
      Article VI.  The unvested portion of a Participant's Matching Account
      on his Termination Date shall be forfeited in accordance with the
      provisions of Section 6.04 of the Plan.

           A6.2 Form of Distribution.  The provisions of this Section A6.2
 shall only apply to distributions to CCN Participants made prior to March
 31, 2002.

           (a)  Distributions to Unmarried Participants.  Upon termination of
                employment by an unmarried Participant, the Participant shall
                be paid his Account balances in cash under any one or more of
                the options described in Section 6.05(a) or (b) or in the
                form of a single life annuity, as determined by the
                Participant. If the Participant fails to elect the form of
                distribution, then such distribution will be made in the
                form of a single life annuity.

           (b)  Distributions to Married Participants.  When a married
                Participant becomes entitled to a distribution from his
                Accounts and the balance in his Accounts (excluding his
                Rollover Account) exceeds $5,000, the distribution will
                be made in accordance with the following requirements:

                (i)  Unless the married Participant makes a Qualified
                     Election (as defined in paragraph (c) below) to receive
                     payment of his Accounts in a manner described in Section
                     6.05, his Accounts will be paid in the form of a Joint
                     and Survivor Annuity.  A Joint and Survivor Annuity is
                     an annuity for the life of the Participant with a
                     survivor annuity for the life of the spouse equal to 50
                     percent of the amount of the annuity which is payable
                     during the joint lives of the Participant and the
                     spouse.  The actuarial value of the Joint and Survivor
                     Annuity will equal the value of the Participant's
                     Accounts.

                (ii) To assist a married Participant in determining whether
                     to make a Qualified Election, the Plan Administrator
                     shall provide the Participant with a written explanation
                     of the following within a reasonable period of time
                     prior to commencement of the payment of his Accounts.

                     (a)  the terms and conditions of a Joint and Survivor
                          Annuity,

                     (b)  the Participant's right to make, and the effect of,
                          a Qualified Election to waive the Joint and
                          Survivor Annuity form of benefit,

                     (c)  the rights of a Participant's Spouse, and

                     (d)  the right to make, and the effect of, a revocation
                          of a previous Qualified Election to waive the Joint
                          and Survivor Annuity.

           (c)  For an election to waive a Joint and Survivor Annuity to be
                effective, it must meet the requirements of this paragraph
                (c) (a "Qualified Election").  A Qualified Election must be
                consented to in writing by the Participant's spouse.  The
                spouse's consent must acknowledge the effect of the Qualified
                Election and be witnessed by a Plan representative or a
                notary public.  The consent will be effective only as to the
                non-spouse Beneficiary or form of benefit named therein.  A
                new consent must be obtained if the non-spouse Beneficiary or
                form of benefit is changed.  A spouse's consent will not be
                required, however, if the Participant establishes to the
                satisfaction of the Committee that the consent may not be
                obtained because there is no spouse, the spouse cannot be
                found or another reasonable excuse.  A Qualified Election to
                waive a Joint and Survivor Annuity must be made within the 90
                day period ending on the date payment of the Participant's
                Accounts would commence.  If a Participant makes a Qualified
                Election to waive the Joint and Survivor Annuity, his
                Accounts will be paid in the manner elected by the
                Participant under Section 6.05.

                              AVII- Loans and Withdrawals

           A7.1 Spousal Consent to Loan.  A married CCN Participant receiving
 a loan from the Plan prior to March 31, 2002 must obtain the consent of his
 spouse to use his Accounts as security for the loan.  The spousal consent
 must be obtained within the 90-day period prior to the date on which the
 loan is made (or renegotiated, extended, renewed or revised).  Furthermore,
 the spousal consent must be in writing, acknowledge the effect of the  loan
 and be witnessed by a Plan representative or notary public.  A spousal
 consent, however, will not be required if the Participant establishes to the
 satisfaction of the Plan Administrator that the consent may not be obtained
 because there is no spouse, the spouse cannot be found or another reasonable
 excuse.

           A7.2 Spousal Consent - Withdrawals.  A married CCN Participant
 making a withdrawal under Section 7.02, 7.03, 7.04 or A7.3 prior to March
 31, 2002 must obtain the consent of his spouse to the withdrawal.  The
 spousal consent must be obtained within the 90-day period prior to the date
 on which the withdrawal is made.  The Participant receiving a withdrawal
 from the Plan must obtain the consent of his spouse to use his Accounts as
 security for the withdrawal.  The spousal consent must be obtained within
 the 90- day period prior to the date on which withdrawal is made (or
 renegotiated, extended, renewed or revised).  Furthermore, the spousal
 consent must be in writing, acknowledge the effect of the withdrawal and be
 witnessed by a Plan representative or notary public.  A spousal consent,
 however, will not be required if the Participant establishes to the
 satisfaction of the Plan Administrator that the consent may not be obtained
 because there is no spouse, the spouse cannot be found or another reasonable
 excuse.

           A7.3 Withdrawal of After-Tax and  Employer Contribution Accounts.
 A CCN Participant may withdraw all or any portion of the balance of his
 After-Tax Account and/or Employer Contribution Account at any time for any
 reason upon written request to the Plan Administrator in such form and at
 such time as the Plan Administrator shall require.