As filed with the Securities and Exchange Commission on August 14, 2001
                                                       Registration No. 333-
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549



                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933




                           WILLIS NORTH AMERICA INC.
            (Exact name of Registrant as specified in its charter)

          Delaware                                      135654526
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification Number)

                                 P.O. Box 305026
                             Nashville, TN 37230-5026
                                 (615) 872-3000
   (Address, including zip code, of Registrant's principal executive office)


       Willis North America Inc. Financial Security Partnership Plan
                             (Full title of the Plan)

                                Mary E. Caiazzo
                           Willis North America Inc.
                                P.O. Box 305026
                           Nashville, TN 37230-5026
                                (615) 872-3006
           (Name, address, including zip code, and telephone number,
            including area code, of Registrant's agent for service)

                                  Copies to:
                              Stephen W. Fackler
                          Simpson Thacher & Bartlett
                             3330 Hillview Avenue
                              Palo Alto, CA 94304
                                (650) 251-5000

                        CALCULATION OF REGISTRATION FEE

===================  ============  ============== ===============  ============
                                     Proposed        Proposed
                                      Maximum         Maximum        Amount of
Title of Securities  Amount to be  Offering Price    Aggregate     Registration
to be Registered     Registered     Per Share      Offering Price      Fee
-------------------  ------------  --------------  --------------  ------------
-------------------  ------------  --------------  --------------  ------------
Interests in the
 Plan...........     Indeterminate(1)    N/A           N/A            N/A
-------------------  ------------  --------------  --------------  ------------

    (1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement covers an indeterminate amount of interests to be
    offered or sold pursuant to the employee benefit plan described herein.

<PAGE>





                                    PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Willis Group Limited, the parent company
of Willis North America Inc. (the "Company" or "Registrant") with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
by reference in this Registration Statement.

         (a)      The annual report of Form 20-F for the period ending
                  December 31, 2000, for Willis Group Limited, a parent
                  company of the Registrant, which contains audited financial
                  statements for Willis Group Limited and its consolidated
                  subsidiaries, including the Registrant, for the latest
                  fiscal year of Willis Group Limited for which such
                  statements have been filed.

         (b)      Reports of Willis Group Limited on Form 6-K dated
                  April 6, 2001, May 15, 2001 and May 23, 2001.

     All documents filed by the Company or Willis Group Limited pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement indicating that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, liens, and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative, or
investigative (other than action by or in the right of the corporation a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
the defense or settlement


                                      2
<PAGE>

of such actions, and the statute requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duties as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve international
misconduct or a knowing violation of law, (iii) for improper payment of
dividends or redemptions of shares, or (iv) for any breach of a director's
duty of loyalty to the company or its stockholders. Article Thirteen of Willis
North America Inc.'s Amended Certificate of Incorporation includes such a
provision.

     The directors and officers of Willis North America Inc. are covered by
the liability insurance for directors and officers maintained by Willis Group
Limited.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         4.1  Certificate of Incorporation of the Company (incorporated by
              reference to Exhibit 3.1 to Registration No. 333-74483)

         4.2  Bye-Laws of the Company (incorporated by reference to Exhibit 3.2
              to Registration No. 333-74483)

         4.3  Willis North America Inc. Financial Security Partnership Plan
              (filed herewith)

         23.1 Consent of Deloitte & Touche (filed herewith)

         24.1 Power of Attorney (included on signature page to this
              Registration Statement)

     In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA, or an Internal Revenue Service ("IRS") determination
letter that the Plan is qualified under Section 401 of the Code, the
Registrant hereby undertakes to cause the Plan to be submitted and any
amendments thereto to the IRS in order to qualify the Plan and the Registrant
undertakes to cause all changes to be made which are required by the IRS in
order to qualify the Plan.

Item 9.  Undertakings.

     The Company hereby undertakes:

(a)   (1) To file, during any period in which offers or sales are being made,
      a post-effective amendment to this Registration Statement:

         (i)  to include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933 (the "Act");

         (ii) to reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    registration statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any

                                      3
<PAGE>

    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Commission
    pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than 20 percent change in the maximum aggregate
    offering price set forth in the "Calculation of Registration Fee" table in
    the effective registration statement; and

         (iii) to include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or any
    material change to such information in the registration statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
    apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
    and the information required to be included in a post-effective amendment
    by those paragraphs is contained in periodic reports filed by the Company
    pursuant to Section 13 or Section 15(d) of the Exchange Act that are
    incorporated by reference in this post-effective amendment.

     (2) That, for the purpose of determining any liability under the Act,
     each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered hereby which remain unsold at the
     termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions of the Certificate of Amendment, Certificate of
Incorporation of the Registrant and the provisions of Delaware law described
under Item 6 above, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.



                                      4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, Tennessee on the 14th day
of August, 2001.


                                  WILLIS NORTH AMERICA INC.


                                  By:   /s/ Brian D. Johnson
                                        --------------------------------------
                                        Name: Brian D. Johnson
                                        Title: Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mary E. Caiazzo, Charles D.
Hamilton and C. William Mooney and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him in his name, place and stead, in any and all
capacity, in connection with this Registration Statement, including to sign
and file in the name and on behalf of the undersigned as director or officer
of the Registrant any and all amendments or supplements (including any and all
stickers and post-effective amendments) to this Registration Statement, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorney-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and things requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.



                                      5
<PAGE>




      Signature                  Title                               Date

/s/ Joseph J. Plumeri     Executive Chairman                    August 14, 2001
------------------------
Joseph J. Plumeri         (principal executive officer)

/s/ Charles D. Hamilton   Chief Financial Officer and Director  August 14, 2001
------------------------
Charles D. Hamilton       (principal accounting officer)

/s/ Brian D. Johnson      Chief Executive Officer and Director  August 14, 2001
------------------------
Brian D. Johnson

/s/ Mary E. Caiazzo          Director                           August 14, 2001
------------------------
Mary E. Caiazzo




                                      6
<PAGE>


The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the administrators of the Willis North America Inc. Financial
Security Partnership Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized as of the
14th day of August, 2001.

WILLIS NORTH AMERICA INC. FINANCIAL SECURITY PARTNERSHIP PLAN

/s/ Charles D. Hamilton
--------------------------------------------
Charles D. Hamilton, Plan Representative




                                      7
<PAGE>


                               INDEX TO EXHIBITS

   Exhibit
   Number                       Description

     4.1       Certificate of Incorporation of the Company (incorporated by
               reference to Exhibit 3.1 to Registration No. 333-74483)

     4.2       Bye-Laws of the Company (incorporated by reference to Exhibit
               3.2 to Registration No. 333-74483)

     4.3       Willis North America Inc. Financial Security Partnership Plan
               (filed herewith)

     23.1      Consent of Deloitte & Touche (filed herewith)

     24        Power of Attorney (included on signature page to this
               Registration Statement)



                                      8
<PAGE>


                                                                  Exhibit 4.3








                           WILLIS NORTH AMERICA INC.

                      FINANCIAL SECURITY PARTNERSHIP PLAN



               As Amended and Restated Effective October 1, 1999






                                      9
<PAGE>

                               Table of Contents

                                                                           Page

Introduction                                                               11

Article I         Definitions                                              12

Article II        Eligibility to Participate                               25

Article III       Contributions                                            27

Article IV        Participant Accounts and Investment Funds                45

Article V         Vesting and Forfeitures                                  48

Article VI        Distributions                                            51

Article VII       In-Service Withdrawals                                   56

Article VIII      Plan Administration                                      61

Article IX        Amendment and Termination                                65

Article X         General Provisions                                       68

Article XI        Top Heavy Provisions                                     71

Article XII       Adoption of the Plan by Other Entities                   75

Article XIII      The Trustee                                              76





                                      10
<PAGE>

                                 INTRODUCTION

                           Establishment of the Plan


     The Willis Corroon Corporation Financial Security Partnership Plan was
first established effective January 1, 1986 as the Corroon & Black Financial
Security Partnership Plan by Corroon & Black Corporation for the benefit of
its eligible employees. Prior to 1986, this Plan was known as "The Corroon &
Black Corporation Thrift Plan," the "Corroon & Black Employees' Savings and
Stock Investment Plan," and the "Corroon & Black of Tennessee, Inc. Employee
Incentive Thrift Plan." It was amended and restated to be generally effective
January 1, 1989, except that the provisions of Article III, unless otherwise
specified, were generally effective January 1, 1987. Willis Corroon
Corporation is the successor by merger to Corroon & Black Corporation, and
effective November 1, 1990, the name of the Plan was changed to the Willis
Corroon Corporation Financial Security Partnership Plan. The Plan was further
amended and restated effective October 1, 1997 and September 18, 1998. The
Plan has now been amended and restated to be generally effective October 1,
1999, except as otherwise provided herein.

     The rights and benefits of Participants shall be determined as provided
herein, except as specifically provided or changed by subsequent amendment.
The document in effect prior to this amendment and restatement shall govern
the rights and benefits of Participants who separated from service prior to
the effective date.

     The Plan has been amended and restated to comply with the Tax Reform Act
of 1986 and certain other laws and regulations including, without limitation,
the Unemployment Compensation Amendments of 1992, the Omnibus Budget
Reconciliation Act of 1993, the Retirement Protection Act of 1994, the Small
Business Jobs Protection Act of 1996, the Taxpayer Relief Act of 1997, and the
Internal Revenue Service Restructuring and the Reform Act of 1998 which have
become effective since the Plan was last amended. It is intended that the
Plan, together with the Trust Agreement, meet all the requirements of ERISA as
amended and qualify under Sections 401(a) and 501(a) of the Code. The Plan
shall be interpreted, wherever possible, to comply with the terms of the Code,
ERISA and all regulations and rulings issued thereunder.


                                      11
<PAGE>

                                   ARTICLE I

                                  Definitions


As used herein, the following words and phrases have the meanings ascribed to
them in Article I unless a different meaning is plainly required by the
context. Some of the words and phrases used in the Plan are not defined in
this Article I, but, for convenience, are defined as they are introduced into
the text. Words in the masculine gender shall be deemed to include the
feminine gender and words in the feminine gender shall be deemed to include
the masculine gender. Nouns and pronouns when stated in the singular shall
include the plural and when stated in the plural shall include the singular
whenever appropriate. Any headings used herein are included for ease of
reference only, and are not to be construed so as to alter any of the terms of
the Plan.

1.01      Accrued Benefit or Benefit means the sum of the balances in the
          Participant's Before-Tax Deposit Account, Company Matching Deposit
          Account, Special Company Basic Deposit Account, After-Tax Deposit
          Account, Deductible Contribution Account, Rollover Account,
          Predecessor Plan Company Matching Deposit Account and Prior Plan
          Account.

1.02      Actual Contribution Percentage means, with respect to a specified
          group of Employees, the average of the Actual Contribution Ratios
          calculated separately for each Employee in that group. The Actual
          Contribution Percentage for each group shall be calculated to the
          nearest one one-hundredth of one percent.

1.03      Actual Contribution Ratio means for any Employee, the ratio of (a)
          the sum of the Employee's Company Matching Deposits for that Plan
          Year (excluding any Company Matching Deposits forfeited under the
          provisions of Sections 3.05 and 3.06), to (b) his or her
          Discrimination Compensation for that entire Plan Year; provided that,
          upon the direction of the Plan Administrator, Discrimination
          Compensation for a Plan Year shall only be counted if received during
          the period an Employee is, or is eligible to become, a Participant.
          The ratio determined for each Employee in the group shall be
          calculated to the nearest one one-hundredth of one percent. A Company
          Matching Deposit will be taken into account for a Plan Year only if
          it is: (i) made on account of a Before-Tax Deposit for the Plan Year;
          (ii) allocated to the Participant's account as of a date within that
          Plan Year; and (iii) paid to the Fund by the end of the twelfth month
          following the close of that Plan Year. Qualified Matching
          Contributions which are used to meet the requirements of Code Section
          401(k)(3)(A) are not to be taken into account in determining the
          Actual Contribution Ratio.

1.04      Actual Deferral Percentage means, with respect to a specified group
          of Employees, the average of the Actual Deferral Ratios calculated
          separately for each Employee in that group. The Actual Deferral
          Percentage for each group shall be calculated to the nearest one
          one-hundredth of one percent.

1.05      Actual Deferral Ratio means, for any Employee, the ratio of (a) the
          amount of Before-Tax Deposits made pursuant to Section 3.01(a) for a
          Plan Year (including Before-Tax Deposits


                                      12
<PAGE>

          returned to a Highly Compensated Employee under Section 3.05), to
          (b) the Employee's Discrimination Compensation for that entire Plan
          Year, provided that, upon the direction of the Plan Administrator,
          Discrimination Compensation for a Plan Year shall only be counted if
          received during the period an Employee is, or is eligible to become,
          a Participant. The ratio determined for each Employee in the group
          shall be calculated to the nearest one one-hundredth of one percent.
          For purposes of determining the Actual Deferral Ratio for an
          Employee for a Plan Year, Before-Tax Deposits may be taken into
          account for a Plan Year only if they:

          (a) Relate to compensation that either would have been received by
          the Employee in the Plan Year but for the deferral election, or are
          attributable to services performed by the Employee in the Plan Year
          and would have been received by the Employee within 2 1/2 months
          after the close of the Plan Year but for the deferral election,

          (b) Are allocated to the Employee as of a date within that Plan Year
          and the allocation is not contingent on the participation or
          performance of service after such date, and

          (c) Are actually paid to the Trustees no later than 12 months after
          the end of the Plan Year to which the contributions relate.

1.06      Affiliated Group means the Company and all other entities required
          to be aggregated with the Company under Sections 414(b), (c), (m) or
          (o) of the Code.

1.07      Beneficiary means a person or entity designated as such by a
          Participant to receive benefits payable upon the Participant's death,
          as a result of the Participant's participation in the Plan.
          Notwithstanding the preceding sentence, the Beneficiary shall be the
          Participant's spouse at the time of death, unless one of the
          following conditions is satisfied:

          (a)  The Participant has no spouse at the time of death, or

          (b)  The Participant's spouse consents in writing to the
               Participant's designation of an alternate Beneficiary in the
               manner prescribed by Section 6.02(c), or

          (c)  The Participant's spouse cannot be located.

                                      13
<PAGE>

          If the Participant has no spouse at the time of death, or if no other
          person designated as Beneficiary survives the Participant, the
          Beneficiary shall be the Participant's estate.

1.08      Benefits Committee means the person or persons designated by
          the Board to oversee operation and administration of the Plan
          pursuant to Article VIII.

1.09      Board means the Board of Directors of Willis North America Inc.

1.10      Code means the Internal Revenue Code of 1986 as amended from time to
          time. All references to specific Code sections are deemed to be
          references to such sections as they may be amended or superseded.

1.11      Company means Willis North America Inc. (formerly Willis Corroon
          Corporation).

1.12      Compensation

          (a)  Plan Compensation. For purposes of determining contributions to
               the Plan, Plan Compensation means the Participant's base salary
               plus commissions and compensation which is measured by the
               amount of revenue produced, placed or serviced by the Employee
               and includes amounts contributed through a salary reduction
               agreement and which is not includible in the gross income of an
               Employee under Sections 125 and 402(e)(3) of the Code.

               Compensation shall not include overtime pay, annual
               bonuses (including bonuses under Management Annual
               Incentive Plans and Christmas bonuses) or bonuses received
               for reasons other than for production, placement or
               servicing of business, amount of premiums paid by Employer
               for group term life insurance and accidental death and
               dismemberment insurance, dividends received on stock
               granted under the Restricted Stock Award Program, value of
               amounts which vest under the Restricted Stock Award
               Program (including both stock and cash), compensation
               resulting from the exercise of a non-qualified stock
               option, disqualifying disposition of stock acquired
               pursuant to the exercise of an Incentive Stock Option or
               resulting from the award or vesting of performance shares
               under the Long Term Incentive Plan, moving expenses, car
               allowances, finders fees, special prizes or awards, or any
               other amounts that might otherwise be includible as
               compensation on a Form W-2. Only compensation for the
               portion of any Plan Year during which an Employee is a
               Participant shall be taken into account for purposes of
               the Plan. Furthermore, any amounts paid to the Employee
               after the last day of the last pay period of the month in
               which falls the date sixty (60) days after the date the
               Employee separates from service shall not be included in
               Plan Compensation and may not be deferred pursuant to
               Section 3.01.

          (b)  Discrimination Compensation. For the purposes of discrimination
               testing, Compensation will be as defined in Section 414(s) and
               the regulations thereunder.


                                      14
<PAGE>

               At the election of the Company, Compensation will include
               any amount which is contributed by the Employer pursuant
               to a salary reduction agreement and which is not
               includible in the gross income of an Employee under
               Sections 125 and 402(e)(3) of the Code.

          (c)  Section 415 Compensation. For the purpose of applying the
               limitations of Section 415 of the Code, Section 415
               Compensation:

               (1)  Includes the Participant's wages, salaries, fees for
                    professional services, and other amounts received (without
                    regard to whether or not an amount is paid in cash) for
                    personal services actually rendered in the course of
                    employment with the employer maintaining the plan to the
                    extent that the amounts are includible in gross income
                    (including, but not limited to, commissions paid salesmen,
                    compensation for services on the basis of a percentage of
                    profits, commissions on insurance premiums, tips, bonuses,
                    fringe benefits, and reimbursements or other expense
                    allowances under a nonaccountable plan (as described in
                    Section 1.62-2(c)) plus, effective January 1, 1998, amounts
                    not includible in the gross income of the Employee under
                    Sections 402(e)(3), 402(h) or 403(b) of the Code and

               (2)  does not include

                    (A)  Employer contributions to a plan of deferred
                         compensation to the extent that, before the
                         application of the Section 415 limitations to that
                         plan, the contributions are not includible in the
                         gross income of the employee for the taxable year in
                         which contributed (including, prior to January 1,
                         1998, amounts contributed pursuant to a salary
                         reduction agreement which are excludible from gross
                         income under Sections 125, 402(e)(3) or 402(h) of the
                         Code) or distributions from a plan of deferred
                         compensation.  However, any amount received by an
                         Employee pursuant to an unfunded nonqualified plan is
                         to be considered as Section 415 Compensation in the
                         year the amounts are includible in the gross income
                         of the Employee.

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

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

                    (D)  Other amounts which receive special tax benefits,
                         such as premiums for group-term life insurance (but
                         only to the extent that


                                      15
<PAGE>

                         the premiums are not includible in
                         the gross income of the Employee).

               (3)  Subsection (1) shall include foreign earned income (as
                    defined in Code Section 911(b)) whether or not excludible
                    from gross income under Code Sections 911, 931 or 933.

          (d)  Total Compensation means Section 415 Compensation plus, prior
               to January 1, 1998, all amounts contributed by an Employer on
               behalf of the Participant pursuant to a salary reduction
               agreement which are not includible in the gross income of the
               Participant under Sections 125, 402(e)(3) and 402(h)(1)(B) of
               the Code.

         Compensation for the purposes of this Section for any determination
         period shall not exceed the limit on Compensation prescribed in
         Section 401(a)(17) of the Code (the "Section 401(a)(17) Limit").
         This limit is one hundred fifty thousand dollars ($150,000), as
         adjusted for increases in the cost of living in accordance with
         Section 401(a)(17)(B) of the Code. The cost of living adjustment in
         effect on January 1 of any calendar year shall apply to any
         determination period beginning in such calendar year. For this
         purpose, the "determination period" is any period not exceeding
         twelve (12) months over which Compensation is determined. If a
         determination period consists of fewer than twelve (12) months, the
         Section 401(a)(17) Limit will be multiplied by a fraction, the
         numerator of which is the number of months in the determination
         period, and the denominator of which is twelve (12). Plan
         Compensation disregarded for the purpose of determining the maximum
         Company Matching Deposit and the maximum Year End Company Matching
         Deposit shall likewise be disregarded for the purpose of applying
         the 401(a)(17) Limit to such determinations.

         For Plan Years beginning before January 1, 1997, in determining the
         Compensation of a Participant for purposes of this limitation, the
         rules of Section 414(q)(6) of the Code shall apply, except in
         applying such rules, the term "family" shall include only the Spouse
         of the Participant and any lineal descendant of the Participant who
         has not attained age nineteen (19) before the close of the year. If,
         as a result of the application of such rules, the adjusted Section
         401(a)(17) Limit is exceeded, then (except for purposes of
         determining the portion of Compensation up to the integration
         level), the limitation shall be prorated among the affected
         individuals in proportion to each such individual's Compensation as
         determined under this Section prior to the application of this
         limitation. This paragraph shall not apply for Plan Years beginning
         on and after January 1, 1997.

1.13     Contribution Period means the payment period with respect to
         which the Participant Deposits described in Section 3.01 are
         made on behalf of any Participant.

1.14     Disability means a physical or mental incapacity which prevents
         a Participant from performing the duties of any substantially
         gainful activity considering his age, education and work experience,
         where: a) such incapacity has continued for a period of six
         consecutive months, b) the Benefits Committee has determined that
         such incapacity will


                                      16
<PAGE>

         be of long and continuous duration, and c) the Participant is
         eligible for and is receiving disability insurance benefits under
         the federal Social Security Act. The Benefits Committee may require
         a Participant to submit to a medical examination to confirm his
         disability.

         Notwithstanding the above, a Participant shall not be considered to
         be disabled if his disability: 1) resulted from or consists of
         habitual drunkenness or self-addiction to or abuse of drugs, 2) was
         contracted, suffered, or incurred while the Participant was engaged
         in, or resulted from his having engaged in, a criminal enterprise,
         3) was intentionally self-inflicted, 4) resulted from an injury or
         disease sustained by the Participant as a result of an act of war,
         or 5) arose out of service in the armed forces of any country.

1.15     Effective Date means for an Employee, the effective date of the
         adoption of the Plan by his Employer. The Effective Date of this
         Restatement generally means October 1, 1999, except as otherwise
         provided herein.

1.16     Eligible Employee means an Employee (other than a leased
         employee) employed by a Participating Employer, provided that such
         person is not included in a unit of employees covered by a
         collective bargaining agreement where retirement benefits were the
         subject of good faith bargaining between the employee representative
         and the Employer but shall not include any person who is a member of
         a class of Employees excluded from participating in the Plan by
         action of the Board.

         Notwithstanding the above, an individual receiving remuneration for
         Services rendered to the Employer on a temporary basis shall not be
         an Eligible Employee until such person is credited with one thousand
         (1,000) Hours of Service within an Eligibility Computation Period.

1.17     Employee means any person employed by the Employer.

         Employee also means a leased employee within the meaning of Section
         414(n) of the Code. Effective January 1, 1997, the term "leased
         employee" means any person (other than an employee of the recipient)
         who pursuant to an agreement between the recipient and any other
         person ("leasing organization") has performed services for the
         recipient (or for the recipient and related persons determined in
         accordance with Section 414(n)(6) of the Code) on a substantially
         full-time basis for a period of at least one year, and such services
         are performed under the primary direction and control of the
         recipient employer. Contributions or benefits provided a leased
         employee by the leasing organization which are attributable to
         services performed for the recipient employer shall be treated as
         provided by the recipient employer.

         A leased employee shall not be considered an employee of the
         recipient if: (i) such employee is covered by a money purchase
         pension plan providing: (1) a nonintegrated employer contribution
         rate of at least ten percent (10%) of compensation, as defined in
         Section 415(c)(3) of the Code, but including amounts contributed
         pursuant to a salary reduction agreement which are excludible from
         the employee's gross income under


                                      17
<PAGE>

         Sections 125, 402(e)(3), 402(h) or 403(b) of the Code, (2) immediate
         participation, and (3) full and immediate vesting; and (ii) leased
         employees do not constitute more than twenty percent (20%) of the
         recipient's nonhighly compensated workforce.

1.18     Employer means the Company and any other subsidiary or
         affiliate of the Company which, with the approval of the Board, and
         subject to such conditions as the Board may impose, adopts this
         Plan. The basis of participation shall be set forth in a
         Participation Agreement by and between such Participating Employer
         and the Company. A Participating Employer means any Employer who
         adopts this Plan for all or a portion of its Employees.

1.19     Entry Date means the date on which an Eligible Employee becomes
         a Participant after satisfying the eligibility requirements of the
         Plan. The Entry Date is the Effective Date of the Plan and the first
         day of any calendar month thereafter.

1.20     ERISA means the Employee Retirement Income Security Act of
         1974, as amended from time to time.

1.21     Highly Compensated Employee means, effective January 1, 1997
         any employee of the Employer or of a member of the Affiliated Group
         who

         (a)   Was a five percent owner (as defined in Code Section 416(i))
               for such Plan Year or the prior Plan Year, or

         (b)   For the preceding Plan Year received Total Compensation in
               excess of eighty thousand dollars ($80,000) and was among the
               highest 20 percent of employees for the preceding Plan Year
               when ranked by Total Compensation paid for that year excluding,
               for purposes of determining the number of such employees, such
               employees as the Plan Administrator may determine on a
               consistent basis pursuant to Section 414(q) of the Code. The
               eighty thousand dollar ($80,000) amount in the preceding
               sentence shall be adjusted from time to time for cost of living
               in accordance with Section 414(q) of the Code.

         Notwithstanding the foregoing, employees who are nonresident aliens
         and who receive no earned income from the Employer or a member of
         the Affiliated Group which constitutes income from sources within
         the United States shall be disregarded for all purposes of this
         Section.

         The Employer's top-paid group election as described above, shall be
         used consistently in determining Highly Compensated Employees for
         determination years of all employee benefit plans of the Employer
         and members of the Affiliated Group for which Section 414(q) of the
         Code applies (other than a multiemployer plan) that begin with or
         within the same calendar year, until such election is changed by
         Plan amendment in accordance with IRS requirements. Notwithstanding
         the foregoing, the consistency provision in the


                                      18
<PAGE>

         preceding sentence shall not apply for the Plan Year beginning in
         1997, and for Plan Years beginning in 1998 and 1999, shall apply
         only with respect to all qualified retirement plans (other than a
         multiemployer plan) of the Employer and members of the Affiliated
         Group.

         The provisions of this Section shall be further subject to such
         additional requirements as shall be described in Section 414(q) of
         the Code and its applicable regulations, which shall override any
         aspects of this Section inconsistent therewith.

1.22     Normal Retirement Date means the first day of the month
         coinciding with or next following the date the Participant
         attains age sixty-five (65). Normal Retirement Age means the
         Participant's sixty-fifth (65th) birthday.

1.23     Participant means any Eligible Employee who becomes
         eligible to participate in the Plan pursuant to Article II and
         who continues to be entitled to any benefits under the Plan.
         Inactive Participant means any Participant who is transferred
         to an employee group not eligible to participate in the Plan,
         is transferred directly to a member of the Affiliated Group
         which does not maintain the Plan for its employees, or ceases
         to be an Employee but continues to be entitled to a benefit
         under the Plan. Active Participant means a Participant other
         than an Inactive Participant.

1.24     Plan means the Willis North America Inc. Financial
         Security Partnership Plan as it may be amended from time to
         time. The Plan shall be deemed to include the Trust.

1.25     Plan Year means:

         (a)   For years prior to January 1, 1989, the calendar year;

         (b)   A short Plan Year beginning January 1, 1989 and ending November
               30, 1989;

         (c)   Effective December 1, 1989, the twelve (12) consecutive month
               period beginning on each December 1 and ending on the following
               November 30;

         (d)   Effective for the Plan Year beginning on December 1, 1994, a
               short Plan Year beginning on December 1, 1994 and ending on
               December 31, 1994; and

         (e)   For all subsequent Plan Years, the twelve (12) consecutive
               month period beginning on January 1 and ending on the next
               following December 31.

1.26     Trust Agreement means the trust agreement and any and all
         amendments and successor agreements thereto entered into between the
         Company and the Trustee for the purpose of funding benefits under
         this Plan. The Trust Agreement shall be deemed to be part of this
         Plan as if all of the terms and provisions were fully set forth
         herein. The Company may establish more than one trust agreement with
         different trustees and may designate the Plan assets held pursuant
         to the terms of each Trust Agreement.



                                      19
<PAGE>

1.27     Trust Fund means all sums of money, insurance or annuity
         contracts and all other property including all earnings,
         appreciation, or additions, held for the exclusive use of Plan
         Participants and their Beneficiaries, from which benefits provided
         by this Plan will be paid.

1.28     Trustee means the Trustee or any successors thereto appointed
         by the Board to administer the Trust Fund.

1.29     Valuation Date means the period beginning at the close of any
         business day of the New York Stock Exchange ("NYSE") and shall
         extend until the close of the next business day of the NYSE. For
         Plan assets not traded on the NYSE, references to the NYSE shall
         include the relevant stock exchange on which such assets are traded.
         The Committee may designate such other Valuation Date(s) as may be
         necessary or desirable to assure proper administration of the Plan.
         In no event shall there be less than one Valuation Date within any
         twelve (12) consecutive month period.

         The Committee may direct a special Valuation Date in order to avoid
         prejudice either to continuing Participants or to terminating
         Participants. Such special Valuation Date shall be deemed equivalent
         to a regular Valuation Date. Adjustments hereunder shall apply
         uniformly to all accounts hereunder.

1.30     Year of Service and other service measurements under the Plan
         shall be determined utilizing the special definitions of this
         Section. Unless otherwise specified, Service shall be credited for
         employment with any member of the Affiliated Group, and with the
         approval of the Board, may be credited for employment with an
         Employer prior to the time it became a member of the Affiliated
         Group.

         (a)   Employment Commencement Date means the first day for which the
               Employee is entitled to be credited with an Hour of Service for
               an Employer maintaining the Plan. Reemployment Commencement
               Date means the first date on which the Employee performs an
               Hour of Service following a Period of Severance which is not
               required to be taken into account under subsection (f) below.

         (b)   An Hour of Service means each hour for which:

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

               (2)  an Employee is paid, or entitled to payment, by the
                    Employer on account of a period of time during which no
                    duties are performed (irrespective of whether the
                    employment relationship has terminated) to the extent such
                    hour must be credited under Department of Labor Regulation
                    Section 2530.200b-2(a)(2);

               (3)  back pay, irrespective of mitigation of damages, is either
                    awarded or agreed to by the Employer.

                                      20
<PAGE>

         (c)   Years of Service means the sum of all Periods of Service and
               all Credited Severance Periods measured in full years and
               completed months. Periods of Service and Credited Severance
               Periods which are less than whole years shall be aggregated on
               the basis that twelve (12) months (thirty (30) days being
               deemed to be a month) equal a whole Year of Service.

         (d)   A Period of Service means a period of service commencing on an
               Employee's Employment Commencement Date or Reemployment
               Commencement Date, whichever is applicable, and ending on the
               Employee's Severance from Service Date.

         (e)   A Period of Severance means the period of time commencing on a
               Severance Date and ending on the date the Employee again
               performs an Hour of Service with the Employer. A one-year
               Period of Severance means a 12-consecutive month period
               beginning on the Severance Date, during which the Employee does
               not perform an Hour of Service for the Employer.

         (f)   Credited Severance Period means any period described in (1) or
               (2) below:

               (1)  If an Employee severs from service due to resignation,
                    discharge, or retirement and then performs an Hour of
                    Service within twelve (12) months of the Severance Date,
                    the Credited Severance Period shall include the Period of
                    Severance;

               (2)  If an Employee severs from service by reason of
                    resignation, discharge or retirement during an absence
                    from service of twelve (12) months or less (where such
                    absence was for any reason other than resignation,
                    discharge, retirement or death), and then performs an Hour
                    of Service for the Employer within twelve (12) months of
                    the date on which the Employee was first absent, Credited
                    Severance Period shall include the Period of Severance.

         (g)   Severance Date means the earlier of:


               (1)  The date the Employee resigns, retires, dies, or is
                    discharged from the Employer, or

               (2)  The first anniversary of the first date of a continuous
                    period in which an Employee remains absent from service
                    (with or without pay) with the Employer for any reason
                    other than resignation, retirement, discharge or death,
                    such as vacation, holiday, sickness, disability, leave of
                    absence or layoff. Provided, however, that an Employee who
                    is absent from employment because he is on Armed Forces
                    Leave shall not incur a Severance Date under this
                    subsection unless he fails to return to active

                                      21
<PAGE>

                    employment with a member of the Affiliated Group
                    within the period provided by law for the
                    protection of his re-employment rights.

         (h)   Special Maternity/Paternity Rule. The Severance Date of an
               Employee who is absent from employment because of the
               Employee's pregnancy, the birth of the Employee's child, the
               placement of a child with the Employee in connection with the
               adoption of such child by the Employee, or the need to care for
               such child for a period beginning immediately following such
               birth or placement, shall be the second anniversary of the
               first date of such absence. The period between the first and
               second anniversaries of the first date of absence from work
               shall be neither a Period of Service nor a Period of Severance.

               The above rule shall apply only if the Employee furnishes to
               the Committee such timely information as it may require to
               establish that the absence was for the reasons referred to
               above and the period for which there was such an absence.

         (i)   Special Rule for Temporary Employees. Notwithstanding the
               above, the following special definitions shall apply solely
               with respect to Employees rendering services to the Employer on
               a temporary basis:

               (1)  An Eligibility Computation Period means the twelve (12)
                    consecutive month period beginning on the date the
                    Employee first performs an Hour of Service for the
                    Employer. Provided, however, that succeeding Computation
                    Periods shall be based on the Plan Year, commencing with
                    the Plan Year which began immediately prior to the first
                    anniversary of the date the Employee first performed an
                    Hour of Service.

               (2)  An Hour of Service means:

                    (A)  Each hour for which an Employee is paid or entitled
                         to payment for the performance of duties for the
                         Employer during the applicable Computation Period.

                    (B)  Each hour for which an employee is paid, or entitled
                         to payment, by the Employer on account of a period of
                         time during which no duties are performed
                         (irrespective of whether the employment relationship
                         has terminated) due to vacation, holiday, illness,
                         incapacity (including disability), layoff, jury duty,
                         military duty or leave of absence, except that

                         (i)  not more than five hundred one (501) Hours of
                              Service shall be credited on account of any
                              single continuous period during which the
                              employee performs no duties (whether or not such
                              period occurs in a single computation period), and

                                      22
<PAGE>
                         (ii) Hours of Service shall not be counted where such
                              payment is made or is due under a plan maintained
                              solely for the purpose of complying with appli-
                              cable worker's compensation, unemployment or dis-
                              ability insurance laws, or solely to reimburse an
                              Employee for medical or medically-related
                              expenses.

                    (C)  Each hour for which back pay, irrespective of
                         mitigation of damages, is either awarded or agreed to
                         by the Employer. However, the same Hours of Service
                         shall not be credited under both (1) and (2) above
                         and this section. No more than five hundred one (501)
                         Hours of Service shall be credited for payment of
                         back pay on account of any single continuous period,
                         to the extent that such back pay is agreed to or
                         awarded for a period of time during which an Employee
                         did not or would not have performed duties.

                    (D)  To the extent required by law and not otherwise
                         credited under another provision of this Section,
                         each hour an Employee on Armed Forces Leave is or
                         would have been paid, directly or indirectly, or
                         entitled to payment under (1) above assuming that but
                         for such military service he would have been
                         regularly engaged in the performance of his duties.
                         Such hours shall be credited to the Computation
                         Period in which he would have been regularly engaged
                         in the performance of his duties but for such
                         military service. Provided, however, that no Hours of
                         Service shall be credited under this section unless
                         the Employee returns to active employment with a
                         member of the Affiliated Group within the period
                         provided by law for the protection of his
                         re-employment rights.

                    Hours of Service for reasons other than the performance
                    of duties shall be determined and credited in accordance
                    with Department of Labor Regulation Section 2530.200b-2(b)
                    and (c), which is incorporated herein by reference. In no
                    event shall the same Hours of Service be credited under
                    more than one of the applicable (A), (B), (C), or (D)
                    above.

               (3)  A Year of Service means a Computation Period during which
                    an Employee is credited with at least one thousand (1000)
                    Hours of Service.

               (4)  A One-Year Break in Service means a Computation Period
                    during which an Employee fails to complete more than five
                    hundred (500) Hours of Service.

               (5)  Special Maternity/Paternity Rule. Solely for the purpose
                    of determining whether a Break in Service has occurred, an
                    Employee who is absent from employment because of the
                    Employee's pregnancy, the birth of the


                                      23
<PAGE>

                    Employee's child, the placement of a child with the
                    Employee in connection with the adoption of such child by
                    the Employee, or the need to care for such child for a
                    period beginning immediately following such birth or
                    placement, be credited with:

                    (A)  The Hours of Service which otherwise would normally
                         have been credited to such individual but for such
                         absence, or

                    (B)  In any case in which the Plan Administrator is unable
                         to determine the hours described above, eight (8)
                         Hours of Service per day of such absence.

                    The above rule shall apply only if the Employee furnishes
                    to the Plan Administrator such timely information as it
                    may require to establish that the absence was for the
                    above reasons and to determine the number of days of such
                    absence.

                    Hours of Service shall be credited in the Computation
                    Period in which the absence from work begins if such
                    credit is necessary to prevent a Break in Service in that
                    period. In any other case, such Hours of Service be
                    credited in the immediately following Computation Period.
                    In no event shall more than five hundred one (501) Hours
                    of Service be credited because of such pregnancy or
                    placement.

               (6)  Family and Medical Leave. Solely to the extent required by
                    law, an Employee who is absent from employment because of
                    a leave of absence under the Family and Medical Leave Act
                    of 1993 shall receive credit for Hours of Service during
                    such absence. Provided, however, that the same Hours of
                    Service shall not be credited under both this subsection
                    and any other provision of this Section.

          (j)  Change in Status.

               (1)  A Year of Service for eligibility purposes with respect to
                    an Employee who is hired on a temporary basis shall
                    continue to be measured under the rules set out in
                    subsection (i) above if such Employee subsequently assumes
                    full-time employee status prior to incurring a One-Year
                    Break in Service.

               (2)  A Year of Service for eligibility purposes with respect to
                    an Employee who is hired on a full-time basis shall
                    continue to be measured under the rules set out in
                    subsection (c) above unless such Employee becomes employed
                    on a temporary basis after incurring a one-year Period of
                    Severance.

          (k)  Family and Medical Leave. Solely to the extent required by law,
               an Employee who is absent from employment because of a leave of
               absence under the Family and Medical Leave Act of 1993 shall
               receive credit for Hours of Service during such absence.
               Provided, however, that the same Hours of Service shall not be
               credited under both this subsection and any other provision of
               this Section.



                                      24
<PAGE>

                                  ARTICLE II

                          Eligibility to Participate


2.01     Eligibility Requirements. Each Eligible Employee who was a
         Participant in the Plan prior to the Effective Date of this
         Restatement shall continue to be a Participant. All other Eligible
         Employees shall become eligible to participate in the Plan on the
         first Entry Date coinciding with or next following the later of
         completion of three months of Service and the completion of the
         application process established by the Benefits Committee, at least
         thirty days prior to such Entry Date or within such other time period
         established by the Plan Administrator.

         Notwithstanding the above, no Eligible Employee shall become a
         Participant prior to the Plan's Effective Date with respect to that
         Eligible Employee.

         The Board, in its discretion, may waive the three (3) months Service
         requirement with respect to an Eligible Employee of any entity
         subsequently acquired by the Company who had previously been a
         participant in such entity's Section 401(k) plan.

2.02     Participation upon Reemployment.

         (a)   An Eligible Employee who has completed one (1) Year of Service
               but who separates from service before the next Entry Date,
               shall become a Participant immediately upon reemployment if he
               returns to employment prior to incurring a one-year Period of
               Severance.

         (b)   A Participant who is reemployed as an Eligible Employee after
               incurring a one-year period of Severance shall be eligible to
               participate in the Plan immediately upon performance of an Hour
               of Service, provided that in the case of a Participant who did
               not have a non-forfeitable right to benefits derived from
               employer contributions at the time of separation, the Period of
               Severance did not equal or exceed the greater of five (5) years
               or the aggregate number of Years of Service before such period.

         (c)   A Participant who did not have a non-forfeitable right to
               benefits derived from employer contributions at the time of
               separation, and whose Period of Severance equaled or exceeded
               the greater of five (5) years or the aggregate number of Years
               of Service before such period shall be treated as a new
               employee upon reemployment, and any prior Years of Service
               shall not be taken into account for eligibility or vesting
               purposes.

2.03     Inactive Participants. An Inactive Participant shall continue to be
         credited with Years of Service for eligibility and vesting purposes
         until employment with the Employer or member of the Affiliated Group
         ceases but shall not be eligible to make Deposits or to have
         contributions made on his behalf. Except as provided in Section 2.02,
         an Inactive


                                      25
<PAGE>

         Participant shall again become a Participant in the Plan
         upon return to employment with an Employer as an Eligible Employee.

2.04     Determination of Eligibility. The eligibility of an Employee shall be
         determined by the Plan Administrator based upon information furnished
         by the Employee or Employer, as appropriate. This determination shall
         be conclusive and binding on all parties.


                                      26
<PAGE>

                                  ARTICLE III

                                 Contributions


3.01     Employer Contributions. Subject to the limitations set forth in
         Sections 3.03, 3.04, 3.05, 3.06, 3.07, and 3.08, contributions may
         be made on behalf of a Participant as follows:

         (a)   Before-Tax Deposits. A Participant may elect to reduce his Plan
               Compensation by a specified percentage indicated pursuant to
               his enrollment application. Such reduction, which must be
               expressed in whole percentages, shall be no less than one
               percent (1%) and shall not exceed twenty percent (20%) of Plan
               Compensation. Such election must be made in accordance with the
               rules and procedures established by the Plan Administrator and
               provided to the Participant prior to his Entry Date or, with
               respect to subsequent changes in such rules and procedures, the
               effective date of such changes. Before-Tax Deposits shall be
               contributed to the Trust as soon as practicable after the end
               of each applicable Contribution Period (but in no event later
               than the fifteenth business day of the month following the
               month in which the amounts would otherwise have been payable to
               the Participant if the amount had not been deferred pursuant to
               this Section unless this time period is extended as provided in
               Labor Regulation Section 2510.3-102).

               Such deposits shall be allocated to the Participant for whom
               such contributions were made and credited to the Participant
               Account maintained for such Participant pursuant to Section
               4.01.

         (b)   Company Matching Deposits.

               (1)  Basic Company Matching Deposit. The Employer shall make
                    Company Matching Deposits in an amount equal to one
                    hundred percent (100%) of the Before-Tax Deposits made by
                    the Participant. Such Company Matching Deposits shall not
                    exceed three percent (3%) of the Participant's Plan
                    Compensation for the Contribution Period.

                    However, no Basic Company Matching Deposit shall be made
                    on behalf of a Participant for a Contribution Period
                    ending before the first day of the calendar month
                    beginning after the Participant completes a Year of
                    Service. Plan Compensation earned prior to the
                    Contribution Period ending before the first day of the
                    calendar month beginning after the Participant completes a
                    Year of Service shall likewise be disregarded.

                    The Board, in its discretion, may waive the one (1) Year
                    of Service requirement with respect to an Eligible
                    Employee of any entity


                                      27
<PAGE>

                    subsequently acquired by the Company who had previously been
                    a participant in such entity's Section 401(k) plan.

               (2)  Year End Company Matching Deposit. In addition, the
                    Employer shall make Year End Company Matching Deposits for
                    eligible Participants in an amount equal to (i) minus (ii)
                    where:

                    (i)  is 100% of the Before-Tax Deposits made by the
                         Participant during the Plan Year but not to exceed
                         three percent (3%) of the Participant's Plan
                         Compensation. For the purpose of this subparagraph
                         (i), Plan Compensation earned during Contribution
                         Periods ending before the first day of the calendar
                         month beginning after the Participant completes a
                         Year of Service shall be disregarded.

                    (ii) is the Company Matching deposit made for the
                         Participant under subsection (1) for the Plan Year.

                    A Participant must be actively employed by the Employer on
                    the last day of the Plan Year to receive a Year End
                    Company Matching Deposit with respect to the Plan Year. A
                    Participant shall not be considered to be other than an
                    active Employee on such date solely because the
                    Participant is absent from employment because of a leave
                    of absence under the Family and Medical Leave Act of 1993.

                    The Board, in its discretion, may waive the one (1) Year
                    of Service requirement in subparagraph (i) with respect to
                    an Eligible Employee of any entity subsequently acquired
                    by the Company who had previously been a participant in
                    such entity's Section 401(k) plan.

               Company Matching Deposits shall be contributed to the Trust by
               the Employer no later than the time prescribed by law for the
               filing of its federal income tax return for the taxable year in
               which the Plan Year ends, including extensions which have been
               granted for filing such return.

               Such deposits shall be allocated to the Participant for whom
               such contributions were made and credited to the Participant
               Account maintained for such Participant pursuant to Section
               4.01.

                                      28
<PAGE>

          (c)  The Employer's contribution for any taxable year shall not
               exceed the maximum amount allowable as a deduction to the
               Employer under Section 404 of the Code.

          (d)  The maximum amount of Company Matching Deposits to be made on
               Before-Tax Deposits may be increased or decreased at the
               discretion of the Board at any time.

          (e)  The source of all Employer contributions shall be current
               and/or accumulated profits.

          (f)  Allocations of Company Deposits and forfeitures will not be
               discontinued or decreased because of the Participant's
               attainment of any age.

3.02     Modifying Levels of Deposits.

          (a)  Changing Level of Deposits.

               A Participant may change the level of Before-Tax Deposits at
               any time to be effective with the first pay period of any
               calendar month provided that the Committee receives notice on
               or before the last day of the previous month or such other date
               reasonably determined by the Plan Administrator.

          (b)  Suspending Deposits.

               A Participant may cease making Before-Tax Deposits at any time
               provided that he notifies the Committee as soon as practicable
               prior to the date contributions are to cease. No Company
               Matching Deposits shall be made on behalf of a Participant
               during any period during which Before-Tax Deposits are
               suspended.

          (c)  Resuming Deposits.

               A Participant may resume payroll deduction on the first day of
               any month after appropriate notice to the Employer.

          (d)  Method of Notice.

               Any notice provided by the Participant pursuant to this Section
               shall be given in accordance with rules and procedures
               established by the Plan Administrator and provided to the
               Participant upon request.

3.03     Maximum Annual Additions.

          (a)  The maximum Annual Addition credited for a Limitation Year
               shall equal the lesser of: (i) thirty thousand dollars
               ($30,000) or, if greater, one-fourth (1/4) of the dollar
               limitation in effect under Section 415(b)(1)(A) of the Code, or
               (ii) twenty-five percent (25%) of the Participant's Section 415
               Compensation for such Limitation Year.

                                      29
<PAGE>

          (b)  Annual Addition means the sum credited to the Participant's
               Accounts for any Limitation Year of

               (1)  Employer contributions (including any allocations of
                    employer contributions under a simplified employee
                    pension), employee contributions and forfeitures;

               (2)  Amounts allocated to an individual medical account as
                    described in Section 415(l)(1) of the Code which is part
                    of a pension or annuity plan maintained by the Employer;
                    and

               (3)  Amounts which are attributable to post-retirement medical
                    benefits allocated to the separate account of a key
                    employee as described in Section 419A(d)(2) of the Code.

          (c)  Limitation Year generally means calendar year, unless the
               Company elects a different twelve (12) consecutive month period
               as provided by Treasury Regulation Section 1.415-2(b).

          (d)  The following procedures shall apply if, as a result of an
               allocation of forfeitures, a reasonable error in estimating
               compensation, a reasonable error in determining the amount of
               Before-Tax Deposits that may have been made with respect to an
               individual under the limits set forth in Section 3.03(a), or
               for any other reason permitted by the Internal Revenue Service,
               the Annual Addition for a Participant exceeds the maximum
               permitted under Section 3.03(a) as of the end of a Limitation
               Year:

               (i)  If the Participant is covered by the Plan at the end of
                    the Limitation Year, such excess will be used to reduce
                    employer contributions (including any allocation of
                    forfeitures) for such Participant in the next Limitation
                    Year and each succeeding Limitation Year, if necessary.

               (ii) If excess Annual Additions exist after application of
                    subsection (i) and the Participant is not covered by the
                    Plan at the end of the Limitation Year, such excess will
                    be held unallocated in a suspense account. The suspense
                    account will be used to reduce future contributions to the
                    Plan by the Employer (including any allocation of
                    forfeitures) for all remaining Participants in the next
                    Limitation Year and each succeeding Limitation Year, if
                    necessary.

               (iii) A suspense account in existence at any time during the
                    Limitation Year pursuant to this Section 3.03(d) shall not
                    participate in the allocation of the Trust's investment
                    gains and losses.

          (e)  If a short Limitation Year is created because of an initial
               short Plan Year or an amendment changing the Limitation Year to
               a different twelve (12) consecutive

                                      30
<PAGE>

               month period, the maximum permissible amount prescribed in
               (a) will not exceed the defined contribution dollar
               limitation multiplied by the following fraction:

                 Number of Months in the Short Limitation Year
                 ---------------------------------------------
                                   12

3.04     Combined Plan Limits. This Section shall be effective for Limitation
         Years commencing prior to January 1, 2000.

          (a)  In addition to the limitations in Section 3.03 and
               notwithstanding other provisions of the Plan, in any case in
               which an individual is a Participant in this Plan and in a
               defined benefit plan qualified under Section 401(a) of the Code
               which at any time was maintained by any member of the
               Affiliated Group, the sum of the Defined Benefit Plan Fraction
               and the Defined Contribution Plan Fraction for any year may not
               exceed one.

          (b)  The Defined Benefit Plan Fraction for any year is a fraction,

               (1)  the numerator of which is the Participant's projected
                    annual retirement benefit under any defined benefit plans
                    qualified under Section 401(a) of the Code maintained by
                    the Employer or by any other member of the Affiliated
                    Group, and

               (2)  the denominator of which is the lesser of

                    (A)  One hundred twenty-five percent (125%) of the dollar
                         limitation in effect under Section 415(b)(1)(A) for
                         such year or the benefit in existence on July 1,
                         1982; or

                    (B)  One hundred forty percent (140%) of the Participant's
                         average Compensation for the three (3) consecutive
                         years during which the Participant was active in the
                         Plan which produce the highest aggregate amount.

          (c)  The Defined Contribution Plan Fraction for any year is a
               fraction,

               (1)  the numerator of which is the sum of the Participant's
                    Annual Additions as defined in Section 415(c) of the Code
                    applied to the Participant's accounts, under this Plan and
                    under all other defined contribution plans qualified under
                    Section 401(a) of the Code, including voluntary
                    contributions to any defined benefit plans) which at any
                    time were maintained by any member of the Affiliated Group
                    for the current and all prior Limitation Years, and

               (2)  the denominator of which is the sum of the maximum
                    aggregate amounts of Annual Additions to the Participant's
                    accounts for the current and all prior Limitation Years if
                    in each such year the Annual Additions equaled


                                      31
<PAGE>

                    the lesser of one hundred twenty five percent (125%) of
                    the dollar limitation in effect under Section 415(c)(1)(A)
                    of the Code or thirty-five percent (35%) of the
                    Participant's Section 415 Compensation for such year.

                    Provided, however, that if the Plan satisfied the
                    applicable requirements of Section 415 as in effect for
                    all Limitation Years beginning before January 1, 1987, an
                    amount shall be subtracted from the numerator of the
                    defined contribution plan fraction as prescribed by the
                    Secretary of the Treasury so that the sum of the Defined
                    Benefit Fraction and the Defined Contribution Fraction
                    does not exceed one for such Limitation Year.

          (d)  At the election of the Employer, in applying Section 3.04(c)
               with respect to any year ending after December 31, 1982, the
               amount taken into account under Section 3.04(c)(2) with respect
               to each Participant for all years ending before January 1,
               1983, shall be an amount equal to the product of--

               (1)  the amount determined under paragraph Section 3.04(c)(2)
                    (as in effect for the year ending in 1982) for the year
                    ending in 1982, multiplied by

               (2)  the Transition Fraction.

               Transition Fraction.--The term "Transition Fraction" means
               a fraction--

               (1)  the numerator of which is the lesser of--

                    (A)  fifty one thousand eight hundred seventy-five dollars
                         ($51,875), or

                    (B)  one point four (1.4), multiplied by twenty-five
                         percent (25%) of the compensation of the participant
                         for the year ending in 1981, and

               (2)  the denominator of which is the lesser of--

                    (A)  forty one thousand five hundred dollars ($41,500), or

                    (B)  twenty five percent (25%) of the Section 415
                         Compensation of the participant for the year ending
                         in 1981.

          (e)  In the event the limits of this Section 3.04 are exceeded in
               any Limitation Year, contributions to this Plan shall be
               reduced to extent necessary to satisfy the combined plan
               limits.

3.05     Limitation on Before-Tax Deposits.

                                      32
<PAGE>

          (a)  For each calendar year, no Participant shall be permitted to
               have Before-Tax Deposits made under the Plan, or any other
               qualified plan maintained by the Employer, in excess of the
               dollar limitation contained in Section 402(g) of the Code in
               effect at the beginning of such calendar year.

          (b)  Return of Excess Deferral Amounts

               (1)  The Plan may return contributions described in Section
                    402(g)(3) of the Code which exceed the dollar limitation
                    described in (a) above for a calendar year to the
                    Participant on whose behalf such contributions were made,
                    and the Earnings (as defined below) allocable to such
                    Excess Deferral Amount, no later than April 15 of the year
                    following the calendar year in which such contributions
                    were made. The amount to be distributed to the Participant
                    may not exceed his Before-Tax Deposits for such calendar
                    year.

               (2)  A Participant seeking the return of an Excess Deferral
                    Amount for the preceding calendar year must submit such
                    request in writing to the Employer no later than March 1.
                    The claim must specify the Participant's Excess Deferral
                    Amount for such year and must be accompanied by the
                    Participant's written statement that if such amounts are
                    not distributed, such Excess Deferral Amount, when added
                    to amounts deferred under other plans or arrangements
                    described in Sections 401(k), 408(k) or 403(b) of the
                    Code, will exceed the limit imposed on the Participant by
                    Section 402(g) of the Code for the year in which the
                    deferral occurred. To the extent that a Participant has an
                    Excess Deferral Amount for the calendar year taking into
                    account only Before-Tax Deposits under this Plan and any
                    elective deferrals under any other plan of the Employer,
                    the Participant is deemed to have notified the Employer of
                    and to have requested a return of such Excess Deferral
                    Amount pursuant to this Section 3.05(b).

               (3)  "Earnings" means the amount of income to be returned with
                    any Excess Deferrals. Earnings on Excess Deferrals shall
                    be determined by multiplying the income earned on the
                    Before-Tax Deposit Account for the Plan Year to which the
                    Excess Deferrals relate by a fraction, the numerator of
                    which is the Excess Deferral for the Plan Year and the
                    denominator of which is the Before-Tax Deposit Account
                    balance at the end of the Plan Year, disregarding any
                    income or loss occurring during the Plan Year.



                                      33
<PAGE>

               (4)  Notwithstanding any other provision of the Plan to the
                    contrary, in the event a Participant receives a
                    distribution of Excess Deferrals pursuant to this Section,
                    any Company Matching Deposit that relates to such Excess
                    Deferrals shall be forfeited. Such forfeitures shall be
                    treated in the same manner as forfeitures arising under
                    Article V, except that forfeitures arising under this
                    Section shall not be allocated to the account of any
                    Highly Compensated Employee.

3.06     Nondiscrimination Requirements for Before-Tax Deposits.

         With respect to each Plan Year commencing on or after January 1,
         1997, the Actual Deferral Percentage for that Plan Year for Highly
         Compensated Employees who are Participants or eligible to become
         Participants for that Plan Year shall not exceed the greater of:

         (a)   The Actual Deferral Percentage for the Plan Year for all
               non-Highly Compensated Employees for the Plan Year who were
               Participants or eligible to become Participants during the Plan
               Year multiplied by 1.25, or

         (b)   The lesser of (i) the Actual Deferral Percentage for the Plan
               Year for all non-Highly Compensated Employees for the Plan Year
               who were Participants or eligible to become Participants during
               the Plan Year multiplied by 2.0, and (ii) the Actual Deferral
               Percentage for the Plan Year for all such non-Highly
               Compensated Participants during the Plan Year plus two
               percentage points (or such lesser amount as the Plan
               Administrator shall determine to satisfy the provisions of
               Section 3.08).

         Notwithstanding the foregoing, the Employer may elect to use the
         Actual Deferral Percentage for non-Highly Compensated Employees for
         the Plan Year preceding the Plan Year being tested rather than the
         Plan Year being tested provided that such election must be evidenced
         by a Plan amendment and once made may not be changed except as
         provided by the Secretary of the Treasury.

         The Plan Administrator may implement rules limiting the Before-Tax
         Deposits that may be made on behalf of some or all Highly Compensated
         Employees so that this limitation is satisfied.

3.07     Nondiscrimination Requirements for Company Matching Deposits.

         With respect to each Plan Year commencing on or after January 1,
         1997, the Actual Contribution Percentage for that Plan Year for
         Highly Compensated Employees who are Participants or eligible to
         become Participants for that Plan Year shall not exceed



                                      34
<PAGE>

         (a)   The Actual Contribution Percentage for the Plan Year for all
               non-Highly Compensated Employees for the Plan Year who were
               Participants or eligible to become Participants during the Plan
               Year multiplied by 1.25, or

         (b)   The lesser of (i) the Actual Contribution Percentage for the
               Plan Year for all non-Highly Compensated Employees for the Plan
               Year who were Participants or eligible to become Participants
               during the Plan Year multiplied by 2.0, and (ii) the Actual
               Contribution Percentage for the Plan Year for all such
               non-Highly Compensated Participants during the Plan Year plus
               two percentage points (or such lesser amount as the Plan
               Administrator shall determine to satisfy the provisions of
               Section 3.08).

         Notwithstanding the foregoing, the Employer may elect to use the
         Actual Contribution Percentage for non-Highly Compensated Employees
         for the Plan Year preceding the Plan Year being tested rather than
         the Plan Year being tested provided that such election must be
         evidenced by a Plan amendment and once made may not be changed except
         as provided by the Secretary of the Treasury.

3.08     Restriction on Multiple Use of Alternative Limitations.

         (a)   In the event one or more Highly Compensated Employees are
               eligible to have both Before-Tax Deposits and either Company
               Matching Deposits or any other type of contribution subject to
               the Actual Contribution Percentage test that is aggregated with
               contributions under this Plan pursuant to Section 3.09, the
               Plan will not be deemed to have satisfied the nondiscrimination
               requirements of Sections 3.06 and 3.07 unless the Actual
               Deferral Percentage and Actual Contribution Percentage for
               Highly Compensated Employees for each Plan Year cannot exceed
               the greater of:

               (1)  The sum of:

                    (A)  The greater of the Actual Deferral Percentage or
                         Actual Contribution Percentage for the Plan Year for
                         all non-Highly Compensated Employees for the Plan
                         Year who were Participants or eligible to become
                         Participants during the Plan Year multiplied by 1.25,
                         plus

                    (B)  The lesser of (i) the lesser of the Actual Deferral
                         Percentage or the Actual Contribution Percentage for
                         the Plan Year for all non-Highly Compensated
                         Employees for the Plan Year who were Participants or
                         eligible to become Participants during the Plan Year
                         multiplied by 2.0 and (ii) the lesser of the Actual
                         Deferral Percentage or Actual Contribution Percentage
                         for the Plan Year for all such non-Highly Compensated
                         Participants during the Plan Year plus two percentage
                         points.



                                      35
<PAGE>

               (2)  The sum of:

                    (A)  The lesser of the Actual Deferral Percentage or
                         Actual Contribution Percentage for the Plan Year for
                         all non-Highly Compensated Employees for the Plan
                         Year who were Participants or eligible to become
                         Participants during the Plan Year multiplied by 1.25,
                         plus

                    (B)  The lesser of (i) the greater of the Actual Deferral
                         Percentage or the Actual Contribution Percentage for
                         the Plan Year for all non-Highly Compensated
                         Employees for the Plan Year who were Participants or
                         eligible to become Participants during the Plan Year
                         multiplied by 2.0 and (ii) the greater of the Actual
                         Deferral Percentage or Actual Contribution Percentage
                         for the Plan Year for all such non-Highly Compensated
                         Participants during the Plan Year plus two percentage
                         points.

                  or satisfies such other tests as may be promulgated under
                  Section 401(m) of the Code and the regulations thereunder.

         (b)      In the event the aggregate limit is exceeded for any
                  Plan Year, the Actual Contribution Percentages of the Highly
                  Compensated Employees shall be reduced to the extent
                  necessary to satisfy the aggregate limit in accordance with
                  the procedure set forth in Section 3.07.

3.09     Additional Discrimination Testing Provisions.

         (a)   If any Highly Compensated Employee is a member of another
               qualified plan of the Employer or a member of the Affiliated
               Group, other than an employee stock ownership plan described in
               Section 4975(e)(7) of the Code or any other qualified plan
               which must be mandatory disaggregated under Section 410(b) of
               the Code, under which deferred cash contributions or matching
               contributions are made on behalf of the Highly Compensated
               Employee or under which the Highly Compensated Employee makes
               after-tax contributions, the Plan Administrator shall implement
               rules, which shall be uniformly applicable to all employees
               similarly situated, to take into account all such contributions
               for the Highly Compensated Employee under all such plans in
               applying the limitations of Sections 3.06, 3.07, and 3.08. If
               any other such qualified plan has a plan year other than the
               Plan Year defined in Section 1.25, the contributions to be
               taken into account in applying the limitations of Sections
               3.06, 3.07, and 3.08 will be those made in the plan years
               ending with or within the same calendar year.

         (b)   In the event that this Plan is aggregated with one or more
               other plans to satisfy the requirements of Sections 401(a)(4)
               and 410(b) of the Code (other than for purposes of the average


                                      36
<PAGE>

               benefit percentage test) or if one or more
               other plans is aggregated with this Plan to satisfy the
               requirements of such sections of the Code, then the
               provisions of Sections 3.06, 3.07, and 3.08 shall be
               applied by determining the Actual Deferral Percentage and
               Actual Contribution Percentage of employees as if all such
               plans were a single plan. If this Plan is permissively
               aggregated with any other plan or plans for purposes of
               satisfying the provisions of Section 401(k)(3) of the
               Code, the aggregated plans must also satisfy the
               provisions of Sections 401(a)(4) and 410(b) of the Code as
               though they were a single plan. For Plan Years beginning
               after December 31, 1989, plans may be aggregated under
               this paragraph (b) only if they have the same plan year.

          (c)  The Employer may elect to use Before-Tax Deposits to satisfy
               the tests described in Sections 3.07, and 3.08, provided that
               the test described in Section 3.06 is met prior to such
               election, and continues to be met following the Employer's
               election to shift the application of those Before-Tax Deposits
               from Section 3.06 to Section 3.07.

          (d)  Notwithstanding any provision of the Plan to the contrary, if
               employees included in a unit of employees covered by a
               collective bargaining agreement are participating in the Plan
               and not more than 2 percent of such employees are Highly
               Compensated Employees and professionals, then such employees
               shall be disregarded in applying the provisions of Sections
               3.06, 3.07, and 3.08. However, a separate Actual Deferral
               Percentage test must be performed for the group of collective
               bargaining employees on and after January 1, 1993 on the basis
               that those employees are included in a separate
               cash-or-deferred arrangement.

          (e)  For Plan Years commencing on and after January 1, 1999, if the
               Employer elects to apply the provisions of Section 410(b)(4)(B)
               to satisfy the requirements of Section 401(k)(3)(A)(i) of the
               Code, the Employer may apply the provisions of Sections ADP,
               ACP, and Multiple Use test Sections by excluding from
               consideration all eligible employees (other than Highly
               Compensated Employees) who have not met the minimum age and
               service requirements of Section 410(a)(1)(A) of the Code.

                                      37
<PAGE>

          (f)  If the Employer does not apply the special rule in subsection
               (e) above, the Employer may elect to apply the provisions of
               Treas. Reg. Section 1.401(k)-1(b)(3)(ii) and treat the portion of
               the Plan benefiting Participants who have satisfied the minimum
               requirements of Code Section 410(a)(1)(a) and the portion of
               the Plan benefiting Participants who have not satisfied such
               requirements as two separate Plans for the purpose of applying
               Code Sections 401(k) and 410(b), in accordance with the
               regulations thereunder.

3.10     Qualified Matching Contributions, Qualified Nonelective
         Contributions. The Employer may authorize that special "Qualified
         Nonelective Contributions" (on the basis of either a specified dollar
         amount or specified percentage of Compensation) and/or "Qualified
         Matching Contributions" (with respect to Before-Tax Deposits) shall
         be made for a Plan Year, which shall be allocated in such amounts and
         to such Participants, who are not Highly Compensated Employees, as
         the Plan Administrator shall determine. The Plan Administrator shall
         establish such separate accounts as may be necessary. Qualified
         Nonelective Contributions and Qualified Matching Contributions shall
         be one hundred percent (100%) nonforfeitable when made. Qualified
         Nonelective Contributions and Qualified Matching Contributions made
         before January 1, 1989 and earnings credited thereon as of that date
         may only be withdrawn by a Participant while in service under the
         provisions of Sections 7.01 or 7.02. Any Qualified Nonelective
         Contributions and Qualified Matching Contributions made on or after
         January 1, 1989 and any earnings credited on any Qualified
         Nonelective Contributions and Qualified Matching Contributions after
         such date shall only be available for withdrawal under the provisions
         of Section 7.02. Qualified Nonelective Contributions and Qualified
         Matching Contributions made for the Plan Year may be used to satisfy
         the tests described in Sections 3.06, 3.07 and 3.08, where necessary.
         Qualified Nonelective Contributions and Qualified Matching
         Contributions may be taken into account in determining the Actual
         Deferral Percentage or Actual Contribution Percentage of the
         non-Highly Compensated Employees for the preceding Plan Year under
         Section 3.06 and/or 3.07 provided the contributions are credited to
         Participants' accounts no later than the last day of the preceding
         Plan Year and are contributed to the Plan no later than the last day
         of the Plan Year being tested.

3.11     Correction Methods.

         (a)   Actual Deferral Percentage Test. If the Plan Administrator
               determines that the limitation under Section 3.06 has been
               exceeded in any Plan Year, the following provisions shall
               apply:

               (1)  The Actual Deferral Ratio of the Highly Compensated
                    Employee with the highest Actual Deferral Ratio shall be
                    reduced to the extent necessary to meet the Actual
                    Deferral Percentage test of Section 3.06 or to cause such
                    ratio to equal the Actual Deferral Ratio of the Highly
                    Compensated Employee with the next highest Actual Deferral
                    Ratio. This process will be repeated until the Actual
                    Deferral Percentage test of Section 3.06 is passed. Each
                    ratio shall be rounded to the nearest one one-hundredth of
                    one percent of the Participant's Discrimination
                    Compensation. The amount of a Highly

                                      38
<PAGE>

                    Compensated Employee's Before-Tax Deposits in
                    excess of the amount permitted under his or her
                    revised Actual Deferral Ratio shall be added
                    together. This total dollar amount of excess
                    contributions ("Excess Contributions") shall then
                    be allocated to some or all Highly Compensated
                    Employees in accordance with the provisions of
                    paragraph (2) below.

               (2)  The Before-Tax Deposits of the Highly Compensated Employee
                    with the highest dollar amount of such contributions shall
                    be reduced by the lesser of (i) the amount required to
                    cause that Employee's Before-Tax Deposits to equal the
                    dollar amount of such contributions of the Highly
                    Compensated Employee with the next highest dollar amount
                    of such contributions, or (ii) an amount equal to the
                    total Excess Contributions. This procedure is repeated
                    until all Excess Contributions are allocated.

               (3)  The Excess Contributions together with Earnings thereon,
                    allocated to a Highly Compensated Employee under paragraph
                    (2) above shall be paid to the Participant before the
                    close of the Plan Year following the Plan Year in which
                    the Excess Contributions were made, and to the extent
                    practicable, within 2 1/2 months of the close of the Plan
                    Year in which the Excess Contributions were made. However,
                    any Excess Contributions for any Plan Year shall be
                    reduced by any Before-Tax Deposits previously returned to
                    the Participant under Section 3.06 for that Plan Year.

                    Excess Contributions shall be distributed from the
                    Participant's Before-Tax Deposit Account and from
                    his Qualified Matching Contribution Account (if
                    applicable) in proportion to the Participant's
                    Before-Tax Deposits and Qualified Matching
                    Contributions used in the test under Section 3.06
                    for the Plan Year. Excess Contributions shall be
                    distributed from the Participant's Qualified
                    Nonelective Contribution Account only to


                                      39
<PAGE>

                    the extent the Excess Contributions exceed the
                    balance in the Participant's Before-Tax Deposit
                    Account and Qualified Matching Contribution Account.

                    In the event any Before-Tax Deposits returned under
                    this Section were matched by Company Matching
                    Deposits other than Qualified Matching
                    Contributions, such corresponding Company Matching
                    Deposits, with Earnings thereon, shall be
                    forfeited. Such forfeitures shall be treated in the
                    same manner as forfeitures arising under Article V,
                    except that forfeitures arising under this Section
                    shall not be allocated to the account of any Highly
                    Compensated Employee.

               (4)  In the event any Company Matching Deposits subject to
                    forfeiture under this Section have been distributed to the
                    Participant, the Employer shall make reasonable efforts to
                    recover the contributions from the Participant.

          (b)  The Actual Contribution Percentage Test. If the Plan
               Administrator determines that the limitation under Section 3.07
               has been exceeded in any Plan Year, the following provisions
               shall apply:

               (1)  Subsection (a)(1) and (2) shall apply, after substituting
                    "Actual Contribution Ratio", "Actual Contribution
                    Percentage", "Excess Aggregate Contributions" and "Company
                    Matching Deposits" for "Actual Deferral Ratio", "Actual
                    Deferral Percentage" "Excess Contributions", and
                    "Before-Tax Deposits", respectively.



                                      40
<PAGE>

               (2)  Excess Aggregate Contributions, together with Earnings
                    thereon, allocated to a Highly Compensated Employee under
                    paragraph (1) above shall be distributed or forfeited as
                    follows:

               (A)  Company Matching Deposits made with respect to Highly
                    Compensated Employees which exceed the maximum amount
                    permitted under the Actual Contribution Percentage Test of
                    Section 3.07, and Earnings allocable thereto, shall be
                    forfeited, if otherwise forfeitable under the terms of
                    the Plan.

               (B)  Nonforfeitable Company Matching Deposits which exceed the
                    maximum amount permitted under the Actual Contribution
                    Percentage Test of Section 3.07 plus any Earnings allocable
                    thereto, shall be paid to the Highly Compensated Employees
                    with respect to whom such Excess Aggregate Contributions
                    were made.

               (3)  Any repayment or forfeiture of Excess Aggregate
                    Contributions shall be made before the close of the Plan
                    Year following the Plan Year for which the Excess
                    Aggregate Contributions were made, and to the extent
                    practicable, any repayment or forfeiture shall be made
                    within 2 1/2 months of the close of the Plan Year in which
                    the Excess Aggregate Contributions were made. In the event
                    any Company Matching Deposits subject to forfeiture have
                    been distributed to the Participant, the Employer shall
                    make reasonable efforts to recover the contributions from
                    the Participant.

               (4)  Amounts distributed to or forfeited by Highly Compensated
                    Employees under this Section shall be treated as Annual
                    Additions under Section 3.03. Amounts forfeited by Highly
                    Compensated Employees under this Section shall be treated
                    in the same manner as forfeitures


                                      41
<PAGE>

                    arising under Article V except that forfeitures arising
                    under this Section shall not be allocated to the account
                    of any Highly Compensated Employee.

         (c)   "Earnings" means the amount of income to be returned with any
               Excess Contributions or Excess Aggregate Contributions.
               Earnings on Excess Contributions shall be determined by
               multiplying the income earned on the Before-Tax Deposit Account
               for the Plan Year to which the Excess Contributions relate by a
               fraction, the numerator of which is the Excess Contributions
               for the Plan Year and the denominator of which is the
               Before-Tax Deposit Account balance at the end of the Plan Year,
               disregarding any income or loss occurring during the Plan Year.
               Earnings on Excess Aggregate Contributions shall be determined
               in a similar manner by substituting the sum of the
               Participant's Employer Matching Deposit Account for the
               Before-Tax Deposit Account, and the Excess Aggregate
               Contributions for the Excess Contributions in the preceding
               sentence.

3.12     Rollovers and Transfers.

         (a)   An Employee, regardless of whether he has satisfied the
               eligibility requirements of Article II, who has received a
               distribution of all or part of his interest in a plan which
               meets the requirements of Section 401(a) of the Code may, in
               accordance with procedures established by the Plan
               Administrator, transfer the distribution to the Trust, instruct
               the Trust to accept such distribution directly from the
               distributing plan, provided the following conditions are met:

               (1)  the distribution qualified for rollover pursuant to
                    Section 402(a)(5) of the Code is an Eligible Rollover
                    Distribution as defined in Section 6.07;

               (2)  the transfer occurs on or before the sixtieth (60th) day
                    following the Employee's receipt of the distribution from
                    the other plan, or, if such distribution had previously
                    been transferred into an individual retirement


                                      42
<PAGE>

                    account or individual retirement annuity described in
                    Section 408 of the Code, on or before the sixtieth (60th)
                    day following the Employee's receipt of the distribution
                    from such account annuity;

               (3)  the amount transferred does not exceed the fair market
                    value of all the property the Employee receives in the
                    distribution, reduced by the employee contributions (other
                    than accumulated deductible employee contributions within
                    the meaning of Section 72(o)(5) of the Code);

               (4)  the Employee provides the Administrator with whatever
                    information it deems necessary to determine that the
                    proposed rollover will meet the requirements of this
                    Section;

               (5)  the Employee has not previously requested that the Plan
                    accept a rollover with respect to amounts received from
                    the distributing plan.

         (b)   The Plan Administrator, at the direction of the Board, may
               permit the direct transfer of amounts from another plan to this
               Plan provided it is established to the satisfaction of the Plan
               Administrator that the transferor plan and trust are qualified
               under Sections 401(a) and 501(a) of the Code and that transfer
               of such amounts to the Plan will not jeopardize the qualified
               status of the Plan and Trust under such Code sections.

         (c)   Amounts which are rolled over or transferred to the Plan shall
               be allocated to the Employee's Rollover Account or Prior Plan
               Account as appropriate.

3.13     Deductible Voluntary Contributions. Prior to January 1, 1987,
         Participants were allowed to make Deductible Voluntary Contributions
         to the Plan. Although these contributions were not allowed after
         December 31, 1986, Deductible Voluntary Contributions made prior to
         that date will be maintained in the Plan and will be nonforfeitable
         at all times. No part of the Deductible Voluntary Contribution
         Account will be used to purchase life insurance.

3.14     After-Tax Contributions. Prior to January 1, 1987, Participants were
         allowed to make After-Tax Contributions to the Plan. Although these
         contributions were not allowed after December 31, 1986, After-Tax
         Contributions made prior to that date will be maintained in the Plan
         and will be nonforfeitable at all times.

3.15     Contributions During Period of Military Leave.

         (a)   Notwithstanding any provision of this Plan to the contrary,
               contributions, benefits and service credit with respect to
               qualified military service will be provided in accordance with
               Section 414(u) of the Code. Without regard to any limitations
               on contributions set forth in this Article III, a Participant
               who is reemployed on or after October 14, 1994 and is credited
               with Vesting Service under the provisions of Article V because
               of a period of service in the uniformed services of the United

                                      43
<PAGE>

               States, may elect to contribute to the Plan the Before-Tax
               Deposits that could have been contributed to the Plan in
               accordance with the provisions of the Plan had he or she
               remained continuously employed by the Employer throughout such
               period of absence ("make-up contributions"). The amount of
               make-up contributions shall be determined on the basis of the
               Participant's Plan Compensation in effect immediately prior to
               the period of absence, and the terms of the Plan at such time.
               Any Before-Tax Deposits so determined shall be limited as
               provided in Sections 3.01, 3.05, 3.06, 3.07, and 3.08 with
               respect to the Plan Year or Years to which such contributions
               relate rather than the Plan Year in which payment is made. Any
               payment to the Plan described in this paragraph shall be made
               during the applicable repayment period. The repayment period
               shall equal three times the period of absence, but not longer
               than five years and shall begin on the latest of: (i) the
               Participant's date of reemployment, (ii) October 13, 1996, or
               (iii) the date the Employer notifies the Employee of his or her
               rights under this Section. Earnings (or losses) on make-up
               contributions shall be credited commencing with the date the
               make-up contribution is made in accordance with the provisions
               of Article IV.

         (b)   With respect to a Participant who makes the election described
               in paragraph (a) above, the Employer shall make Company
               Matching Deposits, on the make-up contributions in the amount
               described in the provisions of Section 3.01, as in effect for
               the Plan Year to which such make-up contributions relate.
               Employer Matching Deposits under this paragraph shall be made
               during the period described in paragraph (a) above. Earnings
               (or losses) on Company Matching Deposits shall be credited
               commencing with the date the contributions are made in
               accordance with the provisions of Article 4. Any Company
               Matching Deposits described in Sections 3.01, 3.07 and 3.08
               shall be applied with respect to the Plan Year or Years to
               which such contributions relate rather than the Plan Year or
               Years in which payment is made.

         (c)   All contributions under this Section are considered "annual
               additions," as defined in Section 415(c)(2) of the Code, and
               shall be limited in accordance with the provisions of Sections
               3.03 and 3.04 with respect to the Plan Year or Years to which
               such contributions relate rather than the Plan Year in which
               payment is made.


                                      44
<PAGE>

                                  ARTICLE IV

                   Participant Accounts and Investment Funds


4.01     Maintenance of Participant Accounts.

         (a)   A separate Participant Account shall be maintained with respect
               to each Participant. Each Participant Account shall hold the
               net accumulation of all amounts deposited to the Plan on behalf
               of a Participant, along with all investment allocations and net
               of any withdrawals, distributions, transfers, expenses, or
               other charges.

         (b)   Each Participant Account shall maintain separately the value of
               each type of Deposit made on the Participant's behalf. These
               accounts shall include:

               (1)  A Before-Tax Deposit Account shall be maintained for
                    Before-Tax Deposits and earnings thereon.

               (2)  An After-Tax Deposit Account shall be maintained for
                    After-Tax Deposits made prior to 1987 (and earnings
                    thereon) including After-Tax Deposits made to the Corroon
                    & Black Employees Savings and Stock Investment Plan.

               (3)  A Company Matching Deposit Account shall be maintained
                    for Company Matching Deposits and earnings thereon.

               (4)  A Rollover Account shall be maintained for Rollover
                    Deposits and earnings thereon.

               (5)  A Deductible Contribution Account shall be maintained for
                    Deductible Contributions made prior to 1987 and earnings
                    thereon including Deductible Contributions made to the
                    Corroon & Black Employees Savings and Stock Investment
                    Plan.

               (6)  A Prior Plan Account shall be maintained for deposits made
                    to the Plan pursuant to a merger or acquisition and
                    earnings thereon.

               (7)  A Predecessor Plan Company Matching Deposit Account shall
                    be maintained for employer matching deposits previously
                    contributed to the Corroon & Black Employees Savings and
                    Stock Investment Plan.

               (8)  A Special Basic Deposit Account shall be maintained for
                    the Special Basic Deposit and earnings thereon.

                                      45
<PAGE>


         (c)   Valuation. The values in each Participant Account shall be
               determined by the Benefits Committee, as of each Valuation
               Date, on the basis of the market values of each Investment Fund
               as the end of such Valuation Date.

               The valuation shall reflect the effect on each Account or
               Subaccount of Deposits, income credited or accrued, realized
               and unrealized appreciation or depreciation, distributions,
               withdrawals, inter-fund transfers, expenses, and all other
               transactions affecting the respective Investment Funds since
               the end of the last preceding Valuation Date. All routine
               Plan administrative expenses (for such services as account
               recordkeeping, required audits, government filings and
               selection of investment contracts) as are incurred by the
               Plan from third party service providers shall be charged
               against the Plan investment earnings before such earnings
               are distributed to Plan Participants, or the Company may
               elect to pay such expenses directly.

4.02     Investment Funds.

         (a)   The Company shall determine what investment options to offer
               under the Plan and may, from time to time, change the
               investment options offered hereunder. As of October 1, 1999,
               the Investment Funds shall be the following:

                        MetLife Guaranteed Fixed Income Account
                        PIMCO Total Return Fund
                        PIMCO High Yield Fund
                        American Century Income and Growth Fund
                        Harris Associates-Oakmark Fund
                        MetLife Stock Market Index Guarantee Account
                        Janus Fund
                        Harris Associates-Oakmark Select Fund
                        Baron Asset Fund
                        Loomis Sayles Small Cap Growth Fund
                        Loomis Sayles Small Cap Value Fund
                        Templeton Foreign Fund
                        MetLife/UAM Extended Short-Term TimeStyle Portfolio
                        MetLife/UAM Medium-Term TimeStyle Portfolio
                        MetLife/UAM Long-Term TimeStyle Portfolio
                        Self-Directed Brokerage Account

         (b)   As of each Valuation Date, a valuation of each Investment Fund
               shall be performed by or at the direction of the Company in
               order to determine the value of each Investment Fund and to
               reconcile the Investment Funds from the prior Valuation Date.

4.03     Investment of Deposits.

                                      46
<PAGE>

         (a)   A Participant may direct that any deposits made on his behalf
               be allocated to one or more of the Investment Funds described
               in Section 4.02(a) in multiples of one percent (1%) of pay.

               Deposits will be accepted and allocated to an Investment
               Fund only to the extent the Participant has filed an
               election in accordance with this Section directing the
               investment of such Deposits.

               Any amounts deposited into the Participant's Accounts and
               any interest thereon may be transferred among any of the
               Investment Funds in accordance with the limitations set
               forth in Section 4.04.

         (b)   Election Forms. Each Participant must make an election
               directing the allocation of all of his future deposits in
               accordance with subsection (a) prior to the date they are
               received by the Trust. Such direction shall continue in effect
               until such time as the Participant elects a different
               allocation.

               The investment of future deposits may be changed effective
               as soon as administratively feasible after the election has
               been received by the Benefits Committee or its delegate.
               Elections must be made in accordance with the rules and
               procedures established by the Plan Administrator and
               provided to the Participant prior to his Entry Date, or with
               respect to subsequent changes in such rules and procedures,
               the effective date of such changes.

4.04     Transfers Between Funds.

         (a)   A Participant may elect on any day to transfer amounts from one
               Investment Fund to another. Transfers shall be either in
               increments of one percent (1%) or in a specific dollar amount.

               Such election shall be effective as soon as administratively
               feasible after the election has been received by the
               Benefits Committee or its delegate.

         (b)   The timing and frequency of transfers among investment options
               may be further restricted if such restrictions are required by
               the company handling or providing the investment option.

         (c)   Elections must be made in accordance with the rules and
               procedures established by the Plan Administrator and provided
               to the Participant.

4.05     Separation of Forfeitures and Accounts by Employer. Accounts of
         Participants employed by a particular Employer shall no longer be
         administered separately for the purpose of allocating employer
         contributions and forfeitures. Forfeitures of accounts of
         Participants shall be used to reduce the subsequent total
         contributions for all Employers in accordance with Section 5.02.



                                      47
<PAGE>



                                   ARTICLE V

                            Vesting and Forfeitures


5.01     Nonforfeitable Accounts. A Participant shall have a nonforfeitable
         right to the value of his entire Before-Tax Deposit Account, Special
         Company Deposit Account, After-Tax Deposit Account, Rollover Account
         and Deductible Contribution Account.

5.02     Company Matching Deposit Account.

         (a)   Normal Vesting. The Participant's Company Matching Deposit
               Account and Predecessor Plan Company Matching Deposit Account
               shall be divided into the portion to which the Participant has
               a nonforfeitable right and the portion to which he has not
               acquired a nonforfeitable right. The portion of the Company
               Matching Deposit Account to which a Participant has a
               nonforfeitable right shall be determined by multiplying the
               entire value of the Account by the applicable Vested
               Percentage. The Vested Percentage of a Participant shall be in
               accordance with the following schedule:

                                                    Vested Percentage
                   Completed Years of                  Applicable to
                        Service                 Company Matching Deposits

                          0-2                                 0%
                           3                                 25%
                           4                                 50%
                           5 or more                        100%

               A Participant shall have a nonforfeitable right to the
               balance in his Prior Plan Account according to the vesting
               schedule prescribed by the relevant prior plan.

               Provided however, that any person who is a Participant and
               an Eligible Employee employed by Management Science
               Associates, Inc. on April 1, 1996 shall have a
               nonforfeitable right to the entire value of his Company
               Matching Deposit Account and Predecessor Plan Company
               Matching Deposit Account as of that date.

               Provided further, that any person who is a Participant and
               an Eligible Employee employed by Willis Corroon Corporation
               of Sacramento on May 31, 1996 shall have a nonforfeitable
               right to the entire value of his Company Matching Deposit
               Account and Predecessor Plan Company Matching Deposit
               Account as of that date.

               Provided further, any person listed in Appendix A who was
               not offered permanent employment continuing after November
               10, 1996 with the Employer in a position comparable to the
               position the Participant held prior to November 11, 1996
               shall


                                      48
<PAGE>

               have a nonforfeitable right to the entire value of his
               Company Matching Deposit Account, Predecessor Plan Company
               Matching Deposit Account, and Prior Plan Account as of
               November 11, 1996.

               Provided further, any person listed in Appendix B who was
               not offered permanent employment continuing after November
               30, 1996 with the Employer in a position comparable to the
               position the Participant held prior to December 1, 1996
               shall have a nonforfeitable right to the entire value of his
               Company Matching Deposit Account, Predecessor Plan Company
               Matching Deposit Account, and Prior Plan Account as of
               November 30, 1996.

         (b)   Notwithstanding (a) above, a Participant or an Inactive
               Participant shall be fully vested in his Company Matching
               Deposit Account, Predecessor Plan Company Matching Deposit
               Account, and Prior Plan Account upon death, attainment of
               Normal Retirement Age, or Disability if such event occurs while
               he is employed by the Affiliated Group. Furthermore, the
               Participant shall be fully vested upon termination of the Plan
               or upon the occurrence of another event described in Section
               9.03, if such event occurs prior to the time the Participant
               has incurred a forfeiture.

         If a Participant separates from service prior to acquiring a
         nonforfeitable right to the entire value of his Company Matching
         Deposit Account and Predecessor Plan Company Matching Deposit
         Account, the nonvested portion of such Account shall be forfeited
         upon the earlier to occur of (a) or (b) below where:

         (a)   is the date on which the Participant receives full payment of
               his vested Accrued Benefit upon termination of participation in
               the Plan within the meaning of Treasury Regulation Section
               1.411(a)-7(d)(4)(ii), and

         (b)   is the date on which the Participant incurs five (5)
               consecutive one-year Periods of Severance.

         Such forfeitures shall be used to reduce subsequent Employer
         contributions used for Company Matching Deposits.

5.03     Restoration of Forfeitures.

         (a)   If a Participant whose entire Company Matching Deposit Account
               has been forfeited under Section 5.02 returns to service prior
               to incurring a five (5) year Period of Severance, the dollar
               amount forfeited shall be restored to the Participant's Company
               Deposit Account at the time of re-employment.

         (b)   If a Participant who forfeited a portion of his Company
               Matching Deposit Account or Predecessor Plan Company Matching
               Deposit Account upon separation from service returns to service
               prior to incurring five (5) consecutive one-year Periods of
               Severance, the dollar amount forfeited shall be restored to the


                                      49
<PAGE>

               Participant's Company Matching Deposit Account and Predecessor
               Plan Company Matching Deposit Account if the Participant repays
               the full amount of any distribution received upon separation
               from service before the earlier of five (5) years after the
               first date on which he is subsequently re-employed by the
               Employer or the close of the first period of five (5)
               consecutive one-year Periods of Severance commencing on the
               date of the distribution.

         (c)   The funds for such restoration shall be taken from any
               available forfeited amounts at the time the Participant is
               reemployed or repays the distribution (as applicable) or, if
               such forfeited amounts are insufficient to provide the
               restoration, shall be provided by Employer contribution.

5.04     Vesting in Prior Contributions. If a Participant returns to
         employment after incurring a five (5) year Period of Severance, his
         Years of Service subsequent to such five (5) year period shall not be
         taken into account for purposes of determining the Vesting Percentage
         applicable to Employer contributions which accrued before such five
         (5) year period.

5.05     Partial Distribution or Withdrawals.  A Participant whose Vesting
         Percentage is less than one hundred percent (100%) and who

         (a)   has received an in-service withdrawal of any portion of his
               Company Matching Deposit Account pursuant to Article VII, or

         (b)   has received a distribution under Article VI and has not repaid
               the amount of his distribution as provided under Section 5.03,

         shall have the vested portion of the Company Matching Deposit Account
         computed by the formula P (A + D) - D, where P equals the Vesting
         Percentage at the relevant time, A equals the Company Deposit Account
         balance at the relevant time, and D equals the amount of the previous
         withdrawal or unrepaid distribution.

5.06     Predecessor Employers.  Years of Service for a predecessor Employer as
         that term is defined in Code Section 414(a)(1) shall be taken into
         account for vesting purposes.

5.07     Determination of Vesting. The Plan Administrator shall determine
         whether an Employee is fully vested based upon information furnished
         by the Employee or Employer, as appropriate. This determination shall
         be conclusive and binding on all parties.



                                      50
<PAGE>

                                  ARTICLE VI

                                 Distributions


6.01     Events Allowing Distribution. A Participant shall be eligible to
         receive a distribution of his vested Accrued Benefit upon retirement,
         death, separation from service or Disability; provided, however, that
         the eligibility of a Participant to receive a distribution on account
         of a separation from service shall be waived if he returns to
         employment with an Employer prior to receiving such distribution.

         A Participant shall also be eligible to receive a distribution of his
         vested Accrued Benefit upon: (a) termination of this Plan without
         establishment or maintenance of a successor plan (as described in
         Section 401(k)(10) of the Code and the regulations thereunder) or (b)
         upon disposition by his Employer of substantially all of the assets
         (within the meaning of Section 409(d)(2) of the Code) used by such
         Employer in a trade or business or upon the disposition by such
         Employer of its interest in a subsidiary (within the meaning of
         Section 409(d)(3) of the Code), but only if: (i) the Participant
         continues employment with the corporation acquiring such assets or
         with such subsidiary, as the case may be; (ii) the acquiring entity
         is not a member of the Affiliated Group; and (iii) the acquiring
         entity does not maintain the Plan. An event shall not be treated as
         described in this paragraph with respect to any Participant unless
         the Participant receives a lump sum distribution as described in
         Section 401(k)(10)(B) of the Code.

         Distributions shall be payable as provided in Sections 6.02 and 6.03.

6.02     Form of Distribution.

         (a)   Subject to the conditions and limitations set forth in other
               provisions of this Plan, distributions to or with respect to a
               Participant shall be made in one single sum. Provided, however,
               that any form of distribution applicable to amounts transferred
               to the Plan as provided in Section 3.12(b) shall be preserved
               with respect to such amounts to the extent required by law.
               Provided further that this Section shall apply to any
               Participant who commences receiving a Benefit required under
               Sections 6.04(b) and 6.05 and who subsequently incurs an event
               specified in Section 6.01.

         (b)   If a Participant dies while legally married prior to the
               distribution of his Participant Account, the value of such
               Account, determined under 6.03 below reduced by the balance of
               any loan outstanding to the Participant from the Plan and
               secured by the Participant's account, shall be distributed by
               payment in a single sum to the Participant's surviving spouse
               unless the Participant and his surviving spouse had made a
               Qualified Election prior to his death. If a Qualified Election
               had been made, payment shall be made in a single sum to or for
               the benefit of the Participant's Beneficiary or Beneficiaries.



                                      51
<PAGE>

               If a Qualified Election had not been made prior to the
               Participant's death, the Participant's surviving spouse may
               elect to defer distribution of the Participant's Account
               until a date which is no later than the date which would
               have been the Participant's Normal Retirement Date.

               A Qualified Election means an election made by the
               Participant providing that the balance of the Participant's
               Accounts will not be distributed in full to the surviving
               spouse, and

               (1)  the spouse of the Participant consents in writing to such
                    election and to the designation of the alternate
                    Beneficiary and acknowledges the effect of such election
                    on forms provided by and filed with the Benefits Committee
                    and witnessed by a Plan representative or a notary public;
                    or

               (2)  it is established that the Participant has no spouse or
                    that such spouse cannot be located, or under such other
                    circumstances as may be provided by the Code or applicable
                    regulations thereunder.

               Any consent by a spouse pursuant to this paragraph shall be
               effective only with respect to such spouse. Spousal consent
               is irrevocable unless the Participant revokes his Qualified
               Election in order to designate another nonspouse Beneficiary.
               In such case, a new Qualified Election must be made in
               accordance with this paragraph.

6.03     Amount and Timing of Distributions

         (a)   A Participant eligible to receive a distribution in accordance
               with Section 6.01 shall be entitled to receive the value of his
               vested Accrued Benefit as of the Valuation Date specified in
               subsection 6.03(b) reduced by the balance of any loan
               outstanding to the Participant from the Plan and secured by the
               Participant's account. Such distribution shall be made as soon
               as administratively feasible after an event described in
               Section 6.01 has occurred. If the vested Accrued Benefit is
               zero, the Participant shall be deemed to have received a
               distribution of such benefit on the date of employment
               termination. Notwithstanding anything in this Section to the
               contrary, if the value of the Participant's vested Accrued
               Benefit exceeds the amount prescribed in Section 411(a)(11)(A)
               of the Code (five thousand dollars ($5,000) effective January
               1, 1998) at the time of this distribution (or, prior to January
               1, 1999, at the time of any prior distribution), no
               distribution shall be made hereunder prior to the Participant's
               Normal Retirement Date without the consent of the Participant.
               In the event the Participant does not consent to such
               distribution, the Benefits Committee shall cause the Trustee to
               distribute his vested Accrued Benefit to the Participant or his
               Beneficiary, as the case may be, in accordance with this
               Article VI within a reasonable period following the earliest of
               (i) the last day of the Plan Year in which the Participant
               attains his Normal Retirement Age; (ii) the last day of the
               Plan Year in which the Participant dies; or (iii) the date on
               which the Participant files an election with the


                                      52
<PAGE>

               Plan Administrator to have his entire vested Accrued Benefit
               distributed to him. Such distribution shall be in the form of a
               single sum benefit and shall be valued as of the Valuation Date
               coinciding with the date of distribution.

         (b)   The Valuation Date specified in this subsection means:

               (1)  For any Participant whose vested Accrued Benefit does not
                    exceed the amount prescribed in Section 411(a)(11)(A) of
                    the Code (five thousand dollars ($5,000) effective January
                    1, 1998) at the time of this distribution (or, prior to
                    January 1, 1999, at the time of any prior distribution),
                    or who has reached his Normal Retirement Date before the
                    occurrence of an event described in Section 6.01, the
                    Valuation Date that occurs as soon after the Employer
                    notifies the Plan Administrator that an event described in
                    Section 6.01 has occurred as is administratively feasible
                    to allow the Employer to process the distribution or

               (2)  For any Participant not described in subsection (1), the
                    Valuation Date that occurs as soon after the date on which
                    the Participant files an election with the Plan
                    Administrator to have his entire vested Accrued Benefit
                    distributed to him as is administratively feasible to
                    allow the Employer to process the distribution, but no
                    later than the Valuation Date following his Normal
                    Retirement Date.

6.04     Commencement of Benefits.

         (a)   Unless the Participant elects otherwise in writing pursuant to
               a provision of this Plan in effect on the date of such
               election, the payment of Benefits under the Plan to a
               Participant shall commence no later than the sixtieth (60th)
               day after the close of the Plan Year in which the last of the
               following occurs:

               (1)  The Participant attains age sixty-five (65);

               (2)  The tenth (10th) anniversary of the Participant's initial
                    participation in the Plan occurs; or

               (3)  The Participant terminates service with any member of the
                    Affiliated Group.

         (b)   Effective January 1, 1997, with respect to a five percent (5%)
               owner, distribution of benefits shall commence not later than
               April 1 of the calendar year following the calendar year in
               which the Participant attains age seventy and one-half (70
               1/2). Also effective January 1, 1997, a Participant who is not
               a five percent (5%) owner shall commence receipt of benefits
               not later than April 1 of the calendar year following the
               calendar year in which the Participant reaches age seventy and
               one-half or retires, if later. Notwithstanding the above, a
               Participant who commenced minimum distributions under Code
               Section 401(a)(9) prior to January 1, 1997, and who does not
               elect a complete distribution of his Account under


                                      53
<PAGE>

               Section 7.04, shall continue to receive minimum
               distributions in accordance with the Plan as in effect on
               December 31, 1996.

6.05     Methods of Distribution. Effective January 1, 1997, all distributions
         required under this Section shall be determined and made in
         accordance with the regulations under Section 401(a)(9) of the Code
         as in effect on January 1, 1997 or as hereafter amended and the
         regulations thereunder, including the minimum distribution incidental
         benefit requirement of Proposed Treasury Regulation Section
         1.401(a)(9)-2.

6.06     Distributions Pursuant to a Qualified Domestic Relations Order.
         Distribution of benefits to an alternate payee under a qualified
         domestic relations order meeting the requirements of Section 414(p)
         of the Code shall be made in a single sum to such alternate payee,
         unless such alternate payee elects otherwise in accordance with a
         form of payment permitted under the terms of this Article VI. Such
         payment shall be made on a date specified in the qualified domestic
         relations order, which date may precede the time the Participant
         would be eligible to receive a distribution under the terms of the
         Plan.

6.07     Direct Rollover Distributions.

         (a)   Direct Rollover Election. Notwithstanding any provision of the
               Plan to the contrary that would otherwise limit a Distributee's
               election under this Section, a distributee may elect at the
               time and in the manner prescribed by the Plan Administrator, to
               have any portion of an Eligible Rollover Distribution to which
               he is otherwise entitled, paid directly to an Eligible
               Retirement Plan specified by the Distributee in a direct
               rollover.

         (b)   Definitions.

               (1)  "Eligible Rollover Distribution" means any distribution of
                    all or any portion of the balance to the credit of the
                    Distributee, except that an Eligible Rollover Distribution
                    does not include: any distribution that is one of a series
                    of substantially equal periodic payments (not less
                    frequently than annually) made for the life (or life
                    expectancy) of the Distributee or the joint lives (or
                    joint life expectancies) of the Distributee and the
                    Distributee's designated Beneficiary, or for a specified
                    period of ten (10) years or more; any distribution to the
                    extent such distribution is required under Section
                    401(a)(9) of the Code; and the portion of any distribution
                    that is not includible in gross income (determined without
                    regard to the exclusion for net unrealized appreciation
                    with respect to employer securities). Effective for Plan
                    Years beginning on or after January 1, 2000, Eligible
                    Rollover Distribution does not include any hardship
                    distribution described in Code Section
                    401(k)(2)(B)(i)(IV).

               (2)  "Eligible Retirement Plan" means an individual retirement
                    account described in Section 408(a) of the Code, an
                    individual retirement annuity described in Section 408(b)
                    of the Code, an annuity plan described in


                                      54
<PAGE>

                    Section 403(a) of the Code, or a qualified trust described
                    in Section 401(a) of the Code, that accepts the
                    Distributee's Eligible Rollover Distribution. However, in
                    the case of an Eligible Rollover Distribution to the
                    surviving Spouse, an Eligible Retirement Plan is an
                    individual retirement account or individual retirement
                    annuity.

               (3)  "Distributee" means an Employee or former Employee. In
                    addition, the Employee's or former Employee's surviving
                    Spouse and the Employee's or former Employee's Spouse or
                    former Spouse who is the alternate payee under a qualified
                    domestic relations order, as defined in Section 414(p) of
                    the Code, are Distributees with regard to the interest of
                    the Spouse or former Spouse.

               (4)  "Direct Rollover" means a payment by the Plan to the
                    Eligible Retirement Plan specified by the Distributee.



                                      55
<PAGE>

                                  ARTICLE VII

                            In-Service Withdrawals


7.01     Hardship Withdrawals.

         (a)   Hardship defined. A Participant may request a withdrawal of a
               lump sum amount from his Before-Tax Deposit Account and from
               the vested portion of his Company Matching Deposit Account in
               the event of immediate and heavy financial need. Such request
               shall be made in accordance with procedures established by the
               Benefits Committee. Immediate and heavy financial need shall
               include any of the following occurrences:

               (1)  Unreimbursed medical expenses (as defined in Code Section
                    213(d)) and amounts necessary to obtain medical care for
                    the Participant, the Participant's spouse or any
                    dependent.

               (2)  Purchase of the Participant's principal residence (but not
                    ongoing mortgage payments).

               (3)  Payment of tuition, related educational fees, and room and
                    board expenses, for the immediately forthcoming twelve
                    (12) month period of post-secondary education for the
                    Participant, his spouse or dependents (as defined in Code
                    Section 152).

               (4)  Payment to prevent eviction from or foreclosure on a
                    Participant's principal residence.

               For the purposes of this Section, dependents shall be those
               persons considered to be dependents for the purposes of Section
               152 of the Code.

         (b)   Availability of hardship withdrawals. The Benefits Committee
               will approve a request for a hardship withdrawal only if each
               of the following conditions are met:

               (1)  The distribution is not in excess of that which is
                    required to meet the immediate and heavy financial need of
                    the Participant, including any amounts necessary to pay
                    any federal, state, or local income taxes or penalties
                    reasonably anticipated to result from the distribution.

               (2)  The Participant has obtained all distributions (other than
                    hardship withdrawals) and nontaxable plan loans available
                    from the Plan or from any other qualified and nonqualified
                    plan sponsored by the Employer.



                                      56
<PAGE>

               (3)  The Participant suspends all elective contributions
                    (within the meaning of Treasury Regulation Section
                    1.401(k)-1(g)(4)) and employee contributions (within the
                    meaning of Treasury Regulation Section
                    1.401(k)-1(a)(2)(ii)) to all plans sponsored by the
                    Employer for the twelve (12) consecutive month period
                    commencing on the date of the hardship distribution.

               (4)  The Plan, and all other plans maintained by the Employer,
                    reduce the aggregate limit on elective deferrals (as
                    specified under Section 402(g) of the Code) for the
                    Participant's taxable year immediately following the year
                    in which the hardship distribution occurs by the amount of
                    elective contributions (within the meaning of Treasury
                    Regulation Section 1.401(k)-1(g)(3)) made on behalf of the
                    Participant during the taxable year in which the hardship
                    withdrawal occurs.

         (c)   Amounts available for hardship withdrawal. A Participant may
               withdraw on account of hardship an amount equal to his Before
               Tax Deposits, including earnings credited to such Deposits as
               of December 31, 1988, as well as the vested portion of his
               Company Matching Deposit Account.

               Qualified Matching Contributions, Qualified Non-elective
               Contributions and income credited on Before-Tax Deposits after
               December 31, 1988 shall not be available for hardship
               withdrawal.

         Withdrawals under this Section will be made available as soon as
         administratively feasible after a request has been received by the
         Benefits Committee or its delegate and approved for payment. The
         value of accounts will be determined as of the Valuation Date
         preceding the date the withdrawal is paid.

         Notwithstanding any other provision of this plan, hardship
         withdrawals are not available with respect to contributions made with
         respect to Contribution Periods during which the Participant is
         compensated for services rendered in the United Kingdom.

7.02     Withdrawals After Age 59 1/2. A Participant who has attained age
         fifty-nine and one-half (59 1/2) may request a withdrawal in a lump
         sum of all or any part of the value of his Participant Account
         attributable to Before Tax Deposits, vested Company Matching
         Deposits, and Special Basic Deposit Account; provided, however, that
         in no event may a Participant have more than one (1) withdrawal in
         any calendar year.

         Withdrawals under this Section will be made available as soon as
         administratively feasible after a request has been received by the
         Benefits Committee or its delegate and approved for payment. The
         value of accounts will be determined as of the Valuation Date
         preceding the date the withdrawal is paid.

         Notwithstanding any other provision of this plan, age 59 1/2
         withdrawals are not available with respect to contributions made with
         respect to Contribution Periods during which the Participant is
         compensated for services rendered in the United Kingdom.



                                      57
<PAGE>

7.03     Withdrawal of Other Contributions. Once each year, a Participant may
         request a withdrawal of any amount from his After-Tax Deposit
         Account, Rollover Account, Predecessor Plan Company Matching Deposit
         Account, Deductible Contribution Account or, subject to the following
         paragraph, his Prior Plan Account; provided, however, that in no
         event may a Participant have more than one (1) withdrawal in any
         calendar year.

         Withdrawals from a Prior Plan Account shall be permitted only to the
         extent such withdrawal would have been permitted under the plan from
         which such amounts were transferred.

         Withdrawals under this Section will be made available as soon as
         administratively feasible after a request has been received by the
         Benefits Committee or its delegate and approved for payment. The
         value of accounts will be determined as of the Valuation Date
         preceding the date the withdrawal is paid.

         Notwithstanding any other provision of this plan, withdrawals under
         this Section are not available with respect to contributions made
         with respect to Contribution Periods during which the Participant is
         compensated for services rendered in the United Kingdom.

7.04     Withdrawals After Age 65. A Participant who has attained age
         sixty-five (65) may request a withdrawal in a lump sum of all or any
         part of the value of his Participant Account. However, in no event
         may a Participant have more than one (1) withdrawal in any calendar
         year.

         Withdrawals under this Section will be made available as soon as
         administratively feasible after a request has been received by the
         Benefits Committee or its delegate and approved for payment. The
         value of accounts will be determined as of the Valuation Date
         preceding the date the withdrawal is paid.

         Notwithstanding any other provision of this plan, withdrawals under
         this Section are not available with respect to contributions made
         with respect to Contribution Periods during which the Participant is
         compensated for services rendered in the United Kingdom.

7.05     Loans to Participants. An Active Participant or any party in interest
         who is an Inactive Participant, a Beneficiary or, to the extent
         provided in a qualified domestic relations order, an alternate payee,
         may apply for a loan from his vested Accrued Benefit by filing an
         application with the Plan Administrator who shall determine whether a
         loan will be granted. Loans that are granted shall be subject to the
         following conditions:

         (a)   A Participant's loan, when added to the balance of any other
               outstanding loans the Participant may have, shall not exceed
               the lesser of:

               (1)  Fifty thousand dollars ($50,000) reduced by the excess of
                    (1) the highest outstanding loan balance of the
                    Participant's loans outstanding during the immediately
                    prior twelve (12) month period (ending the day before the


                                      58
<PAGE>

                    new loan is granted) over (2) the total of all outstanding
                    loans the day the new loan is granted or

               (2)  Fifty percent (50%) of the Participant's vested Accrued
                    Benefit.

               For purposes of this Section, the Participant's vested Accrued
               Benefit shall be determined as of the Valuation Date preceding
               the date of the loan. However, under no circumstances may the
               loan amount exceed the Participant's vested Accrued Benefit as
               of the date the loan is disbursed.

         (b)   Each loan shall be secured by the Participant's vested Accrued
               Benefit or by such other security as the Plan Administrator may
               deem to be adequate. Provided, however, that in no event may
               more than fifty percent (50%) of the Participant's vested
               Accrued Benefit be used as security for loans made under this
               Section.

         (c)   All loans shall become due and payable upon the earlier of
               termination of employment or the expiration of five (5) years
               from the date of the loan, except that the five (5) year
               repayment period shall be extended for a period of up to
               fifteen (15) years for any loan used for the purpose of
               purchasing a Participant's principal residence.

         (d)   If the Plan provides for Investment Funds, each loan shall be
               made from and repaid to the subaccounts under the various
               Investment Fund(s) in accordance with procedures established by
               the Plan Administrator.

         (e)   Repayment of loans shall be by payroll deduction, or other
               approved method, on a level amortization basis; provided,
               however, that a Participant may prepay the outstanding
               principal balance of his loan at any time.

         (f)   In the event of default, foreclosure on the note and attachment
               of security shall not take place until the occurrence of a
               distributable event under the Plan. No distribution shall be
               made to any Participant or to a Beneficiary of any Participant
               until all outstanding loans to such Participant, including
               interest accrued thereon, have been liquidated.

         (g)   The Plan Administrator shall set loan interest rates in
               accordance with regulations issued by the Department of Labor.

         (h)   The Plan Administrator may establish such other procedures or
               rules as may be reasonable, necessary or desirable to
               administer this loan program in compliance with all applicable
               law.

         (i)   Notwithstanding any other provision of this plan, loans are not
               available with respect to contributions made with respect to
               Contribution Periods during which the Participant is
               compensated for services rendered in the United Kingdom.



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<PAGE>

7.06     Procedure for Withdrawals. Withdrawal requests and loan applications
         shall be made pursuant to the rules and procedures established by the
         Plan Administrator and provided to the Participant upon request.



                                      60
<PAGE>
                                 ARTICLE VIII

                              Plan Administration


8.01     Plan Administration. The Board shall appoint a Benefits Committee to
         serve as the Plan Administrator. The Benefits Committee
         shall be the named fiduciary having the authority to control and
         manage the operation and administration of the Plan.

8.02     Appointment, Removal or Resignation of Benefits Committee Members.
         The Board shall appoint the members of the Benefits Committee, which
         shall consist of not less than three (3) nor more than five (5)
         persons. Any member of the Benefits Committee may resign or be
         removed by the Board at any time, at which time the Board may appoint
         new members. Acceptance of appointment to the Benefits Committee or
         resignation from the Benefits Committee must be made in writing to
         the Board.

8.03     Conduct of Committee Business. The Benefits Committee shall select a
         chairman and may select a secretary (who may, but need not, be a
         member of the Benefits Committee). A majority of the members of the
         Benefits Committee at the time in office shall constitute a quorum
         for the transaction of the business at any meeting. Any determination
         or action of the Benefits Committee may be made or taken by a
         majority of the members present at any meeting, or without a meeting
         by a resolution or written memorandum concurred in by a majority of
         the members then in office.

8.04     Responsibilities of the Benefits Committee. The Benefits Committee
         shall have the power and the duty to take all action and to make all
         decisions necessary or proper to carry out the Plan. Any
         discretionary actions to be taken under the Plan by the Benefits
         Committee with respect to the classification of Employees,
         Participants, joint or contingent annuitants, beneficiaries,
         contributions, or benefits shall be uniform in their nature and
         applicable to all persons similarly situated. The powers and duties
         of the Benefits Committee shall include, but shall not be limited to,
         the following:

         (a)   To require any person to furnish such information as it may
               request for the purpose of the proper administration of the
               Plan as a condition to receiving any benefits under the Plan;

         (b)   To make and enforce such rules and regulations and prescribe
               the use of such forms as it shall deem necessary for the
               efficient administration of the Plan;

         (c)   To, in its discretion, interpret all Plan provisions and to
               determine all questions arising under the Plan, including the
               power to determine the eligibility of Employees, Participants
               and all other persons to participate in the Plan or to receive
               benefits under the Plan and to determine the amount of benefits
               payable under the Plan to any person and to remedy ambiguities,
               inconsistencies or omissions;



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<PAGE>

         (d)   To decide on questions concerning the Plan and the eligibility
               of an Employee to participate in the Plan, in accordance with
               the provisions of the Plan;

         (e)   To determine the amount of benefits which shall be payable to
               any person in accordance with the provisions of the Plan; and
               to provide a full and fair review to any Participant whose
               claim for benefits has been denied in whole or in part;

         (f)   To prepare and distribute information explaining the Plan in
               such manner as the Committee determines to be appropriate;

         (g)   To allocate any such powers and duties to or among individual
               members of the Benefits Committee;

         (h)   To designate persons other than Benefits Committee members to
               carry out any duty or power which would otherwise be a
               fiduciary responsibility of the Benefits Committee, under the
               terms of the Plan;

         (i)   Subject to the provisions of the Trust Agreement and any group
               annuity contract, to determine the manner in which the funds of
               the Plan shall be disbursed pursuant to the Plan; and

         (j)   To adopt interest rates and mortality and other tables to be
               used in all actuarial calculation required for administration
               of the Plan.

8.05     Administrative and Professional Assistance. The Benefits Committee
         may employ counsel, accountants, agents and such clerical or other
         services as it may require in carrying out the provisions of the Plan
         or in complying with the requirements imposed by ERISA.

8.06     Delegation and Reliance. To the extent permitted by law, the Benefits
         Committee and any person to whom they may delegate any duty or power
         in connection with administering the Plan, the Employer, and the
         officers and directors thereof, shall be entitled to rely
         conclusively upon, and shall be fully protected in any action taken
         or suffered by them in good faith in the reliance upon, any actuary,
         counsel, accountant, other specialist, or other person selected by
         the Company, or in reliance upon any tables, valuations,
         certificates, opinions or reports which shall be furnished by any of
         them or by the Insurance company. Further, to the extent permitted by
         law, neither the Company nor any Employer, nor the officers or
         directors thereof, nor the Benefits Committee, nor members thereof,
         shall be liable for any neglect, omission or wrongdoing of a Trustee,
         Insurance company, Investment Manager, or any other person or
         fiduciary.

8.07     Expenses of the Plan. The members of the Benefits Committee shall
         serve without compensation for their services. If appointed
         separately, the Plan Administrator may be compensated for his
         services. Administrative expenses of the Plan, such as actuarial,
         consulting and legal services, shall be paid directly by the Trust
         Fund to the extent such


                                      62
<PAGE>

         payments are permitted by law. Such expenses may, however, in the
         discretion of the Employer, be paid directly by the Employer.

8.08     Claims Procedure.  The claims procedure hereunder shall be as
         provided herein:

         (a)   Claim. A Participant or Beneficiary or other person who
               believes that he is being denied a benefit to which he is
               entitled (hereinafter referred to as "Claimant") may file a
               written request for such benefit with the Benefits Committee
               setting forth his claim. The request must be addressed to the
               Benefits Committee at the corporate office.

         (b)   Claim Decision. The Benefits Committee shall respond within
               ninety (90) days of receipt of the claim. However, the Benefits
               Committee may extend the reply period, upon written
               notification to the Claimant, for an additional ninety (90)
               days for reasonable cause. If the claim is denied in whole or
               in part, the Benefits Committee shall adopt a written opinion
               using nontechnical language calculated to be understood by the
               Participant setting forth:

               (1)  the specific reason or reasons for denial;

               (2)  the specific references to pertinent Plan provisions on
                    which the denial is based;

               (3)  a description of any additional material or information
                    necessary for the Claimant to perfect the claim and an
                    explanation of why such material or such information is
                    necessary;

               (4)  appropriate information as to the steps to be taken if the
                    Claimant wishes to submit the claim for review; and

               (5)  the time limits for requesting a review.

         (c)   Request for Review. Within sixty (60) days after the receipt by
               the Claimant of the written opinion described above, the
               Claimant may request in writing that the Benefits Committee
               review its determination. Such request shall be addressed to
               the Benefits Committee.

               The Claimant or his duly authorized representative may review
               the pertinent documents and submit issues and comments in
               writing for consideration by the Benefits Committee. If the
               Claimant does not request a review of the Plan Administrator's
               determination within such sixty- (60) day period, he shall be
               barred and stopped from challenging the Plan Administrator's
               determination.

          (d)  Review and Decision. The Benefits Committee shall review its
               determination within sixty (60) days after receipt of a
               Claimant's request for review; provided, however, that for
               reasonable cause such period may be extended to no more than

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<PAGE>

               one hundred twenty (120) days. After considering all materials
               presented by the Claimant, the Benefits Committee will render a
               written opinion, written in a manner calculated to be
               understood by the Claimant setting forth the specific reasons
               for the decision and containing specific references to the
               pertinent Plan provisions on which the decision is based.

8.09     Plan Administrator's Decision Final. Subject to applicable law, any
         interpretation of the provisions of the Plan and any decision on any
         matter within the discretion of the Plan Administrator made by the
         Plan Administrator in good faith shall be binding on all persons. A
         misstatement or other mistake of fact shall be corrected when it
         becomes known and the Plan Administrator shall make such adjustment
         on account thereof as it considers equitable and practicable.

8.10     Standard of Review. The Plan Administrator shall perform its duties
         as the Plan Administrator and in its sole discretion shall determine
         appropriate courses of action in light of the reason and purpose for
         which this Plan is established and maintained. In particular, the
         Plan Administrator shall interpret all Plan provisions, and make all
         determinations as to whether any Participant or Beneficiary is
         entitled to receive any benefit under the terms of this Plan which
         interpretation shall be made by the Plan Administrator in its sole
         discretion. Any construction of the terms of the Plan that is adopted
         by the Plan Administrator and for which there is a rational basis
         shall be final and legally binding on all parties.

         Any interpretation of the Plan or other action of the Plan
         Administrator shall be subject to review only if such interpretation
         or other action is without rational basis. Any review of a final
         decision or action of the Plan Administrator shall be based only on
         such evidence presented to or considered by the Plan Administrator at
         the time it made the decision that is the subject of review. If any
         participating Employer and/or any Eligible Employee who performs
         services for a participating Employer that is or may be compensated
         for in part by benefits payable pursuant to this Plan, such an
         individual shall be treated as agreeing with and consenting to any
         decision that the Plan Administrator makes in its sole discretion and
         further agrees to the limited standard of review described by this
         Section 8.10 by the acceptance of such benefits.

8.11     Information Required by Plan Administrator. Each person entitled to
         benefits under the Plan must file his most recent post office address
         with the Plan Administrator. Any communication, statement or notice
         addressed to any such person at the last post office address filed
         with the Plan Administrator will be binding upon such person for all
         purposes of the Plan. Each person entitled to benefits under the Plan
         also shall furnish the Plan Administrator with such documents or
         information as the Plan Administrator considers necessary or
         desirable for the purpose of administering the Plan. The Employer
         shall furnish the Plan Administrator with such data and information
         as the Plan Administrator may deem necessary or desirable in order to
         administer the Plan. The records of any Employer with respect to
         periods of employment, termination of employment and the reason
         therefor, leave of absence, re-employment and earnings will be
         conclusive on all persons unless determined by the Plan Administrator
         to be incorrect.



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<PAGE>

                                  ARTICLE IX

                           Amendment and Termination


9.01     Amendment. Except as provided herein, the Board reserves the right to
         amend or terminate this Plan at any time and in any manner. The Board
         may delegate this authority to any officer(s) of the Company. Any
         action by the Board shall be evidenced by a valid resolution. Any
         action by any officer(s) shall be evidenced by a valid officer's
         certificate. The resolutions and officer's certificates shall be
         attached to this Plan and considered a part hereof. Any modification
         or amendment shall satisfy the following rules:

         (a)   The duties and liabilities of the Trustee under the Plan cannot
               be changed substantively without its consent.

         (b)   No amendment shall reduce the amount of a Participant's account
               balance or eliminate an optional form of distribution except to
               the extent permitted under Section 412(c)(8) of the Code or
               other applicable Treasury Regulations.

         (c)   No merger or consolidation with, or transfer of assets or
               liabilities to any other plan shall be made unless each
               Participant and each other person entitled to benefits under
               the Plan shall be entitled to a benefit immediately after such
               merger, consolidation or transfer (if the plan into which such
               persons were merged, etc., then terminated) which is equal to
               or greater than the benefit such persons would have been
               entitled to receive immediately before the merger,
               consolidation or transfer (if the plan from which such persons
               were merged, etc. had then terminated).

         (d)   Under no condition shall any amendment result in the return or
               repayment to any Employer of any part of the Trust Fund or the
               income therefrom, or result in the distribution of the Trust
               Fund for the benefit of anyone other than Participants and any
               other persons entitled to benefits under the Plan.

         (e)   No modification or amendment of the Plan shall be made
               retroactively unless deemed by the Company to be necessary or
               appropriate to conform the Plan to or to satisfy the conditions
               of any law, governmental regulation or ruling or to permit the
               Plan and the Trust to meet the requirements of Sections 401,
               404 and 501 of the Code, or the corresponding provisions of any
               subsequent law.

         (f)   If the Plan's vesting schedule is changed as a result of an
               amendment, each Participant who has completed at least three
               (3) Years of Service may elect to continue to have his vested
               percentage computed in accordance with the vesting schedule in
               effect for that Participant prior to the amendment. This
               election may be made no earlier than the date the amendment is
               adopted and no later than the latest of the date that is sixty
               (60) days after the date: (i) the amendment is


                                      65
<PAGE>

               adopted; (ii) the amendment becomes effective; or (iii) the
               Participant is issued a written notice of the amendment by the
               Employer or Plan Administrator.

9.02     Termination. Although it is the intention of the Employer that this
         Plan shall be continued and that contributions to it will be made
         regularly, this Plan is entirely voluntary on the part of the
         Employer, and the continuance of the Plan and the payments thereunder
         are not assumed as a contractual obligation of the Employer. The
         Employer specifically reserves the right, in its sole and
         uncontrolled discretion and by its official and authorized act, to
         modify, to suspend (in whole or in part) or to discontinue at any
         time its contributions to this Plan. The Plan will terminate as to
         all Employers on any date specified by the Board, provided written
         notice of the termination is given to the Benefits Committee, the
         Trustee and the other Employers. The Plan will terminate as to an
         individual Employer on the first to occur of the following:

         (a)   the date it is terminated by that Employer through action taken
               by its Board of Directors;

         (b)   the date the Employer is judicially declared bankrupt or
               insolvent;

         (c)   the dissolution, merger, consolidation or reorganization of
               that Employer, the sale of a majority of the voting shares of
               that Employer by the Company, or the sale by that Employer of
               all or substantially all of its assets, except that:

               (1)  in any such event arrangements may be made with the
                    consent of the Board whereby the Plan will be continued by
                    any successor to that Employer or any purchaser of all or
                    substantially all of its assets, in which case the
                    successor or purchaser will be substituted for that
                    Employer under the Plan; and the Trust Agreement; and

               (2)  if an Employer is merged, dissolved or in any way
                    reorganized into, or consolidated with, any other
                    Employer, the Plan as applied to the former Employer will
                    automatically continue in effect without a termination
                    thereof.

9.03     Nonforfeitability on Termination, Partial Termination or
         Discontinuance of Contributions. If there is a termination or partial
         termination of the Plan with respect to any Employer, or a complete
         discontinuance of contributions to the Plan by such Employer, the
         rights of all affected Participants to benefits accrued to the date
         of such event shall be nonforfeitable.

9.04     Allocation and Distribution of Assets on Termination. On termination
         of the Plan with respect to any Employer, the Benefits Committee will
         direct the allocation and distribution of Plan assets allocable to
         Participants employed by that Employer and other persons entitled to
         benefits under the Plan. Such allocation and distribution will be
         made only after payment of or provision for all expenses and charges
         of administration applicable to the Plan, and after appropriate
         adjustment of the Accounts of Participants as


                                      66
<PAGE>

         of the date of termination in the manner described in Section 4.01.
         Each affected Participant will receive a distribution equal to the
         value of his respective Participant Accounts on the termination date.

9.05     Termination of Plan With Respect to an Adopting Company. Each
         Adopting Company reserves the right to terminate the Plan at any time
         with respect to employees of the Adopting Company by action of its
         Board of Directors. The Adopting Company shall also have the right to
         suspend contributions to the Plan at any time.

         In the event of termination of the Plan only with respect to the
         Employees of the Adopting Company, the Benefits Committee shall
         direct that the portion of the Fund attributable to Employees of the
         Adopting Company be segregated by the Trustee into a separate fund.

         The portion of the Fund which is so segregated shall be retained in a
         separate trust fund and applied in one of the following methods, at
         the discretion of the Benefits Committee:

         (a)   If the Adopting Company shall demonstrate conclusively, within
               the one-hundred eighty (180) day period immediately following
               termination of the Plan with respect to its Employees, that it
               has established a successor retirement plan and trust for the
               benefit of its Employees which is qualified under Section
               401(a) of the Code, such assets shall be transferred to the
               successor trustee.

         (b)   If the Adopting Company shall fail, within the one-hundred
               eighty (180) day period immediately following termination of the
               Plan with respect to its Employees, to establish a successor
               retirement plan and trust which is qualified under Section
               401(a) of the Code, such assets shall be distributed for the
               benefit of the Employees of the Adopting Company in accordance
               with the method described in Section 11.07 hereof.



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<PAGE>

                                   ARTICLE X

                              General Provisions


10.01    Fiduciaries. The Company and the Trustee shall be the named
         fiduciaries under this Plan and shall exercise their duties hereunder
         in accordance with the requirements of Part 4 of Title I of the
         Employee Retirement Income Security Act of 1974. No "fiduciary" under
         the Plan or the Trust Agreement shall be liable for an act or
         omission of another person in carrying out any fiduciary
         responsibility where such fiduciary responsibility is allocated to
         such other person by the Plan or the Trust Agreement except to the
         extent that such fiduciary is in violation of his duty under Section
         405(a) or 405(c)(2) of ERISA.

         The Company shall have exclusive responsibility for the specific
         matters delegated to it by the Plan. The Trustee shall have
         responsibility for management and control of the assets of the Plan
         as provided in the Trust Agreement.

10.02    Non-Alienation.

         (a)   Protected Benefits. None of the benefits under the Plan are
               subject to the claims of creditors of Participants or their
               Beneficiaries, and none will be subject to attachment,
               garnishment or any other legal process. Neither a Participant
               nor his Beneficiary may assign, sell, borrow on, or otherwise
               encumber any of his beneficial interest in the Plan and Trust
               Fund, nor shall any such benefits be in any manner liable for
               or subject to the deeds, contracts, liabilities, engagements or
               torts of any Participant or Beneficiary. If any such
               Participant or Beneficiary shall become bankrupt or attempt to
               anticipate, sell, alienate, transfer, pledge, assign, encumber
               or change any benefit specifically provided for herein, or if a
               court of competent jurisdiction enters an order purporting to
               subject such interest to the claim of any creditor, then the
               Trustee shall hold or apply such benefit to or for the benefit
               of such Participant or Beneficiary in such manner as the
               Trustee may deem proper. The foregoing shall not apply to
               judgments, orders and decrees issued after, and settlement
               agreements entered into on or after, August 5, 1997 to the
               extent permitted by Code Section 401(a)(13)(C) and (D).

         (b)   Qualified Domestic Relations Order. The foregoing Section
               10.03(a) shall also apply to the creation, assignment or
               recognition of a right under a domestic relations order, unless
               such order is determined to be a qualified domestic relations
               order as defined in Section 414(p) of the Code (and those other
               domestic relations orders permitted to be so treated by the
               Committee under the provisions of the Retirement Equity Act of
               1984).

               The Committee shall establish a written procedure to determine
               the qualified status of domestic relations orders and to
               administer distributions under such qualified orders.



                                      68
<PAGE>

10.03    Facility of Payment. In making any distribution to or for the benefit
         of any minor or incompetent Participant or Beneficiary, or any other
         Beneficiary, who, in the opinion of the Benefits Committee, is
         incapable of properly using, expending, investing or otherwise
         disposing of such distribution, then the Benefits Committee may, but
         need not, order the Trustee to make such distribution to a legal or
         natural guardian or other relative of such minor or court appointed
         committee of any incompetent, or to any adult with whom such person
         temporarily or permanently resides; and any such discretion to expend
         such distribution for the use and benefit of such person; and the
         receipt of such guardian, committee, relative or other person shall
         be a complete discharge to the Trustee, without any responsibility on
         its part or on the part of the Benefits Committee to see to the
         application thereof.

10.04    No Contract. This Plan shall not be deemed to constitute a contract
         between the Employer and any Participant or to be a consideration or
         an inducement for the employment of any Participant or Employee.
         Nothing contained in this Plan shall be deemed to give any
         Participant or Employee the right to be retained in the service of
         the Employer or to interfere with the right of the Employer to
         discharge any Participant or Employee at any time regardless of the
         effect which such discharge shall have upon such individual as a
         Participant in the Plan.

10.05    Waiver of Notice.  Any notice required under the Plan may be waived
         by the person entitled to notice.

10.06    Controlling Law. The Plan and Trust Agreement and all matters
         relating thereto shall be governed, construed and administered in
         accordance with the applicable laws of the United States and the
         State of New York except that if any trust agreement or any contract
         of insurance entered into under the Plan shall provide that it shall
         be governed, construed or administered in accordance with the laws of
         any other state, such agreement or contract shall (to the extent
         permitted by applicable law) be so governed, construed or
         administered.

10.07    Absence of Guarantee. Neither the Benefits Committee nor any Employer
         in any way guarantees the Trust Fund from loss or depreciation.
         Except as required by applicable law, the Employers do not guarantee
         any payment to any person. The liability of the Trustee or the
         Benefits Committee to make any payment under the Plan will be limited
         to the assets held by the Trustee which are available for that
         purpose.

10.08    Missing Persons. If the Benefits Committee or Trustee is unable to
         make payment to any Participant or other person to whom a payment is
         due under the Plan because it cannot ascertain the identity or
         whereabouts of such Participant or other person after reasonable
         efforts have been made to do so, (including mailing the payment to
         the last known address of such Participant or such other person as
         shown on the records of the Employer), such payment and any
         subsequent payments otherwise due shall be forfeited twenty-four (24)
         months after the date such payment first became due; provided,
         however, that such payment and any subsequent payments shall be
         reinstated


                                      69
<PAGE>

         retroactively, not later than sixty (60) days after the
         date on which the Participant or such other person entitled to
         payment is identified or located.

10.09    Non-Diversion.  There shall be no diversion of any portion of the
         assets of the Trust Fund other than for the exclusive
         benefit of Participants and their Beneficiaries.

10.10    Return of Contributions. All Employer contributions are made
         conditioned upon their deductibility for federal income tax purposes
         under Section 404 of the Code and upon continuing qualification of
         the Plan under Section 401 of the Code. Amounts contributed by an
         Employer shall be returned to the Employer under the following
         conditions:

         (a)   If a contribution was made by an Employer by a mistake of fact,
               the excess of the amount of such contribution over the amount
               that would have been contributed had there been no mistake of
               fact shall be returned to the Employer within one year after
               the payment of the contribution;

         (b)   If the Plan does not qualify under Section 401 of the Code,
               contributions made by an Employer shall be returned to the
               Employer within one (1) year after the date of denial of
               initial qualification of the Plan, provided that an application
               for determination is made by the time prescribed by law for
               filing the Employer's federal income tax return for the taxable
               year in which the Plan was adopted or such later date as the
               Secretary of the Treasury may prescribe; and

         (c)   If an Employer makes a contribution which is not deductible
               under Section 404 of the Code, such contribution (but only to
               the extent disallowed) shall be returned to the Employer within
               one year after the disallowance of the deduction.

         Earnings attributable to the contribution shall not be returned to
         the Employer, but losses attributable to such excess contribution
         must reduce the amount to be so returned.

10.11    Litigation by Participants or Beneficiaries. If a Participant or
         other person brings a legal action against the Trustee, one or more
         Employers, and/or the Benefits Committee (or any member or members
         thereof), and such action person results adversely to that person, or
         if a legal action arises because of conflicting claims to a
         Participant's or other person's benefits, the costs borne by the
         Trustee, the Employers, the Benefits Committee (or any member or
         members thereof) in defending the action will be charged, to the
         extent permitted by law, to the amounts involved in the action or
         which were payable to the Participant or other person concerned.



                                      70
<PAGE>

                                  ARTICLE XI

                             Top Heavy Provisions


The following provisions shall become effective in any year in which the Plan
is determined to be a Top Heavy Plan.

11.01    Determination of Top Heavy. The Plan will be considered a Top Heavy
         plan if, as of the Determination Date, the sum of the present value
         of the Accounts for all Key Employees exceeds sixty percent (60%) of
         a similar sum for all Participants, or if the Plan is part of a
         Required Aggregation Group and the Required Aggregation Group is Top
         Heavy.

         (a)   Determination Date with respect to a Plan Year means the last
               day of the immediately preceding Plan Year or in the case of
               the first Plan Year, the Determination Date means the last day
               of such Plan Year.

         (b)   The Present Value shall be the sum of (i) the Participant's
               account balances determined as of the most recent Valuation
               Date that is within the twelve (12) month period ending on the
               Determination Date; (ii) the adjustment for contributions due
               as of the Determination Date; (iii) the aggregate distributions
               made with respect to such Employee during the five (5) year
               period ending on the Determination Date; and (iv) distributions
               under a terminated plan which, if it had not been terminated,
               would have been required to be included in an Aggregation
               Group.

         (c)   Key Employee means any Employee (or the Beneficiary of such
               Employee) who, at any time during the Plan Year or any of the
               four (4) preceding Plan Years, is:

               (1)  an officer of the Employer whose annual Compensation from
                    the Employer is greater than fifty percent (50%) of the
                    amount in effect under Section 415(b)(1)(A) of the Code
                    for any such Plan Year; provided, however, that no more
                    than fifty (50) Employees (or if less, the greater of
                    three (3) Employees or ten percent (10%) of the Employees)
                    shall be considered officers.

               (2)  one of the ten (10) Employees whose annual Compensation
                    from the Employer is more than the dollar limitation in
                    effect under Section 415(c)(1)(A) of the Code and owning
                    (or considered as owning within the meaning of Section 318
                    of the Code) both more than one-half percent (1/2%)
                    interest and the one of the ten (10) largest interests in
                    the Employer. If two (2) Employees have the same interest
                    in the Employer, the Employee having the greater annual
                    Compensation from the Employer shall be treated as having
                    a larger interest.

               (3)  a five percent (5%) owner of the Employer, or



                                      71
<PAGE>
               (4)  a one percent (1%) owner of the Employer having annual
                    Compensation from the Employer of more than one hundred
                    fifty thousand dollars ($150,000).

               The aggregation rules of Section 414(b), (c), and (m) of the
               Code do not apply for purposes of determining ownership in the
               Employer.

         (d)   The Required Aggregation Group means (i) each qualified plan of
               the Employer in which a Key Employee is a Participant, and (ii)
               each other qualified plan that enables any of the above plans
               to meet the requirements of Section 401(a)(4) or 410 of the
               Code.

         (e)   The Permissive Aggregation Group. The Employer may treat any
               plan not required to be included in the Required Aggregation
               Group as defined herein as being part of such group if the
               group would continue to meet the requirements of Sections
               401(a)(4) and 410 of the Code with the plan being taken into
               account.

         (f)   Rollover Deposits. Except as provided in Treasury regulations,
               any Rollover Deposits (or similar transfer) initiated by the
               Employee to a plan in the Aggregation Group shall not be taken
               into account with respect to the transferee plan for purposes
               of determining whether this Plan is Top Heavy.

         (g)   No Services for Five Years. The account of an individual who
               has not performed services for any Employer maintaining the
               plan at any time during the five- (5) year period ending on the
               Determination Date shall not be considered for purposes of this
               Section.

         (h)   Non-Key Employee means any Employee (and any Beneficiary of an
               Employee) who does not meet the definition of Key Employee. If
               an individual is a Non-Key Employee with respect to any plan
               for any Plan Year but such individual was a Key Employee with
               respect to such plan for any prior Plan Year, any accrued
               benefit of such Employee (and the account of such Employee)
               shall not be taken into account in this Section.

         (i)   Compensation for purposes of this Article means Total
               Compensation.

11.02    Minimum Employer Contribution.

         (a)   The sum of the Employer contributions allocated to the Account
               of each Participant who is a Non-Key Employee for each Plan
               Year for which the Plan is determined to be Top Heavy shall not
               be less than the smallest of (i) three percent (3%) of such
               Participant's Discrimination Compensation or (ii) a percentage
               of the Participant's Discrimination Compensation for the Plan
               Year that is the same percentage as the greatest percentage of
               Discrimination Compensation allocated (as Employer
               contributions and forfeitures) to the account of any Key
               Employee.


                                      72
<PAGE>

               Amounts contributed pursuant to a salary reduction agreement
               shall be included in determining the amount contributed on
               behalf of a Key Employee when the minimum contribution is less
               than three percent (3%) of Discrimination Compensation but
               shall not be taken into account as an Employee contribution for
               the purposes of this Section.

         (b)   Subsection (a) shall not apply in any Plan Year in which each
               Participant who is a Non-Key Employee has a benefit under a
               defined benefit plan maintained by the Employer that: (i) meets
               the benefit requirements of Section 416(c)(1) of the Code; and
               (ii) is guaranteed under the defined benefit plan under
               provisions intended to take effect in any year during which
               such plan is Top Heavy. A defined benefit plan shall be
               considered for purposes of this subsection only if it is in the
               aggregation group of which this Plan is a part.

         (c)   In any Plan Year in which this Plan is Top Heavy, the Benefits
               Committee may limit allocations of Employer contributions to
               Key Employees, in a uniform manner, as a maximum dollar amount
               or as a maximum percentage of compensation. No action by the
               Benefits Committee under this Subsection shall increase the
               benefits of any Key Employee.

         (d)   Company Matching Deposits and Qualified Nonelective
               Contributions may be treated as Employer contributions for
               purposes of Section 11.02(a). Provided, however, that Company
               Matching Deposits used to satisfy the minimum contribution
               requirements with respect to Non-Key Employees must meet the
               nondiscrimination requirements of Section 401(a)(4) of the Code
               without regard to Section 401(m) and may not be included as
               Matching Deposits or as Qualified Matching Contributions for
               the purposes of the ADP or ACP Test.

11.03    Vesting.

         (a)   For any Plan Year in which this Plan is Top Heavy, and for each
               Plan Year thereafter, each Participant's Vesting Percentage
               shall be not less than the amount shown on the following table:

                     Completed               Vesting Percentage
                     Years of                  Applicable to
                      Service                 Company Deposits

                        0-1                          0%
                         2                          20%
                         3                          40%
                         4                          60%
                         5                         100%



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<PAGE>

         (b)   Notwithstanding the above, the Vested Percentage of a
               Participant's Accrued Benefit shall not be less than the Vested
               Percentage determined as of the last day of the last Plan Year
               in which the Plan was not Top-Heavy.

         (c)   In the event the Plan becomes Top-Heavy, each Participant who
               has completed at least three (3) Years of Service may elect to
               continue to have his Vesting Percentage computed in accordance
               with the vesting schedule in effect before the Plan becomes
               Top-Heavy.

11.04    Impact on Maximum Benefits. In the event that the aggregate of the
         sum of the Accounts of Participants who are Key Employees under the
         Plan exceeds ninety percent (90%) of the aggregate of the sum of the
         Accounts of all Participants, Section 3.05 shall be modified by
         substituting "one hundred percent (100%)" for "one hundred twenty-five
         percent (125%)" wherever it appears therein.

         In the event that the aggregate of the sum of the Accounts of
         Participants who are Key Employees under the Plan exceeds sixty
         percent (60%) but is not more than ninety percent (90%) of the
         aggregate of the sum of the Accounts of all Participants, Section
         11.02(a) shall be modified by substituting "four percent (4%)" for
         "three percent (3%)" wherever it appears therein.



                                      74
<PAGE>

                                  ARTICLE XII

                    Adoption of the Plan by Other Entities


12.01    Adoption of Plan. Any subsidiary, affiliate company, or other entity
         may, in the future, adopt this Plan for all or a portion of its
         employees, provided that the Board approves such participation and
         the basis of such participation is set forth in a Participation
         Agreement by and between such Participating Employer and the Board.

         The Participation Agreement may modify any of the terms of the Plan
         as applied to employees of such entity. The administrative powers and
         control of the Company as provided in the Plan shall not be deemed
         diminished under the Plan by reason of the participation of other
         companies in the Plan. However, each Participating Employer shall
         have the obligation to pay the contributions for its own employees
         and no other corporation shall have such obligation.

12.02    Withdrawal from Plan. A Participating Employer may withdraw at any
         time from the Plan without affecting the other Participating
         Employers by complying with the appropriate provisions of the Plan
         and Trust. The Board may, at its discretion, terminate a
         Participating Employer's participation in the Plan at any time, when
         in its judgment, such Participating Employer fails or refuses to
         discharge its obligations under the Plan, or if amendments to the
         Plan applicable to such Participating Employer are not deemed to be
         in the best interests of the Plan as a whole.



                                      75
<PAGE>

                                 ARTICLE XIII

                                  The Trustee


13.01    General Duties. The Company and the Trustee(s) shall establish one or
         more Trusts pursuant to the terms of the Plan and shall hold all
         property received by it hereunder and shall manage, invest and
         reinvest the portion of the Trust Fund allocated thereto, collect the
         income thereof, and make payments therefrom, all as provided in the
         Plan. Plan assets not designated as held pursuant to another Trust
         Agreement shall be held pursuant to the trust provisions of this
         Article. Plan assets designated as held pursuant to another Trust
         Agreement shall be held pursuant to the provisions of such agreement
         and this Section 13.01.

         Except as provided in ERISA Section 405, the Trustee under each Trust
         shall be responsible only for the property actually received by it
         hereunder. It shall have no duty or authority to compute any amount
         to be paid to it by the Employer or to bring any action or proceeding
         to enforce the collection from the Employer of any contribution to
         the Trust Fund.

         Title to the portion of the Trust Fund allocated to a Trustee,
         including all funds and investments held under a Trust Agreement by
         the applicable Trustee, shall be and remain in the Trustee, and no
         Participant, Retired Participant or Beneficiary shall have any legal
         or equitable right or interest in the Trust Fund except to the
         extent that such rights or interests are expressly granted under the
         provisions of the Plan.

13.02    General Powers. Subject to the provisions of Section 10.03, the
         Trustee shall have all the powers necessary for the performance of
         its duties as Trustee. The Trustee shall have the following powers
         and immunities and be subject to the following duties:

         (a)   The Trustee shall receive all contributions hereunder and apply
               such contributions as hereinafter set forth. The Trustee shall
               have the custody of and safely keep all cash, securities,
               property and investments received or purchased in accordance
               with the terms hereof.

         (b)   Subject to any limitations that may be contained elsewhere in
               the Plan, the Trustees shall take control and management of the
               Trust Fund and shall hold, sell, buy, exchange, invest and
               reinvest the corpus and income of the Trust Funds. All
               contributions paid to the Trustees under the Plan shall be held
               and administered by the Trustees in accordance with Section
               13.09, hereof, provided that if the Trust is not divided into
               two or more funds pursuant to Section 13.09, then all


                                      76
<PAGE>

               such contributions shall be held and administered by the
               Trustee as a single Trust Fund, and the Trustees shall not be
               required to segregate and invest separately any part of the
               Trust Fund representing accruals or interests of individual
               Participants in the Plan.

         (c)   The Trustee may invest and reinvest the funds of the Trust Fund
               which are transferred from predecessor plans ("the Transferred
               Fund") in any property, real, personal or mixed, wherever
               situate, and whether or not productive of income or consisting
               of wasting assets, including, without limitation, common and
               preferred stock, bonds, notes, debenture, leaseholds, mortgages
               (including without limitation, any collective or part interest
               in any bond and mortgage or note and mortgage), certificates of
               deposit, and oil, mineral or gas properties, royalties,
               interests or rights (including equipment pertaining thereto),
               without being limited to the classes of property in which
               trustees are authorized by law or any rule of court to invest
               trust funds and without regard to the proportion any such
               property may bear to the entire amount of the Trust Fund.

         (d)   The Trustee may sell of exchange any property or asset of the
               Trust Fund at public or private sale, with or without
               advertisement, upon terms acceptable to the Trustee and in such
               manner as the Trustee may deem wise and proper. The proceeds of
               any such sale or exchange may be reinvested as is provided
               hereunder. The purchaser of any such property from the Trustee
               shall not be required to look to the application of the
               proceeds of any such sale or exchange by the Trustee.

         (e)   The Trustee shall have full power to mortgage, pledge, lease or
               otherwise dispose of the property of the Trust Fund without
               securing any order of court therefor, without advertisement,
               and to execute any instrument containing any provisions which
               the Trustee may deem proper in order to carry out such actions.
               Any such lease so made by the Trustee shall be binding,
               notwithstanding the fact that the term of the lease may extend
               beyond the termination of the Plan.

         (f)   The Trustee shall have the power to borrow money upon terms
               agreeable to the Trustee and pay interest thereon at rates
               agreeable to the Trustee, and to repay any debts so created.

         (g)   The Trustee may participate in the reorganization,
               recapitalization, merger or consolidation of any corporation
               wherein the Trustee may own stock or securities and may deposit
               such stock or other securities in any voting trust, or with the
               depositories designated thereby, and may exercise any
               subscription rights or conversion privileges, and generally may
               exercise any of the powers of any owner with respect to any
               stock or other securities or property comprising the Trust
               Fund.

         (h)   The Trustee may, subject to Section 13.04 hereof, vote any
               share of stock which the Trustee may own from time to time.

                                      77
<PAGE>

         (i)   The Trustee shall not be responsible for the adequacy of the
               Trust Fund to discharge any and all payments under the Plan.
               All persons dealing with the Trustee are released from inquiry
               into the decision or authority of the Trustee to act.

         (j)   The Trustee may hold stocks, bonds, or other securities in his
               own name as Trustee, with or without the designation of said
               trust estate, or in the name of a nominee selected by it for
               the purpose, but said Trustee shall, nevertheless, be obligated
               to account for all securities received by it as part of the
               corpus of the trust estate herein created, notwithstanding the
               name in which the same may be held.

         (k)   The Trustee may consult with legal counsel (who may be of
               counsel to the Employer of the Benefits Committee) concerning
               any questions which may arise with reference to the
               construction of this Plan, its duties hereunder, or any actions
               which it proposes to take or omit.

         (l)   The Trustee may employ such counsel, accountants and other
               agents as it shall deem advisable. The Trustee may charge the
               compensation of such counsel, accountants and other agents and
               the Trustee's compensation for its services in such amounts as
               may be agreed upon from time to time by the Employer and the
               Trustee, and any other expenses necessary in the administration
               of this Plan against the Trust Fund to the extent they are not
               paid by the Employer. Brokerage commissions, transfer taxes and
               other charges and expenses in connection with the purchase or
               sale of securities shall be added to the cost of such
               securities or deducted from the proceeds thereof, as the case
               may be.

         (m)   The Trustee shall have the power to designate a bank or trust
               company as depository of the funds or property of the Trust and
               also to retain investment counsel, and the Trustee may deposit
               funds in its commercial banking department without making bond.

         (n)   Without diminution or restriction of the powers vested by law
               or elsewhere in this Plan, and subject to all the provisions of
               the Plan, the Trustee, without the necessity of procuring any
               judicial authorization therefor or approval thereof, shall be
               vested with and, in the application of its best judgment and
               discretion on behalf of the beneficiaries of this Plan, shall
               be authorized to exercise all or any of the powers specifically
               permitted by statute or judicial decision in the State of
               Tennessee.

13.03    Appointment of Investment Manager; Group Annuity Contract. The
         Investment Committee of the Company's Board (the "Investment
         Committee") may from time to time appoint one or more investment
         managers (individually or collectively, the "Investment Manager")
         which shall meet the requirements set forth in Section 3(38) of the
         Employee Retirement Income Security Act of 1974 to effect in its sole
         discretion the investment


                                      78
<PAGE>

         powers set forth in paragraphs (c) through (i) of Section 13.02
         hereof, with respect to all or any portion of the Transferred Fund,
         as shall be designated by the Investment Committee, to the same
         extent as the Trustee could otherwise do itself. The powers
         conferred by paragraphs (c) through (i) of Section 13.02 hereof,
         shall be exercised by the Trustee with respect to any portion of the
         Transferred Fund managed by the Investment Manager only when, if and
         in the manner directed by the Investment Manager.

         The Trustee shall have no duty to question any direction of the
         Investment Manager with respect to the portion of the Transferred
         Fund managed by the Investment Manager or to review any securities or
         property held in such portion, or to make any suggestions with
         respect to the investment and reinvestment of such portion. The
         Trustee shall be fully protected in acting in accordance with the
         directions of the Investment Manager or for failing to act in the
         absence of such directions.

         All or any portion of the Transferred Fund, as shall be designated by
         the Investment Committee, shall be invested and reinvested under a
         group annuity or similar type of insurance contract or contracts
         which the Trustee shall have entered into with an insurance company
         at the direction of the Investment Committee.

13.04    Reliance on Benefits Committee and Employer. Until notified pursuant
         to Article VIII hereof, that any Benefits Committee member or other
         person authorized to act for the Benefits Committee has ceased to act
         or is no longer authorized to act for the Committee, the Trustee may
         continue to rely on the authority of such member or other person. The
         Trustee may rely upon any certificate, notice or direction purporting
         to have been signed on behalf of the Benefits Committee which the
         Trustee believes to have been signed by the Benefits Committee or the
         person or persons authorized to act for the Committee. The Trustee
         may rely upon any certificate, notice or direction of the employer
         which the Trustee believes to have been signed by a duly authorized
         officer or agent of the Employer. The Trustee may request
         instructions in writing from the Committee on other matters and may
         rely and act thereon.

13.05    Accounts and Reports. The Trustee shall keep an accurate record of
         its administration of the Trust Fund, including a detailed account of
         all investments, receipts and disbursements, and other transactions
         hereunder. All accounts, books and records relating hereto shall be
         open for inspection to any person designated by the Benefits
         Committee or the Company at all reasonable times. Within sixty (60)
         days following the close of each Plan Year, the Trustee shall file
         with the Benefits Committee a written report setting forth all
         investments, receipts and disbursements and other transactions during
         the Plan Year, and such report shall contain an exact description of
         all securities purchased, exchanged or sold, the cost or net proceeds
         of sale, and shall show the securities and investments held at the
         end of such Plan Year, and the cost and fair market value of each
         item thereof, as carried on the books of the Trustee.

         The Trustee shall also provide the Company and the Benefits Committee
         with such other information in its possession as may be necessary for
         the Benefits Committee to comply with the reporting and disclosure
         requirements of ERISA.



                                      79
<PAGE>

         Upon the expiration of ninety (90) days from the date of filing such
         report and to the maximum extent permitted by federal regulations,
         the Trustee shall be forever released and discharged from all
         liability and accountability to anyone with respect to the recording
         of its acts and transactions shown in such statement, except with
         respect to any such acts or transactions as to which the Company or
         Benefits Committee shall file with the Trustee written objections
         within such ninety (90) day period.

13.06    Disbursements.  The Trustee, upon written instructions from the
         Benefits Committee, shall make distributions and/or payments,
         including monthly payments, to the Participants, Retired
         Participants, and Beneficiaries who qualify for such benefits. The
         Trustee shall have no liability to the Employer, the Committee or any
         other person in making such distributions and/or payments. The
         Trustee shall not be required to determine or make any investigation
         to determine the identity or mailing address of any person entitled
         to benefits under the Plan and shall have discharged its obligation
         in that respect when it shall have sent checks and other papers by
         ordinary mail to such person or persons at such addresses as may be
         certified to it in writing by the Committee.

13.07    Authority of Trustee. At no time during the administration of the
         Trust Fund shall the Trustee be required to obtain any court approval
         of any act required of it in connection with the performance of its
         duties or in the performance of any act required of it in the
         administration of its duties as Trustee. The Trustee shall have full
         authority to exercise its judgment in all matters and at all times
         without court approval of such decisions; provided, however, that if
         any application to, or proceeding or action in, the courts is made,
         only the Company and the Trustee shall be necessary parties, and no
         Participant in the Plan or other person having an interest in the
         Trust Fund shall be entitled to any notice or service of process,
         subject to applicable federal regulations. Any judgment entered in
         such proceeding or actions shall be conclusive upon all persons
         claiming an interest under the Trust Fund.

13.08    Trust Funds.

         (a)   The Trust Fund may be divided into separate funds as
               repositories for limited types of investments under this Plan.
               The Trustee, with the approval of the Benefits Committee, may
               establish additional funds as it deems necessary or desirable
               in the ongoing operation of the Plan. The Trustee shall also,
               with the approval of the Benefits Committee, have the authority
               to abolish said fund(s) and to take all actions necessary in
               reinvesting the cash or property of said abolished fund(s) in
               any of the remaining fund(s).

         (b)   The Company may also appoint a separate Trustee or Trustees to
               act as Trustee solely over the cash or property invested in any
               particular fund. In such case, said Trustee shall be solely
               responsible for its powers and duties, in accordance with this
               Article XIII, as they relate to that particular fund. The
               Trustee shall have no responsibility or liability for the
               actions of any other Trustees over any other such fund(s).



                                      80
<PAGE>

         (c)   The decision of the Trustee of a particular fund as to whether
               an investment is of a nature that may be purchased or retained
               for its separate fund shall be conclusive upon any and all
               persons.


                                      81
<PAGE>
                                                                 Exhibit 23.1

                       [Letterhead of Deloitte & Touche]

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement of
Willis North America Inc. on Form S-8 of our report on Willis Group Limited
dated March 30, 2001, appearing in the Annual Report on Form 20-F of Willis
Group Limited for the year ended December 31, 2000.

/s/ Deloitte & Touche

DELOITTE & TOUCHE

August 13, 2001
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "WILLIS NORTH AMERICA INC.", "secsgml_size_bytes": 230634}]
{"company-data": {"conformed-name": "WILLIS NORTH AMERICA INC", "cik": "0001081003", "assigned-sic": "6411", "irs-number": "135654526", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67466", "film-number": "1710033"}, "business-address": {"street1": "26 CENTURY BOULEVARD", "street2": "P O BOX 305026", "city": "NASHVILLE", "state": "TN", "zip": "37214", "phone": "6158723000"}, "mail-address": {"street1": "26 CENTURY BOULEVARD", "street2": "P O BOX 305026", "city": "NASHVILLE", "state": "TN", "zip": "37214"}, "former-company": {"former-conformed-name": "WILLIS CORROON CORP", "date-changed": "19990302"}}
As filed with the Securities and Exchange Commission on August 14, 2001
                                                       Registration No. 333-
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           WILLIS NORTH AMERICA INC.
            (Exact name of Registrant as specified in its charter)

          Delaware                                      135654526
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                    Identification Number)

                                 P.O. Box 305026
                             Nashville, TN 37230-5026
                                 (615) 872-3000
   (Address, including zip code, of Registrant's principal executive office)

       Willis North America Inc. Financial Security Partnership Plan
                             (Full title of the Plan)

                                Mary E. Caiazzo
                           Willis North America Inc.
                                P.O. Box 305026
                           Nashville, TN 37230-5026
                                (615) 872-3006
           (Name, address, including zip code, and telephone number,
            including area code, of Registrant's agent for service)

                                  Copies to:
                              Stephen W. Fackler
                          Simpson Thacher & Bartlett
                             3330 Hillview Avenue
                              Palo Alto, CA 94304
                                (650) 251-5000

                        CALCULATION OF REGISTRATION FEE

===================  ============  ============== ===============  ============
                                     Proposed        Proposed
                                      Maximum         Maximum        Amount of
Title of Securities  Amount to be  Offering Price    Aggregate     Registration
to be Registered     Registered     Per Share      Offering Price      Fee
-------------------  ------------  --------------  --------------  ------------
-------------------  ------------  --------------  --------------  ------------
Interests in the
 Plan...........     Indeterminate(1)    N/A           N/A            N/A
-------------------  ------------  --------------  --------------  ------------

    (1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement covers an indeterminate amount of interests to be
    offered or sold pursuant to the employee benefit plan described herein.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Willis Group Limited, the parent company
of Willis North America Inc. (the "Company" or "Registrant") with the
Securities and Exchange Commission (the "Commission") are hereby incorporated
by reference in this Registration Statement.

         (a)      The annual report of Form 20-F for the period ending
                  December 31, 2000, for Willis Group Limited, a parent
                  company of the Registrant, which contains audited financial
                  statements for Willis Group Limited and its consolidated
                  subsidiaries, including the Registrant, for the latest
                  fiscal year of Willis Group Limited for which such
                  statements have been filed.

         (b)      Reports of Willis Group Limited on Form 6-K dated
                  April 6, 2001, May 15, 2001 and May 23, 2001.

     All documents filed by the Company or Willis Group Limited pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement indicating that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, liens, and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative, or
investigative (other than action by or in the right of the corporation a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
the defense or settlement

                                      2
of such actions, and the statute requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation.

     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duties as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve international
misconduct or a knowing violation of law, (iii) for improper payment of
dividends or redemptions of shares, or (iv) for any breach of a director's
duty of loyalty to the company or its stockholders. Article Thirteen of Willis
North America Inc.'s Amended Certificate of Incorporation includes such a
provision.

     The directors and officers of Willis North America Inc. are covered by
the liability insurance for directors and officers maintained by Willis Group
Limited.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         4.1  Certificate of Incorporation of the Company (incorporated by
              reference to Exhibit 3.1 to Registration No. 333-74483)

         4.2  Bye-Laws of the Company (incorporated by reference to Exhibit 3.2
              to Registration No. 333-74483)

         4.3  Willis North America Inc. Financial Security Partnership Plan
              (filed herewith)

         23.1 Consent of Deloitte & Touche (filed herewith)

         24.1 Power of Attorney (included on signature page to this
              Registration Statement)

     In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA, or an Internal Revenue Service ("IRS") determination
letter that the Plan is qualified under Section 401 of the Code, the
Registrant hereby undertakes to cause the Plan to be submitted and any
amendments thereto to the IRS in order to qualify the Plan and the Registrant
undertakes to cause all changes to be made which are required by the IRS in
order to qualify the Plan.

Item 9.  Undertakings.

     The Company hereby undertakes:

(a)   (1) To file, during any period in which offers or sales are being made,
      a post-effective amendment to this Registration Statement:

         (i)  to include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933 (the "Act");

         (ii) to reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    registration statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any

                                      3
deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Commission
    pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than 20 percent change in the maximum aggregate
    offering price set forth in the "Calculation of Registration Fee" table in
    the effective registration statement; and

         (iii) to include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or any
    material change to such information in the registration statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
    apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
    and the information required to be included in a post-effective amendment
    by those paragraphs is contained in periodic reports filed by the Company
    pursuant to Section 13 or Section 15(d) of the Exchange Act that are
    incorporated by reference in this post-effective amendment.

     (2) That, for the purpose of determining any liability under the Act,
     each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered hereby which remain unsold at the
     termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions of the Certificate of Amendment, Certificate of
Incorporation of the Registrant and the provisions of Delaware law described
under Item 6 above, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                      4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, Tennessee on the 14th day
of August, 2001.

                                  WILLIS NORTH AMERICA INC.

                                  By:   /s/ Brian D. Johnson
                                        --------------------------------------
                                        Name: Brian D. Johnson
                                        Title: Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Mary E. Caiazzo, Charles D.
Hamilton and C. William Mooney and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him in his name, place and stead, in any and all
capacity, in connection with this Registration Statement, including to sign
and file in the name and on behalf of the undersigned as director or officer
of the Registrant any and all amendments or supplements (including any and all
stickers and post-effective amendments) to this Registration Statement, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorney-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and things requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

                                      5
Signature                  Title                               Date

/s/ Joseph J. Plumeri     Executive Chairman                    August 14, 2001
------------------------
Joseph J. Plumeri         (principal executive officer)

/s/ Charles D. Hamilton   Chief Financial Officer and Director  August 14, 2001
------------------------
Charles D. Hamilton       (principal accounting officer)

/s/ Brian D. Johnson      Chief Executive Officer and Director  August 14, 2001
------------------------
Brian D. Johnson

/s/ Mary E. Caiazzo          Director                           August 14, 2001
------------------------
Mary E. Caiazzo

                                      6
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the administrators of the Willis North America Inc. Financial
Security Partnership Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized as of the
14th day of August, 2001.

WILLIS NORTH AMERICA INC. FINANCIAL SECURITY PARTNERSHIP PLAN

/s/ Charles D. Hamilton
--------------------------------------------
Charles D. Hamilton, Plan Representative

                                      7
INDEX TO EXHIBITS

   Exhibit
   Number                       Description

     4.1       Certificate of Incorporation of the Company (incorporated by
               reference to Exhibit 3.1 to Registration No. 333-74483)

     4.2       Bye-Laws of the Company (incorporated by reference to Exhibit
               3.2 to Registration No. 333-74483)

     4.3       Willis North America Inc. Financial Security Partnership Plan
               (filed herewith)

     23.1      Consent of Deloitte & Touche (filed herewith)

     24        Power of Attorney (included on signature page to this
               Registration Statement)

                                      8
Exhibit 4.3

                           WILLIS NORTH AMERICA INC.

                      FINANCIAL SECURITY PARTNERSHIP PLAN

               As Amended and Restated Effective October 1, 1999

                                      9
Table of Contents

                                                                           Page

Introduction                                                               11

Article I         Definitions                                              12

Article II        Eligibility to Participate                               25

Article III       Contributions                                            27

Article IV        Participant Accounts and Investment Funds                45

Article V         Vesting and Forfeitures                                  48

Article VI        Distributions                                            51

Article VII       In-Service Withdrawals                                   56

Article VIII      Plan Administration                                      61

Article IX        Amendment and Termination                                65

Article X         General Provisions                                       68

Article XI        Top Heavy Provisions                                     71

Article XII       Adoption of the Plan by Other Entities                   75

Article XIII      The Trustee                                              76

                                      10
INTRODUCTION

                           Establishment of the Plan

     The Willis Corroon Corporation Financial Security Partnership Plan was
first established effective January 1, 1986 as the Corroon & Black Financial
Security Partnership Plan by Corroon & Black Corporation for the benefit of
its eligible employees. Prior to 1986, this Plan was known as "The Corroon &
Black Corporation Thrift Plan," the "Corroon & Black Employees' Savings and
Stock Investment Plan," and the "Corroon & Black of Tennessee, Inc. Employee
Incentive Thrift Plan." It was amended and restated to be generally effective
January 1, 1989, except that the provisions of Article III, unless otherwise
specified, were generally effective January 1, 1987. Willis Corroon
Corporation is the successor by merger to Corroon & Black Corporation, and
effective November 1, 1990, the name of the Plan was changed to the Willis
Corroon Corporation Financial Security Partnership Plan. The Plan was further
amended and restated effective October 1, 1997 and September 18, 1998. The
Plan has now been amended and restated to be generally effective October 1,
1999, except as otherwise provided herein.

     The rights and benefits of Participants shall be determined as provided
herein, except as specifically provided or changed by subsequent amendment.
The document in effect prior to this amendment and restatement shall govern
the rights and benefits of Participants who separated from service prior to
the effective date.

     The Plan has been amended and restated to comply with the Tax Reform Act
of 1986 and certain other laws and regulations including, without limitation,
the Unemployment Compensation Amendments of 1992, the Omnibus Budget
Reconciliation Act of 1993, the Retirement Protection Act of 1994, the Small
Business Jobs Protection Act of 1996, the Taxpayer Relief Act of 1997, and the
Internal Revenue Service Restructuring and the Reform Act of 1998 which have
become effective since the Plan was last amended. It is intended that the
Plan, together with the Trust Agreement, meet all the requirements of ERISA as
amended and qualify under Sections 401(a) and 501(a) of the Code. The Plan
shall be interpreted, wherever possible, to comply with the terms of the Code,
ERISA and all regulations and rulings issued thereunder.

                                      11
ARTICLE I

                                  Definitions

As used herein, the following words and phrases have the meanings ascribed to
them in Article I unless a different meaning is plainly required by the
context. Some of the words and phrases used in the Plan are not defined in
this Article I, but, for convenience, are defined as they are introduced into
the text. Words in the masculine gender shall be deemed to include the
feminine gender and words in the feminine gender shall be deemed to include
the masculine gender. Nouns and pronouns when stated in the singular shall
include the plural and when stated in the plural shall include the singular
whenever appropriate. Any headings used herein are included for ease of
reference only, and are not to be construed so as to alter any of the terms of
the Plan.

1.01      Accrued Benefit or Benefit means the sum of the balances in the
          Participant's Before-Tax Deposit Account, Company Matching Deposit
          Account, Special Company Basic Deposit Account, After-Tax Deposit
          Account, Deductible Contribution Account, Rollover Account,
          Predecessor Plan Company Matching Deposit Account and Prior Plan
          Account.

1.02      Actual Contribution Percentage means, with respect to a specified
          group of Employees, the average of the Actual Contribution Ratios
          calculated separately for each Employee in that group. The Actual
          Contribution Percentage for each group shall be calculated to the
          nearest one one-hundredth of one percent.

1.03      Actual Contribution Ratio means for any Employee, the ratio of (a)
          the sum of the Employee's Company Matching Deposits for that Plan
          Year (excluding any Company Matching Deposits forfeited under the
          provisions of Sections 3.05 and 3.06), to (b) his or her
          Discrimination Compensation for that entire Plan Year; provided that,
          upon the direction of the Plan Administrator, Discrimination
          Compensation for a Plan Year shall only be counted if received during
          the period an Employee is, or is eligible to become, a Participant.
          The ratio determined for each Employee in the group shall be
          calculated to the nearest one one-hundredth of one percent. A Company
          Matching Deposit will be taken into account for a Plan Year only if
          it is: (i) made on account of a Before-Tax Deposit for the Plan Year;
          (ii) allocated to the Participant's account as of a date within that
          Plan Year; and (iii) paid to the Fund by the end of the twelfth month
          following the close of that Plan Year. Qualified Matching
          Contributions which are used to meet the requirements of Code Section
          401(k)(3)(A) are not to be taken into account in determining the
          Actual Contribution Ratio.

1.04      Actual Deferral Percentage means, with respect to a specified group
          of Employees, the average of the Actual Deferral Ratios calculated
          separately for each Employee in that group. The Actual Deferral
          Percentage for each group shall be calculated to the nearest one
          one-hundredth of one percent.

1.05      Actual Deferral Ratio means, for any Employee, the ratio of (a) the
          amount of Before-Tax Deposits made pursuant to Section 3.01(a) for a
          Plan Year (including Before-Tax Deposits

                                      12
returned to a Highly Compensated Employee under Section 3.05), to
          (b) the Employee's Discrimination Compensation for that entire Plan
          Year, provided that, upon the direction of the Plan Administrator,
          Discrimination Compensation for a Plan Year shall only be counted if
          received during the period an Employee is, or is eligible to become,
          a Participant. The ratio determined for each Employee in the group
          shall be calculated to the nearest one one-hundredth of one percent.
          For purposes of determining the Actual Deferral Ratio for an
          Employee for a Plan Year, Before-Tax Deposits may be taken into
          account for a Plan Year only if they:

          (a) Relate to compensation that either would have been received by
          the Employee in the Plan Year but for the deferral election, or are
          attributable to services performed by the Employee in the Plan Year
          and would have been received by the Employee within 2 1/2 months
          after the close of the Plan Year but for the deferral election,

          (b) Are allocated to the Employee as of a date within that Plan Year
          and the allocation is not contingent on the participation or
          performance of service after such date, and

          (c) Are actually paid to the Trustees no later than 12 months after
          the end of the Plan Year to which the contributions relate.

1.06      Affiliated Group means the Company and all other entities required
          to be aggregated with the Company under Sections 414(b), (c), (m) or
          (o) of the Code.

1.07      Beneficiary means a person or entity designated as such by a
          Participant to receive benefits payable upon the Participant's death,
          as a result of the Participant's participation in the Plan.
          Notwithstanding the preceding sentence, the Beneficiary shall be the
          Participant's spouse at the time of death, unless one of the
          following conditions is satisfied:

          (a)  The Participant has no spouse at the time of death, or

          (b)  The Participant's spouse consents in writing to the
               Participant's designation of an alternate Beneficiary in the
               manner prescribed by Section 6.02(c), or

          (c)  The Participant's spouse cannot be located.

                                      13
If the Participant has no spouse at the time of death, or if no other
          person designated as Beneficiary survives the Participant, the
          Beneficiary shall be the Participant's estate.

1.08      Benefits Committee means the person or persons designated by
          the Board to oversee operation and administration of the Plan
          pursuant to Article VIII.

1.09      Board means the Board of Directors of Willis North America Inc.

1.10      Code means the Internal Revenue Code of 1986 as amended from time to
          time. All references to specific Code sections are deemed to be
          references to such sections as they may be amended or superseded.

1.11      Company means Willis North America Inc. (formerly Willis Corroon
          Corporation).

1.12      Compensation

          (a)  Plan Compensation. For purposes of determining contributions to
               the Plan, Plan Compensation means the Participant's base salary
               plus commissions and compensation which is measured by the
               amount of revenue produced, placed or serviced by the Employee
               and includes amounts contributed through a salary reduction
               agreement and which is not includible in the gross income of an
               Employee under Sections 125 and 402(e)(3) of the Code.

               Compensation shall not include overtime pay, annual
               bonuses (including bonuses under Management Annual
               Incentive Plans and Christmas bonuses) or bonuses received
               for reasons other than for production, placement or
               servicing of business, amount of premiums paid by Employer
               for group term life insurance and accidental death and
               dismemberment insurance, dividends received on stock
               granted under the Restricted Stock Award Program, value of
               amounts which vest under the Restricted Stock Award
               Program (including both stock and cash), compensation
               resulting from the exercise of a non-qualified stock
               option, disqualifying disposition of stock acquired
               pursuant to the exercise of an Incentive Stock Option or
               resulting from the award or vesting of performance shares
               under the Long Term Incentive Plan, moving expenses, car
               allowances, finders fees, special prizes or awards, or any
               other amounts that might otherwise be includible as
               compensation on a Form W-2. Only compensation for the
               portion of any Plan Year during which an Employee is a
               Participant shall be taken into account for purposes of
               the Plan. Furthermore, any amounts paid to the Employee
               after the last day of the last pay period of the month in
               which falls the date sixty (60) days after the date the
               Employee separates from service shall not be included in
               Plan Compensation and may not be deferred pursuant to
               Section 3.01.

          (b)  Discrimination Compensation. For the purposes of discrimination
               testing, Compensation will be as defined in Section 414(s) and
               the regulations thereunder.

                                      14
At the election of the Company, Compensation will include
               any amount which is contributed by the Employer pursuant
               to a salary reduction agreement and which is not
               includible in the gross income of an Employee under
               Sections 125 and 402(e)(3) of the Code.

          (c)  Section 415 Compensation. For the purpose of applying the
               limitations of Section 415 of the Code, Section 415
               Compensation:

               (1)  Includes the Participant's wages, salaries, fees for
                    professional services, and other amounts received (without
                    regard to whether or not an amount is paid in cash) for
                    personal services actually rendered in the course of
                    employment with the employer maintaining the plan to the
                    extent that the amounts are includible in gross income
                    (including, but not limited to, commissions paid salesmen,
                    compensation for services on the basis of a percentage of
                    profits, commissions on insurance premiums, tips, bonuses,
                    fringe benefits, and reimbursements or other expense
                    allowances under a nonaccountable plan (as described in
                    Section 1.62-2(c)) plus, effective January 1, 1998, amounts
                    not includible in the gross income of the Employee under
                    Sections 402(e)(3), 402(h) or 403(b) of the Code and

               (2)  does not include

                    (A)  Employer contributions to a plan of deferred
                         compensation to the extent that, before the
                         application of the Section 415 limitations to that
                         plan, the contributions are not includible in the
                         gross income of the employee for the taxable year in
                         which contributed (including, prior to January 1,
                         1998, amounts contributed pursuant to a salary
                         reduction agreement which are excludible from gross
                         income under Sections 125, 402(e)(3) or 402(h) of the
                         Code) or distributions from a plan of deferred
                         compensation.  However, any amount received by an
                         Employee pursuant to an unfunded nonqualified plan is
                         to be considered as Section 415 Compensation in the
                         year the amounts are includible in the gross income
                         of the Employee.

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

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

                    (D)  Other amounts which receive special tax benefits,
                         such as premiums for group-term life insurance (but
                         only to the extent that

                                      15
the premiums are not includible in
                         the gross income of the Employee).

               (3)  Subsection (1) shall include foreign earned income (as
                    defined in Code Section 911(b)) whether or not excludible
                    from gross income under Code Sections 911, 931 or 933.

          (d)  Total Compensation means Section 415 Compensation plus, prior
               to January 1, 1998, all amounts contributed by an Employer on
               behalf of the Participant pursuant to a salary reduction
               agreement which are not includible in the gross income of the
               Participant under Sections 125, 402(e)(3) and 402(h)(1)(B) of
               the Code.

         Compensation for the purposes of this Section for any determination
         period shall not exceed the limit on Compensation prescribed in
         Section 401(a)(17) of the Code (the "Section 401(a)(17) Limit").
         This limit is one hundred fifty thousand dollars ($150,000), as
         adjusted for increases in the cost of living in accordance with
         Section 401(a)(17)(B) of the Code. The cost of living adjustment in
         effect on January 1 of any calendar year shall apply to any
         determination period beginning in such calendar year. For this
         purpose, the "determination period" is any period not exceeding
         twelve (12) months over which Compensation is determined. If a
         determination period consists of fewer than twelve (12) months, the
         Section 401(a)(17) Limit will be multiplied by a fraction, the
         numerator of which is the number of months in the determination
         period, and the denominator of which is twelve (12). Plan
         Compensation disregarded for the purpose of determining the maximum
         Company Matching Deposit and the maximum Year End Company Matching
         Deposit shall likewise be disregarded for the purpose of applying
         the 401(a)(17) Limit to such determinations.

         For Plan Years beginning before January 1, 1997, in determining the
         Compensation of a Participant for purposes of this limitation, the
         rules of Section 414(q)(6) of the Code shall apply, except in
         applying such rules, the term "family" shall include only the Spouse
         of the Participant and any lineal descendant of the Participant who
         has not attained age nineteen (19) before the close of the year. If,
         as a result of the application of such rules, the adjusted Section
         401(a)(17) Limit is exceeded, then (except for purposes of
         determining the portion of Compensation up to the integration
         level), the limitation shall be prorated among the affected
         individuals in proportion to each such individual's Compensation as
         determined under this Section prior to the application of this
         limitation. This paragraph shall not apply for Plan Years beginning
         on and after January 1, 1997.

1.13     Contribution Period means the payment period with respect to
         which the Participant Deposits described in Section 3.01 are
         made on behalf of any Participant.

1.14     Disability means a physical or mental incapacity which prevents
         a Participant from performing the duties of any substantially
         gainful activity considering his age, education and work experience,
         where: a) such incapacity has continued for a period of six
         consecutive months, b) the Benefits Committee has determined that
         such incapacity will

                                      16
be of long and continuous duration, and c) the Participant is
         eligible for and is receiving disability insurance benefits under
         the federal Social Security Act. The Benefits Committee may require
         a Participant to submit to a medical examination to confirm his
         disability.

         Notwithstanding the above, a Participant shall not be considered to
         be disabled if his disability: 1) resulted from or consists of
         habitual drunkenness or self-addiction to or abuse of drugs, 2) was
         contracted, suffered, or incurred while the Participant was engaged
         in, or resulted from his having engaged in, a criminal enterprise,
         3) was intentionally self-inflicted, 4) resulted from an injury or
         disease sustained by the Participant as a result of an act of war,
         or 5) arose out of service in the armed forces of any country.

1.15     Effective Date means for an Employee, the effective date of the
         adoption of the Plan by his Employer. The Effective Date of this
         Restatement generally means October 1, 1999, except as otherwise
         provided herein.

1.16     Eligible Employee means an Employee (other than a leased
         employee) employed by a Participating Employer, provided that such
         person is not included in a unit of employees covered by a
         collective bargaining agreement where retirement benefits were the
         subject of good faith bargaining between the employee representative
         and the Employer but shall not include any person who is a member of
         a class of Employees excluded from participating in the Plan by
         action of the Board.

         Notwithstanding the above, an individual receiving remuneration for
         Services rendered to the Employer on a temporary basis shall not be
         an Eligible Employee until such person is credited with one thousand
         (1,000) Hours of Service within an Eligibility Computation Period.

1.17     Employee means any person employed by the Employer.

         Employee also means a leased employee within the meaning of Section
         414(n) of the Code. Effective January 1, 1997, the term "leased
         employee" means any person (other than an employee of the recipient)
         who pursuant to an agreement between the recipient and any other
         person ("leasing organization") has performed services for the
         recipient (or for the recipient and related persons determined in
         accordance with Section 414(n)(6) of the Code) on a substantially
         full-time basis for a period of at least one year, and such services
         are performed under the primary direction and control of the
         recipient employer. Contributions or benefits provided a leased
         employee by the leasing organization which are attributable to
         services performed for the recipient employer shall be treated as
         provided by the recipient employer.

         A leased employee shall not be considered an employee of the
         recipient if: (i) such employee is covered by a money purchase
         pension plan providing: (1) a nonintegrated employer contribution
         rate of at least ten percent (10%) of compensation, as defined in
         Section 415(c)(3) of the Code, but including amounts contributed
         pursuant to a salary reduction agreement which are excludible from
         the employee's gross income under

                                      17
Sections 125, 402(e)(3), 402(h) or 403(b) of the Code, (2) immediate
         participation, and (3) full and immediate vesting; and (ii) leased
         employees do not constitute more than twenty percent (20%) of the
         recipient's nonhighly compensated workforce.

1.18     Employer means the Company and any other subsidiary or
         affiliate of the Company which, with the approval of the Board, and
         subject to such conditions as the Board may impose, adopts this
         Plan. The basis of participation shall be set forth in a
         Participation Agreement by and between such Participating Employer
         and the Company. A Participating Employer means any Employer who
         adopts this Plan for all or a portion of its Employees.

1.19     Entry Date means the date on which an Eligible Employee becomes
         a Participant after satisfying the eligibility requirements of the
         Plan. The Entry Date is the Effective Date of the Plan and the first
         day of any calendar month thereafter.

1.20     ERISA means the Employee Retirement Income Security Act of
         1974, as amended from time to time.

1.21     Highly Compensated Employee means, effective January 1, 1997
         any employee of the Employer or of a member of the Affiliated Group
         who

         (a)   Was a five percent owner (as defined in Code Section 416(i))
               for such Plan Year or the prior Plan Year, or

         (b)   For the preceding Plan Year received Total Compensation in
               excess of eighty thousand dollars ($80,000) and was among the
               highest 20 percent of employees for the preceding Plan Year
               when ranked by Total Compensation paid for that year excluding,
               for purposes of determining the number of such employees, such
               employees as the Plan Administrator may determine on a
               consistent basis pursuant to Section 414(q) of the Code. The
               eighty thousand dollar ($80,000) amount in the preceding
               sentence shall be adjusted from time to time for cost of living
               in accordance with Section 414(q) of the Code.

         Notwithstanding the foregoing, employees who are nonresident aliens
         and who receive no earned income from the Employer or a member of
         the Affiliated Group which constitutes income from sources within
         the United States shall be disregarded for all purposes of this
         Section.

         The Employer's top-paid group election as described above, shall be
         used consistently in determining Highly Compensated Employees for
         determination years of all employee benefit plans of the Employer
         and members of the Affiliated Group for which Section 414(q) of the
         Code applies (other than a multiemployer plan) that begin with or
         within the same calendar year, until such election is changed by
         Plan amendment in accordance with IRS requirements. Notwithstanding
         the foregoing, the consistency provision in the

                                      18
preceding sentence shall not apply for the Plan Year beginning in
         1997, and for Plan Years beginning in 1998 and 1999, shall apply
         only with respect to all qualified retirement plans (other than a
         multiemployer plan) of the Employer and members of the Affiliated
         Group.

         The provisions of this Section shall be further subject to such
         additional requirements as shall be described in Section 414(q) of
         the Code and its applicable regulations, which shall override any
         aspects of this Section inconsistent therewith.

1.22     Normal Retirement Date means the first day of the month
         coinciding with or next following the date the Participant
         attains age sixty-five (65). Normal Retirement Age means the
         Participant's sixty-fifth (65th) birthday.

1.23     Participant means any Eligible Employee who becomes
         eligible to participate in the Plan pursuant to Article II and
         who continues to be entitled to any benefits under the Plan.
         Inactive Participant means any Participant who is transferred
         to an employee group not eligible to participate in the Plan,
         is transferred directly to a member of the Affiliated Group
         which does not maintain the Plan for its employees, or ceases
         to be an Employee but continues to be entitled to a benefit
         under the Plan. Active Participant means a Participant other
         than an Inactive Participant.

1.24     Plan means the Willis North America Inc. Financial
         Security Partnership Plan as it may be amended from time to
         time. The Plan shall be deemed to include the Trust.

1.25     Plan Year means:

         (a)   For years prior to January 1, 1989, the calendar year;

         (b)   A short Plan Year beginning January 1, 1989 and ending November
               30, 1989;

         (c)   Effective December 1, 1989, the twelve (12) consecutive month
               period beginning on each December 1 and ending on the following
               November 30;

         (d)   Effective for the Plan Year beginning on December 1, 1994, a
               short Plan Year beginning on December 1, 1994 and ending on
               December 31, 1994; and

         (e)   For all subsequent Plan Years, the twelve (12) consecutive
               month period beginning on January 1 and ending on the next
               following December 31.

1.26     Trust Agreement means the trust agreement and any and all
         amendments and successor agreements thereto entered into between the
         Company and the Trustee for the purpose of funding benefits under
         this Plan. The Trust Agreement shall be deemed to be part of this
         Plan as if all of the terms and provisions were fully set forth
         herein. The Company may establish more than one trust agreement with
         different trustees and may designate the Plan assets held pursuant
         to the terms of each Trust Agreement.

                                      19
1.27     Trust Fund means all sums of money, insurance or annuity
         contracts and all other property including all earnings,
         appreciation, or additions, held for the exclusive use of Plan
         Participants and their Beneficiaries, from which benefits provided
         by this Plan will be paid.

1.28     Trustee means the Trustee or any successors thereto appointed
         by the Board to administer the Trust Fund.

1.29     Valuation Date means the period beginning at the close of any
         business day of the New York Stock Exchange ("NYSE") and shall
         extend until the close of the next business day of the NYSE. For
         Plan assets not traded on the NYSE, references to the NYSE shall
         include the relevant stock exchange on which such assets are traded.
         The Committee may designate such other Valuation Date(s) as may be
         necessary or desirable to assure proper administration of the Plan.
         In no event shall there be less than one Valuation Date within any
         twelve (12) consecutive month period.

         The Committee may direct a special Valuation Date in order to avoid
         prejudice either to continuing Participants or to terminating
         Participants. Such special Valuation Date shall be deemed equivalent
         to a regular Valuation Date. Adjustments hereunder shall apply
         uniformly to all accounts hereunder.

1.30     Year of Service and other service measurements under the Plan
         shall be determined utilizing the special definitions of this
         Section. Unless otherwise specified, Service shall be credited for
         employment with any member of the Affiliated Group, and with the
         approval of the Board, may be credited for employment with an
         Employer prior to the time it became a member of the Affiliated
         Group.

         (a)   Employment Commencement Date means the first day for which the
               Employee is entitled to be credited with an Hour of Service for
               an Employer maintaining the Plan. Reemployment Commencement
               Date means the first date on which the Employee performs an
               Hour of Service following a Period of Severance which is not
               required to be taken into account under subsection (f) below.

         (b)   An Hour of Service means each hour for which:

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

               (2)  an Employee is paid, or entitled to payment, by the
                    Employer on account of a period of time during which no
                    duties are performed (irrespective of whether the
                    employment relationship has terminated) to the extent such
                    hour must be credited under Department of Labor Regulation
                    Section 2530.200b-2(a)(2);

               (3)  back pay, irrespective of mitigation of damages, is either
                    awarded or agreed to by the Employer.

                                      20
(c)   Years of Service means the sum of all Periods of Service and
               all Credited Severance Periods measured in full years and
               completed months. Periods of Service and Credited Severance
               Periods which are less than whole years shall be aggregated on
               the basis that twelve (12) months (thirty (30) days being
               deemed to be a month) equal a whole Year of Service.

         (d)   A Period of Service means a period of service commencing on an
               Employee's Employment Commencement Date or Reemployment
               Commencement Date, whichever is applicable, and ending on the
               Employee's Severance from Service Date.

         (e)   A Period of Severance means the period of time commencing on a
               Severance Date and ending on the date the Employee again
               performs an Hour of Service with the Employer. A one-year
               Period of Severance means a 12-consecutive month period
               beginning on the Severance Date, during which the Employee does
               not perform an Hour of Service for the Employer.

         (f)   Credited Severance Period means any period described in (1) or
               (2) below:

               (1)  If an Employee severs from service due to resignation,
                    discharge, or retirement and then performs an Hour of
                    Service within twelve (12) months of the Severance Date,
                    the Credited Severance Period shall include the Period of
                    Severance;

               (2)  If an Employee severs from service by reason of
                    resignation, discharge or retirement during an absence
                    from service of twelve (12) months or less (where such
                    absence was for any reason other than resignation,
                    discharge, retirement or death), and then performs an Hour
                    of Service for the Employer within twelve (12) months of
                    the date on which the Employee was first absent, Credited
                    Severance Period shall include the Period of Severance.

         (g)   Severance Date means the earlier of:

               (1)  The date the Employee resigns, retires, dies, or is
                    discharged from the Employer, or

               (2)  The first anniversary of the first date of a continuous
                    period in which an Employee remains absent from service
                    (with or without pay) with the Employer for any reason
                    other than resignation, retirement, discharge or death,
                    such as vacation, holiday, sickness, disability, leave of
                    absence or layoff. Provided, however, that an Employee who
                    is absent from employment because he is on Armed Forces
                    Leave shall not incur a Severance Date under this
                    subsection unless he fails to return to active

                                      21
employment with a member of the Affiliated Group
                    within the period provided by law for the
                    protection of his re-employment rights.

         (h)   Special Maternity/Paternity Rule. The Severance Date of an
               Employee who is absent from employment because of the
               Employee's pregnancy, the birth of the Employee's child, the
               placement of a child with the Employee in connection with the
               adoption of such child by the Employee, or the need to care for
               such child for a period beginning immediately following such
               birth or placement, shall be the second anniversary of the
               first date of such absence. The period between the first and
               second anniversaries of the first date of absence from work
               shall be neither a Period of Service nor a Period of Severance.

               The above rule shall apply only if the Employee furnishes to
               the Committee such timely information as it may require to
               establish that the absence was for the reasons referred to
               above and the period for which there was such an absence.

         (i)   Special Rule for Temporary Employees. Notwithstanding the
               above, the following special definitions shall apply solely
               with respect to Employees rendering services to the Employer on
               a temporary basis:

               (1)  An Eligibility Computation Period means the twelve (12)
                    consecutive month period beginning on the date the
                    Employee first performs an Hour of Service for the
                    Employer. Provided, however, that succeeding Computation
                    Periods shall be based on the Plan Year, commencing with
                    the Plan Year which began immediately prior to the first
                    anniversary of the date the Employee first performed an
                    Hour of Service.

               (2)  An Hour of Service means:

                    (A)  Each hour for which an Employee is paid or entitled
                         to payment for the performance of duties for the
                         Employer during the applicable Computation Period.

                    (B)  Each hour for which an employee is paid, or entitled
                         to payment, by the Employer on account of a period of
                         time during which no duties are performed
                         (irrespective of whether the employment relationship
                         has terminated) due to vacation, holiday, illness,
                         incapacity (including disability), layoff, jury duty,
                         military duty or leave of absence, except that

                         (i)  not more than five hundred one (501) Hours of
                              Service shall be credited on account of any
                              single continuous period during which the
                              employee performs no duties (whether or not such
                              period occurs in a single computation period), and

                                      22
(ii) Hours of Service shall not be counted where such
                              payment is made or is due under a plan maintained
                              solely for the purpose of complying with appli-
                              cable worker's compensation, unemployment or dis-
                              ability insurance laws, or solely to reimburse an
                              Employee for medical or medically-related
                              expenses.

                    (C)  Each hour for which back pay, irrespective of
                         mitigation of damages, is either awarded or agreed to
                         by the Employer. However, the same Hours of Service
                         shall not be credited under both (1) and (2) above
                         and this section. No more than five hundred one (501)
                         Hours of Service shall be credited for payment of
                         back pay on account of any single continuous period,
                         to the extent that such back pay is agreed to or
                         awarded for a period of time during which an Employee
                         did not or would not have performed duties.

                    (D)  To the extent required by law and not otherwise
                         credited under another provision of this Section,
                         each hour an Employee on Armed Forces Leave is or
                         would have been paid, directly or indirectly, or
                         entitled to payment under (1) above assuming that but
                         for such military service he would have been
                         regularly engaged in the performance of his duties.
                         Such hours shall be credited to the Computation
                         Period in which he would have been regularly engaged
                         in the performance of his duties but for such
                         military service. Provided, however, that no Hours of
                         Service shall be credited under this section unless
                         the Employee returns to active employment with a
                         member of the Affiliated Group within the period
                         provided by law for the protection of his
                         re-employment rights.

                    Hours of Service for reasons other than the performance
                    of duties shall be determined and credited in accordance
                    with Department of Labor Regulation Section 2530.200b-2(b)
                    and (c), which is incorporated herein by reference. In no
                    event shall the same Hours of Service be credited under
                    more than one of the applicable (A), (B), (C), or (D)
                    above.

               (3)  A Year of Service means a Computation Period during which
                    an Employee is credited with at least one thousand (1000)
                    Hours of Service.

               (4)  A One-Year Break in Service means a Computation Period
                    during which an Employee fails to complete more than five
                    hundred (500) Hours of Service.

               (5)  Special Maternity/Paternity Rule. Solely for the purpose
                    of determining whether a Break in Service has occurred, an
                    Employee who is absent from employment because of the
                    Employee's pregnancy, the birth of the

                                      23
Employee's child, the placement of a child with the
                    Employee in connection with the adoption of such child by
                    the Employee, or the need to care for such child for a
                    period beginning immediately following such birth or
                    placement, be credited with:

                    (A)  The Hours of Service which otherwise would normally
                         have been credited to such individual but for such
                         absence, or

                    (B)  In any case in which the Plan Administrator is unable
                         to determine the hours described above, eight (8)
                         Hours of Service per day of such absence.

                    The above rule shall apply only if the Employee furnishes
                    to the Plan Administrator such timely information as it
                    may require to establish that the absence was for the
                    above reasons and to determine the number of days of such
                    absence.

                    Hours of Service shall be credited in the Computation
                    Period in which the absence from work begins if such
                    credit is necessary to prevent a Break in Service in that
                    period. In any other case, such Hours of Service be
                    credited in the immediately following Computation Period.
                    In no event shall more than five hundred one (501) Hours
                    of Service be credited because of such pregnancy or
                    placement.

               (6)  Family and Medical Leave. Solely to the extent required by
                    law, an Employee who is absent from employment because of
                    a leave of absence under the Family and Medical Leave Act
                    of 1993 shall receive credit for Hours of Service during
                    such absence. Provided, however, that the same Hours of
                    Service shall not be credited under both this subsection
                    and any other provision of this Section.

          (j)  Change in Status.

               (1)  A Year of Service for eligibility purposes with respect to
                    an Employee who is hired on a temporary basis shall
                    continue to be measured under the rules set out in
                    subsection (i) above if such Employee subsequently assumes
                    full-time employee status prior to incurring a One-Year
                    Break in Service.

               (2)  A Year of Service for eligibility purposes with respect to
                    an Employee who is hired on a full-time basis shall
                    continue to be measured under the rules set out in
                    subsection (c) above unless such Employee becomes employed
                    on a temporary basis after incurring a one-year Period of
                    Severance.

          (k)  Family and Medical Leave. Solely to the extent required by law,
               an Employee who is absent from employment because of a leave of
               absence under the Family and Medical Leave Act of 1993 shall
               receive credit for Hours of Service during such absence.
               Provided, however, that the same Hours of Service shall not be
               credited under both this subsection and any other provision of
               this Section.

                                      24
ARTICLE II

                          Eligibility to Participate

2.01     Eligibility Requirements. Each Eligible Employee who was a
         Participant in the Plan prior to the Effective Date of this
         Restatement shall continue to be a Participant. All other Eligible
         Employees shall become eligible to participate in the Plan on the
         first Entry Date coinciding with or next following the later of
         completion of three months of Service and the completion of the
         application process established by the Benefits Committee, at least
         thirty days prior to such Entry Date or within such other time period
         established by the Plan Administrator.

         Notwithstanding the above, no Eligible Employee shall become a
         Participant prior to the Plan's Effective Date with respect to that
         Eligible Employee.

         The Board, in its discretion, may waive the three (3) months Service
         requirement with respect to an Eligible Employee of any entity
         subsequently acquired by the Company who had previously been a
         participant in such entity's Section 401(k) plan.

2.02     Participation upon Reemployment.

         (a)   An Eligible Employee who has completed one (1) Year of Service
               but who separates from service before the next Entry Date,
               shall become a Participant immediately upon reemployment if he
               returns to employment prior to incurring a one-year Period of
               Severance.

         (b)   A Participant who is reemployed as an Eligible Employee after
               incurring a one-year period of Severance shall be eligible to
               participate in the Plan immediately upon performance of an Hour
               of Service, provided that in the case of a Participant who did
               not have a non-forfeitable right to benefits derived from
               employer contributions at the time of separation, the Period of
               Severance did not equal or exceed the greater of five (5) years
               or the aggregate number of Years of Service before such period.

         (c)   A Participant who did not have a non-forfeitable right to
               benefits derived from employer contributions at the time of
               separation, and whose Period of Severance equaled or exceeded
               the greater of five (5) years or the aggregate number of Years
               of Service before such period shall be treated as a new
               employee upon reemployment, and any prior Years of Service
               shall not be taken into account for eligibility or vesting
               purposes.

2.03     Inactive Participants. An Inactive Participant shall continue to be
         credited with Years of Service for eligibility and vesting purposes
         until employment with the Employer or member of the Affiliated Group
         ceases but shall not be eligible to make Deposits or to have
         contributions made on his behalf. Except as provided in Section 2.02,
         an Inactive

                                      25
Participant shall again become a Participant in the Plan
         upon return to employment with an Employer as an Eligible Employee.

2.04     Determination of Eligibility. The eligibility of an Employee shall be
         determined by the Plan Administrator based upon information furnished
         by the Employee or Employer, as appropriate. This determination shall
         be conclusive and binding on all parties.

                                      26
ARTICLE III

                                 Contributions

3.01     Employer Contributions. Subject to the limitations set forth in
         Sections 3.03, 3.04, 3.05, 3.06, 3.07, and 3.08, contributions may
         be made on behalf of a Participant as follows:

         (a)   Before-Tax Deposits. A Participant may elect to reduce his Plan
               Compensation by a specified percentage indicated pursuant to
               his enrollment application. Such reduction, which must be
               expressed in whole percentages, shall be no less than one
               percent (1%) and shall not exceed twenty percent (20%) of Plan
               Compensation. Such election must be made in accordance with the
               rules and procedures established by the Plan Administrator and
               provided to the Participant prior to his Entry Date or, with
               respect to subsequent changes in such rules and procedures, the
               effective date of such changes. Before-Tax Deposits shall be
               contributed to the Trust as soon as practicable after the end
               of each applicable Contribution Period (but in no event later
               than the fifteenth business day of the month following the
               month in which the amounts would otherwise have been payable to
               the Participant if the amount had not been deferred pursuant to
               this Section unless this time period is extended as provided in
               Labor Regulation Section 2510.3-102).

               Such deposits shall be allocated to the Participant for whom
               such contributions were made and credited to the Participant
               Account maintained for such Participant pursuant to Section
               4.01.

         (b)   Company Matching Deposits.

               (1)  Basic Company Matching Deposit. The Employer shall make
                    Company Matching Deposits in an amount equal to one
                    hundred percent (100%) of the Before-Tax Deposits made by
                    the Participant. Such Company Matching Deposits shall not
                    exceed three percent (3%) of the Participant's Plan
                    Compensation for the Contribution Period.

                    However, no Basic Company Matching Deposit shall be made
                    on behalf of a Participant for a Contribution Period
                    ending before the first day of the calendar month
                    beginning after the Participant completes a Year of
                    Service. Plan Compensation earned prior to the
                    Contribution Period ending before the first day of the
                    calendar month beginning after the Participant completes a
                    Year of Service shall likewise be disregarded.

                    The Board, in its discretion, may waive the one (1) Year
                    of Service requirement with respect to an Eligible
                    Employee of any entity

                                      27
subsequently acquired by the Company who had previously been
                    a participant in such entity's Section 401(k) plan.

               (2)  Year End Company Matching Deposit. In addition, the
                    Employer shall make Year End Company Matching Deposits for
                    eligible Participants in an amount equal to (i) minus (ii)
                    where:

                    (i)  is 100% of the Before-Tax Deposits made by the
                         Participant during the Plan Year but not to exceed
                         three percent (3%) of the Participant's Plan
                         Compensation. For the purpose of this subparagraph
                         (i), Plan Compensation earned during Contribution
                         Periods ending before the first day of the calendar
                         month beginning after the Participant completes a
                         Year of Service shall be disregarded.

                    (ii) is the Company Matching deposit made for the
                         Participant under subsection (1) for the Plan Year.

                    A Participant must be actively employed by the Employer on
                    the last day of the Plan Year to receive a Year End
                    Company Matching Deposit with respect to the Plan Year. A
                    Participant shall not be considered to be other than an
                    active Employee on such date solely because the
                    Participant is absent from employment because of a leave
                    of absence under the Family and Medical Leave Act of 1993.

                    The Board, in its discretion, may waive the one (1) Year
                    of Service requirement in subparagraph (i) with respect to
                    an Eligible Employee of any entity subsequently acquired
                    by the Company who had previously been a participant in
                    such entity's Section 401(k) plan.

               Company Matching Deposits shall be contributed to the Trust by
               the Employer no later than the time prescribed by law for the
               filing of its federal income tax return for the taxable year in
               which the Plan Year ends, including extensions which have been
               granted for filing such return.

               Such deposits shall be allocated to the Participant for whom
               such contributions were made and credited to the Participant
               Account maintained for such Participant pursuant to Section
               4.01.

                                      28
(c)  The Employer's contribution for any taxable year shall not
               exceed the maximum amount allowable as a deduction to the
               Employer under Section 404 of the Code.

          (d)  The maximum amount of Company Matching Deposits to be made on
               Before-Tax Deposits may be increased or decreased at the
               discretion of the Board at any time.

          (e)  The source of all Employer contributions shall be current
               and/or accumulated profits.

          (f)  Allocations of Company Deposits and forfeitures will not be
               discontinued or decreased because of the Participant's
               attainment of any age.

3.02     Modifying Levels of Deposits.

          (a)  Changing Level of Deposits.

               A Participant may change the level of Before-Tax Deposits at
               any time to be effective with the first pay period of any
               calendar month provided that the Committee receives notice on
               or before the last day of the previous month or such other date
               reasonably determined by the Plan Administrator.

          (b)  Suspending Deposits.

               A Participant may cease making Before-Tax Deposits at any time
               provided that he notifies the Committee as soon as practicable
               prior to the date contributions are to cease. No Company
               Matching Deposits shall be made on behalf of a Participant
               during any period during which Before-Tax Deposits are
               suspended.

          (c)  Resuming Deposits.

               A Participant may resume payroll deduction on the first day of
               any month after appropriate notice to the Employer.

          (d)  Method of Notice.

               Any notice provided by the Participant pursuant to this Section
               shall be given in accordance with rules and procedures
               established by the Plan Administrator and provided to the
               Participant upon request.

3.03     Maximum Annual Additions.

          (a)  The maximum Annual Addition credited for a Limitation Year
               shall equal the lesser of: (i) thirty thousand dollars
               ($30,000) or, if greater, one-fourth (1/4) of the dollar
               limitation in effect under Section 415(b)(1)(A) of the Code, or
               (ii) twenty-five percent (25%) of the Participant's Section 415
               Compensation for such Limitation Year.

                                      29
(b)  Annual Addition means the sum credited to the Participant's
               Accounts for any Limitation Year of

               (1)  Employer contributions (including any allocations of
                    employer contributions under a simplified employee
                    pension), employee contributions and forfeitures;

               (2)  Amounts allocated to an individual medical account as
                    described in Section 415(l)(1) of the Code which is part
                    of a pension or annuity plan maintained by the Employer;
                    and

               (3)  Amounts which are attributable to post-retirement medical
                    benefits allocated to the separate account of a key
                    employee as described in Section 419A(d)(2) of the Code.

          (c)  Limitation Year generally means calendar year, unless the
               Company elects a different twelve (12) consecutive month period
               as provided by Treasury Regulation Section 1.415-2(b).

          (d)  The following procedures shall apply if, as a result of an
               allocation of forfeitures, a reasonable error in estimating
               compensation, a reasonable error in determining the amount of
               Before-Tax Deposits that may have been made with respect to an
               individual under the limits set forth in Section 3.03(a), or
               for any other reason permitted by the Internal Revenue Service,
               the Annual Addition for a Participant exceeds the maximum
               permitted under Section 3.03(a) as of the end of a Limitation
               Year:

               (i)  If the Participant is covered by the Plan at the end of
                    the Limitation Year, such excess will be used to reduce
                    employer contributions (including any allocation of
                    forfeitures) for such Participant in the next Limitation
                    Year and each succeeding Limitation Year, if necessary.

               (ii) If excess Annual Additions exist after application of
                    subsection (i) and the Participant is not covered by the
                    Plan at the end of the Limitation Year, such excess will
                    be held unallocated in a suspense account. The suspense
                    account will be used to reduce future contributions to the
                    Plan by the Employer (including any allocation of
                    forfeitures) for all remaining Participants in the next
                    Limitation Year and each succeeding Limitation Year, if
                    necessary.

               (iii) A suspense account in existence at any time during the
                    Limitation Year pursuant to this Section 3.03(d) shall not
                    participate in the allocation of the Trust's investment
                    gains and losses.

          (e)  If a short Limitation Year is created because of an initial
               short Plan Year or an amendment changing the Limitation Year to
               a different twelve (12) consecutive

                                      30
month period, the maximum permissible amount prescribed in
               (a) will not exceed the defined contribution dollar
               limitation multiplied by the following fraction:

                 Number of Months in the Short Limitation Year
                 ---------------------------------------------
                                   12

3.04     Combined Plan Limits. This Section shall be effective for Limitation
         Years commencing prior to January 1, 2000.

          (a)  In addition to the limitations in Section 3.03 and
               notwithstanding other provisions of the Plan, in any case in
               which an individual is a Participant in this Plan and in a
               defined benefit plan qualified under Section 401(a) of the Code
               which at any time was maintained by any member of the
               Affiliated Group, the sum of the Defined Benefit Plan Fraction
               and the Defined Contribution Plan Fraction for any year may not
               exceed one.

          (b)  The Defined Benefit Plan Fraction for any year is a fraction,

               (1)  the numerator of which is the Participant's projected
                    annual retirement benefit under any defined benefit plans
                    qualified under Section 401(a) of the Code maintained by
                    the Employer or by any other member of the Affiliated
                    Group, and

               (2)  the denominator of which is the lesser of

                    (A)  One hundred twenty-five percent (125%) of the dollar
                         limitation in effect under Section 415(b)(1)(A) for
                         such year or the benefit in existence on July 1,
                         1982; or

                    (B)  One hundred forty percent (140%) of the Participant's
                         average Compensation for the three (3) consecutive
                         years during which the Participant was active in the
                         Plan which produce the highest aggregate amount.

          (c)  The Defined Contribution Plan Fraction for any year is a
               fraction,

               (1)  the numerator of which is the sum of the Participant's
                    Annual Additions as defined in Section 415(c) of the Code
                    applied to the Participant's accounts, under this Plan and
                    under all other defined contribution plans qualified under
                    Section 401(a) of the Code, including voluntary
                    contributions to any defined benefit plans) which at any
                    time were maintained by any member of the Affiliated Group
                    for the current and all prior Limitation Years, and

               (2)  the denominator of which is the sum of the maximum
                    aggregate amounts of Annual Additions to the Participant's
                    accounts for the current and all prior Limitation Years if
                    in each such year the Annual Additions equaled

                                      31
the lesser of one hundred twenty five percent (125%) of
                    the dollar limitation in effect under Section 415(c)(1)(A)
                    of the Code or thirty-five percent (35%) of the
                    Participant's Section 415 Compensation for such year.

                    Provided, however, that if the Plan satisfied the
                    applicable requirements of Section 415 as in effect for
                    all Limitation Years beginning before January 1, 1987, an
                    amount shall be subtracted from the numerator of the
                    defined contribution plan fraction as prescribed by the
                    Secretary of the Treasury so that the sum of the Defined
                    Benefit Fraction and the Defined Contribution Fraction
                    does not exceed one for such Limitation Year.

          (d)  At the election of the Employer, in applying Section 3.04(c)
               with respect to any year ending after December 31, 1982, the
               amount taken into account under Section 3.04(c)(2) with respect
               to each Participant for all years ending before January 1,
               1983, shall be an amount equal to the product of--

               (1)  the amount determined under paragraph Section 3.04(c)(2)
                    (as in effect for the year ending in 1982) for the year
                    ending in 1982, multiplied by

               (2)  the Transition Fraction.

               Transition Fraction.--The term "Transition Fraction" means
               a fraction--

               (1)  the numerator of which is the lesser of--

                    (A)  fifty one thousand eight hundred seventy-five dollars
                         ($51,875), or

                    (B)  one point four (1.4), multiplied by twenty-five
                         percent (25%) of the compensation of the participant
                         for the year ending in 1981, and

               (2)  the denominator of which is the lesser of--

                    (A)  forty one thousand five hundred dollars ($41,500), or

                    (B)  twenty five percent (25%) of the Section 415
                         Compensation of the participant for the year ending
                         in 1981.

          (e)  In the event the limits of this Section 3.04 are exceeded in
               any Limitation Year, contributions to this Plan shall be
               reduced to extent necessary to satisfy the combined plan
               limits.

3.05     Limitation on Before-Tax Deposits.

                                      32
(a)  For each calendar year, no Participant shall be permitted to
               have Before-Tax Deposits made under the Plan, or any other
               qualified plan maintained by the Employer, in excess of the
               dollar limitation contained in Section 402(g) of the Code in
               effect at the beginning of such calendar year.

          (b)  Return of Excess Deferral Amounts

               (1)  The Plan may return contributions described in Section
                    402(g)(3) of the Code which exceed the dollar limitation
                    described in (a) above for a calendar year to the
                    Participant on whose behalf such contributions were made,
                    and the Earnings (as defined below) allocable to such
                    Excess Deferral Amount, no later than April 15 of the year
                    following the calendar year in which such contributions
                    were made. The amount to be distributed to the Participant
                    may not exceed his Before-Tax Deposits for such calendar
                    year.

               (2)  A Participant seeking the return of an Excess Deferral
                    Amount for the preceding calendar year must submit such
                    request in writing to the Employer no later than March 1.
                    The claim must specify the Participant's Excess Deferral
                    Amount for such year and must be accompanied by the
                    Participant's written statement that if such amounts are
                    not distributed, such Excess Deferral Amount, when added
                    to amounts deferred under other plans or arrangements
                    described in Sections 401(k), 408(k) or 403(b) of the
                    Code, will exceed the limit imposed on the Participant by
                    Section 402(g) of the Code for the year in which the
                    deferral occurred. To the extent that a Participant has an
                    Excess Deferral Amount for the calendar year taking into
                    account only Before-Tax Deposits under this Plan and any
                    elective deferrals under any other plan of the Employer,
                    the Participant is deemed to have notified the Employer of
                    and to have requested a return of such Excess Deferral
                    Amount pursuant to this Section 3.05(b).

               (3)  "Earnings" means the amount of income to be returned with
                    any Excess Deferrals. Earnings on Excess Deferrals shall
                    be determined by multiplying the income earned on the
                    Before-Tax Deposit Account for the Plan Year to which the
                    Excess Deferrals relate by a fraction, the numerator of
                    which is the Excess Deferral for the Plan Year and the
                    denominator of which is the Before-Tax Deposit Account
                    balance at the end of the Plan Year, disregarding any
                    income or loss occurring during the Plan Year.

                                      33
(4)  Notwithstanding any other provision of the Plan to the
                    contrary, in the event a Participant receives a
                    distribution of Excess Deferrals pursuant to this Section,
                    any Company Matching Deposit that relates to such Excess
                    Deferrals shall be forfeited. Such forfeitures shall be
                    treated in the same manner as forfeitures arising under
                    Article V, except that forfeitures arising under this
                    Section shall not be allocated to the account of any
                    Highly Compensated Employee.

3.06     Nondiscrimination Requirements for Before-Tax Deposits.

         With respect to each Plan Year commencing on or after January 1,
         1997, the Actual Deferral Percentage for that Plan Year for Highly
         Compensated Employees who are Participants or eligible to become
         Participants for that Plan Year shall not exceed the greater of:

         (a)   The Actual Deferral Percentage for the Plan Year for all
               non-Highly Compensated Employees for the Plan Year who were
               Participants or eligible to become Participants during the Plan
               Year multiplied by 1.25, or

         (b)   The lesser of (i) the Actual Deferral Percentage for the Plan
               Year for all non-Highly Compensated Employees for the Plan Year
               who were Participants or eligible to become Participants during
               the Plan Year multiplied by 2.0, and (ii) the Actual Deferral
               Percentage for the Plan Year for all such non-Highly
               Compensated Participants during the Plan Year plus two
               percentage points (or such lesser amount as the Plan
               Administrator shall determine to satisfy the provisions of
               Section 3.08).

         Notwithstanding the foregoing, the Employer may elect to use the
         Actual Deferral Percentage for non-Highly Compensated Employees for
         the Plan Year preceding the Plan Year being tested rather than the
         Plan Year being tested provided that such election must be evidenced
         by a Plan amendment and once made may not be changed except as
         provided by the Secretary of the Treasury.

         The Plan Administrator may implement rules limiting the Before-Tax
         Deposits that may be made on behalf of some or all Highly Compensated
         Employees so that this limitation is satisfied.

3.07     Nondiscrimination Requirements for Company Matching Deposits.

         With respect to each Plan Year commencing on or after January 1,
         1997, the Actual Contribution Percentage for that Plan Year for
         Highly Compensated Employees who are Participants or eligible to
         become Participants for that Plan Year shall not exceed

                                      34
(a)   The Actual Contribution Percentage for the Plan Year for all
               non-Highly Compensated Employees for the Plan Year who were
               Participants or eligible to become Participants during the Plan
               Year multiplied by 1.25, or

         (b)   The lesser of (i) the Actual Contribution Percentage for the
               Plan Year for all non-Highly Compensated Employees for the Plan
               Year who were Participants or eligible to become Participants
               during the Plan Year multiplied by 2.0, and (ii) the Actual
               Contribution Percentage for the Plan Year for all such
               non-Highly Compensated Participants during the Plan Year plus
               two percentage points (or such lesser amount as the Plan
               Administrator shall determine to satisfy the provisions of
               Section 3.08).

         Notwithstanding the foregoing, the Employer may elect to use the
         Actual Contribution Percentage for non-Highly Compensated Employees
         for the Plan Year preceding the Plan Year being tested rather than
         the Plan Year being tested provided that such election must be
         evidenced by a Plan amendment and once made may not be changed except
         as provided by the Secretary of the Treasury.

3.08     Restriction on Multiple Use of Alternative Limitations.

         (a)   In the event one or more Highly Compensated Employees are
               eligible to have both Before-Tax Deposits and either Company
               Matching Deposits or any other type of contribution subject to
               the Actual Contribution Percentage test that is aggregated with
               contributions under this Plan pursuant to Section 3.09, the
               Plan will not be deemed to have satisfied the nondiscrimination
               requirements of Sections 3.06 and 3.07 unless the Actual
               Deferral Percentage and Actual Contribution Percentage for
               Highly Compensated Employees for each Plan Year cannot exceed
               the greater of:

               (1)  The sum of:

                    (A)  The greater of the Actual Deferral Percentage or
                         Actual Contribution Percentage for the Plan Year for
                         all non-Highly Compensated Employees for the Plan
                         Year who were Participants or eligible to become
                         Participants during the Plan Year multiplied by 1.25,
                         plus

                    (B)  The lesser of (i) the lesser of the Actual Deferral
                         Percentage or the Actual Contribution Percentage for
                         the Plan Year for all non-Highly Compensated
                         Employees for the Plan Year who were Participants or
                         eligible to become Participants during the Plan Year
                         multiplied by 2.0 and (ii) the lesser of the Actual
                         Deferral Percentage or Actual Contribution Percentage
                         for the Plan Year for all such non-Highly Compensated
                         Participants during the Plan Year plus two percentage
                         points.

                                      35
(2)  The sum of:

                    (A)  The lesser of the Actual Deferral Percentage or
                         Actual Contribution Percentage for the Plan Year for
                         all non-Highly Compensated Employees for the Plan
                         Year who were Participants or eligible to become
                         Participants during the Plan Year multiplied by 1.25,
                         plus

                    (B)  The lesser of (i) the greater of the Actual Deferral
                         Percentage or the Actual Contribution Percentage for
                         the Plan Year for all non-Highly Compensated
                         Employees for the Plan Year who were Participants or
                         eligible to become Participants during the Plan Year
                         multiplied by 2.0 and (ii) the greater of the Actual
                         Deferral Percentage or Actual Contribution Percentage
                         for the Plan Year for all such non-Highly Compensated
                         Participants during the Plan Year plus two percentage
                         points.

                  or satisfies such other tests as may be promulgated under
                  Section 401(m) of the Code and the regulations thereunder.

         (b)      In the event the aggregate limit is exceeded for any
                  Plan Year, the Actual Contribution Percentages of the Highly
                  Compensated Employees shall be reduced to the extent
                  necessary to satisfy the aggregate limit in accordance with
                  the procedure set forth in Section 3.07.

3.09     Additional Discrimination Testing Provisions.

         (a)   If any Highly Compensated Employee is a member of another
               qualified plan of the Employer or a member of the Affiliated
               Group, other than an employee stock ownership plan described in
               Section 4975(e)(7) of the Code or any other qualified plan
               which must be mandatory disaggregated under Section 410(b) of
               the Code, under which deferred cash contributions or matching
               contributions are made on behalf of the Highly Compensated
               Employee or under which the Highly Compensated Employee makes
               after-tax contributions, the Plan Administrator shall implement
               rules, which shall be uniformly applicable to all employees
               similarly situated, to take into account all such contributions
               for the Highly Compensated Employee under all such plans in
               applying the limitations of Sections 3.06, 3.07, and 3.08. If
               any other such qualified plan has a plan year other than the
               Plan Year defined in Section 1.25, the contributions to be
               taken into account in applying the limitations of Sections
               3.06, 3.07, and 3.08 will be those made in the plan years
               ending with or within the same calendar year.

         (b)   In the event that this Plan is aggregated with one or more
               other plans to satisfy the requirements of Sections 401(a)(4)
               and 410(b) of the Code (other than for purposes of the average

                                      36
benefit percentage test) or if one or more
               other plans is aggregated with this Plan to satisfy the
               requirements of such sections of the Code, then the
               provisions of Sections 3.06, 3.07, and 3.08 shall be
               applied by determining the Actual Deferral Percentage and
               Actual Contribution Percentage of employees as if all such
               plans were a single plan. If this Plan is permissively
               aggregated with any other plan or plans for purposes of
               satisfying the provisions of Section 401(k)(3) of the
               Code, the aggregated plans must also satisfy the
               provisions of Sections 401(a)(4) and 410(b) of the Code as
               though they were a single plan. For Plan Years beginning
               after December 31, 1989, plans may be aggregated under
               this paragraph (b) only if they have the same plan year.

          (c)  The Employer may elect to use Before-Tax Deposits to satisfy
               the tests described in Sections 3.07, and 3.08, provided that
               the test described in Section 3.06 is met prior to such
               election, and continues to be met following the Employer's
               election to shift the application of those Before-Tax Deposits
               from Section 3.06 to Section 3.07.

          (d)  Notwithstanding any provision of the Plan to the contrary, if
               employees included in a unit of employees covered by a
               collective bargaining agreement are participating in the Plan
               and not more than 2 percent of such employees are Highly
               Compensated Employees and professionals, then such employees
               shall be disregarded in applying the provisions of Sections
               3.06, 3.07, and 3.08. However, a separate Actual Deferral
               Percentage test must be performed for the group of collective
               bargaining employees on and after January 1, 1993 on the basis
               that those employees are included in a separate
               cash-or-deferred arrangement.

          (e)  For Plan Years commencing on and after January 1, 1999, if the
               Employer elects to apply the provisions of Section 410(b)(4)(B)
               to satisfy the requirements of Section 401(k)(3)(A)(i) of the
               Code, the Employer may apply the provisions of Sections ADP,
               ACP, and Multiple Use test Sections by excluding from
               consideration all eligible employees (other than Highly
               Compensated Employees) who have not met the minimum age and
               service requirements of Section 410(a)(1)(A) of the Code.

                                      37
(f)  If the Employer does not apply the special rule in subsection
               (e) above, the Employer may elect to apply the provisions of
               Treas. Reg. Section 1.401(k)-1(b)(3)(ii) and treat the portion of
               the Plan benefiting Participants who have satisfied the minimum
               requirements of Code Section 410(a)(1)(a) and the portion of
               the Plan benefiting Participants who have not satisfied such
               requirements as two separate Plans for the purpose of applying
               Code Sections 401(k) and 410(b), in accordance with the
               regulations thereunder.

3.10     Qualified Matching Contributions, Qualified Nonelective
         Contributions. The Employer may authorize that special "Qualified
         Nonelective Contributions" (on the basis of either a specified dollar
         amount or specified percentage of Compensation) and/or "Qualified
         Matching Contributions" (with respect to Before-Tax Deposits) shall
         be made for a Plan Year, which shall be allocated in such amounts and
         to such Participants, who are not Highly Compensated Employees, as
         the Plan Administrator shall determine. The Plan Administrator shall
         establish such separate accounts as may be necessary. Qualified
         Nonelective Contributions and Qualified Matching Contributions shall
         be one hundred percent (100%) nonforfeitable when made. Qualified
         Nonelective Contributions and Qualified Matching Contributions made
         before January 1, 1989 and earnings credited thereon as of that date
         may only be withdrawn by a Participant while in service under the
         provisions of Sections 7.01 or 7.02. Any Qualified Nonelective
         Contributions and Qualified Matching Contributions made on or after
         January 1, 1989 and any earnings credited on any Qualified
         Nonelective Contributions and Qualified Matching Contributions after
         such date shall only be available for withdrawal under the provisions
         of Section 7.02. Qualified Nonelective Contributions and Qualified
         Matching Contributions made for the Plan Year may be used to satisfy
         the tests described in Sections 3.06, 3.07 and 3.08, where necessary.
         Qualified Nonelective Contributions and Qualified Matching
         Contributions may be taken into account in determining the Actual
         Deferral Percentage or Actual Contribution Percentage of the
         non-Highly Compensated Employees for the preceding Plan Year under
         Section 3.06 and/or 3.07 provided the contributions are credited to
         Participants' accounts no later than the last day of the preceding
         Plan Year and are contributed to the Plan no later than the last day
         of the Plan Year being tested.

3.11     Correction Methods.

         (a)   Actual Deferral Percentage Test. If the Plan Administrator
               determines that the limitation under Section 3.06 has been
               exceeded in any Plan Year, the following provisions shall
               apply:

               (1)  The Actual Deferral Ratio of the Highly Compensated
                    Employee with the highest Actual Deferral Ratio shall be
                    reduced to the extent necessary to meet the Actual
                    Deferral Percentage test of Section 3.06 or to cause such
                    ratio to equal the Actual Deferral Ratio of the Highly
                    Compensated Employee with the next highest Actual Deferral
                    Ratio. This process will be repeated until the Actual
                    Deferral Percentage test of Section 3.06 is passed. Each
                    ratio shall be rounded to the nearest one one-hundredth of
                    one percent of the Participant's Discrimination
                    Compensation. The amount of a Highly

                                      38
Compensated Employee's Before-Tax Deposits in
                    excess of the amount permitted under his or her
                    revised Actual Deferral Ratio shall be added
                    together. This total dollar amount of excess
                    contributions ("Excess Contributions") shall then
                    be allocated to some or all Highly Compensated
                    Employees in accordance with the provisions of
                    paragraph (2) below.

               (2)  The Before-Tax Deposits of the Highly Compensated Employee
                    with the highest dollar amount of such contributions shall
                    be reduced by the lesser of (i) the amount required to
                    cause that Employee's Before-Tax Deposits to equal the
                    dollar amount of such contributions of the Highly
                    Compensated Employee with the next highest dollar amount
                    of such contributions, or (ii) an amount equal to the
                    total Excess Contributions. This procedure is repeated
                    until all Excess Contributions are allocated.

               (3)  The Excess Contributions together with Earnings thereon,
                    allocated to a Highly Compensated Employee under paragraph
                    (2) above shall be paid to the Participant before the
                    close of the Plan Year following the Plan Year in which
                    the Excess Contributions were made, and to the extent
                    practicable, within 2 1/2 months of the close of the Plan
                    Year in which the Excess Contributions were made. However,
                    any Excess Contributions for any Plan Year shall be
                    reduced by any Before-Tax Deposits previously returned to
                    the Participant under Section 3.06 for that Plan Year.

                    Excess Contributions shall be distributed from the
                    Participant's Before-Tax Deposit Account and from
                    his Qualified Matching Contribution Account (if
                    applicable) in proportion to the Participant's
                    Before-Tax Deposits and Qualified Matching
                    Contributions used in the test under Section 3.06
                    for the Plan Year. Excess Contributions shall be
                    distributed from the Participant's Qualified
                    Nonelective Contribution Account only to

                                      39
the extent the Excess Contributions exceed the
                    balance in the Participant's Before-Tax Deposit
                    Account and Qualified Matching Contribution Account.

                    In the event any Before-Tax Deposits returned under
                    this Section were matched by Company Matching
                    Deposits other than Qualified Matching
                    Contributions, such corresponding Company Matching
                    Deposits, with Earnings thereon, shall be
                    forfeited. Such forfeitures shall be treated in the
                    same manner as forfeitures arising under Article V,
                    except that forfeitures arising under this Section
                    shall not be allocated to the account of any Highly
                    Compensated Employee.

               (4)  In the event any Company Matching Deposits subject to
                    forfeiture under this Section have been distributed to the
                    Participant, the Employer shall make reasonable efforts to
                    recover the contributions from the Participant.

          (b)  The Actual Contribution Percentage Test. If the Plan
               Administrator determines that the limitation under Section 3.07
               has been exceeded in any Plan Year, the following provisions
               shall apply:

               (1)  Subsection (a)(1) and (2) shall apply, after substituting
                    "Actual Contribution Ratio", "Actual Contribution
                    Percentage", "Excess Aggregate Contributions" and "Company
                    Matching Deposits" for "Actual Deferral Ratio", "Actual
                    Deferral Percentage" "Excess Contributions", and
                    "Before-Tax Deposits", respectively.

                                      40
(2)  Excess Aggregate Contributions, together with Earnings
                    thereon, allocated to a Highly Compensated Employee under
                    paragraph (1) above shall be distributed or forfeited as
                    follows:

               (A)  Company Matching Deposits made with respect to Highly
                    Compensated Employees which exceed the maximum amount
                    permitted under the Actual Contribution Percentage Test of
                    Section 3.07, and Earnings allocable thereto, shall be
                    forfeited, if otherwise forfeitable under the terms of
                    the Plan.

               (B)  Nonforfeitable Company Matching Deposits which exceed the
                    maximum amount permitted under the Actual Contribution
                    Percentage Test of Section 3.07 plus any Earnings allocable
                    thereto, shall be paid to the Highly Compensated Employees
                    with respect to whom such Excess Aggregate Contributions
                    were made.

               (3)  Any repayment or forfeiture of Excess Aggregate
                    Contributions shall be made before the close of the Plan
                    Year following the Plan Year for which the Excess
                    Aggregate Contributions were made, and to the extent
                    practicable, any repayment or forfeiture shall be made
                    within 2 1/2 months of the close of the Plan Year in which
                    the Excess Aggregate Contributions were made. In the event
                    any Company Matching Deposits subject to forfeiture have
                    been distributed to the Participant, the Employer shall
                    make reasonable efforts to recover the contributions from
                    the Participant.

               (4)  Amounts distributed to or forfeited by Highly Compensated
                    Employees under this Section shall be treated as Annual
                    Additions under Section 3.03. Amounts forfeited by Highly
                    Compensated Employees under this Section shall be treated
                    in the same manner as forfeitures

                                      41
arising under Article V except that forfeitures arising
                    under this Section shall not be allocated to the account
                    of any Highly Compensated Employee.

         (c)   "Earnings" means the amount of income to be returned with any
               Excess Contributions or Excess Aggregate Contributions.
               Earnings on Excess Contributions shall be determined by
               multiplying the income earned on the Before-Tax Deposit Account
               for the Plan Year to which the Excess Contributions relate by a
               fraction, the numerator of which is the Excess Contributions
               for the Plan Year and the denominator of which is the
               Before-Tax Deposit Account balance at the end of the Plan Year,
               disregarding any income or loss occurring during the Plan Year.
               Earnings on Excess Aggregate Contributions shall be determined
               in a similar manner by substituting the sum of the
               Participant's Employer Matching Deposit Account for the
               Before-Tax Deposit Account, and the Excess Aggregate
               Contributions for the Excess Contributions in the preceding
               sentence.

3.12     Rollovers and Transfers.

         (a)   An Employee, regardless of whether he has satisfied the
               eligibility requirements of Article II, who has received a
               distribution of all or part of his interest in a plan which
               meets the requirements of Section 401(a) of the Code may, in
               accordance with procedures established by the Plan
               Administrator, transfer the distribution to the Trust, instruct
               the Trust to accept such distribution directly from the
               distributing plan, provided the following conditions are met:

               (1)  the distribution qualified for rollover pursuant to
                    Section 402(a)(5) of the Code is an Eligible Rollover
                    Distribution as defined in Section 6.07;

               (2)  the transfer occurs on or before the sixtieth (60th) day
                    following the Employee's receipt of the distribution from
                    the other plan, or, if such distribution had previously
                    been transferred into an individual retirement

                                      42
account or individual retirement annuity described in
                    Section 408 of the Code, on or before the sixtieth (60th)
                    day following the Employee's receipt of the distribution
                    from such account annuity;

               (3)  the amount transferred does not exceed the fair market
                    value of all the property the Employee receives in the
                    distribution, reduced by the employee contributions (other
                    than accumulated deductible employee contributions within
                    the meaning of Section 72(o)(5) of the Code);

               (4)  the Employee provides the Administrator with whatever
                    information it deems necessary to determine that the
                    proposed rollover will meet the requirements of this
                    Section;

               (5)  the Employee has not previously requested that the Plan
                    accept a rollover with respect to amounts received from
                    the distributing plan.

         (b)   The Plan Administrator, at the direction of the Board, may
               permit the direct transfer of amounts from another plan to this
               Plan provided it is established to the satisfaction of the Plan
               Administrator that the transferor plan and trust are qualified
               under Sections 401(a) and 501(a) of the Code and that transfer
               of such amounts to the Plan will not jeopardize the qualified
               status of the Plan and Trust under such Code sections.

         (c)   Amounts which are rolled over or transferred to the Plan shall
               be allocated to the Employee's Rollover Account or Prior Plan
               Account as appropriate.

3.13     Deductible Voluntary Contributions. Prior to January 1, 1987,
         Participants were allowed to make Deductible Voluntary Contributions
         to the Plan. Although these contributions were not allowed after
         December 31, 1986, Deductible Voluntary Contributions made prior to
         that date will be maintained in the Plan and will be nonforfeitable
         at all times. No part of the Deductible Voluntary Contribution
         Account will be used to purchase life insurance.

3.14     After-Tax Contributions. Prior to January 1, 1987, Participants were
         allowed to make After-Tax Contributions to the Plan. Although these
         contributions were not allowed after December 31, 1986, After-Tax
         Contributions made prior to that date will be maintained in the Plan
         and will be nonforfeitable at all times.

3.15     Contributions During Period of Military Leave.

         (a)   Notwithstanding any provision of this Plan to the contrary,
               contributions, benefits and service credit with respect to
               qualified military service will be provided in accordance with
               Section 414(u) of the Code. Without regard to any limitations
               on contributions set forth in this Article III, a Participant
               who is reemployed on or after October 14, 1994 and is credited
               with Vesting Service under the provisions of Article V because
               of a period of service in the uniformed services of the United

                                      43
States, may elect to contribute to the Plan the Before-Tax
               Deposits that could have been contributed to the Plan in
               accordance with the provisions of the Plan had he or she
               remained continuously employed by the Employer throughout such
               period of absence ("make-up contributions"). The amount of
               make-up contributions shall be determined on the basis of the
               Participant's Plan Compensation in effect immediately prior to
               the period of absence, and the terms of the Plan at such time.
               Any Before-Tax Deposits so determined shall be limited as
               provided in Sections 3.01, 3.05, 3.06, 3.07, and 3.08 with
               respect to the Plan Year or Years to which such contributions
               relate rather than the Plan Year in which payment is made. Any
               payment to the Plan described in this paragraph shall be made
               during the applicable repayment period. The repayment period
               shall equal three times the period of absence, but not longer
               than five years and shall begin on the latest of: (i) the
               Participant's date of reemployment, (ii) October 13, 1996, or
               (iii) the date the Employer notifies the Employee of his or her
               rights under this Section. Earnings (or losses) on make-up
               contributions shall be credited commencing with the date the
               make-up contribution is made in accordance with the provisions
               of Article IV.

         (b)   With respect to a Participant who makes the election described
               in paragraph (a) above, the Employer shall make Company
               Matching Deposits, on the make-up contributions in the amount
               described in the provisions of Section 3.01, as in effect for
               the Plan Year to which such make-up contributions relate.
               Employer Matching Deposits under this paragraph shall be made
               during the period described in paragraph (a) above. Earnings
               (or losses) on Company Matching Deposits shall be credited
               commencing with the date the contributions are made in
               accordance with the provisions of Article 4. Any Company
               Matching Deposits described in Sections 3.01, 3.07 and 3.08
               shall be applied with respect to the Plan Year or Years to
               which such contributions relate rather than the Plan Year or
               Years in which payment is made.

         (c)   All contributions under this Section are considered "annual
               additions," as defined in Section 415(c)(2) of the Code, and
               shall be limited in accordance with the provisions of Sections
               3.03 and 3.04 with respect to the Plan Year or Years to which
               such contributions relate rather than the Plan Year in which
               payment is made.

                                      44
ARTICLE IV

                   Participant Accounts and Investment Funds

4.01     Maintenance of Participant Accounts.

         (a)   A separate Participant Account shall be maintained with respect
               to each Participant. Each Participant Account shall hold the
               net accumulation of all amounts deposited to the Plan on behalf
               of a Participant, along with all investment allocations and net
               of any withdrawals, distributions, transfers, expenses, or
               other charges.

         (b)   Each Participant Account shall maintain separately the value of
               each type of Deposit made on the Participant's behalf. These
               accounts shall include:

               (1)  A Before-Tax Deposit Account shall be maintained for
                    Before-Tax Deposits and earnings thereon.

               (2)  An After-Tax Deposit Account shall be maintained for
                    After-Tax Deposits made prior to 1987 (and earnings
                    thereon) including After-Tax Deposits made to the Corroon
                    & Black Employees Savings and Stock Investment Plan.

               (3)  A Company Matching Deposit Account shall be maintained
                    for Company Matching Deposits and earnings thereon.

               (4)  A Rollover Account shall be maintained for Rollover
                    Deposits and earnings thereon.

               (5)  A Deductible Contribution Account shall be maintained for
                    Deductible Contributions made prior to 1987 and earnings
                    thereon including Deductible Contributions made to the
                    Corroon & Black Employees Savings and Stock Investment
                    Plan.

               (6)  A Prior Plan Account shall be maintained for deposits made
                    to the Plan pursuant to a merger or acquisition and
                    earnings thereon.

               (7)  A Predecessor Plan Company Matching Deposit Account shall
                    be maintained for employer matching deposits previously
                    contributed to the Corroon & Black Employees Savings and
                    Stock Investment Plan.

               (8)  A Special Basic Deposit Account shall be maintained for
                    the Special Basic Deposit and earnings thereon.

                                      45
(c)   Valuation. The values in each Participant Account shall be
               determined by the Benefits Committee, as of each Valuation
               Date, on the basis of the market values of each Investment Fund
               as the end of such Valuation Date.

               The valuation shall reflect the effect on each Account or
               Subaccount of Deposits, income credited or accrued, realized
               and unrealized appreciation or depreciation, distributions,
               withdrawals, inter-fund transfers, expenses, and all other
               transactions affecting the respective Investment Funds since
               the end of the last preceding Valuation Date. All routine
               Plan administrative expenses (for such services as account
               recordkeeping, required audits, government filings and
               selection of investment contracts) as are incurred by the
               Plan from third party service providers shall be charged
               against the Plan investment earnings before such earnings
               are distributed to Plan Participants, or the Company may
               elect to pay such expenses directly.

4.02     Investment Funds.

         (a)   The Company shall determine what investment options to offer
               under the Plan and may, from time to time, change the
               investment options offered hereunder. As of October 1, 1999,
               the Investment Funds shall be the following:

                        MetLife Guaranteed Fixed Income Account
                        PIMCO Total Return Fund
                        PIMCO High Yield Fund
                        American Century Income and Growth Fund
                        Harris Associates-Oakmark Fund
                        MetLife Stock Market Index Guarantee Account
                        Janus Fund
                        Harris Associates-Oakmark Select Fund
                        Baron Asset Fund
                        Loomis Sayles Small Cap Growth Fund
                        Loomis Sayles Small Cap Value Fund
                        Templeton Foreign Fund
                        MetLife/UAM Extended Short-Term TimeStyle Portfolio
                        MetLife/UAM Medium-Term TimeStyle Portfolio
                        MetLife/UAM Long-Term TimeStyle Portfolio
                        Self-Directed Brokerage Account

         (b)   As of each Valuation Date, a valuation of each Investment Fund
               shall be performed by or at the direction of the Company in
               order to determine the value of each Investment Fund and to
               reconcile the Investment Funds from the prior Valuation Date.

4.03     Investment of Deposits.

                                      46
(a)   A Participant may direct that any deposits made on his behalf
               be allocated to one or more of the Investment Funds described
               in Section 4.02(a) in multiples of one percent (1%) of pay.

               Deposits will be accepted and allocated to an Investment
               Fund only to the extent the Participant has filed an
               election in accordance with this Section directing the
               investment of such Deposits.

               Any amounts deposited into the Participant's Accounts and
               any interest thereon may be transferred among any of the
               Investment Funds in accordance with the limitations set
               forth in Section 4.04.

         (b)   Election Forms. Each Participant must make an election
               directing the allocation of all of his future deposits in
               accordance with subsection (a) prior to the date they are
               received by the Trust. Such direction shall continue in effect
               until such time as the Participant elects a different
               allocation.

               The investment of future deposits may be changed effective
               as soon as administratively feasible after the election has
               been received by the Benefits Committee or its delegate.
               Elections must be made in accordance with the rules and
               procedures established by the Plan Administrator and
               provided to the Participant prior to his Entry Date, or with
               respect to subsequent changes in such rules and procedures,
               the effective date of such changes.

4.04     Transfers Between Funds.

         (a)   A Participant may elect on any day to transfer amounts from one
               Investment Fund to another. Transfers shall be either in
               increments of one percent (1%) or in a specific dollar amount.

               Such election shall be effective as soon as administratively
               feasible after the election has been received by the
               Benefits Committee or its delegate.

         (b)   The timing and frequency of transfers among investment options
               may be further restricted if such restrictions are required by
               the company handling or providing the investment option.

         (c)   Elections must be made in accordance with the rules and
               procedures established by the Plan Administrator and provided
               to the Participant.

4.05     Separation of Forfeitures and Accounts by Employer. Accounts of
         Participants employed by a particular Employer shall no longer be
         administered separately for the purpose of allocating employer
         contributions and forfeitures. Forfeitures of accounts of
         Participants shall be used to reduce the subsequent total
         contributions for all Employers in accordance with Section 5.02.

                                      47
ARTICLE V

                            Vesting and Forfeitures

5.01     Nonforfeitable Accounts. A Participant shall have a nonforfeitable
         right to the value of his entire Before-Tax Deposit Account, Special
         Company Deposit Account, After-Tax Deposit Account, Rollover Account
         and Deductible Contribution Account.

5.02     Company Matching Deposit Account.

         (a)   Normal Vesting. The Participant's Company Matching Deposit
               Account and Predecessor Plan Company Matching Deposit Account
               shall be divided into the portion to which the Participant has
               a nonforfeitable right and the portion to which he has not
               acquired a nonforfeitable right. The portion of the Company
               Matching Deposit Account to which a Participant has a
               nonforfeitable right shall be determined by multiplying the
               entire value of the Account by the applicable Vested
               Percentage. The Vested Percentage of a Participant shall be in
               accordance with the following schedule:

                                                    Vested Percentage
                   Completed Years of                  Applicable to
                        Service                 Company Matching Deposits

                          0-2                                 0%
                           3                                 25%
                           4                                 50%
                           5 or more                        100%

               A Participant shall have a nonforfeitable right to the
               balance in his Prior Plan Account according to the vesting
               schedule prescribed by the relevant prior plan.

               Provided however, that any person who is a Participant and
               an Eligible Employee employed by Management Science
               Associates, Inc. on April 1, 1996 shall have a
               nonforfeitable right to the entire value of his Company
               Matching Deposit Account and Predecessor Plan Company
               Matching Deposit Account as of that date.

               Provided further, that any person who is a Participant and
               an Eligible Employee employed by Willis Corroon Corporation
               of Sacramento on May 31, 1996 shall have a nonforfeitable
               right to the entire value of his Company Matching Deposit
               Account and Predecessor Plan Company Matching Deposit
               Account as of that date.

               Provided further, any person listed in Appendix A who was
               not offered permanent employment continuing after November
               10, 1996 with the Employer in a position comparable to the
               position the Participant held prior to November 11, 1996
               shall

                                      48
have a nonforfeitable right to the entire value of his
               Company Matching Deposit Account, Predecessor Plan Company
               Matching Deposit Account, and Prior Plan Account as of
               November 11, 1996.

               Provided further, any person listed in Appendix B who was
               not offered permanent employment continuing after November
               30, 1996 with the Employer in a position comparable to the
               position the Participant held prior to December 1, 1996
               shall have a nonforfeitable right to the entire value of his
               Company Matching Deposit Account, Predecessor Plan Company
               Matching Deposit Account, and Prior Plan Account as of
               November 30, 1996.

         (b)   Notwithstanding (a) above, a Participant or an Inactive
               Participant shall be fully vested in his Company Matching
               Deposit Account, Predecessor Plan Company Matching Deposit
               Account, and Prior Plan Account upon death, attainment of
               Normal Retirement Age, or Disability if such event occurs while
               he is employed by the Affiliated Group. Furthermore, the
               Participant shall be fully vested upon termination of the Plan
               or upon the occurrence of another event described in Section
               9.03, if such event occurs prior to the time the Participant
               has incurred a forfeiture.

         If a Participant separates from service prior to acquiring a
         nonforfeitable right to the entire value of his Company Matching
         Deposit Account and Predecessor Plan Company Matching Deposit
         Account, the nonvested portion of such Account shall be forfeited
         upon the earlier to occur of (a) or (b) below where:

         (a)   is the date on which the Participant receives full payment of
               his vested Accrued Benefit upon termination of participation in
               the Plan within the meaning of Treasury Regulation Section
               1.411(a)-7(d)(4)(ii), and

         (b)   is the date on which the Participant incurs five (5)
               consecutive one-year Periods of Severance.

         Such forfeitures shall be used to reduce subsequent Employer
         contributions used for Company Matching Deposits.

5.03     Restoration of Forfeitures.

         (a)   If a Participant whose entire Company Matching Deposit Account
               has been forfeited under Section 5.02 returns to service prior
               to incurring a five (5) year Period of Severance, the dollar
               amount forfeited shall be restored to the Participant's Company
               Deposit Account at the time of re-employment.

         (b)   If a Participant who forfeited a portion of his Company
               Matching Deposit Account or Predecessor Plan Company Matching
               Deposit Account upon separation from service returns to service
               prior to incurring five (5) consecutive one-year Periods of
               Severance, the dollar amount forfeited shall be restored to the

                                      49
Participant's Company Matching Deposit Account and Predecessor
               Plan Company Matching Deposit Account if the Participant repays
               the full amount of any distribution received upon separation
               from service before the earlier of five (5) years after the
               first date on which he is subsequently re-employed by the
               Employer or the close of the first period of five (5)
               consecutive one-year Periods of Severance commencing on the
               date of the distribution.

         (c)   The funds for such restoration shall be taken from any
               available forfeited amounts at the time the Participant is
               reemployed or repays the distribution (as applicable) or, if
               such forfeited amounts are insufficient to provide the
               restoration, shall be provided by Employer contribution.

5.04     Vesting in Prior Contributions. If a Participant returns to
         employment after incurring a five (5) year Period of Severance, his
         Years of Service subsequent to such five (5) year period shall not be
         taken into account for purposes of determining the Vesting Percentage
         applicable to Employer contributions which accrued before such five
         (5) year period.

5.05     Partial Distribution or Withdrawals.  A Participant whose Vesting
         Percentage is less than one hundred percent (100%) and who

         (a)   has received an in-service withdrawal of any portion of his
               Company Matching Deposit Account pursuant to Article VII, or

         (b)   has received a distribution under Article VI and has not repaid
               the amount of his distribution as provided under Section 5.03,

         shall have the vested portion of the Company Matching Deposit Account
         computed by the formula P (A + D) - D, where P equals the Vesting
         Percentage at the relevant time, A equals the Company Deposit Account
         balance at the relevant time, and D equals the amount of the previous
         withdrawal or unrepaid distribution.

5.06     Predecessor Employers.  Years of Service for a predecessor Employer as
         that term is defined in Code Section 414(a)(1) shall be taken into
         account for vesting purposes.

5.07     Determination of Vesting. The Plan Administrator shall determine
         whether an Employee is fully vested based upon information furnished
         by the Employee or Employer, as appropriate. This determination shall
         be conclusive and binding on all parties.

                                      50
ARTICLE VI

                                 Distributions

6.01     Events Allowing Distribution. A Participant shall be eligible to
         receive a distribution of his vested Accrued Benefit upon retirement,
         death, separation from service or Disability; provided, however, that
         the eligibility of a Participant to receive a distribution on account
         of a separation from service shall be waived if he returns to
         employment with an Employer prior to receiving such distribution.

         A Participant shall also be eligible to receive a distribution of his
         vested Accrued Benefit upon: (a) termination of this Plan without
         establishment or maintenance of a successor plan (as described in
         Section 401(k)(10) of the Code and the regulations thereunder) or (b)
         upon disposition by his Employer of substantially all of the assets
         (within the meaning of Section 409(d)(2) of the Code) used by such
         Employer in a trade or business or upon the disposition by such
         Employer of its interest in a subsidiary (within the meaning of
         Section 409(d)(3) of the Code), but only if: (i) the Participant
         continues employment with the corporation acquiring such assets or
         with such subsidiary, as the case may be; (ii) the acquiring entity
         is not a member of the Affiliated Group; and (iii) the acquiring
         entity does not maintain the Plan. An event shall not be treated as
         described in this paragraph with respect to any Participant unless
         the Participant receives a lump sum distribution as described in
         Section 401(k)(10)(B) of the Code.

         Distributions shall be payable as provided in Sections 6.02 and 6.03.

6.02     Form of Distribution.

         (a)   Subject to the conditions and limitations set forth in other
               provisions of this Plan, distributions to or with respect to a
               Participant shall be made in one single sum. Provided, however,
               that any form of distribution applicable to amounts transferred
               to the Plan as provided in Section 3.12(b) shall be preserved
               with respect to such amounts to the extent required by law.
               Provided further that this Section shall apply to any
               Participant who commences receiving a Benefit required under
               Sections 6.04(b) and 6.05 and who subsequently incurs an event
               specified in Section 6.01.

         (b)   If a Participant dies while legally married prior to the
               distribution of his Participant Account, the value of such
               Account, determined under 6.03 below reduced by the balance of
               any loan outstanding to the Participant from the Plan and
               secured by the Participant's account, shall be distributed by
               payment in a single sum to the Participant's surviving spouse
               unless the Participant and his surviving spouse had made a
               Qualified Election prior to his death. If a Qualified Election
               had been made, payment shall be made in a single sum to or for
               the benefit of the Participant's Beneficiary or Beneficiaries.

                                      51
If a Qualified Election had not been made prior to the
               Participant's death, the Participant's surviving spouse may
               elect to defer distribution of the Participant's Account
               until a date which is no later than the date which would
               have been the Participant's Normal Retirement Date.

               A Qualified Election means an election made by the
               Participant providing that the balance of the Participant's
               Accounts will not be distributed in full to the surviving
               spouse, and

               (1)  the spouse of the Participant consents in writing to such
                    election and to the designation of the alternate
                    Beneficiary and acknowledges the effect of such election
                    on forms provided by and filed with the Benefits Committee
                    and witnessed by a Plan representative or a notary public;
                    or

               (2)  it is established that the Participant has no spouse or
                    that such spouse cannot be located, or under such other
                    circumstances as may be provided by the Code or applicable
                    regulations thereunder.

               Any consent by a spouse pursuant to this paragraph shall be
               effective only with respect to such spouse. Spousal consent
               is irrevocable unless the Participant revokes his Qualified
               Election in order to designate another nonspouse Beneficiary.
               In such case, a new Qualified Election must be made in
               accordance with this paragraph.

6.03     Amount and Timing of Distributions

         (a)   A Participant eligible to receive a distribution in accordance
               with Section 6.01 shall be entitled to receive the value of his
               vested Accrued Benefit as of the Valuation Date specified in
               subsection 6.03(b) reduced by the balance of any loan
               outstanding to the Participant from the Plan and secured by the
               Participant's account. Such distribution shall be made as soon
               as administratively feasible after an event described in
               Section 6.01 has occurred. If the vested Accrued Benefit is
               zero, the Participant shall be deemed to have received a
               distribution of such benefit on the date of employment
               termination. Notwithstanding anything in this Section to the
               contrary, if the value of the Participant's vested Accrued
               Benefit exceeds the amount prescribed in Section 411(a)(11)(A)
               of the Code (five thousand dollars ($5,000) effective January
               1, 1998) at the time of this distribution (or, prior to January
               1, 1999, at the time of any prior distribution), no
               distribution shall be made hereunder prior to the Participant's
               Normal Retirement Date without the consent of the Participant.
               In the event the Participant does not consent to such
               distribution, the Benefits Committee shall cause the Trustee to
               distribute his vested Accrued Benefit to the Participant or his
               Beneficiary, as the case may be, in accordance with this
               Article VI within a reasonable period following the earliest of
               (i) the last day of the Plan Year in which the Participant
               attains his Normal Retirement Age; (ii) the last day of the
               Plan Year in which the Participant dies; or (iii) the date on
               which the Participant files an election with the

                                      52
Plan Administrator to have his entire vested Accrued Benefit
               distributed to him. Such distribution shall be in the form of a
               single sum benefit and shall be valued as of the Valuation Date
               coinciding with the date of distribution.

         (b)   The Valuation Date specified in this subsection means:

               (1)  For any Participant whose vested Accrued Benefit does not
                    exceed the amount prescribed in Section 411(a)(11)(A) of
                    the Code (five thousand dollars ($5,000) effective January
                    1, 1998) at the time of this distribution (or, prior to
                    January 1, 1999, at the time of any prior distribution),
                    or who has reached his Normal Retirement Date before the
                    occurrence of an event described in Section 6.01, the
                    Valuation Date that occurs as soon after the Employer
                    notifies the Plan Administrator that an event described in
                    Section 6.01 has occurred as is administratively feasible
                    to allow the Employer to process the distribution or

               (2)  For any Participant not described in subsection (1), the
                    Valuation Date that occurs as soon after the date on which
                    the Participant files an election with the Plan
                    Administrator to have his entire vested Accrued Benefit
                    distributed to him as is administratively feasible to
                    allow the Employer to process the distribution, but no
                    later than the Valuation Date following his Normal
                    Retirement Date.

6.04     Commencement of Benefits.

         (a)   Unless the Participant elects otherwise in writing pursuant to
               a provision of this Plan in effect on the date of such
               election, the payment of Benefits under the Plan to a
               Participant shall commence no later than the sixtieth (60th)
               day after the close of the Plan Year in which the last of the
               following occurs:

               (1)  The Participant attains age sixty-five (65);

               (2)  The tenth (10th) anniversary of the Participant's initial
                    participation in the Plan occurs; or

               (3)  The Participant terminates service with any member of the
                    Affiliated Group.

         (b)   Effective January 1, 1997, with respect to a five percent (5%)
               owner, distribution of benefits shall commence not later than
               April 1 of the calendar year following the calendar year in
               which the Participant attains age seventy and one-half (70
               1/2). Also effective January 1, 1997, a Participant who is not
               a five percent (5%) owner shall commence receipt of benefits
               not later than April 1 of the calendar year following the
               calendar year in which the Participant reaches age seventy and
               one-half or retires, if later. Notwithstanding the above, a
               Participant who commenced minimum distributions under Code
               Section 401(a)(9) prior to January 1, 1997, and who does not
               elect a complete distribution of his Account under

                                      53
Section 7.04, shall continue to receive minimum
               distributions in accordance with the Plan as in effect on
               December 31, 1996.

6.05     Methods of Distribution. Effective January 1, 1997, all distributions
         required under this Section shall be determined and made in
         accordance with the regulations under Section 401(a)(9) of the Code
         as in effect on January 1, 1997 or as hereafter amended and the
         regulations thereunder, including the minimum distribution incidental
         benefit requirement of Proposed Treasury Regulation Section
         1.401(a)(9)-2.

6.06     Distributions Pursuant to a Qualified Domestic Relations Order.
         Distribution of benefits to an alternate payee under a qualified
         domestic relations order meeting the requirements of Section 414(p)
         of the Code shall be made in a single sum to such alternate payee,
         unless such alternate payee elects otherwise in accordance with a
         form of payment permitted under the terms of this Article VI. Such
         payment shall be made on a date specified in the qualified domestic
         relations order, which date may precede the time the Participant
         would be eligible to receive a distribution under the terms of the
         Plan.

6.07     Direct Rollover Distributions.

         (a)   Direct Rollover Election. Notwithstanding any provision of the
               Plan to the contrary that would otherwise limit a Distributee's
               election under this Section, a distributee may elect at the
               time and in the manner prescribed by the Plan Administrator, to
               have any portion of an Eligible Rollover Distribution to which
               he is otherwise entitled, paid directly to an Eligible
               Retirement Plan specified by the Distributee in a direct
               rollover.

         (b)   Definitions.

               (1)  "Eligible Rollover Distribution" means any distribution of
                    all or any portion of the balance to the credit of the
                    Distributee, except that an Eligible Rollover Distribution
                    does not include: any distribution that is one of a series
                    of substantially equal periodic payments (not less
                    frequently than annually) made for the life (or life
                    expectancy) of the Distributee or the joint lives (or
                    joint life expectancies) of the Distributee and the
                    Distributee's designated Beneficiary, or for a specified
                    period of ten (10) years or more; any distribution to the
                    extent such distribution is required under Section
                    401(a)(9) of the Code; and the portion of any distribution
                    that is not includible in gross income (determined without
                    regard to the exclusion for net unrealized appreciation
                    with respect to employer securities). Effective for Plan
                    Years beginning on or after January 1, 2000, Eligible
                    Rollover Distribution does not include any hardship
                    distribution described in Code Section
                    401(k)(2)(B)(i)(IV).

               (2)  "Eligible Retirement Plan" means an individual retirement
                    account described in Section 408(a) of the Code, an
                    individual retirement annuity described in Section 408(b)
                    of the Code, an annuity plan described in

                                      54
Section 403(a) of the Code, or a qualified trust described
                    in Section 401(a) of the Code, that accepts the
                    Distributee's Eligible Rollover Distribution. However, in
                    the case of an Eligible Rollover Distribution to the
                    surviving Spouse, an Eligible Retirement Plan is an
                    individual retirement account or individual retirement
                    annuity.

               (3)  "Distributee" means an Employee or former Employee. In
                    addition, the Employee's or former Employee's surviving
                    Spouse and the Employee's or former Employee's Spouse or
                    former Spouse who is the alternate payee under a qualified
                    domestic relations order, as defined in Section 414(p) of
                    the Code, are Distributees with regard to the interest of
                    the Spouse or former Spouse.

               (4)  "Direct Rollover" means a payment by the Plan to the
                    Eligible Retirement Plan specified by the Distributee.

                                      55
ARTICLE VII

                            In-Service Withdrawals

7.01     Hardship Withdrawals.

         (a)   Hardship defined. A Participant may request a withdrawal of a
               lump sum amount from his Before-Tax Deposit Account and from
               the vested portion of his Company Matching Deposit Account in
               the event of immediate and heavy financial need. Such request
               shall be made in accordance with procedures established by the
               Benefits Committee. Immediate and heavy financial need shall
               include any of the following occurrences:

               (1)  Unreimbursed medical expenses (as defined in Code Section
                    213(d)) and amounts necessary to obtain medical care for
                    the Participant, the Participant's spouse or any
                    dependent.

               (2)  Purchase of the Participant's principal residence (but not
                    ongoing mortgage payments).

               (3)  Payment of tuition, related educational fees, and room and
                    board expenses, for the immediately forthcoming twelve
                    (12) month period of post-secondary education for the
                    Participant, his spouse or dependents (as defined in Code
                    Section 152).

               (4)  Payment to prevent eviction from or foreclosure on a
                    Participant's principal residence.

               For the purposes of this Section, dependents shall be those
               persons considered to be dependents for the purposes of Section
               152 of the Code.

         (b)   Availability of hardship withdrawals. The Benefits Committee
               will approve a request for a hardship withdrawal only if each
               of the following conditions are met:

               (1)  The distribution is not in excess of that which is
                    required to meet the immediate and heavy financial need of
                    the Participant, including any amounts necessary to pay
                    any federal, state, or local income taxes or penalties
                    reasonably anticipated to result from the distribution.

               (2)  The Participant has obtained all distributions (other than
                    hardship withdrawals) and nontaxable plan loans available
                    from the Plan or from any other qualified and nonqualified
                    plan sponsored by the Employer.

                                      56
(3)  The Participant suspends all elective contributions
                    (within the meaning of Treasury Regulation Section
                    1.401(k)-1(g)(4)) and employee contributions (within the
                    meaning of Treasury Regulation Section
                    1.401(k)-1(a)(2)(ii)) to all plans sponsored by the
                    Employer for the twelve (12) consecutive month period
                    commencing on the date of the hardship distribution.

               (4)  The Plan, and all other plans maintained by the Employer,
                    reduce the aggregate limit on elective deferrals (as
                    specified under Section 402(g) of the Code) for the
                    Participant's taxable year immediately following the year
                    in which the hardship distribution occurs by the amount of
                    elective contributions (within the meaning of Treasury
                    Regulation Section 1.401(k)-1(g)(3)) made on behalf of the
                    Participant during the taxable year in which the hardship
                    withdrawal occurs.

         (c)   Amounts available for hardship withdrawal. A Participant may
               withdraw on account of hardship an amount equal to his Before
               Tax Deposits, including earnings credited to such Deposits as
               of December 31, 1988, as well as the vested portion of his
               Company Matching Deposit Account.

               Qualified Matching Contributions, Qualified Non-elective
               Contributions and income credited on Before-Tax Deposits after
               December 31, 1988 shall not be available for hardship
               withdrawal.

         Withdrawals under this Section will be made available as soon as
         administratively feasible after a request has been received by the
         Benefits Committee or its delegate and approved for payment. The
         value of accounts will be determined as of the Valuation Date
         preceding the date the withdrawal is paid.

         Notwithstanding any other provision of this plan, hardship
         withdrawals are not available with respect to contributions made with
         respect to Contribution Periods during which the Participant is
         compensated for services rendered in the United Kingdom.

7.02     Withdrawals After Age 59 1/2. A Participant who has attained age
         fifty-nine and one-half (59 1/2) may request a withdrawal in a lump
         sum of all or any part of the value of his Participant Account
         attributable to Before Tax Deposits, vested Company Matching
         Deposits, and Special Basic Deposit Account; provided, however, that
         in no event may a Participant have more than one (1) withdrawal in
         any calendar year.

         Withdrawals under this Section will be made available as soon as
         administratively feasible after a request has been received by the
         Benefits Committee or its delegate and approved for payment. The
         value of accounts will be determined as of the Valuation Date
         preceding the date the withdrawal is paid.

         Notwithstanding any other provision of this plan, age 59 1/2
         withdrawals are not available with respect to contributions made with
         respect to Contribution Periods during which the Participant is
         compensated for services rendered in the United Kingdom.

                                      57
7.03     Withdrawal of Other Contributions. Once each year, a Participant may
         request a withdrawal of any amount from his After-Tax Deposit
         Account, Rollover Account, Predecessor Plan Company Matching Deposit
         Account, Deductible Contribution Account or, subject to the following
         paragraph, his Prior Plan Account; provided, however, that in no
         event may a Participant have more than one (1) withdrawal in any
         calendar year.

         Withdrawals from a Prior Plan Account shall be permitted only to the
         extent such withdrawal would have been permitted under the plan from
         which such amounts were transferred.

         Withdrawals under this Section will be made available as soon as
         administratively feasible after a request has been received by the
         Benefits Committee or its delegate and approved for payment. The
         value of accounts will be determined as of the Valuation Date
         preceding the date the withdrawal is paid.

         Notwithstanding any other provision of this plan, withdrawals under
         this Section are not available with respect to contributions made
         with respect to Contribution Periods during which the Participant is
         compensated for services rendered in the United Kingdom.

7.04     Withdrawals After Age 65. A Participant who has attained age
         sixty-five (65) may request a withdrawal in a lump sum of all or any
         part of the value of his Participant Account. However, in no event
         may a Participant have more than one (1) withdrawal in any calendar
         year.

         Withdrawals under this Section will be made available as soon as
         administratively feasible after a request has been received by the
         Benefits Committee or its delegate and approved for payment. The
         value of accounts will be determined as of the Valuation Date
         preceding the date the withdrawal is paid.

         Notwithstanding any other provision of this plan, withdrawals under
         this Section are not available with respect to contributions made
         with respect to Contribution Periods during which the Participant is
         compensated for services rendered in the United Kingdom.

7.05     Loans to Participants. An Active Participant or any party in interest
         who is an Inactive Participant, a Beneficiary or, to the extent
         provided in a qualified domestic relations order, an alternate payee,
         may apply for a loan from his vested Accrued Benefit by filing an
         application with the Plan Administrator who shall determine whether a
         loan will be granted. Loans that are granted shall be subject to the
         following conditions:

         (a)   A Participant's loan, when added to the balance of any other
               outstanding loans the Participant may have, shall not exceed
               the lesser of:

               (1)  Fifty thousand dollars ($50,000) reduced by the excess of
                    (1) the highest outstanding loan balance of the
                    Participant's loans outstanding during the immediately
                    prior twelve (12) month period (ending the day before the

                                      58
new loan is granted) over (2) the total of all outstanding
                    loans the day the new loan is granted or

               (2)  Fifty percent (50%) of the Participant's vested Accrued
                    Benefit.

               For purposes of this Section, the Participant's vested Accrued
               Benefit shall be determined as of the Valuation Date preceding
               the date of the loan. However, under no circumstances may the
               loan amount exceed the Participant's vested Accrued Benefit as
               of the date the loan is disbursed.

         (b)   Each loan shall be secured by the Participant's vested Accrued
               Benefit or by such other security as the Plan Administrator may
               deem to be adequate. Provided, however, that in no event may
               more than fifty percent (50%) of the Participant's vested
               Accrued Benefit be used as security for loans made under this
               Section.

         (c)   All loans shall become due and payable upon the earlier of
               termination of employment or the expiration of five (5) years
               from the date of the loan, except that the five (5) year
               repayment period shall be extended for a period of up to
               fifteen (15) years for any loan used for the purpose of
               purchasing a Participant's principal residence.

         (d)   If the Plan provides for Investment Funds, each loan shall be
               made from and repaid to the subaccounts under the various
               Investment Fund(s) in accordance with procedures established by
               the Plan Administrator.

         (e)   Repayment of loans shall be by payroll deduction, or other
               approved method, on a level amortization basis; provided,
               however, that a Participant may prepay the outstanding
               principal balance of his loan at any time.

         (f)   In the event of default, foreclosure on the note and attachment
               of security shall not take place until the occurrence of a
               distributable event under the Plan. No distribution shall be
               made to any Participant or to a Beneficiary of any Participant
               until all outstanding loans to such Participant, including
               interest accrued thereon, have been liquidated.

         (g)   The Plan Administrator shall set loan interest rates in
               accordance with regulations issued by the Department of Labor.

         (h)   The Plan Administrator may establish such other procedures or
               rules as may be reasonable, necessary or desirable to
               administer this loan program in compliance with all applicable
               law.

         (i)   Notwithstanding any other provision of this plan, loans are not
               available with respect to contributions made with respect to
               Contribution Periods during which the Participant is
               compensated for services rendered in the United Kingdom.

                                      59
7.06     Procedure for Withdrawals. Withdrawal requests and loan applications
         shall be made pursuant to the rules and procedures established by the
         Plan Administrator and provided to the Participant upon request.

                                      60
ARTICLE VIII

                              Plan Administration

8.01     Plan Administration. The Board shall appoint a Benefits Committee to
         serve as the Plan Administrator. The Benefits Committee
         shall be the named fiduciary having the authority to control and
         manage the operation and administration of the Plan.

8.02     Appointment, Removal or Resignation of Benefits Committee Members.
         The Board shall appoint the members of the Benefits Committee, which
         shall consist of not less than three (3) nor more than five (5)
         persons. Any member of the Benefits Committee may resign or be
         removed by the Board at any time, at which time the Board may appoint
         new members. Acceptance of appointment to the Benefits Committee or
         resignation from the Benefits Committee must be made in writing to
         the Board.

8.03     Conduct of Committee Business. The Benefits Committee shall select a
         chairman and may select a secretary (who may, but need not, be a
         member of the Benefits Committee). A majority of the members of the
         Benefits Committee at the time in office shall constitute a quorum
         for the transaction of the business at any meeting. Any determination
         or action of the Benefits Committee may be made or taken by a
         majority of the members present at any meeting, or without a meeting
         by a resolution or written memorandum concurred in by a majority of
         the members then in office.

8.04     Responsibilities of the Benefits Committee. The Benefits Committee
         shall have the power and the duty to take all action and to make all
         decisions necessary or proper to carry out the Plan. Any
         discretionary actions to be taken under the Plan by the Benefits
         Committee with respect to the classification of Employees,
         Participants, joint or contingent annuitants, beneficiaries,
         contributions, or benefits shall be uniform in their nature and
         applicable to all persons similarly situated. The powers and duties
         of the Benefits Committee shall include, but shall not be limited to,
         the following:

         (a)   To require any person to furnish such information as it may
               request for the purpose of the proper administration of the
               Plan as a condition to receiving any benefits under the Plan;

         (b)   To make and enforce such rules and regulations and prescribe
               the use of such forms as it shall deem necessary for the
               efficient administration of the Plan;

         (c)   To, in its discretion, interpret all Plan provisions and to
               determine all questions arising under the Plan, including the
               power to determine the eligibility of Employees, Participants
               and all other persons to participate in the Plan or to receive
               benefits under the Plan and to determine the amount of benefits
               payable under the Plan to any person and to remedy ambiguities,
               inconsistencies or omissions;

                                      61
(d)   To decide on questions concerning the Plan and the eligibility
               of an Employee to participate in the Plan, in accordance with
               the provisions of the Plan;

         (e)   To determine the amount of benefits which shall be payable to
               any person in accordance with the provisions of the Plan; and
               to provide a full and fair review to any Participant whose
               claim for benefits has been denied in whole or in part;

         (f)   To prepare and distribute information explaining the Plan in
               such manner as the Committee determines to be appropriate;

         (g)   To allocate any such powers and duties to or among individual
               members of the Benefits Committee;

         (h)   To designate persons other than Benefits Committee members to
               carry out any duty or power which would otherwise be a
               fiduciary responsibility of the Benefits Committee, under the
               terms of the Plan;

         (i)   Subject to the provisions of the Trust Agreement and any group
               annuity contract, to determine the manner in which the funds of
               the Plan shall be disbursed pursuant to the Plan; and

         (j)   To adopt interest rates and mortality and other tables to be
               used in all actuarial calculation required for administration
               of the Plan.

8.05     Administrative and Professional Assistance. The Benefits Committee
         may employ counsel, accountants, agents and such clerical or other
         services as it may require in carrying out the provisions of the Plan
         or in complying with the requirements imposed by ERISA.

8.06     Delegation and Reliance. To the extent permitted by law, the Benefits
         Committee and any person to whom they may delegate any duty or power
         in connection with administering the Plan, the Employer, and the
         officers and directors thereof, shall be entitled to rely
         conclusively upon, and shall be fully protected in any action taken
         or suffered by them in good faith in the reliance upon, any actuary,
         counsel, accountant, other specialist, or other person selected by
         the Company, or in reliance upon any tables, valuations,
         certificates, opinions or reports which shall be furnished by any of
         them or by the Insurance company. Further, to the extent permitted by
         law, neither the Company nor any Employer, nor the officers or
         directors thereof, nor the Benefits Committee, nor members thereof,
         shall be liable for any neglect, omission or wrongdoing of a Trustee,
         Insurance company, Investment Manager, or any other person or
         fiduciary.

8.07     Expenses of the Plan. The members of the Benefits Committee shall
         serve without compensation for their services. If appointed
         separately, the Plan Administrator may be compensated for his
         services. Administrative expenses of the Plan, such as actuarial,
         consulting and legal services, shall be paid directly by the Trust
         Fund to the extent such

                                      62
payments are permitted by law. Such expenses may, however, in the
         discretion of the Employer, be paid directly by the Employer.

8.08     Claims Procedure.  The claims procedure hereunder shall be as
         provided herein:

         (a)   Claim. A Participant or Beneficiary or other person who
               believes that he is being denied a benefit to which he is
               entitled (hereinafter referred to as "Claimant") may file a
               written request for such benefit with the Benefits Committee
               setting forth his claim. The request must be addressed to the
               Benefits Committee at the corporate office.

         (b)   Claim Decision. The Benefits Committee shall respond within
               ninety (90) days of receipt of the claim. However, the Benefits
               Committee may extend the reply period, upon written
               notification to the Claimant, for an additional ninety (90)
               days for reasonable cause. If the claim is denied in whole or
               in part, the Benefits Committee shall adopt a written opinion
               using nontechnical language calculated to be understood by the
               Participant setting forth:

               (1)  the specific reason or reasons for denial;

               (2)  the specific references to pertinent Plan provisions on
                    which the denial is based;

               (3)  a description of any additional material or information
                    necessary for the Claimant to perfect the claim and an
                    explanation of why such material or such information is
                    necessary;

               (4)  appropriate information as to the steps to be taken if the
                    Claimant wishes to submit the claim for review; and

               (5)  the time limits for requesting a review.

         (c)   Request for Review. Within sixty (60) days after the receipt by
               the Claimant of the written opinion described above, the
               Claimant may request in writing that the Benefits Committee
               review its determination. Such request shall be addressed to
               the Benefits Committee.

               The Claimant or his duly authorized representative may review
               the pertinent documents and submit issues and comments in
               writing for consideration by the Benefits Committee. If the
               Claimant does not request a review of the Plan Administrator's
               determination within such sixty- (60) day period, he shall be
               barred and stopped from challenging the Plan Administrator's
               determination.

          (d)  Review and Decision. The Benefits Committee shall review its
               determination within sixty (60) days after receipt of a
               Claimant's request for review; provided, however, that for
               reasonable cause such period may be extended to no more than

                                      63
one hundred twenty (120) days. After considering all materials
               presented by the Claimant, the Benefits Committee will render a
               written opinion, written in a manner calculated to be
               understood by the Claimant setting forth the specific reasons
               for the decision and containing specific references to the
               pertinent Plan provisions on which the decision is based.

8.09     Plan Administrator's Decision Final. Subject to applicable law, any
         interpretation of the provisions of the Plan and any decision on any
         matter within the discretion of the Plan Administrator made by the
         Plan Administrator in good faith shall be binding on all persons. A
         misstatement or other mistake of fact shall be corrected when it
         becomes known and the Plan Administrator shall make such adjustment
         on account thereof as it considers equitable and practicable.

8.10     Standard of Review. The Plan Administrator shall perform its duties
         as the Plan Administrator and in its sole discretion shall determine
         appropriate courses of action in light of the reason and purpose for
         which this Plan is established and maintained. In particular, the
         Plan Administrator shall interpret all Plan provisions, and make all
         determinations as to whether any Participant or Beneficiary is
         entitled to receive any benefit under the terms of this Plan which
         interpretation shall be made by the Plan Administrator in its sole
         discretion. Any construction of the terms of the Plan that is adopted
         by the Plan Administrator and for which there is a rational basis
         shall be final and legally binding on all parties.

         Any interpretation of the Plan or other action of the Plan
         Administrator shall be subject to review only if such interpretation
         or other action is without rational basis. Any review of a final
         decision or action of the Plan Administrator shall be based only on
         such evidence presented to or considered by the Plan Administrator at
         the time it made the decision that is the subject of review. If any
         participating Employer and/or any Eligible Employee who performs
         services for a participating Employer that is or may be compensated
         for in part by benefits payable pursuant to this Plan, such an
         individual shall be treated as agreeing with and consenting to any
         decision that the Plan Administrator makes in its sole discretion and
         further agrees to the limited standard of review described by this
         Section 8.10 by the acceptance of such benefits.

8.11     Information Required by Plan Administrator. Each person entitled to
         benefits under the Plan must file his most recent post office address
         with the Plan Administrator. Any communication, statement or notice
         addressed to any such person at the last post office address filed
         with the Plan Administrator will be binding upon such person for all
         purposes of the Plan. Each person entitled to benefits under the Plan
         also shall furnish the Plan Administrator with such documents or
         information as the Plan Administrator considers necessary or
         desirable for the purpose of administering the Plan. The Employer
         shall furnish the Plan Administrator with such data and information
         as the Plan Administrator may deem necessary or desirable in order to
         administer the Plan. The records of any Employer with respect to
         periods of employment, termination of employment and the reason
         therefor, leave of absence, re-employment and earnings will be
         conclusive on all persons unless determined by the Plan Administrator
         to be incorrect.

                                      64
ARTICLE IX

                           Amendment and Termination

9.01     Amendment. Except as provided herein, the Board reserves the right to
         amend or terminate this Plan at any time and in any manner. The Board
         may delegate this authority to any officer(s) of the Company. Any
         action by the Board shall be evidenced by a valid resolution. Any
         action by any officer(s) shall be evidenced by a valid officer's
         certificate. The resolutions and officer's certificates shall be
         attached to this Plan and considered a part hereof. Any modification
         or amendment shall satisfy the following rules:

         (a)   The duties and liabilities of the Trustee under the Plan cannot
               be changed substantively without its consent.

         (b)   No amendment shall reduce the amount of a Participant's account
               balance or eliminate an optional form of distribution except to
               the extent permitted under Section 412(c)(8) of the Code or
               other applicable Treasury Regulations.

         (c)   No merger or consolidation with, or transfer of assets or
               liabilities to any other plan shall be made unless each
               Participant and each other person entitled to benefits under
               the Plan shall be entitled to a benefit immediately after such
               merger, consolidation or transfer (if the plan into which such
               persons were merged, etc., then terminated) which is equal to
               or greater than the benefit such persons would have been
               entitled to receive immediately before the merger,
               consolidation or transfer (if the plan from which such persons
               were merged, etc. had then terminated).

         (d)   Under no condition shall any amendment result in the return or
               repayment to any Employer of any part of the Trust Fund or the
               income therefrom, or result in the distribution of the Trust
               Fund for the benefit of anyone other than Participants and any
               other persons entitled to benefits under the Plan.

         (e)   No modification or amendment of the Plan shall be made
               retroactively unless deemed by the Company to be necessary or
               appropriate to conform the Plan to or to satisfy the conditions
               of any law, governmental regulation or ruling or to permit the
               Plan and the Trust to meet the requirements of Sections 401,
               404 and 501 of the Code, or the corresponding provisions of any
               subsequent law.

         (f)   If the Plan's vesting schedule is changed as a result of an
               amendment, each Participant who has completed at least three
               (3) Years of Service may elect to continue to have his vested
               percentage computed in accordance with the vesting schedule in
               effect for that Participant prior to the amendment. This
               election may be made no earlier than the date the amendment is
               adopted and no later than the latest of the date that is sixty
               (60) days after the date: (i) the amendment is

                                      65
adopted; (ii) the amendment becomes effective; or (iii) the
               Participant is issued a written notice of the amendment by the
               Employer or Plan Administrator.

9.02     Termination. Although it is the intention of the Employer that this
         Plan shall be continued and that contributions to it will be made
         regularly, this Plan is entirely voluntary on the part of the
         Employer, and the continuance of the Plan and the payments thereunder
         are not assumed as a contractual obligation of the Employer. The
         Employer specifically reserves the right, in its sole and
         uncontrolled discretion and by its official and authorized act, to
         modify, to suspend (in whole or in part) or to discontinue at any
         time its contributions to this Plan. The Plan will terminate as to
         all Employers on any date specified by the Board, provided written
         notice of the termination is given to the Benefits Committee, the
         Trustee and the other Employers. The Plan will terminate as to an
         individual Employer on the first to occur of the following:

         (a)   the date it is terminated by that Employer through action taken
               by its Board of Directors;

         (b)   the date the Employer is judicially declared bankrupt or
               insolvent;

         (c)   the dissolution, merger, consolidation or reorganization of
               that Employer, the sale of a majority of the voting shares of
               that Employer by the Company, or the sale by that Employer of
               all or substantially all of its assets, except that:

               (1)  in any such event arrangements may be made with the
                    consent of the Board whereby the Plan will be continued by
                    any successor to that Employer or any purchaser of all or
                    substantially all of its assets, in which case the
                    successor or purchaser will be substituted for that
                    Employer under the Plan; and the Trust Agreement; and

               (2)  if an Employer is merged, dissolved or in any way
                    reorganized into, or consolidated with, any other
                    Employer, the Plan as applied to the former Employer will
                    automatically continue in effect without a termination
                    thereof.

9.03     Nonforfeitability on Termination, Partial Termination or
         Discontinuance of Contributions. If there is a termination or partial
         termination of the Plan with respect to any Employer, or a complete
         discontinuance of contributions to the Plan by such Employer, the
         rights of all affected Participants to benefits accrued to the date
         of such event shall be nonforfeitable.

9.04     Allocation and Distribution of Assets on Termination. On termination
         of the Plan with respect to any Employer, the Benefits Committee will
         direct the allocation and distribution of Plan assets allocable to
         Participants employed by that Employer and other persons entitled to
         benefits under the Plan. Such allocation and distribution will be
         made only after payment of or provision for all expenses and charges
         of administration applicable to the Plan, and after appropriate
         adjustment of the Accounts of Participants as

                                      66
of the date of termination in the manner described in Section 4.01.
         Each affected Participant will receive a distribution equal to the
         value of his respective Participant Accounts on the termination date.

9.05     Termination of Plan With Respect to an Adopting Company. Each
         Adopting Company reserves the right to terminate the Plan at any time
         with respect to employees of the Adopting Company by action of its
         Board of Directors. The Adopting Company shall also have the right to
         suspend contributions to the Plan at any time.

         In the event of termination of the Plan only with respect to the
         Employees of the Adopting Company, the Benefits Committee shall
         direct that the portion of the Fund attributable to Employees of the
         Adopting Company be segregated by the Trustee into a separate fund.

         The portion of the Fund which is so segregated shall be retained in a
         separate trust fund and applied in one of the following methods, at
         the discretion of the Benefits Committee:

         (a)   If the Adopting Company shall demonstrate conclusively, within
               the one-hundred eighty (180) day period immediately following
               termination of the Plan with respect to its Employees, that it
               has established a successor retirement plan and trust for the
               benefit of its Employees which is qualified under Section
               401(a) of the Code, such assets shall be transferred to the
               successor trustee.

         (b)   If the Adopting Company shall fail, within the one-hundred
               eighty (180) day period immediately following termination of the
               Plan with respect to its Employees, to establish a successor
               retirement plan and trust which is qualified under Section
               401(a) of the Code, such assets shall be distributed for the
               benefit of the Employees of the Adopting Company in accordance
               with the method described in Section 11.07 hereof.

                                      67
ARTICLE X

                              General Provisions

10.01    Fiduciaries. The Company and the Trustee shall be the named
         fiduciaries under this Plan and shall exercise their duties hereunder
         in accordance with the requirements of Part 4 of Title I of the
         Employee Retirement Income Security Act of 1974. No "fiduciary" under
         the Plan or the Trust Agreement shall be liable for an act or
         omission of another person in carrying out any fiduciary
         responsibility where such fiduciary responsibility is allocated to
         such other person by the Plan or the Trust Agreement except to the
         extent that such fiduciary is in violation of his duty under Section
         405(a) or 405(c)(2) of ERISA.

         The Company shall have exclusive responsibility for the specific
         matters delegated to it by the Plan. The Trustee shall have
         responsibility for management and control of the assets of the Plan
         as provided in the Trust Agreement.

10.02    Non-Alienation.

         (a)   Protected Benefits. None of the benefits under the Plan are
               subject to the claims of creditors of Participants or their
               Beneficiaries, and none will be subject to attachment,
               garnishment or any other legal process. Neither a Participant
               nor his Beneficiary may assign, sell, borrow on, or otherwise
               encumber any of his beneficial interest in the Plan and Trust
               Fund, nor shall any such benefits be in any manner liable for
               or subject to the deeds, contracts, liabilities, engagements or
               torts of any Participant or Beneficiary. If any such
               Participant or Beneficiary shall become bankrupt or attempt to
               anticipate, sell, alienate, transfer, pledge, assign, encumber
               or change any benefit specifically provided for herein, or if a
               court of competent jurisdiction enters an order purporting to
               subject such interest to the claim of any creditor, then the
               Trustee shall hold or apply such benefit to or for the benefit
               of such Participant or Beneficiary in such manner as the
               Trustee may deem proper. The foregoing shall not apply to
               judgments, orders and decrees issued after, and settlement
               agreements entered into on or after, August 5, 1997 to the
               extent permitted by Code Section 401(a)(13)(C) and (D).

         (b)   Qualified Domestic Relations Order. The foregoing Section
               10.03(a) shall also apply to the creation, assignment or
               recognition of a right under a domestic relations order, unless
               such order is determined to be a qualified domestic relations
               order as defined in Section 414(p) of the Code (and those other
               domestic relations orders permitted to be so treated by the
               Committee under the provisions of the Retirement Equity Act of
               1984).

               The Committee shall establish a written procedure to determine
               the qualified status of domestic relations orders and to
               administer distributions under such qualified orders.

                                      68
10.03    Facility of Payment. In making any distribution to or for the benefit
         of any minor or incompetent Participant or Beneficiary, or any other
         Beneficiary, who, in the opinion of the Benefits Committee, is
         incapable of properly using, expending, investing or otherwise
         disposing of such distribution, then the Benefits Committee may, but
         need not, order the Trustee to make such distribution to a legal or
         natural guardian or other relative of such minor or court appointed
         committee of any incompetent, or to any adult with whom such person
         temporarily or permanently resides; and any such discretion to expend
         such distribution for the use and benefit of such person; and the
         receipt of such guardian, committee, relative or other person shall
         be a complete discharge to the Trustee, without any responsibility on
         its part or on the part of the Benefits Committee to see to the
         application thereof.

10.04    No Contract. This Plan shall not be deemed to constitute a contract
         between the Employer and any Participant or to be a consideration or
         an inducement for the employment of any Participant or Employee.
         Nothing contained in this Plan shall be deemed to give any
         Participant or Employee the right to be retained in the service of
         the Employer or to interfere with the right of the Employer to
         discharge any Participant or Employee at any time regardless of the
         effect which such discharge shall have upon such individual as a
         Participant in the Plan.

10.05    Waiver of Notice.  Any notice required under the Plan may be waived
         by the person entitled to notice.

10.06    Controlling Law. The Plan and Trust Agreement and all matters
         relating thereto shall be governed, construed and administered in
         accordance with the applicable laws of the United States and the
         State of New York except that if any trust agreement or any contract
         of insurance entered into under the Plan shall provide that it shall
         be governed, construed or administered in accordance with the laws of
         any other state, such agreement or contract shall (to the extent
         permitted by applicable law) be so governed, construed or
         administered.

10.07    Absence of Guarantee. Neither the Benefits Committee nor any Employer
         in any way guarantees the Trust Fund from loss or depreciation.
         Except as required by applicable law, the Employers do not guarantee
         any payment to any person. The liability of the Trustee or the
         Benefits Committee to make any payment under the Plan will be limited
         to the assets held by the Trustee which are available for that
         purpose.

10.08    Missing Persons. If the Benefits Committee or Trustee is unable to
         make payment to any Participant or other person to whom a payment is
         due under the Plan because it cannot ascertain the identity or
         whereabouts of such Participant or other person after reasonable
         efforts have been made to do so, (including mailing the payment to
         the last known address of such Participant or such other person as
         shown on the records of the Employer), such payment and any
         subsequent payments otherwise due shall be forfeited twenty-four (24)
         months after the date such payment first became due; provided,
         however, that such payment and any subsequent payments shall be
         reinstated

                                      69
retroactively, not later than sixty (60) days after the
         date on which the Participant or such other person entitled to
         payment is identified or located.

10.09    Non-Diversion.  There shall be no diversion of any portion of the
         assets of the Trust Fund other than for the exclusive
         benefit of Participants and their Beneficiaries.

10.10    Return of Contributions. All Employer contributions are made
         conditioned upon their deductibility for federal income tax purposes
         under Section 404 of the Code and upon continuing qualification of
         the Plan under Section 401 of the Code. Amounts contributed by an
         Employer shall be returned to the Employer under the following
         conditions:

         (a)   If a contribution was made by an Employer by a mistake of fact,
               the excess of the amount of such contribution over the amount
               that would have been contributed had there been no mistake of
               fact shall be returned to the Employer within one year after
               the payment of the contribution;

         (b)   If the Plan does not qualify under Section 401 of the Code,
               contributions made by an Employer shall be returned to the
               Employer within one (1) year after the date of denial of
               initial qualification of the Plan, provided that an application
               for determination is made by the time prescribed by law for
               filing the Employer's federal income tax return for the taxable
               year in which the Plan was adopted or such later date as the
               Secretary of the Treasury may prescribe; and

         (c)   If an Employer makes a contribution which is not deductible
               under Section 404 of the Code, such contribution (but only to
               the extent disallowed) shall be returned to the Employer within
               one year after the disallowance of the deduction.

         Earnings attributable to the contribution shall not be returned to
         the Employer, but losses attributable to such excess contribution
         must reduce the amount to be so returned.

10.11    Litigation by Participants or Beneficiaries. If a Participant or
         other person brings a legal action against the Trustee, one or more
         Employers, and/or the Benefits Committee (or any member or members
         thereof), and such action person results adversely to that person, or
         if a legal action arises because of conflicting claims to a
         Participant's or other person's benefits, the costs borne by the
         Trustee, the Employers, the Benefits Committee (or any member or
         members thereof) in defending the action will be charged, to the
         extent permitted by law, to the amounts involved in the action or
         which were payable to the Participant or other person concerned.

                                      70
ARTICLE XI

                             Top Heavy Provisions

The following provisions shall become effective in any year in which the Plan
is determined to be a Top Heavy Plan.

11.01    Determination of Top Heavy. The Plan will be considered a Top Heavy
         plan if, as of the Determination Date, the sum of the present value
         of the Accounts for all Key Employees exceeds sixty percent (60%) of
         a similar sum for all Participants, or if the Plan is part of a
         Required Aggregation Group and the Required Aggregation Group is Top
         Heavy.

         (a)   Determination Date with respect to a Plan Year means the last
               day of the immediately preceding Plan Year or in the case of
               the first Plan Year, the Determination Date means the last day
               of such Plan Year.

         (b)   The Present Value shall be the sum of (i) the Participant's
               account balances determined as of the most recent Valuation
               Date that is within the twelve (12) month period ending on the
               Determination Date; (ii) the adjustment for contributions due
               as of the Determination Date; (iii) the aggregate distributions
               made with respect to such Employee during the five (5) year
               period ending on the Determination Date; and (iv) distributions
               under a terminated plan which, if it had not been terminated,
               would have been required to be included in an Aggregation
               Group.

         (c)   Key Employee means any Employee (or the Beneficiary of such
               Employee) who, at any time during the Plan Year or any of the
               four (4) preceding Plan Years, is:

               (1)  an officer of the Employer whose annual Compensation from
                    the Employer is greater than fifty percent (50%) of the
                    amount in effect under Section 415(b)(1)(A) of the Code
                    for any such Plan Year; provided, however, that no more
                    than fifty (50) Employees (or if less, the greater of
                    three (3) Employees or ten percent (10%) of the Employees)
                    shall be considered officers.

               (2)  one of the ten (10) Employees whose annual Compensation
                    from the Employer is more than the dollar limitation in
                    effect under Section 415(c)(1)(A) of the Code and owning
                    (or considered as owning within the meaning of Section 318
                    of the Code) both more than one-half percent (1/2%)
                    interest and the one of the ten (10) largest interests in
                    the Employer. If two (2) Employees have the same interest
                    in the Employer, the Employee having the greater annual
                    Compensation from the Employer shall be treated as having
                    a larger interest.

               (3)  a five percent (5%) owner of the Employer, or

                                      71
(4)  a one percent (1%) owner of the Employer having annual
                    Compensation from the Employer of more than one hundred
                    fifty thousand dollars ($150,000).

               The aggregation rules of Section 414(b), (c), and (m) of the
               Code do not apply for purposes of determining ownership in the
               Employer.

         (d)   The Required Aggregation Group means (i) each qualified plan of
               the Employer in which a Key Employee is a Participant, and (ii)
               each other qualified plan that enables any of the above plans
               to meet the requirements of Section 401(a)(4) or 410 of the
               Code.

         (e)   The Permissive Aggregation Group. The Employer may treat any
               plan not required to be included in the Required Aggregation
               Group as defined herein as being part of such group if the
               group would continue to meet the requirements of Sections
               401(a)(4) and 410 of the Code with the plan being taken into
               account.

         (f)   Rollover Deposits. Except as provided in Treasury regulations,
               any Rollover Deposits (or similar transfer) initiated by the
               Employee to a plan in the Aggregation Group shall not be taken
               into account with respect to the transferee plan for purposes
               of determining whether this Plan is Top Heavy.

         (g)   No Services for Five Years. The account of an individual who
               has not performed services for any Employer maintaining the
               plan at any time during the five- (5) year period ending on the
               Determination Date shall not be considered for purposes of this
               Section.

         (h)   Non-Key Employee means any Employee (and any Beneficiary of an
               Employee) who does not meet the definition of Key Employee. If
               an individual is a Non-Key Employee with respect to any plan
               for any Plan Year but such individual was a Key Employee with
               respect to such plan for any prior Plan Year, any accrued
               benefit of such Employee (and the account of such Employee)
               shall not be taken into account in this Section.

         (i)   Compensation for purposes of this Article means Total
               Compensation.

11.02    Minimum Employer Contribution.

         (a)   The sum of the Employer contributions allocated to the Account
               of each Participant who is a Non-Key Employee for each Plan
               Year for which the Plan is determined to be Top Heavy shall not
               be less than the smallest of (i) three percent (3%) of such
               Participant's Discrimination Compensation or (ii) a percentage
               of the Participant's Discrimination Compensation for the Plan
               Year that is the same percentage as the greatest percentage of
               Discrimination Compensation allocated (as Employer
               contributions and forfeitures) to the account of any Key
               Employee.

                                      72
Amounts contributed pursuant to a salary reduction agreement
               shall be included in determining the amount contributed on
               behalf of a Key Employee when the minimum contribution is less
               than three percent (3%) of Discrimination Compensation but
               shall not be taken into account as an Employee contribution for
               the purposes of this Section.

         (b)   Subsection (a) shall not apply in any Plan Year in which each
               Participant who is a Non-Key Employee has a benefit under a
               defined benefit plan maintained by the Employer that: (i) meets
               the benefit requirements of Section 416(c)(1) of the Code; and
               (ii) is guaranteed under the defined benefit plan under
               provisions intended to take effect in any year during which
               such plan is Top Heavy. A defined benefit plan shall be
               considered for purposes of this subsection only if it is in the
               aggregation group of which this Plan is a part.

         (c)   In any Plan Year in which this Plan is Top Heavy, the Benefits
               Committee may limit allocations of Employer contributions to
               Key Employees, in a uniform manner, as a maximum dollar amount
               or as a maximum percentage of compensation. No action by the
               Benefits Committee under this Subsection shall increase the
               benefits of any Key Employee.

         (d)   Company Matching Deposits and Qualified Nonelective
               Contributions may be treated as Employer contributions for
               purposes of Section 11.02(a). Provided, however, that Company
               Matching Deposits used to satisfy the minimum contribution
               requirements with respect to Non-Key Employees must meet the
               nondiscrimination requirements of Section 401(a)(4) of the Code
               without regard to Section 401(m) and may not be included as
               Matching Deposits or as Qualified Matching Contributions for
               the purposes of the ADP or ACP Test.

11.03    Vesting.

         (a)   For any Plan Year in which this Plan is Top Heavy, and for each
               Plan Year thereafter, each Participant's Vesting Percentage
               shall be not less than the amount shown on the following table:

                     Completed               Vesting Percentage
                     Years of                  Applicable to
                      Service                 Company Deposits

                        0-1                          0%
                         2                          20%
                         3                          40%
                         4                          60%
                         5                         100%

                                      73
(b)   Notwithstanding the above, the Vested Percentage of a
               Participant's Accrued Benefit shall not be less than the Vested
               Percentage determined as of the last day of the last Plan Year
               in which the Plan was not Top-Heavy.

         (c)   In the event the Plan becomes Top-Heavy, each Participant who
               has completed at least three (3) Years of Service may elect to
               continue to have his Vesting Percentage computed in accordance
               with the vesting schedule in effect before the Plan becomes
               Top-Heavy.

11.04    Impact on Maximum Benefits. In the event that the aggregate of the
         sum of the Accounts of Participants who are Key Employees under the
         Plan exceeds ninety percent (90%) of the aggregate of the sum of the
         Accounts of all Participants, Section 3.05 shall be modified by
         substituting "one hundred percent (100%)" for "one hundred twenty-five
         percent (125%)" wherever it appears therein.

         In the event that the aggregate of the sum of the Accounts of
         Participants who are Key Employees under the Plan exceeds sixty
         percent (60%) but is not more than ninety percent (90%) of the
         aggregate of the sum of the Accounts of all Participants, Section
         11.02(a) shall be modified by substituting "four percent (4%)" for
         "three percent (3%)" wherever it appears therein.

                                      74
ARTICLE XII

                    Adoption of the Plan by Other Entities

12.01    Adoption of Plan. Any subsidiary, affiliate company, or other entity
         may, in the future, adopt this Plan for all or a portion of its
         employees, provided that the Board approves such participation and
         the basis of such participation is set forth in a Participation
         Agreement by and between such Participating Employer and the Board.

         The Participation Agreement may modify any of the terms of the Plan
         as applied to employees of such entity. The administrative powers and
         control of the Company as provided in the Plan shall not be deemed
         diminished under the Plan by reason of the participation of other
         companies in the Plan. However, each Participating Employer shall
         have the obligation to pay the contributions for its own employees
         and no other corporation shall have such obligation.

12.02    Withdrawal from Plan. A Participating Employer may withdraw at any
         time from the Plan without affecting the other Participating
         Employers by complying with the appropriate provisions of the Plan
         and Trust. The Board may, at its discretion, terminate a
         Participating Employer's participation in the Plan at any time, when
         in its judgment, such Participating Employer fails or refuses to
         discharge its obligations under the Plan, or if amendments to the
         Plan applicable to such Participating Employer are not deemed to be
         in the best interests of the Plan as a whole.

                                      75
ARTICLE XIII

                                  The Trustee

13.01    General Duties. The Company and the Trustee(s) shall establish one or
         more Trusts pursuant to the terms of the Plan and shall hold all
         property received by it hereunder and shall manage, invest and
         reinvest the portion of the Trust Fund allocated thereto, collect the
         income thereof, and make payments therefrom, all as provided in the
         Plan. Plan assets not designated as held pursuant to another Trust
         Agreement shall be held pursuant to the trust provisions of this
         Article. Plan assets designated as held pursuant to another Trust
         Agreement shall be held pursuant to the provisions of such agreement
         and this Section 13.01.

         Except as provided in ERISA Section 405, the Trustee under each Trust
         shall be responsible only for the property actually received by it
         hereunder. It shall have no duty or authority to compute any amount
         to be paid to it by the Employer or to bring any action or proceeding
         to enforce the collection from the Employer of any contribution to
         the Trust Fund.

         Title to the portion of the Trust Fund allocated to a Trustee,
         including all funds and investments held under a Trust Agreement by
         the applicable Trustee, shall be and remain in the Trustee, and no
         Participant, Retired Participant or Beneficiary shall have any legal
         or equitable right or interest in the Trust Fund except to the
         extent that such rights or interests are expressly granted under the
         provisions of the Plan.

13.02    General Powers. Subject to the provisions of Section 10.03, the
         Trustee shall have all the powers necessary for the performance of
         its duties as Trustee. The Trustee shall have the following powers
         and immunities and be subject to the following duties:

         (a)   The Trustee shall receive all contributions hereunder and apply
               such contributions as hereinafter set forth. The Trustee shall
               have the custody of and safely keep all cash, securities,
               property and investments received or purchased in accordance
               with the terms hereof.

         (b)   Subject to any limitations that may be contained elsewhere in
               the Plan, the Trustees shall take control and management of the
               Trust Fund and shall hold, sell, buy, exchange, invest and
               reinvest the corpus and income of the Trust Funds. All
               contributions paid to the Trustees under the Plan shall be held
               and administered by the Trustees in accordance with Section
               13.09, hereof, provided that if the Trust is not divided into
               two or more funds pursuant to Section 13.09, then all

                                      76
such contributions shall be held and administered by the
               Trustee as a single Trust Fund, and the Trustees shall not be
               required to segregate and invest separately any part of the
               Trust Fund representing accruals or interests of individual
               Participants in the Plan.

         (c)   The Trustee may invest and reinvest the funds of the Trust Fund
               which are transferred from predecessor plans ("the Transferred
               Fund") in any property, real, personal or mixed, wherever
               situate, and whether or not productive of income or consisting
               of wasting assets, including, without limitation, common and
               preferred stock, bonds, notes, debenture, leaseholds, mortgages
               (including without limitation, any collective or part interest
               in any bond and mortgage or note and mortgage), certificates of
               deposit, and oil, mineral or gas properties, royalties,
               interests or rights (including equipment pertaining thereto),
               without being limited to the classes of property in which
               trustees are authorized by law or any rule of court to invest
               trust funds and without regard to the proportion any such
               property may bear to the entire amount of the Trust Fund.

         (d)   The Trustee may sell of exchange any property or asset of the
               Trust Fund at public or private sale, with or without
               advertisement, upon terms acceptable to the Trustee and in such
               manner as the Trustee may deem wise and proper. The proceeds of
               any such sale or exchange may be reinvested as is provided
               hereunder. The purchaser of any such property from the Trustee
               shall not be required to look to the application of the
               proceeds of any such sale or exchange by the Trustee.

         (e)   The Trustee shall have full power to mortgage, pledge, lease or
               otherwise dispose of the property of the Trust Fund without
               securing any order of court therefor, without advertisement,
               and to execute any instrument containing any provisions which
               the Trustee may deem proper in order to carry out such actions.
               Any such lease so made by the Trustee shall be binding,
               notwithstanding the fact that the term of the lease may extend
               beyond the termination of the Plan.

         (f)   The Trustee shall have the power to borrow money upon terms
               agreeable to the Trustee and pay interest thereon at rates
               agreeable to the Trustee, and to repay any debts so created.

         (g)   The Trustee may participate in the reorganization,
               recapitalization, merger or consolidation of any corporation
               wherein the Trustee may own stock or securities and may deposit
               such stock or other securities in any voting trust, or with the
               depositories designated thereby, and may exercise any
               subscription rights or conversion privileges, and generally may
               exercise any of the powers of any owner with respect to any
               stock or other securities or property comprising the Trust
               Fund.

         (h)   The Trustee may, subject to Section 13.04 hereof, vote any
               share of stock which the Trustee may own from time to time.

                                      77
(i)   The Trustee shall not be responsible for the adequacy of the
               Trust Fund to discharge any and all payments under the Plan.
               All persons dealing with the Trustee are released from inquiry
               into the decision or authority of the Trustee to act.

         (j)   The Trustee may hold stocks, bonds, or other securities in his
               own name as Trustee, with or without the designation of said
               trust estate, or in the name of a nominee selected by it for
               the purpose, but said Trustee shall, nevertheless, be obligated
               to account for all securities received by it as part of the
               corpus of the trust estate herein created, notwithstanding the
               name in which the same may be held.

         (k)   The Trustee may consult with legal counsel (who may be of
               counsel to the Employer of the Benefits Committee) concerning
               any questions which may arise with reference to the
               construction of this Plan, its duties hereunder, or any actions
               which it proposes to take or omit.

         (l)   The Trustee may employ such counsel, accountants and other
               agents as it shall deem advisable. The Trustee may charge the
               compensation of such counsel, accountants and other agents and
               the Trustee's compensation for its services in such amounts as
               may be agreed upon from time to time by the Employer and the
               Trustee, and any other expenses necessary in the administration
               of this Plan against the Trust Fund to the extent they are not
               paid by the Employer. Brokerage commissions, transfer taxes and
               other charges and expenses in connection with the purchase or
               sale of securities shall be added to the cost of such
               securities or deducted from the proceeds thereof, as the case
               may be.

         (m)   The Trustee shall have the power to designate a bank or trust
               company as depository of the funds or property of the Trust and
               also to retain investment counsel, and the Trustee may deposit
               funds in its commercial banking department without making bond.

         (n)   Without diminution or restriction of the powers vested by law
               or elsewhere in this Plan, and subject to all the provisions of
               the Plan, the Trustee, without the necessity of procuring any
               judicial authorization therefor or approval thereof, shall be
               vested with and, in the application of its best judgment and
               discretion on behalf of the beneficiaries of this Plan, shall
               be authorized to exercise all or any of the powers specifically
               permitted by statute or judicial decision in the State of
               Tennessee.

13.03    Appointment of Investment Manager; Group Annuity Contract. The
         Investment Committee of the Company's Board (the "Investment
         Committee") may from time to time appoint one or more investment
         managers (individually or collectively, the "Investment Manager")
         which shall meet the requirements set forth in Section 3(38) of the
         Employee Retirement Income Security Act of 1974 to effect in its sole
         discretion the investment

                                      78
powers set forth in paragraphs (c) through (i) of Section 13.02
         hereof, with respect to all or any portion of the Transferred Fund,
         as shall be designated by the Investment Committee, to the same
         extent as the Trustee could otherwise do itself. The powers
         conferred by paragraphs (c) through (i) of Section 13.02 hereof,
         shall be exercised by the Trustee with respect to any portion of the
         Transferred Fund managed by the Investment Manager only when, if and
         in the manner directed by the Investment Manager.

         The Trustee shall have no duty to question any direction of the
         Investment Manager with respect to the portion of the Transferred
         Fund managed by the Investment Manager or to review any securities or
         property held in such portion, or to make any suggestions with
         respect to the investment and reinvestment of such portion. The
         Trustee shall be fully protected in acting in accordance with the
         directions of the Investment Manager or for failing to act in the
         absence of such directions.

         All or any portion of the Transferred Fund, as shall be designated by
         the Investment Committee, shall be invested and reinvested under a
         group annuity or similar type of insurance contract or contracts
         which the Trustee shall have entered into with an insurance company
         at the direction of the Investment Committee.

13.04    Reliance on Benefits Committee and Employer. Until notified pursuant
         to Article VIII hereof, that any Benefits Committee member or other
         person authorized to act for the Benefits Committee has ceased to act
         or is no longer authorized to act for the Committee, the Trustee may
         continue to rely on the authority of such member or other person. The
         Trustee may rely upon any certificate, notice or direction purporting
         to have been signed on behalf of the Benefits Committee which the
         Trustee believes to have been signed by the Benefits Committee or the
         person or persons authorized to act for the Committee. The Trustee
         may rely upon any certificate, notice or direction of the employer
         which the Trustee believes to have been signed by a duly authorized
         officer or agent of the Employer. The Trustee may request
         instructions in writing from the Committee on other matters and may
         rely and act thereon.

13.05    Accounts and Reports. The Trustee shall keep an accurate record of
         its administration of the Trust Fund, including a detailed account of
         all investments, receipts and disbursements, and other transactions
         hereunder. All accounts, books and records relating hereto shall be
         open for inspection to any person designated by the Benefits
         Committee or the Company at all reasonable times. Within sixty (60)
         days following the close of each Plan Year, the Trustee shall file
         with the Benefits Committee a written report setting forth all
         investments, receipts and disbursements and other transactions during
         the Plan Year, and such report shall contain an exact description of
         all securities purchased, exchanged or sold, the cost or net proceeds
         of sale, and shall show the securities and investments held at the
         end of such Plan Year, and the cost and fair market value of each
         item thereof, as carried on the books of the Trustee.

         The Trustee shall also provide the Company and the Benefits Committee
         with such other information in its possession as may be necessary for
         the Benefits Committee to comply with the reporting and disclosure
         requirements of ERISA.

                                      79
Upon the expiration of ninety (90) days from the date of filing such
         report and to the maximum extent permitted by federal regulations,
         the Trustee shall be forever released and discharged from all
         liability and accountability to anyone with respect to the recording
         of its acts and transactions shown in such statement, except with
         respect to any such acts or transactions as to which the Company or
         Benefits Committee shall file with the Trustee written objections
         within such ninety (90) day period.

13.06    Disbursements.  The Trustee, upon written instructions from the
         Benefits Committee, shall make distributions and/or payments,
         including monthly payments, to the Participants, Retired
         Participants, and Beneficiaries who qualify for such benefits. The
         Trustee shall have no liability to the Employer, the Committee or any
         other person in making such distributions and/or payments. The
         Trustee shall not be required to determine or make any investigation
         to determine the identity or mailing address of any person entitled
         to benefits under the Plan and shall have discharged its obligation
         in that respect when it shall have sent checks and other papers by
         ordinary mail to such person or persons at such addresses as may be
         certified to it in writing by the Committee.

13.07    Authority of Trustee. At no time during the administration of the
         Trust Fund shall the Trustee be required to obtain any court approval
         of any act required of it in connection with the performance of its
         duties or in the performance of any act required of it in the
         administration of its duties as Trustee. The Trustee shall have full
         authority to exercise its judgment in all matters and at all times
         without court approval of such decisions; provided, however, that if
         any application to, or proceeding or action in, the courts is made,
         only the Company and the Trustee shall be necessary parties, and no
         Participant in the Plan or other person having an interest in the
         Trust Fund shall be entitled to any notice or service of process,
         subject to applicable federal regulations. Any judgment entered in
         such proceeding or actions shall be conclusive upon all persons
         claiming an interest under the Trust Fund.

13.08    Trust Funds.

         (a)   The Trust Fund may be divided into separate funds as
               repositories for limited types of investments under this Plan.
               The Trustee, with the approval of the Benefits Committee, may
               establish additional funds as it deems necessary or desirable
               in the ongoing operation of the Plan. The Trustee shall also,
               with the approval of the Benefits Committee, have the authority
               to abolish said fund(s) and to take all actions necessary in
               reinvesting the cash or property of said abolished fund(s) in
               any of the remaining fund(s).

         (b)   The Company may also appoint a separate Trustee or Trustees to
               act as Trustee solely over the cash or property invested in any
               particular fund. In such case, said Trustee shall be solely
               responsible for its powers and duties, in accordance with this
               Article XIII, as they relate to that particular fund. The
               Trustee shall have no responsibility or liability for the
               actions of any other Trustees over any other such fund(s).

                                      80
(c)   The decision of the Trustee of a particular fund as to whether
               an investment is of a nature that may be purchased or retained
               for its separate fund shall be conclusive upon any and all
               persons.

                                      81
Exhibit 23.1

                       [Letterhead of Deloitte & Touche]

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement of
Willis North America Inc. on Form S-8 of our report on Willis Group Limited
dated March 30, 2001, appearing in the Annual Report on Form 20-F of Willis
Group Limited for the year ended December 31, 2000.

/s/ Deloitte & Touche

DELOITTE & TOUCHE

August 13, 2001