Registration No. 333-_______________.


                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        under the Securities Act of 1933

                             Mylan Laboratories Inc.
                          -------------------------------
                  (Exact Name of Issuer as specified in its charter)

                Pennsylvania                          25-1211621
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
        incorporation or organization)
   1030 Century Building, 130 Seventh Street
               Pittsburgh, Pennsylvania                  15222
       (Address of principal executive offices)        (Zip Code)

                        Mylan Profit Sharing 401(k) Plan

                              (Full Title of Plan)

                                  Milan Puskar

                             Chief Executive Officer

                    1030 Century Building, 130 Seventh Street

                         Pittsburgh, Pennsylvania 15222

                     (Name and address of agent for service)

                                 (412) 232-0100

          (Telephone number, including area code, of agent for service)


                                    Copy to:

                            David G. Edwards, Esquire
                            Doepken Keevican & Weiss
                     58th Floor, USX Tower, 600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                           <C>                    <C>                        <C>                         <C>
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------

                                                            Proposed Maximum            Proposed Maximum

     Title of Securities            Amount to be             Offering Price                 Aggregate               Amount of
      to be Registered               Registered                per Share                 Offering Price          Registration Fee
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------

Common Stock $.01 par value           1,000,000                $20.25 (1)                $20,250,000 (1)             $5,346(1)
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------
Common stock purchase rights
                                     1,000,000                     (2)                        (2)                      (2)
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------

</TABLE>
--------------------------------------
(1) Estimated for the purpose of calculating  the  registration  fee pursuant to
Rule 457(c) for the shares registered  hereunder,  being the average of the high
and low prices for the Registrant's  Common Stock on the New York Stock Exchange
on July 19, 2000.

     (2) Rights to purchase  Common Stock (the "Rights")  initially are attached
to and trade with the shares of Common  Stock  being  registered  hereby.  Value
attributable  to such  Rights,  if any, is  reflected in the market price of the
Common Stock.


<PAGE>



PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  Registrant  has  incorporated  by reference  in this  Registration
Statement the documents  listed below.  These documents have been filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.

         1.       The Registrant's Annual Report on Form 10-K for the year ended
                  March 31, 2000.

         2.       The description of the  Registrant's  Common Stock included in
                  the  Registration  Statement  on Form 8-A filed April 3, 1986,
                  including any subsequent amendment or any report filed for the
                  purpose of updating such description.

         3.       The   description  of  the  Rights  included  in  Registration
                  Statement on Form 8-A filed  September 3, 1996,  as amended by
                  Amendment No. 1 to Registration  Statement on Form 8-A/A filed
                  December 5, 1996, and as further amended by Amendment No. 2 to
                  Registration  Statement  on Form 8-A/A filed  March 31,  2000,
                  including any subsequent amendment or any report filed for the
                  purpose of updating such description.

         4.       The Registrant's Form 8-K filed on July 13, 2000.

               All documents filed by the Registrant pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Exchange  Act,  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  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
respective dates of filing of such documents.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Doepken   Keevican   &Weiss   Professional   Corporation,   Pittsburgh,
Pennsylvania  has given its opinion as to the legality of the Common Stock being
offered.  Robert W. Smiley,  who is of counsel to Doepken Keevican & Weiss, also
serves as the Registrant's Secretary.

Item 6.  Indemnification of Directors and Officers.

         In  accordance  with the  Pennsylvania  Business  Corporation  Law, the
Registrant's  By-Laws  provide  that none of its  directors  will be  personally
liable for monetary  damages for taking or failing to take any action unless the
director  has  breached  or  failed  to  perform  the  duties   required   under
Pennsylvania law and this breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.


<PAGE>



                                        5

         As permitted under  Pennsylvania law, the Registrant's  By-Laws provide
that the  Registrant  will  indemnify its  directors and officers  under certain
circumstances  for  expenses,   judgments,  fines  or  settlements  incurred  in
connection  with  suits and other  legal  proceedings.  Pennsylvania  law allows
indemnification  in cases where the person  "acted in good faith and in a manner
he  reasonably  believed to be in, or not opposed to the best  interests  of the
corporation  and,  with respect to any criminal  proceeding,  had no  reasonable
cause to believe his conduct was unlawful."

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings.

The Registrant hereby undertakes:

         (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;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  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 this registration
statement;

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

         Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.


<PAGE>


         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement 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.

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

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  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 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.


<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 Pittsburgh, Commonwealth of Pennsylvania, on July
14, 2000.

                          Mylan Laboratories Inc.
                          (Registrant)

                 By:      /s/  Milan Puskar

                          Milan Puskar, Chairman and Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the  undersigned,  being the members of the  Compensation  Committee,  have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized in the City of Pittsburgh,  Commonwealth
of Pennsylvania, on July 14, 2000.

                               Mylan Laboratories Inc. Compensation Committee


                      By:         /s/ Laurence S. DeLynn

                               Laurence S. DeLynn , Committee Member

                                 /s/ John C. Gaisford

                               John C. Gaisford, M.D., Committee Member


                            POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Milan Puskar and Patricia A. Sunseri and
each of them,  with full power to act  without  the  other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  and to file the same with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents of any of them, or any substitute or  substitutes,
lawfully do or cause to be done by virtue hereof.


<PAGE>


         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 dates indicated.

                  SIGNATURE           TITLE                  DATE
-------------------------------  ------------------  ------------------------

/s/ Milan Puskar                Chairman, Chief Executive
------------------------        (principal executive officer)
Milan Puskar                    and Director                   July 14, 2000


/s/ Dana G. Barnett             Executive Vice President
------------------------        and Director
Dana G. Barnett                                                July 14, 2000

/s/ Patricia A. Sunseri         Vice President
------------------------        and Director
Patricia A. Sunseri                                            July 14, 2000

/s/ Donald C. Schilling         Vice President of Finance
-----------------------         (principal financial and
Donald C. Schilling             accounting officer)            July 14, 2000


/s/ Laurence S. DeLynn          Director                       July 14, 2000
----------------------
Laurence S. DeLynn

/s/ Douglas J. Leech            Director                       July 14, 2000
----------------------
Douglas J. Leech

/s/ John C. Gaisford            Director                       July 14, 2000
----------------------
John C. Gaisford, M.D.

C.B. Todd                       Director                       July 14, 2000
----------------------
C.B. Todd


<PAGE>



                                                  Index to Exhibits

4.1* Form of Mylan Profit Sharing 401(k) Plan.

4.2  Amended and Restated Articles of Incorporation of the Registrant  (included
     as an exhibit in the Form S-8 of the  Registrant  filed with the Commission
     on December 23, 1997, Registration No. 333-43081 and incorporated herein by
     reference).

4.3  Bylaws of the Registrant, as amended to date (included as an exhibit in the
     Form S-8 of the Registrant  filed with the Commission on December 23, 1997,
     Registration No. 333-43081 and incorporated herein by reference).

5.1* Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1 Consent of Doepken Keevican & Weiss Professional  Corporation  (included in
     the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2*Consent of  Deloitte & Touche LLP  relating to its report  regarding  Mylan
     Laboratories Inc.

23.3*Consent of Deloitte & Touche LLP relating to its report regarding  Somerset
     Pharmaceuticals, Inc.

24.1 Powers  of  Attorney  (included  on  signature  page  of  the  Registration
     Statement).

-------------------------
*  Filed herewith.





                                        7




Exhibit 4.1
                                   MYLAN

                           PROFIT SHARING 401(K) PLAN



<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

                                   ARTICLE II

                                 ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER.........................16
2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY.............................17
2.3      POWERS AND DUTIES OF THE ADMINISTRATOR..............................17
2.4      RECORDS AND REPORTS.................................................19
2.5      APPOINTMENT OF ADVISERS.............................................19
2.6      PAYMENT OF EXPENSES.................................................19
2.7      CLAIMS PROCEDURE....................................................20
2.8      CLAIMS REVIEW PROCEDURE.............................................20

                                   ARTICLE III

                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY...........................................21
3.2      EFFECTIVE DATE OF PARTICIPATION.....................................21
3.3      DETERMINATION OF ELIGIBILITY........................................21
3.4      TERMINATION OF ELIGIBILITY..........................................21
3.5      OMISSION OF ELIGIBLE EMPLOYEE.......................................21
3.6      INCLUSION OF INELIGIBLE EMPLOYEE....................................22

                                   ARTICLE IV

                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION.......................22
4.2      PARTICIPANT'S SALARY REDUCTION ELECTION.............................23
4.3      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION............................27
4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS................28
4.5      ACTUAL DEFERRAL PERCENTAGE TESTS....................................31
4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS......................35


<PAGE>

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS................................37
4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS..................41
4.9      MAXIMUM ANNUAL ADDITIONS............................................43
4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...........................45
4.11     TRANSFERS FROM QUALIFIED PLANS......................................46
4.12     VOLUNTARY CONTRIBUTIONS.............................................48
4.13     DIRECTED INVESTMENT ACCOUNT.........................................48

                                        ARTICLE V
                                       VALUATIONS

5.1      VALUATION OF THE TRUST FUND.........................................50
5.2      METHOD OF VALUATION.................................................50

                                         ARTICLE VI
                         DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT...........................51
6.2      DETERMINATION OF BENEFITS UPON DEATH................................51
6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY....................53
6.4      DETERMINATION OF BENEFITS UPON TERMINATION..........................53
6.5      DISTRIBUTION OF BENEFITS............................................58
6.6      DISTRIBUTION OF BENEFITS UPON DEATH.................................64
6.7      TIME OF SEGREGATION OR DISTRIBUTION.................................68
6.8      DISTRIBUTION FOR MINOR BENEFICIARY..................................68
6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN......................68
6.10     PRE-RETIREMENT DISTRIBUTION.........................................69
6.11     ADVANCE DISTRIBUTION FOR HARDSHIP...................................70
6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.....................73
6.13     DIRECT ROLLOVER.....................................................73


<PAGE>

                                   ARTICLE VII

                     AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1      AMENDMENT...........................................................74
7.2      TERMINATION.........................................................75
7.3      MERGER OR CONSOLIDATION.............................................75
7.4      LOANS TO PARTICIPANTS...............................................76

                                  ARTICLE VIII

                                    TOP HEAVY

8.1      TOP HEAVY PLAN REQUIREMENTS.........................................77
8.2      DETERMINATION OF TOP HEAVY STATUS...................................77

                                   ARTICLE IX

                                  MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS................................................80
9.2      ALIENATION..........................................................81
9.3      CONSTRUCTION OF PLAN................................................82
9.4      GENDER AND NUMBER...................................................82
9.5      LEGAL ACTION........................................................82
9.6      PROHIBITION AGAINST DIVERSION OF FUNDS..............................82
9.7      BONDING.............................................................83
9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE..........................83
9.9      INSURER'S PROTECTIVE CLAUSE.........................................83
9.10     RECEIPT AND RELEASE FOR PAYMENTS....................................84
9.11     ACTION BY THE EMPLOYER..............................................84
9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY..................84
9.13     HEADINGS............................................................85
9.14     APPROVAL BY INTERNAL REVENUE SERVICE................................85
9.15     UNIFORMITY..........................................................85



<PAGE>

                                    ARTICLE X

                             PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS.........................................86
10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS.............................86
10.3     DESIGNATION OF AGENT................................................86
10.4     EMPLOYEE TRANSFERS..................................................87
10.5     PARTICIPATING EMPLOYER CONTRIBUTION.................................87
10.6     AMENDMENT...........................................................87
10.7     DISCONTINUANCE OF PARTICIPATION.....................................87
10.8     ADMINISTRATOR'S AUTHORITY...........................................88

                                    SCHEDULES

         SCHEDULE 6.2    PROTECTED OPTIONAL FORMS OF DEATH BENEFIT
     SCHEDULE 6.5    PROTECTED OPTIONAL FORMS OF BENEFIT DISTRIBUTION
                 SCHEDULE 7.4   PARTICIPANT LOAN  PROGRAM
                 SCHEDULE 10.1    PARTICIPATING EMPLOYERS



<PAGE>

                                      MYLAN

                           PROFIT SHARING 401(K) PLAN

        THIS  PLAN,  hereby  adopted  this  29th day of  March,  2000,  by Mylan
         Laboratories Inc. (herein referred to as the "Employer").

                                W I T N E S S E T H:

                  WHEREAS, the Employer heretofore  established a Profit Sharing
Plan effective April 1, 1979, (hereinafter called the "Effective Date") known as
Mylan  Laboratories  Inc.  Employees  Profit  Sharing  Plan and which plan shall
hereinafter be known as Mylan Profit Sharing 401(k) Plan (herein  referred to as
the "Plan") in recognition of the contribution made to its successful  operation
by its employees and for the exclusive benefit of its eligible employees; and

                  WHEREAS,  under the terms of the Plan,  the  Employer  has the
ability to amend the Plan,  provided the Trustee joins in such  amendment if the
provisions of the Plan affecting the Trustee are amended;

                  NOW,  THEREFORE,  generally effective April 1, 1997, except as
otherwise  provided,   and  in  particular  the  salary  deferral  and  matching
contributions provisions are effective April 1, 2000, the Employer in accordance
with the provisions of the Plan pertaining to amendments thereof,  hereby amends
the Plan in its entirety and restates the Plan to provide as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

         1.2 "Administrator"  means the Employer unless another person or entity
has been  designated by the Employer  pursuant to Section 2.2 to administer  the
Plan on behalf of the Employer.

         1.3 "Affiliated  Employer" means any corporation which is a member of a
controlled  group of  corporations  (as defined in Code  Section  414(b))  which
includes the Employer; any trade or business (whether or not incorporated) which
is under common  control (as defined in Code Section  414(c)) with the Employer;
any  organization  (whether  or  not  incorporated)  which  is a  member  of  an
affiliated  service group (as defined in Code Section 414(m)) which includes the
Employer;  and any other  entity  required to be  aggregated  with the  Employer
pursuant to Regulations under Code Section 414(o).

         1.4 "Aggregate  Account" means, with respect to each  Participant,  the
value  of  all  accounts   maintained  on  behalf  of  a  Participant,   whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 8.2.

                                                         1

<PAGE>

         1.5      "Anniversary Date" means December 31st.

         1.6 "Annuity Starting Date" means, with respect to any Participant, the
first day of the first  period  for which an amount is paid as an annuity or any
other form.

         1.7  "Beneficiary"  means the  person  to whom the share of a  deceased
Participant's total account is payable,  subject to the restrictions of Sections
6.2 and 6.6.

         1.8      "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

         1.9   "Compensation"   with  respect  to  any  Participant  means  such
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 Regulation
1.62-2(c)) for a Plan Year.

                  Compensation  shall exclude (a)(1)  contributions  made by the
Employer  to  a  plan  of  deferred   compensation   to  the  extent  that,  the
contributions  are not includible in the gross income of the Participant for the
taxable year in which contributed,  (2) Employer contributions made on behalf of
an Employee to a  simplified  employee  pension  plan  described in Code Section
408(k) to the extent such contributions are excludable from the Employee's gross
income, (3) any distributions from a plan of deferred compensation;  (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;  and (d) other amounts  which  receive  special tax benefits,  or
contributions  made by the  Employer  (whether  or not under a salary  reduction
agreement)  towards  the  purchase  of any annuity  contract  described  in Code
Section 403(b) (whether or not the  contributions  are actually  excludable from
the gross income of the Employee).

                  For   purposes  of  this   Section,   the   determination   of
Compensation shall be made by:

                           (a)  excluding  (even if  includible in gross income)
                  reimbursements  or other expense  allowances,  fringe benefits
                  (cash or noncash), moving expenses, deferred compensation, and
                  welfare benefits.

                           (b) including  amounts which are  contributed  by the
                  Employer  pursuant to a salary  reduction  agreement and which
                  are not  includible  in the gross  income  of the  Participant
                  under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or
                  457(b),

                                                         2

<PAGE>

                  and Employee contributions described in Code Section 414(h)(2)
                  that are treated as Employer contributions.

                  For   a   Participant's   initial   year   of   participation,
Compensation  shall  be  recognized  as of  such  Employee's  effective  date of
participation pursuant to Section 3.2.

                  Compensation in excess of $150,000 shall be disregarded.  Such
amount shall be adjusted for increases in the cost of living in accordance  with
Code Section 401(a)(17),  except that the dollar increase in effect on January 1
of any calendar  year shall be  effective  for the Plan Year  beginning  with or
within such calendar year. For any short Plan Year the Compensation  limit shall
be an amount equal to the Compensation  limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12).

                  For purposes of this Section,  if the Plan is a plan described
in Code Section 413(c) or 414(f) (a plan  maintained by more than one Employer),
the  limitation  applies  separately  with  respect to the  Compensation  of any
Participant from each Employer maintaining the Plan.

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of Compensation  has been modified,  then, for Plan
Years prior to the Plan Year which  includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

         1.10 "Contract" or "Policy" means any life insurance policy, retirement
income or  annuity  policy or  annuity  contract  (group or  individual)  issued
pursuant to the terms of the Plan.

         1.11 "Deferred  Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's  deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

         1.12 "Designated  Investment  Alternative" means a specific  investment
identified  by name by a Fiduciary  as an  available  investment  under the Plan
which may be acquired or disposed of by the Trustee  pursuant to the  investment
direction by a Participant.

         1.13     "Directed Investment Option" means one or more of the
following:

                           (a)      a Designated Investment Alternative.

                           (b) any other  investment  permitted  by the Plan and
                  the Participant  Direction Procedures and acquired or disposed
                  of by the Trustee  pursuant to the  investment  direction of a
                  Participant.

                                                         3

<PAGE>

         1.14 "Early  Retirement Date" means,  except as otherwise reduced for a
particular  Participant  group as provided below in this Section 1.14, the first
day of the month  (prior  to the  Normal  Retirement  Date)  coinciding  with or
following the date on which a Participant or Former Participant  attains age 55,
and has  completed  at least 7 whole  years of his  Period of  Service  with the
Employer (Early  Retirement  Age). A Participant  shall become fully Vested upon
satisfying this requirement if still employed at his Early Retirement Age.

                  A  Former   Participant   who  terminates   employment   after
satisfying  the service  requirement  for Early  Retirement  and who  thereafter
reaches the age  requirement  contained  herein shall be entitled to receive his
benefits under this Plan.

                  For a Participant who had an account under the former Penederm
Incorporated 401(k) Plan, last maintained by Bertek  Pharmaceuticals Inc., which
account  was merged  with and into,  or  transferred  (other than by a direct or
indirect  rollover  transfer) to, this Plan on April 1, 2000,  "Early Retirement
Date"  means the first day of the month  (prior to the Normal  Retirement  Date)
coinciding  with  or  following  the  date  on  which a  Participant  or  Former
Participant  attains  age 55, and has  completed  at least 5 whole  years of his
Period of Service with the Employer (Early Retirement Age).

         1.15 "Elective  Contribution"  means the Employer  contributions to the
Plan of Deferred  Compensation  excluding any such amounts distributed as excess
"annual  additions"  pursuant to Section  4.10(a).  In  addition,  the  Employer
contribution  made pursuant to Section  4.1(b) which is used to satisfy the safe
harbor  methods  permitted by Code Sections  401(k)(12)  and  401(m)(11) and the
Employer matching  contribution made pursuant to Section 4.1(c) which is used to
satisfy  the  "Actual  Deferral  Percentage"  tests and any  Employer  Qualified
Non-Elective  Contribution  made pursuant to Section  4.1(d) and Section  4.6(b)
which  is used to  satisfy  the  "Actual  Deferral  Percentage"  tests  shall be
considered an Elective  Contribution for purposes of the Plan. Any contributions
deemed to be Elective  Contributions (whether or not used to satisfy the "Actual
Deferral  Percentage"  tests) shall be subject to the  requirements  of Sections
4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination
requirements  of  Regulation  1.401(k)-l(b)(5),  the  provisions  of  which  are
specifically incorporated herein by reference.

         1.16 "Eligible Employee" means any Employee, except for those groups of
employees identified in this Section as not eligible to participate in the Plan.

                  Employees who are Leased  Employees within the meaning of Code
Sections  414(n)(2) and 414(o)(2)  shall not be eligible to  participate in this
Plan.

                  Employees  whose  employment  is  governed  by the  terms of a
collective  bargaining  agreement between Employee  representatives  (within the
meaning of Code Section  7701(a)(46))  and the Employer  under which  retirement
benefits were the subject of good faith bargaining  between the parties will not
be eligible to participate in this Plan unless such agreement expressly provides
for coverage in this Plan.

                                                         4

<PAGE>

                  Interns shall not be eligible to participate in this Plan.

                  Employees who are  nonresident  aliens  (within the meaning of
Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning
of Code Section  911(d)(2))  from the  Employer  which  constitutes  income from
sources within the United States (within the meaning of Code Section  861(a)(3))
shall not be eligible to participate in this Plan.

                  Employees of an Affiliated  Employer  shall not be eligible to
participate  in this Plan  unless  such  Affiliated  Employer  has  specifically
adopted this Plan in writing.

         1.17  "Employee"  means any person who is employed  by the  Employer or
Affiliated Employer.  Employee shall include Leased Employees within the meaning
of Code  Sections  414(n)(2)  and  414(o)(2)  unless such Leased  Employees  are
covered by a plan described in Code Section  414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's  non-highly  compensated work
force.

         1.18 "Employer" means Mylan  Laboratories  Inc. and any successor which
shall maintain this Plan; and any  predecessor  which has maintained  this Plan.
The Employer is a corporation,  with principal  offices in the  Commonwealth  of
Pennsylvania.  In addition,  where appropriate,  the term Employer shall include
any  Participating  Employer (as defined in Section 10.1) which shall adopt this
Plan.

         1.19 "Excess Aggregate  Contributions"  means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching  contributions
made pursuant to Section 4.1(b) (to the extent such matching  contributions  are
not  used to  satisfy  the  safe  harbor  methods  permitted  by  Code  Sections
401(k)(12) and 401(m)(11)),  Employer  matching  contributions  made pursuant to
Section  4.1(c)  (to the  extent  such  matching  contributions  are not used to
satisfy the "Actual Deferral  Percentage" tests) and any qualified  non-elective
contributions  or  elective  deferrals  taken into  account  pursuant to Section
4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over the
maximum amount of such contributions  permitted under the limitations of Section
4.7(a)   (determined  by  reducing   contributions  made  on  behalf  of  Highly
Compensated  Participants in order of the actual  contribution  ratios beginning
with the highest of such ratios).

         1.20 "Excess  Contributions"  means,  with respect to a Plan Year,  the
excess  of  Elective   Contributions   used  to  satisfy  the  "Actual  Deferral
Percentage" tests made on behalf of Highly Compensated Participants for the Plan
Year over the  maximum  amount of such  contributions  permitted  under  Section
4.5(a)   (determined  by  reducing   contributions  made  on  behalf  of  Highly
Compensated  Participants in order of the actual deferral ratios  beginning with
the highest of such ratios). Excess Contributions shall be treated as an "annual
addition" pursuant to Section 4.9(b).

         1.21 "Excess Deferred  Compensation" means, with respect to any taxable
year of a Participant,  the excess of the aggregate amount of such Participant's
Deferred  Compensation  and the elective  deferrals  pursuant to Section  4.2(f)
actually made on behalf of such Participant for such

                                                         5

<PAGE>

taxable year,  over the dollar  limitation  provided for in Code Section 402(g),
which is incorporated herein by reference. Excess Deferred Compensation shall be
treated as an "annual  addition"  pursuant to Section 4.9(b) when contributed to
the Plan unless distributed to the affected Participant not later than the first
April 15th following the close of the Participant's taxable year.  Additionally,
for  purposes of Sections 8.2 and 4.4(g),  Excess  Deferred  Compensation  shall
continue to be treated as Employer contributions even if distributed pursuant to
Section 4.2(f).  However, Excess Deferred Compensation of Non-Highly Compensated
Participants  is not taken into  account for  purposes of Section  4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

         1.22 "Fiduciary"  means any person who (a) exercises any  discretionary
authority  or  discretionary  control  respecting  management  of  the  Plan  or
exercises any authority or control  respecting  management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect,  with  respect to any monies or other  property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary  authority or
discretionary  responsibility in the administration of the Plan, including,  but
not limited to, the Trustee,  the Employer and its representative  body, and the
Administrator.

         1.23 "Fiscal Year" means the  Employer's  accounting  year of 12 months
commencing on April 1st of each year and ending the following March 31st.

         1.24     "Forfeiture" means that portion of a Participant's Account
that is not Vested, and occurs on the earlier of:

                           (a)      the distribution of the entire Vested
portion of a Terminated Participant's Account, or

                           (b)      the last day of the Plan Year in which the
Participant incurs five (5) consecutive 1-Year Breaks in Service.

                  Furthermore,  for purposes of paragraph (a) above, in the case
of a  Terminated  Participant  whose  Vested  benefit is zero,  such  Terminated
Participant  shall be deemed  to have  received  a  distribution  of his  Vested
benefit upon his  termination of employment with the Employer and any Affiliated
Employer. Restoration of such amounts shall occur pursuant to Section 6.4(i)(2).
In  addition,  the term  Forfeiture  shall  also  include  amounts  deemed to be
Forfeitures pursuant to any other provision of this Plan.

         1.25 "Former Participant" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

         1.26 "415  Compensation"  with  respect to any  Participant  means such
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

                                                         6

<PAGE>

(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 Regulation  1.62-2(c))
for a Plan Year.

                  "415 Compensation" shall exclude (a)(1)  contributions made by
the  Employer  to a plan  of  deferred  compensation  to the  extent  that,  the
contributions  are not includible in the gross income of the Participant for the
taxable year in which contributed,  (2) Employer contributions made on behalf of
an Employee to a  simplified  employee  pension  plan  described in Code Section
408(k) to the extent such contributions are excludable from the Employee's gross
income, (3) any distributions from a plan of deferred compensation;  (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;  and (d) other amounts  which  receive  special tax benefits,  or
contributions  made by the  Employer  (whether  or not under a salary  reduction
agreement)  towards  the  purchase  of any annuity  contract  described  in Code
Section 403(b) (whether or not the  contributions  are actually  excludable from
the gross income of the Employee).

                  For Plan Years beginning after December 31, 1997, for purposes
of this  Section,  the  determination  of "415  Compensation"  shall include any
elective deferral (as defined in Code Section  402(g)(3)),  and any amount which
is  contributed  or deferred by the Employer at the election of the  Participant
and which is not includible in the gross income of the  Participant by reason of
Code Sections 125 or 457.

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of "415 Compensation" has been modified,  then, for
Plan  Years  prior to the Plan Year which  includes  the  adoption  date of this
amendment and restatement,  "415  Compensation"  means  compensation  determined
pursuant to the Plan then in effect.

         1.27 414(s)  Compensation"  with respect to any  Participant  means the
Participant's  "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include 414(s) Compensation"
for the  entire  twelve  (12) month  period  ending on the last day of such Plan
Year,  except  that  "414(s)  Compensation"  shall only be  recognized  for that
portion of the Plan Year during which an Employee was a Participant in the Plan.

                  For purposes of this  Section,  the  determination  of "414(s)
Compensation"  shall be made by excluding  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross income of the  Participant  under Code  Sections 125, 402 (e) (3) ,
402 (h) (1) (B) , 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2)that are treated as Employer contributions.

                                                         7

<PAGE>

                  "414(s)Compensation"   in   excess   of   $150,000   shall  be
disregarded.  Such amount shall be adjusted for  increases in the cost of living
in accordance with Code Section  401(a)(17),  except that the dollar increase in
effect on January 1 of any calendar  year shall be  effective  for the Plan Year
beginning with or within such calendar year. For any short Plan Year the "414(s)
Compensation" limit shall be an amount equal to the "414(s)  Compensation" limit
for the  calendar  year in which the Plan Year  begins  multiplied  by the ratio
obtained by dividing  the number of full months in the short Plan Year by twelve
(12).

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of "414(s)  Compensation" has been modified,  then,
for Plan Years prior to the Plan Year which  includes the adoption  date of this
amendment and restatement,  "414(s) Compensation" means compensation  determined
pursuant to the Plan then in effect.

         1.28 "Highly  Compensated  Employee"  means,  for Plan Years  beginning
after  December 31, 1996, an Employee  described in Code Section  414(q) and the
Regulations  thereunder,  and generally means an Employee who performed services
for the Employer  during the  "determination  year" and is in one or more of the
following groups:

                           (a)   Employees   who  at   any   time   during   the
                  "determination  year" or "look- back year" were "five  percent
                  owners" as defined in Section 1.34(c).

                           (b)      Employees who received "415 Compensation"
during the "look-back year" from the Employer in excess of $80,000.

                  The  "determination  year"  shall be the Plan  Year for  which
testing is being  performed,  and the "look-back  year" shall be the immediately
preceding  twelve-month  period.   However,  for  purposes  of  (b)  above,  the
"look-back  year" shall be the calendar year beginning  within the twelve- month
period immediately preceding the "determination year."

                  Notwithstanding  the above,  for the first Plan Year beginning
after December 31, 1996, the "look-back  year" shall be the calendar year ending
with or within  the Plan  Year for which  testing  is being  performed,  and the
"determination  year" (if applicable) shall be the period of time, if any, which
extends  beyond the  "look-back  year" and ends on the last day of the Plan Year
for which testing is being performed (the "lag period").

                  For  purposes  of  this  Section,  the  determination  of "415
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h)(1)(B),  403(b) or 457(b),  and Employee  contributions  described in Code
Section 414(h)(2) that are treated as Employer contributions.  Additionally, the
dollar  threshold  amount  specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996.

                                                         8

<PAGE>

In the case of such an  adjustment,  the dollar  limit which shall be applied is
the limit for the calendar year in which the "look-back year" begins.

                  In determining who is a Highly Compensated Employee, Employees
who are non-  resident  aliens and who  received  no earned  income  (within the
meaning of Code Section 911(d)(2)) from the Employer  constituting United States
source income within the meaning of Code Section  861(a)(3) shall not be treated
as Employees. Additionally, all Affiliated Employers shall be taken into account
as a single  employer and Leased  Employees  within the meaning of Code Sections
414(n)(2)  and  414(o)(2)  shall be  considered  Employees  unless  such  Leased
Employees are covered by a plan described in Code Section  414(n)(5) and are not
covered in any  qualified  plan  maintained  by the  Employer.  The exclusion of
Leased  Employees for this purpose shall be applied on a uniform and  consistent
basis for all of the Employer's  retirement  plans.  Highly  Compensated  Former
Employees  shall be treated as Highly  Compensated  Employees  without regard to
whether they performed services during the "determination year."

         1.29 "Highly  Compensated  Former Employee" means a former Employee who
had a  separation  year  prior  to the  "determination  year"  and was a  Highly
Compensated  Employee  in  the  year  of  separation  from  service  or  in  any
"determination year" after attaining age 55.  Notwithstanding the foregoing,  an
Employee who  separated  from service  prior to 1987 will be treated as a Highly
Compensated  Former  Employee  only if  during  the  separation  year  (or  year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th  birthday),  the Employee either
received "415  Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent  owner" shall be  determined in  accordance  with Section  1.28.  Highly
Compensated Former Employees shall be treated as Highly  Compensated  Employees.
The  method  set  forth  in  this  Section  for  determining  who  is a  "Highly
Compensated  Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

         1.30     "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

         1.31 "Hour of Service" means each hour for which an Employee is paid or
entitled to payment for the performance of duties for the Employer.

         1.32 "Income" means the income or losses  allocable to Excess  Deferred
Compensation,  Excess  Contributions  or Excess  Aggregate  Contributions  which
amount shall be  allocated in the same manner as income or losses are  allocated
pursuant to Section 4.4(f).

         1.33  "Investment  Manager"  means an entity  that (a) has the power to
manage,  acquire,  or dispose  of Plan  assets  and (b)  acknowledges  fiduciary
responsibility  to the Plan in writing.  Such entity must be a person,  firm, or
corporation  registered as an investment  adviser under the Investment  Advisers
Act of 1940, a bank, or an insurance company.

                                                         9

<PAGE>

         1.34 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder.  Generally,  any Employee or former Employee (as
well as each of his  Beneficiaries)  is  considered a Key Employee if he, at any
time during the Plan Year that contains the  "Determination  Date" or any of the
preceding  four  (4)  Plan  Years,  has been  included  in one of the  following
categories:

                           (a) an  officer  of the  Employer  (as  that  term is
                  defined  within  the  meaning  of the  Regulations  under Code
                  Section 416) having annual "415 Compensation"  greater than 50
                  percent   of  the  amount  in  effect   under   Code   Section
                  415(b)(1)(A) for any such Plan Year.

                           (b)  one of the  ten  employees  having  annual  "415
                  Compensation"  from the  Employer for a Plan Year greater than
                  the  dollar   limitation   in  effect   under   Code   Section
                  415(c)(1)(A)  for the  calendar  year in which  such Plan Year
                  ends and owning (or considered as owning within the meaning of
                  Code Section 318) both more than one-half percent interest and
                  the largest interests in the Employer.

                           (c) a "five  percent  owner" of the  Employer.  "Five
                  percent  owner" means any person who owns (or is considered as
                  owning  within the meaning of Code Section 318) more than five
                  percent (5%) of the outstanding stock of the Employer or stock
                  possessing  more than five percent (5%) of the total  combined
                  voting  power of all stock of the  Employer or, in the case of
                  an unincorporated  business any person who owns more than five
                  percent  (5%)  of  the  capital  or  profits  interest  in the
                  Employer.  In  determining   percentage  ownership  hereunder,
                  employers  that  would  otherwise  be  aggregated  under  Code
                  Sections 414(b), (c), (m) and (o) shall be treated as separate
                  employers.

                           (d) a "one percent  owner" of the Employer  having an
                  annual  "415  Compensation"  from the  Employer  of more  than
                  $150,000. "One percent owner" means any person who owns (or is
                  considered  as owning  within the meaning of Code Section 318)
                  more than one  percent  (1%) of the  outstanding  stock of the
                  Employer or stock possessing more than one percent (1%) of the
                  total  combined  voting power of all stock of the Employer or,
                  in the case of an unincorporated business, any person who owns
                  more than one percent (1%) of the capital or profits  interest
                  in  the  Employer.   In   determining   percentage   ownership
                  hereunder,  employers that would otherwise be aggregated under
                  Code  Sections  414(b),  (c),  (m) and (o) shall be treated as
                  separate   employers.   However,  in  determining  whether  an
                  individual has "415 Compensation" of more than $150,000,  "415
                  Compensation"  from each  employer  required to be  aggregated
                  under Code  Sections  414(b),  (c), (m) and (o) shall be taken
                  into account.

                  For  purposes  of  this  Section,  the  determination  of "415
Compensation"  shall be made by including  amounts which are  contributed by the
Employer pursuant to a salary reduction

                                                        10

<PAGE>

agreement and which are not  includible  in the gross income of the  Participant
under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions  described in Code Section  414(h)(2) that are treated as Employer
contributions.

         1.35 "Late Retirement Date" means the first day of the month coinciding
with or next  following a  Participant's  actual  Retirement  Date after  having
reached his Normal Retirement Date.

         1.36 "Leased  Employee,  means, for Plan Years beginning after December
31, 1996,  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 Code Section 414(n)(6)) on a substantially
full  time  basis  for a period of at least  one  year,  and such  services  are
performed  under  primary  direction  or  control  by  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:

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

                           (1) a non-integrated employer contribution rate of at
                           least 10% of compensation, as defined in Code Section
                           415(c)(3),    but   including   amounts   which   are
                           contributed  by the  Employer  pursuant  to a  salary
                           reduction  agreement and which are not  includible in
                           the  gross  income  of  the  Participant  under  Code
                           Sections  125,  402(e)(3),  402(h)(1)(B),  403(b)  or
                           457(b), and Employee contributions  described in Code
                           Section   414(h)(2)  that  are  treated  as  Employer
                           contributions.

                           (2)      immediate participation; and

                           (3)      full and immediate vesting; and

                           (b)      if Leased Employees do not constitute more
than 20% of the recipient's non-highly compensated work force.

         1.37 "Non-Elective  Contribution"  means the Employer  contributions to
the Plan excluding,  however,  contributions  made pursuant to the Participant's
deferral  election  provided  for in  Section  4.2,  matching  contributions  or
nonelective  contributions  (which are used to satisfy the safe  harbor  methods
permitted by Code Sections  401(k)(12) and 401(m)(11))  made pursuant to Section
4.1(b),   matching  contributions  (which  are  used  in  the  "Actual  Deferral
Percentage"   tests)  made   pursuant  to  Section   4.1(c)  and  any  Qualified
Non-Elective Contribution used in the "Actual Deferral Percentage" tests.

                                                        11

<PAGE>

         1.38 "Non-Highly Compensated  Participant" means any Participant who is
not a Highly Compensated Employee. However, for the Plan Year prior to the first
Plan Year of this amendment and restatement,  for the purposes of Section 4.5(a)
and  Section  4.6,  if the  prior  year  testing  method is used,  a  Non-Highly
Compensated  Participant  shall be  determined  using the  definition  of highly
compensated employee in effect for the preceding Plan Year.

         1.39     "Non-Key Employee" means any Employee or former Employee (and
his Beneficiaries) who is not a Key Employee.

         1.40 "Normal  Retirement Age" means,  except as otherwise reduced for a
particular  Participant  group as  provided  below  in this  Section  1.40,  the
Participant's  65th  birthday.  A  Participant  shall become fully Vested in his
Participant's Account upon attaining his Normal Retirement Age.

                  For a Participant who had an account under the former Penederm
Incorporated 401(k) Plan, last maintained by Bertek  Pharmaceuticals Inc., which
account  was merged  with and into,  or  transferred  (other than by a direct or
indirect rollover  transfer) to, this Plan on April 1, 2000,  "Normal Retirement
Age" means the Participant's 62nd birthday.

         1.41  "Normal  Retirement  Date"  means  the  first  day of  the  month
coinciding with or next following the Participant's Normal Retirement Age.

         1.42     "1-Year Break in Service" means a Period of Severance of at
least 12 consecutive months.

         1.43 "Participant"  means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate  further in the
Plan.

         1.44  "Participant   Direction  Procedures"  means  such  instructions,
guidelines or policies,  the terms of which are incorporated herein, as shall be
established  pursuant  to Section  4.13 and  observed by the  Administrator  and
applied and provided to Participants who have Participant Directed Accounts.

         1.45   "Participant's   Account"  means  the  account  established  and
maintained by the  Administrator  for each Participant with respect to his total
interest  in the  Plan  and  Trust  resulting  from  the  Employer  Non-Elective
Contributions.

                  A separate accounting shall be maintained with respect to that
portion  of  the  Participant's   Account   attributable  to  Employer  matching
contributions  and  nonelective  contributions  made pursuant to Section 4.1(b),
Employer  matching  contributions  made  pursuant  to Section  4.1(c),  Employer
discretionary  contributions  made  pursuant to Section  4.1(e) and any Employer
Qualified Non-Elective Contributions.

                                                        12

<PAGE>

         1.46 "Participant's  Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

         1.47   "Participant's   Directed  Account"  means  that  portion  of  a
Participant's  interest in the Plan with  respect to which the  Participant  has
directed the investment in accordance with the Participant Direction Procedure.

         1.48 "Participant's Elective Account" means the account established and
maintained by the  Administrator  for each Participant with respect to his total
interest  in  the  Plan  and  Trust   resulting   from  the  Employer   Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests. A separate
accounting shall be maintained with respect to that portion of the Participant's
Elective Account attributable to such Elective Contributions pursuant to Section
4.2, Employer matching contributions and nonelective contributions made pursuant
to Section  4.1(b),  Employer  matching  contributions  made pursuant to Section
4.1(c) and any Employer Qualified Non-Elective Contributions.

         1.49 "Period of Service" means the aggregate of all periods  commencing
with the Employee's first day of employment or reemployment with the Employer or
Affiliated Employer and ending on the date a 1-Year Break in Service begins. The
first day of employment or reemployment  is the first day the Employee  performs
an Hour of Service.  An Employee will also receive partial credit for any Period
of Severance of less than 12 consecutive  months.  Fractional  periods of a year
will be expressed in terms of days.

                  If the Employer acquires a business,  the  Administrator  will
determine if any Period of Service will be credited and  recognized  for service
with  the  acquired   business  for  periods  prior  to  the  acquisition.   The
Administrator's determination will be uniform among employees as to any business
acquisition but may be different for each business acquisition.

                  For vesting purposes, Periods of Service prior to the original
effective  date of the Plan shall be  recognized.  Also,  for vesting  purposes,
Periods  of  Service  with  the  Employer,  each  Participating  Employer,  each
Affiliated Employer, and all Periods of Service recognized by a plan at the time
of its merger with and into this Plan shall be recognized.

                  Prior  to  April  1,  2000,   the  Plan  used  a  twelve  (12)
consecutive month computation period and Years of Service method for measuring a
Participant's  eligibility,   vesting  and  participation  for  benefit  accrual
purposes. In addition, certain plans which are, or may be, merged with and into,
or transferred  (other than by a direct or indirect rollover  transfer) to, this
Plan, have used the twelve (12) consecutive month  computation  period and Years
of Service  method for similar  purposes.  In these cases,  the Plan will credit
service in compliance with Regulation  1.410(a)-7(f)  and (g).  Therefore,  each
employee whose service was  determined on the basis of  computation  periods and
then  changes to the elapsed time method  shall  receive  credit for a period of
service consisting of:

                                                        13

<PAGE>

                           (a) A number of years equal to the number of years of
                  service credited to the employee before the computation period
                  during which the change to the elapsed time method occurs; and

                           (b) The  greater of (1) the  period of  service  that
                  would be  credited  to the  employee  under the  elapsed  time
                  method for his service during the entire computation period in
                  which the change to the elapsed time method  occurs or (2) the
                  service  taken  into  account  under the  computation  periods
                  method  as of the  date  of the  change  to the  elapsed  time
                  method; and

                           (c) The period of service for service  subsequent  to
                  the change to the elapsed time commencing on the day after the
                  last day of the computation  period in which the change to the
                  elapsed time method occurs.

         Notwithstanding the above, employees, determined as of April 1, 2000,
of Mylan Laboratories Inc., Mylan Pharmaceuticals Inc., Mylan Technologies Inc.,
UDL Laboratories, Inc. (an Illinois corporation with facilities in Illinois),
UDL Laboratories, Inc. (a Florida corporation with facilities in Florida) and
Bertek Pharmaceuticals Inc. (a Texas corporation with facilities in Texas) shall
be given credit for whichever Period of Service is greater, determined (i) as
provided above or (ii) under the elapsed time method applied as if that method
had been effective as of the employee's first date of employment with the
Employer or Affiliated Employer.

         1.50 "Period of  Severance"  means a  continuous  period of time during
which the Employee is not employed by the  Employer.  Such period  begins on the
date the Employee retires,  quits or is discharged,  or if earlier, the 12 month
anniversary  of the date on which the Employee was  otherwise  first absent from
service.

                  In the  case of an  individual  who is  absent  from  work for
maternity or paternity reasons, the 12-consecutive month period beginning on the
first anniversary of the first day of such absence shall not constitute a 1-Year
Break in Service.  For  purposes  of this  paragraph,  an absence  from work for
maternity or paternity  reasons  means an absence (a) by reason of the pregnancy
of the individual,  (b) by reason of the birth of a child of the individual, (c)
by reason of the placement of a child with the individual in connection with the
adoption  of such child by such  individual,  or (d) for  purposes of caring for
such child for a period beginning immediately following such birth or placement.

         1.51 "Plan" means this instrument, including all amendments thereto.

         1.52 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January lst of each year and ending the following  December  31st,
except for the first Plan Year which commenced April lst.

                                                        14

<PAGE>

         1.53  "Pre-Retirement  Survivor Annuity" means a death benefit which is
an immediate annuity for the life of the Participant's spouse the payments under
which must be equal to the amount of benefit which can be purchased with 100% of
the accounts of a Participant.

         1.54   "Qualified   Non-Elective   Contribution"   means  any  Employer
contributions  made  pursuant to Section  4.1(d) and Section  4.6(b) and Section
4.8(f). Such contributions shall be considered an Elective  Contribution for the
purposes of the Plan and may be used to satisfy the "Actual Deferral Percentage"
tests or the "Actual Contribution Percentage" tests.

         1.55  "Regulation"  means the Income Tax  Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.

         1.56 "Retired  Participant"  means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         1.57 "Retirement Date" means the date as of which a Participant retires
from active  service with the Employer and any  Affiliated  Employer for reasons
other than Total and Permanent  Disability,  whether such retirement occurs on a
Participant's Normal Retirement Date, Early or Late Retirement Date (see Section
6.1).

         1.58   "Super Top Heavy Plan" means a plan described in Section 8.2(b).

         1.59   "Terminated   Participant"   means  a  person  who  has  been  a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

         1.60     "Top Heavy Plan" means a plan described in Section 8.2(a).

         1.61     "Top Heavy Plan Year" means a Plan Year during which the Plan
is a Top Heavy Plan.

         1.62  "Total  and  Permanent  Disability"  means a  physical  or mental
condition of a Participant  resulting  from bodily  injury,  disease,  or mental
disorder  which  renders him  incapable of  continuing  his usual and  customary
employment  with  the  Employer.  The  disability  of  a  Participant  shall  be
determined  by  a  licensed   physician   chosen  by  the   Administrator.   The
determination shall be applied uniformly to all Participants.

         1.63 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

         1.64  "Trust  Fund"  means the assets of the Plan and Trust as the same
shall exist from time to time.

                                                        15

<PAGE>

         1.65 "USERRA" means the Uniformed Services  Employment and Reemployment
Rights Act of 1994.  Notwithstanding any provision of this Plan to the contrary,
effective  December 12, 1994,  contributions,  benefits and service  credit with
respect to qualified  military  service will be provided in accordance with Code
Section 414(u).

         1.66 "Valuation Date" means any day that the New York Stock Exchange is
open  for  business  or any  other  date  or  dates  deemed  appropriate  by the
Administrator.

         1.67     "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

         1.68 "Voluntary Contribution Account" means the account established and
maintained by the  Administrator  for each Participant with respect to his total
interest in the Plan resulting from the  Participant's  nondeductible  voluntary
contributions made pursuant to Section 4.12.

                                                    ARTICLE II
                                                  ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                           (a)  In   addition   to  the   general   powers   and
                  responsibilities  otherwise  provided  for in this  Plan,  the
                  Employer  shall be empowered to appoint and remove the Trustee
                  and the Administrator  from time to time as it deems necessary
                  for the proper  administration  of the Plan to ensure that the
                  Plan is  being  operated  for  the  exclusive  benefit  of the
                  Participants  and their  Beneficiaries  in accordance with the
                  terms of the Plan,  the Code,  and the Act.  The  Employer may
                  appoint counsel, specialists,  advisers, agents (including any
                  nonfiduciary  agent) and other  persons as the Employer  deems
                  necessary or desirable in connection  with the exercise of its
                  fiduciary  duties under this Plan. The Employer may compensate
                  such  agents  or  advisers  from  the  assets  of the  Plan as
                  fiduciary  expenses (but not including any business  (settlor)
                  expenses  of the  Employer),  to the  extent  not  paid by the
                  Employer.

                           (b)  The  Employer  may,  by  written   agreement  or
                  designation,  appoint  at its  option  an  Investment  Manager
                  (qualified  under  the  Investment  Company  Act  of  1940  as
                  amended),  investment  adviser,  or  other  agent  to  provide
                  direction  to the  Trustee  with  respect to any or all of the
                  Plan assets.  Such appointment  shall be given by the Employer
                  in  writing  in a form  acceptable  to the  Trustee  and shall
                  specifically  identify  the Plan assets with  respect to which
                  the Investment  Manager or other agent shall have authority to
                  direct the investment.

                           (c)      The Employer shall establish a "funding
                  policy and method," i.e., it shall determine whether the Plan
                  has a short run need for liquidity (e.g., to pay

                                                        16

<PAGE>

                  benefits)  or  whether  liquidity  is  a  long  run  goal  and
                  investment  growth (and  stability  of same) is a more current
                  need,  or shall  appoint  a  qualified  person  to do so.  The
                  Employer  or its  delegate  shall  communicate  such needs and
                  goals to the  Trustee,  who shall  coordinate  such Plan needs
                  with  its  investment  policy.  The  communication  of  such a
                  "funding policy and method" shall not,  however,  constitute a
                  directive to the Trustee as to  investment of the Trust Funds.
                  Such "funding  policy and method" shall be consistent with the
                  objectives of this Plan and with the  requirements  of Title I
                  of the Act.

                           (d)  The  Employer  shall  periodically   review  the
                  performance  of any  Fiduciary  or other person to whom duties
                  have been delegated or allocated by it under the provisions of
                  this Plan or pursuant  to  procedures  established  hereunder.
                  This requirement may be satisfied by formal periodic review by
                  the Employer or by a qualified person specifically  designated
                  by the Employer, through day-to-day conduct and evaluation, or
                  through other appropriate ways.

2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY

                  The  Employer  shall be the  Administrator.  The  Employer may
appoint  any  person,  including,  but not  limited  to,  the  Employees  of the
Employer,  to perform the duties of the  Administrator.  Any person so appointed
shall signify his  acceptance by filing  written  acceptance  with the Employer.
Upon the  resignation or removal of any individual  performing the duties of the
Administrator, the Employer may designate a successor.

2.3      POWERS AND DUTIES OF THE ADMINISTRATOR

                  The  primary   responsibility   of  the  Administrator  is  to
administer  the Plan for the  exclusive  benefit of the  Participants  and their
Beneficiaries,  subject to the  specific  terms of the Plan.  The  Administrator
shall  administer the Plan in accordance with its terms and shall have the power
and  discretion to construe the terms of the Plan and to determine all questions
arising in connection with the administration,  interpretation,  and application
of the Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons.  The Administrator may establish  procedures,  correct
any defect,  supply any  information,  or reconcile  any  inconsistency  in such
manner and to such extent as shall be deemed necessary or advisable to carry out
the purpose of the Plan; provided,  however,  that any procedure,  discretionary
act, interpretation or construction shall be done in a nondiscriminatory  manner
based upon uniform principles  consistently applied and shall be consistent with
the intent that the Plan shall  continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations  issued pursuant thereto.  The  Administrator  shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

                  The Administrator may authorize or direct the establishment of
one or more  Pooled  Investment  Accounts.  For the  purposes  of this  Section,
"Pooled Investment Account" means an

                                                        17

<PAGE>

account established pursuant to an administrative services agreement between the
Employer and the Trustee.

                  The  Administrator  shall be  charged  with the  duties of the
general  administration  of  the  Plan,  including,  but  not  limited  to,  the
following:

                           (a)      the discretion to determine all questions
                  relating to the eligibility of Employees to participate or
                  remain a Participant hereunder and to receive benefits under
                  the Plan;

                            (b)     to compute, certify, and direct the Trustee
                  with respect to the amount and the kind of benefits to which
                  any Participant shall be entitled hereunder;

                           (c)      to authorize and direct the Trustee with
                  respect to all nondiscretionary or otherwise directed
                  disbursements from the Trust;

                           (d)      to maintain all necessary records for the
                  administration of the Plan;

                           (e)      to interpret the provisions of the Plan and
                  to make and publish such rules for regulation of the Plan as
                  are consistent with the terms hereof;

                           (f)      to determine the size and type of any
                  Contract to be purchased from any insurer, and to designate
                  the insurer from which such Contract shall be purchased;

                           (g)      to compute and certify to the Employer and
                  to the Trustee from time to time the sums of money necessary
                  or desirable to be contributed to the Plan;

                           (h) to  consult  with the  Employer  and the  Trustee
                  regarding the short and long-term  liquidity needs of the Plan
                  in  order  that  the  Trustee  can  exercise  any   investment
                  discretion  in  a  manner  designed  to  accomplish   specific
                  objectives;

                           (i)  to  prepare  and   distribute   to  Employees  a
                  procedure  for notifying  Participants  and  Beneficiaries  of
                  their  rights  to  elect  joint  and  survivor  annuities  and
                  Pre-Retirement  Survivor  Annuities as required by the Act and
                  regulations thereunder;

                           (j) to prepare and  implement  a procedure  to notify
                  Eligible  Employees  that they may elect to have a portion  of
                  their Compensation deferred or paid to them in cash;

                           (k) to act as the  named  Fiduciary  responsible  for
                  communications  with  Participants  as needed to maintain Plan
                  compliance  with  ERISA  Section  404(c),  including  but  not
                  limited  to the  receipt  and  transmitting  of  Participant's
                  directions as

                                                        18

<PAGE>

                  to the investment of their  account(s)  under the Plan and the
                  formulation of policies,  rules,  and  procedures  pursuant to
                  which  Participants  may  give  investment  instructions  with
                  respect to the investment of their accounts;

                           (l)      to assist any Participant regarding his
                  rights, benefits, or elections available under the Plan.

2.4      RECORDS AND REPORTS

                  The Administrator shall keep a record of all actions taken and
shall keep all other books of account,  records,  policies,  and other data that
may be necessary for proper  administration of the Plan and shall be responsible
for  supplying  all  information  and reports to the Internal  Revenue  Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.5      APPOINTMENT OF ADVISERS

                  The  Administrator,  or the  Trustee  with the  consent of the
Administrator,  may appoint counsel,  specialists,  advisers,  agents (including
nonfiduciary  agents),  and other  persons as the  Administrator  or the Trustee
deems necessary or desirable in connection with the administration of this Plan,
including   but  not  limited  to  agents  and   advisers  to  assist  with  the
administration  and management of the Plan,  and thereby to provide,  among such
other duties as the Administrator may appoint,  assistance with maintaining Plan
records and the providing of  investment  information  to the Plan's  investment
fiduciaries and to Plan Participants.

                  The  Administrator  shall have the authority and discretion to
engage an  Administrative  Delegate  (as defined,  below)  which shall  perform,
without discretionary authority or control,  administrative functions within the
framework of policies, interpretations, rules, practices, and procedures made by
the  Administrator  or other Plan  Fiduciary.  Any  action  made or taken by the
Administrative  Delegate  may be  appealed  by an  affected  Participant  to the
Administrator  in  accordance  with the claims  review  procedures  provided  in
Section 2.8. Any decisions which call for interpretations of Plan provisions not
previously made by the  Administrator  shall be made only by the  Administrator.
The Administrative  Delegate shall not be considered a fiduciary with respect to
the services it provides.

                  For purposes of this Section,  "Administrative Delegate" means
one or more persons or institutions  to which the Employer or the  Administrator
has delegated certain administrative functions pursuant to a written agreement.

2.6      PAYMENT OF EXPENSES

                  All  expenses of  administration  may be paid out of the Trust
Fund unless paid by the  Employer.  Such  expenses  shall  include any  expenses
incident  to the  functioning  of the  Administrator,  or any  person or persons
retained or appointed by any Named Fiduciary incident to

                                                        19

<PAGE>

the exercise of their duties under the Plan, including, but not limited to, fees
of the Trustee, accountants,  counsel, Investment Managers, recordkeeper, agents
(including  nonfiduciary  agents)  appointed  for the purpose of  assisting  the
Administrator or the Trustee in carrying out the instructions of Participants as
to the directed  investment of their  accounts and other  specialists  and their
agents,  and other costs of  administering  the Plan.  Until paid,  the expenses
shall constitute a liability of the Trust Fund.

2.7      CLAIMS PROCEDURE

                  Claims  for  benefits  under the Plan may be filed in  writing
with the  Administrator.  Written notice of the  disposition of a claim shall be
furnished to the claimant  within 90 days (180 days in special cases with notice
to the  claimant)  after the  application  is  filed.  In the event the claim is
denied, the reasons for the denial shall be specifically set forth in the notice
in language calculated to be understood by the claimant, pertinent provisions of
the Plan shall be cited,  and, where  appropriate,  an explanation as to how the
claimant can perfect the claim will be provided. In addition, the claimant shall
be furnished with an explanation of the Plan's claims review procedure.

2.8      CLAIMS REVIEW PROCEDURE

                  Any Employee,  former Employee,  or Beneficiary of either, who
has been denied a benefit by a decision of the Administrator pursuant to Section
2.7 shall be entitled to request the Administrator to give further consideration
to his claim by filing with the  Administrator  (on a form which may be obtained
from the Administrator) a request for a hearing.  Such request,  together with a
written  statement of the reasons why the claimant  believes his claim should be
allowed,  shall be filed  with the  Administrator  no later  than 60 days  after
receipt  of  the  written   notification   provided  for  in  Section  2.7.  The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be  represented by an attorney or any other  representative  of his
choosing and at which the claimant  shall have an  opportunity to submit written
and oral  evidence  and  arguments  in support of his claim.  At the hearing (or
prior  thereto upon 5 business  days written  notice to the  Administrator)  the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter  to attend the  hearing and record the  proceedings.  In such event,  a
complete  written  transcript  of the  proceedings  shall be  furnished  to both
parties by the court  reporter.  The full expense of any such court reporter and
such  transcripts  shall be borne by the party  causing  the court  reporter  to
attend the hearing.  A final  decision as to the allowance of the claim shall be
made by the Administrator  within 60 days of receipt of the appeal (unless there
has been an  extension  of 60 days due to special  circumstances,  provided  the
delay and the  special  circumstances  occasioning  it are  communicated  to the
claimant  within the 60 day period).  Such  communication  shall be written in a
manner  calculated to be  understood by the claimant and shall include  specific
reasons  for  the  decision  and  specific  references  to  the  pertinent  Plan
provisions on which the decision is based.

                                                        20

<PAGE>

                                                    ARTICLE III
                                                    ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY

                  Any  Eligible   Employee  shall  be  eligible  to  participate
hereunder on the date of his employment with the Employer. However, any Employee
who was a Participant  in the Plan prior to the effective date of this amendment
and restatement shall continue to participate in the Plan.

3.2      EFFECTIVE DATE OF PARTICIPATION

                  An Eligible  Employee shall become a Participant  effective as
of the date on which he satisfies the eligibility requirements of Section 3.1.

                  In the event an  Employee  who is not a member of an  eligible
class of Employees  becomes a member of an eligible  class,  such  Employee will
participate  immediately if such Employee would have otherwise previously become
a Participant.

3.3      DETERMINATION OF ELIGIBILITY

                  The  Administrator  shall  determine the  eligibility  of each
Employee for  participation in the Plan based upon information  furnished by the
Employer.  Such determination  shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review per Section 2.8.

3.4      TERMINATION OF ELIGIBILITY

                           (a)  In the  event  a  Participant  shall  go  from a
                  classification  of  an  Eligible  Employee  to  an  ineligible
                  Employee,  such Former  Participant  shall continue to vest in
                  his interest in the Plan for each Period of Service  completed
                  while  a  noneligible   Employee,   until  such  time  as  his
                  Participant's   Account  shall  be  forfeited  or  distributed
                  pursuant to the terms of the Plan. Additionally,  his interest
                  in the Plan shall  continue  to share in the  earnings  of the
                  Trust Fund.

                           (b) In the event a Participant  is no longer a member
                  of an eligible  class of Employees  and becomes  ineligible to
                  participate,  such Employee will participate  immediately upon
                  returning to an eligible class of Employees.

3.5      OMISSION OF ELIGIBLE EMPLOYEE

                  If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution  by his Employer for the year has been made,
the Employer shall make a subsequent contribution with

                                                        21

<PAGE>

respect to the omitted Employee in the amount which the said Employer would have
contributed with respect to him had he not been omitted. Such contribution shall
be made regardless of whether or not it is deductible in whole or in part in any
taxable year under applicable provisions of the Code.

3.6      INCLUSION OF INELIGIBLE EMPLOYEE

                  If, in any Plan  Year,  any  person  who  should not have been
included as a Participant in the Plan is  erroneously  included and discovery of
such incorrect inclusion is not made until after a contribution for the year has
been made, the Employer shall not be entitled to recover the  contribution  made
with respect to the ineligible  person  regardless of whether or not a deduction
is  allowable  with  respect to such  contribution.  In such  event,  the amount
contributed with respect to the ineligible  person shall constitute a Forfeiture
(except for Deferred  Compensation  which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

                                                    ARTICLE IV
                                            CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

                  For each Plan Year, the Employer shall contribute to the Plan,
except as otherwise provided:

                           (a) Effective  April 1, 2000, the amount of the total
                  salary reduction  elections of all Participants  made pursuant
                  to Section  4.2(a),  which  amount shall be deemed an Employer
                  Elective Contribution.

                           (b)  Effective  April  1,  2000,  on  behalf  of each
                  Participant who is eligible to share in matching contributions
                  for the Plan Year,  a matching  contribution  equal to 100% of
                  each such Participant's  Deferred  Compensation,  which amount
                  shall be deemed an Employer Elective Contribution.

                                    Except,  however,  in applying  the matching
                  percentage specified above, only salary reductions up to 4% of
                  payroll period Compensation shall be considered.

                                    Contributions  made to the Plan  pursuant to
                  this  Section  4.1(b) are  intended  to comply  with  Sections
                  4.5(a)  and  4.7(a)   pursuant  to  the  safe  harbor  methods
                  permitted by Code Sections 401(k)(12) and 401(m)(11). However,
                  if matching  contributions  are made to this Plan or any other
                  plan  maintained  by  the  Employer,  and  (i)  such  matching
                  contributions  are made with respect to Deferred  Compensation
                  or  voluntary  Employee  contributions  that in the  aggregate
                  exceed  6% of the  Employee's  Compensation,  (ii) the rate of
                  matching  contributions  increases  as the  rate  of  Deferred
                  Compensation or voluntary Employee contributions increases,

                                                        22

<PAGE>

                  (iii)  at any  rate  of  Deferred  Compensation  or  voluntary
                  Employee  contributions,  the rate of  matching  contributions
                  that  would  apply  with  respect  to any  Highly  Compensated
                  Employee is greater  than the rate of  matching  contributions
                  that would  apply with  respect  to a  Non-Highly  Compensated
                  Participant and who has the same rate of Deferred Compensation
                  or  voluntary  Employee  contributions,  (iv) for  Plan  Years
                  beginning after December 31, 1999, any discretionary  matching
                  contribution  made to this Plan and any other plan  maintained
                  by  the  Employer,   in  the  aggregate,   exceed  4%  of  the
                  Participant's  Compensation,  then such matching contributions
                  in  the  aggregate  must  satisfy  the  "Actual   Contribution
                  Percentage" tests of Section 4.7. In this regard, the Employer
                  may  elect  to   disregard,   with  respect  to  all  Eligible
                  Employees,  all  matching  contributions  with  respect  to  a
                  Participant's   Deferred   Compensation   up  to  6%  of  each
                  Participant's Compensation, or, for Plan Years beginning after
                  December 31,  1999,  matching  contributions  up to 4% of each
                  Participant's   Compensation.    In   applying   the   "Actual
                  Contribution   Percentage"  tests,   match   contributions  or
                  nonelective contributions made pursuant to this Section 4.1(b)
                  that satisfy the safe harbor methods permitted by Code Section
                  401(k)(12) may not be treated as matching  contributions under
                  Code Section 401(m)(3) .

                                    The  rules  that  apply  for   purposes   of
                  aggregating and disaggregating  cash or deferred  arrangements
                  and plans under Code Sections 401(k) and 401(m) also apply for
                  purposes of Code Sections 401(k)(12) and 401(m)(11).

                           (c)      Reserved.

                           (d)  On   behalf  of  each   Non-Highly   Compensated
                  Participant   who  is  eligible  to  share  in  the  Qualified
                  Non-Elective  Contribution  for the Plan Year, a discretionary
                  Qualified   Non-Elective   Contribution  equal  to  a  uniform
                  percentage  of each  eligible  individuals  Compensation,  the
                  exact  percentage,  if any, to be determined  each year by the
                  Employer.  Any Employer  Qualified  Non-Elective  Contribution
                  shall be deemed an Employer Elective Contribution.

                           (e)      A discretionary amount, which amount, if
                  any, shall be deemed an Employer Non-Elective Contribution.

                           (f)  Additionally,   to  the  extent  necessary,  the
                  Employer shall  contribute to the Plan the amount necessary to
                  provide the top heavy minimum contribution.  All contributions
                  by the Employer shall be made in cash.

4.2      PARTICIPANT'S SALARY REDUCTION ELECTION

                           (a)      Each Participant may elect to defer from 1%
                  to 15% of his Compensation which would have been received in
                  the Plan Year, but for the deferral election.  A deferral
                  election (or modification of an earlier election) may not be
                  made

                                                        23

<PAGE>

                  with respect to Compensation  which is currently  available on
                  or before the date the Participant executed such election. For
                  purposes of this Section,  Compensation shall be determined as
                  provided  in  Section  1.9(b)  prior  to any  reductions  made
                  pursuant  to Code  Sections  125,  402(e)(3),  402(h)(1)(B)  ,
                  403(b) or 457(b), and Employee contributions described in Code
                  Section 414(h)(2) that are treated as Employer contributions.

                                    The amount by which  Compensation is reduced
                  shall  be  that  Participant's  Deferred  Compensation  and be
                  treated as an Employer Elective  Contribution and allocated to
                  that Participant's Elective Account.

                           (b)  The  balance  in  each  Participant's   Elective
                  Account  shall be fully  Vested  at all times and shall not be
                  subject to Forfeiture for any reason.

                           (c)  Notwithstanding  anything  in  the  Plan  to the
                  contrary,  amounts held in the Participant's  Elective Account
                  may not be  distributable  (including  any  offset  of  loans)
                  earlier than:

                           (1)      a Participant's separation from service,
                           Total and Permanent Disability, or death;

                           (2)      a Participant's attainment of age 59 1/2;

                           (3)      the termination of the Plan without the
                           establishment or existence of a "successor plan," as
                           that term is described in Regulation
                           1.401(k)-1(d)(3);

                           (4) the date of  disposition  by the  Employer  to an
                           entity  that  is  not  an   Affiliated   Employer  of
                           substantially  all of the assets  (within the meaning
                           of  Code  Section  409(d)(2))  used  in  a  trade  or
                           business  of such  corporation  if  such  corporation
                           continues to maintain this Plan after the disposition
                           with   respect  to  a   Participant   who   continues
                           employment  with  the   corporation   acquiring  such
                           assets;

                           (5) the date of  disposition  by the  Employer  or an
                           Affiliated  Employer  who  maintains  the Plan of its
                           interest in a subsidiary  (within the meaning of Code
                           Section  409(d)(3))  to an  entity  which  is  not an
                           Affiliated  Employer  but  only  with  respect  to  a
                           Participant   who  continues   employment  with  such
                           subsidiary; or

                           (6)      the proven financial hardship of a
                           Participant, subject to the limitations of Section
                           6.11.


                                                        24

<PAGE>

                           (d) For each  Plan  Year,  a  Participant's  Deferred
                  Compensation  made  under  this  Plan  and  all  other  plans,
                  contracts or  arrangements  of the Employer  maintaining  this
                  Plan  shall  not  exceed,  during  any  taxable  year  of  the
                  Participant, the limitation imposed by Code Section 402(g), as
                  in effect  at the  beginning  of such  taxable  year.  If such
                  dollar limitation is exceeded, a Participant will be deemed to
                  have  notified the  Administrator  of such excess amount which
                  shall be  distributed  in a  manner  consistent  with  Section
                  4.2(f).  The  dollar  limitation  shall be  adjusted  annually
                  pursuant  to the method  provided  in Code  Section  415(d) in
                  accordance with Regulations.

                           (e)  In  the  event  a  Participant  has  received  a
                  hardship distribution from his Participant's  Elective Account
                  pursuant  to  Section   6.11(b)  or  pursuant  to   Regulation
                  1.401(k)-l(d)(2)(iv)(B)  from any other plan maintained by the
                  Employer,  then such  Participant  shall not be  permitted  to
                  elect to have Deferred Compensation contributed to the Plan on
                  his behalf for a period of twelve  (12) months  following  the
                  receipt   of  the   distribution.   Furthermore,   the  dollar
                  limitation  under Code Section  402(g) shall be reduced,  with
                  respect  to  the  Participant's  taxable  year  following  the
                  taxable year in which the hardship  distribution  was made, by
                  the amount of such  Participant's  Deferred  Compensation,  if
                  any,  pursuant to this Plan (and any other plan  maintained by
                  the   Employer)   for  the  taxable   year  of  the   hardship
                  distribution.

                           (f) If a Participant's  Deferred  Compensation  under
                  this Plan together with any elective  deferrals (as defined in
                  Regulation  1.402(g)-l(b))  under  another  qualified  cash or
                  deferred  arrangement (as defined in Code Section  401(k)),  a
                  simplified  employee  pension  (as  defined  in  Code  Section
                  408(k)), a salary reduction arrangement (within the meaning of
                  Code  Section  3121(a)(5)(D)),  a deferred  compensation  plan
                  under  Code  Section  457(b),  or a  trust  described  in Code
                  Section 501(c)(18)  cumulatively exceed the limitation imposed
                  by Code  Section  402(g) (as adjusted  annually in  accordance
                  with the method  provided in Code Section  415(d)  pursuant to
                  Regulations)   for  such   Participant's   taxable  year,  the
                  Participant may, not later than March 1 following the close of
                  the  Participant's  taxable year,  notify the Administrator in
                  writing  of  such  excess  and  request   that  his   Deferred
                  Compensation under this Plan be reduced by an amount specified
                  by the  Participant.  In such  event,  the  Administrator  may
                  direct the Trustee to  distribute  such excess amount (and any
                  Income allocable to such excess amount) to the Participant not
                  later  than the first  April 15th  following  the close of the
                  Participant's  taxable year. Any distribution of less than the
                  entire amount of Excess Deferred Compensation and Income shall
                  be  treated  as a pro rata  distribution  of  Excess  Deferred
                  Compensation  and  Income.  The amount  distributed  shall not
                  exceed the Participant's  Deferred Compensation under the Plan
                  for the taxable year (and any Income  allocable to such excess
                  amount).  Any  distribution  on or before  the last day of the
                  Participant's  taxable year must satisfy each of the following
                  conditions:

                                                        25

<PAGE>

                           (1)      the distribution must be made after the date
                           on which the Plan received the Excess Deferred
                           Compensation;

                           (2)      the Participant shall designate the
                           distribution as Excess Deferred Compensation; and

                           (3)      the Plan must designate the distribution as
                           a distribution of Excess Deferred Compensation.

                                    Any  distribution   made  pursuant  to  this
                  Section  4.2(f)  shall be made first from  unmatched  Deferred
                  Compensation and, thereafter, from Deferred Compensation which
                  is  matched.  Matching  contributions  which  relate  to  such
                  Deferred Compensation shall be forfeited.

                           (g)   Notwithstanding   Section   4.2(f)   above,   a
                  Participant's  Excess Deferred  Compensation shall be reduced,
                  but  not   below   zero,   by  any   distribution   of  Excess
                  Contributions  pursuant  to  Section  4.6(a) for the Plan Year
                  beginning with or within the taxable year of the Participant.

                           (h) At Normal  Retirement  Date,  or such  other date
                  when the  Participant  shall be entitled to receive  benefits,
                  the fair market value of the  Participant's  Elective  Account
                  shall  be  used  to  provide   additional   benefits   to  the
                  Participant or his Beneficiary.

                           (i) Employer Elective  Contributions made pursuant to
                  this  Section may be  segregated  into a separate  account for
                  each  Participant  in a  federally  insured  savings  account,
                  certificate   of  deposit  in  a  bank  or  savings  and  loan
                  association,  money market  certificate,  or other  short-term
                  debt security acceptable to the Trustee until such time as the
                  allocations pursuant to Section 4.4 have been made.

                           (j)  The   Employer  and  the   Administrator   shall
                  implement the salary reduction  elections  provided for herein
                  in accordance with the following:

                           (1)  A  Participant  must  make  his  initial  salary
                           deferral  election  within a reasonable  time, not to
                           exceed  thirty  (30) days,  after  entering  the Plan
                           pursuant to Section 3.2. If the Participant  fails to
                           make an initial salary deferral  election within such
                           time,  then such  Participant  may thereafter make an
                           election  in  accordance  with  the  rules  governing
                           modifications.  The  Participant  shall  make such an
                           election by entering into a written salary  reduction
                           agreement with the Employer and filing such agreement
                           with the Administrator. Such election shall initially
                           be effective  beginning with the pay period following
                           the acceptance of the salary  reduction  agreement by
                           the

                                                        26

<PAGE>

                           Administrator,  shall not have retroactive effect and
                           shall remain in force until revoked.

                           (2) A Participant  may modify a prior election at any
                           time during the Plan Year and concurrently make a new
                           election   by  filing  a  written   notice  with  the
                           Administrator within a reasonable time before the pay
                           period for which such

                                                        27

<PAGE>

                           modification is to be effective.  Any modification
                           shall not have retroactive effect and shall remain in
                           force until revoked.

                           (3) A Participant may elect to  prospectively  revoke
                           his salary reduction agreement in its entirety at any
                           time   during   the  Plan  Year  by   providing   the
                           Administrator with thirty (30) days written notice of
                           such  revocation  (or upon such shorter notice period
                           as may be  acceptable  to  the  Administrator).  Such
                           revocation shall become effective as of the beginning
                           of the  first  pay  period  coincident  with  or next
                           following  the   expiration  of  the  notice  period.
                           Furthermore,  the  termination  of the  Participant's
                           employment, or the cessation of participation for any
                           reason,   shall  be  deemed  to  revoke   any  salary
                           reduction   agreement   then  in  effect,   effective
                           immediately  following  the  close of the pay  period
                           within which such termination or cessation occurs.

                           (4) The Employer, at least 30 days, but not more than
                           90 days,  before the beginning of the Plan Year, will
                           provide each eligible Employee a comprehensive notice
                           of the provision for Employer matching  contributions
                           under Section  4.1(b) and the  Employee's  rights and
                           obligations  under  the  Plan,  written  in a  manner
                           calculated to be understood by the average  Employee.
                           If an Employee  becomes  eligible  after the 90th day
                           before  the  beginning  of the Plan Year and does not
                           receive the notice for that  reason,  the notice must
                           be provided no more than 90 days before the  Employee
                           becomes  eligible  but not  later  than  the date the
                           Employee becomes  eligible.  In addition to any other
                           election  periods  provided  under this  Section 4.2,
                           each  eligible  Employee  may make or modify a salary
                           reduction   election   during   the   30-day   period
                           immediately following receipt of the notice described
                           above.

4.3      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

                  The  Employer   shall   generally   pay  to  the  Trustee  its
contribution  to the Plan for each Plan Year within the time  prescribed by law,
including  extensions of time, for the filing of the Employer federal income tax
return for the Fiscal Year.

                  However,  Employer Elective Contributions  accumulated through
payroll deductions shall be paid to the Trustee as of the earliest date on which
such  contributions  can  reasonably  be  segregated  from the Employer  general
assets,  but in any event  within  ninety  (90) days from the date on which such
amounts  would  otherwise  have been  payable to the  Participant  in cash.  The
provisions of Department of Labor regulations 2510.3-102 are incorporated herein
by reference.  Furthermore,  any  additional  Employer  contributions  which are
allocable to the Participant's Elective Account for a Plan Year shall be paid to
the Plan no later than the twelve-month  period immediately  following the close
of such Plan Year.

                                                        28

<PAGE>

4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

                           (a) The Administrator shall establish and maintain an
                  account  in  the  name  of  each   Participant  to  which  the
                  Administrator  shall  credit as of each  Anniversary  Date all
                  amounts  allocated  to  each  such  Participant  as set  forth
                  herein.

                           (b) The Employer shall provide the Administrator with
                  all information required by the Administrator to make a proper
                  allocation of the Employer  contributions  for each Plan Year.
                  Within a  reasonable  period of time after the date of receipt
                  by the  Administrator of such  information,  the Administrator
                  shall allocate such contribution as follows:

                           (1)   With   respect   to   the   Employer   Elective
                           Contribution made pursuant to Section 4.1(a), to each
                           Participant's  Elective Account in an amount equal to
                           each such Participant's Deferred Compensation for the
                           year.

                           (2)   With   respect   to   the   Employer   Elective
                           Contribution made pursuant to Section 4.1(b), to each
                           Participant's  Elective  Account when used to satisfy
                           the "Actual Deferral Percentage" tests,  otherwise to
                           each Participant's Account.

                           (3)   With   respect   to   the   Employer   Elective
                           Contribution made pursuant to Section 4.1(c), to each
                           Participant's  Elective  Account when used to satisfy
                           the   "Actual   Deferral    Percentage"    tests   or
                           Participant's  Account  in  accordance  with  Section
                           4.1(c).

                           Any  Participant  actively  employed  during the Plan
                           Year  shall be  eligible  to  share  in the  matching
                           contribution for the Plan Year.

                           (4)   With   respect   to  the   Employer   Qualified
                           Non-Elective  Contribution  made  pursuant to Section
                           4.1(d), to each  Participant's  Elective Account when
                           used to  satisfy  the  "Actual  Deferral  Percentage"
                           tests or  Participant's  Account in  accordance  with
                           Section 4.1(d).

                           Any  Non-Highly   Compensated   Participant  actively
                           employed  during the Plan Year shall be  eligible  to
                           share in the Qualified Non-Elective  Contribution for
                           the Plan Year.

                           (5)  With  respect  to  the   Employer   Non-Elective
                           Contribution made on behalf of Participants  pursuant
                           to Section 4.1(e), to each  Participant's  Account in
                           the same  proportion  that  each  such  Participant's
                           Compensation   for  the  year   bears  to  the  total
                           Compensation of all Participants for such year.

                                                        29

<PAGE>

                           Only  Participants  who have  completed  a Period  of
                           Service   during  the  Plan  Year  and  are  actively
                           employed  on the last day of the Plan  Year  shall be
                           eligible to share in the  discretionary  contribution
                           for the year.

                           (c) As of each  Anniversary  Date any  amounts  which
                  became Forfeitures since the last Anniversary Date shall first
                  be made available to reinstate  previously  forfeited  account
                  balances of Former  Participants,  if any, in accordance  with
                  Section 6.4(i)(2). The remaining Forfeitures, if any, shall be
                  used to reduce the contribution of the Employer  hereunder for
                  the Plan Year in which such Forfeitures occur in the following
                  manner:

                           (1)  Forfeitures  attributable  to Employer  matching
                           contributions  made pursuant to Section  4.1(c) shall
                           be used to reduce the Employer  contribution  for the
                           Plan Year in which such Forfeitures occur.

                           (2)    Forfeitures     attributable    to    Employer
                           discretionary  contributions made pursuant to Section
                           4.1(e)   shall  be  used  to  reduce   the   Employer
                           contribution   for  the  Plan  Year  in  which   such
                           Forfeitures occur.

                           (d) For any Top Heavy  Plan Year,  Non-Key  Employees
                  not  otherwise   eligible  to  share  in  the   allocation  of
                  contributions  as provided  above,  shall  receive the minimum
                  allocation provided for in Section 4.4(g) if eligible pursuant
                  to the provisions of Section 4.4(i) .

                           (e) Notwithstanding  the foregoing,  Participants who
                  are not actively employed on the last day of the Plan Year due
                  to  Retirement  (Early,  Normal or Late),  Total and Permanent
                  Disability   or  death  shall  share  in  the   allocation  of
                  contributions for that Plan Year.

                           (f) As of each  Valuation  Date,  before the  current
                  valuation  period  allocation of Employer  contributions,  any
                  earnings or losses (net  appreciation or net  depreciation) of
                  the Trust Fund shall be allocated in the same  proportion that
                  each  Participant's  and  Former  Participant's  nonsegregated
                  accounts  bear to the total of all  Participants'  and  Former
                  Participants' nonsegregated accounts as of such date. Earnings
                  or losses with  respect to a  Participant's  Directed  Account
                  shall be allocated in accordance with Section 4.13.

                                    Participants' transfers from other qualified
                  plans and  voluntary  contributions  deposited  in the general
                  Trust  Fund  shall  share  in any  earnings  and  losses  (net
                  appreciation  or net  depreciation)  of the Trust  Fund in the
                  same manner provided above. Each segregated account maintained
                  on behalf of a  Participant  shall be credited or charged with
                  its separate earnings and losses.

                                                        30

<PAGE>

                           (g) Minimum  Allocations  Required for Top Heavy Plan
                  Years:  Notwithstanding the foregoing,  for any Top Heavy Plan
                  Year, the sum of the Employer  contributions  allocated to the
                  Participant's  Combined Account of each Non-Key Employee shall
                  be  equal  to at  least  three  percent  (3%) of such  Non-Key
                  Employee's "415  Compensation"  (reduced by contributions  and
                  forfeitures, if any, allocated to each Non-Key Employee in any
                  defined  contribution  plan  included  with  this  plan  in  a
                  Required  Aggregation  Group).  However, if (1) the sum of the
                  Employer contributions allocated to the Participant's Combined
                  Account of each Key  Employee  for such Top Heavy Plan Year is
                  less  than  three  percent  (3%) of each Key  Employee's  "415
                  Compensation" and (2) this Plan is not required to be included
                  in an  Aggregation  Group to enable a defined  benefit plan to
                  meet the  requirements  of Code Section  401(a)(4) or 410, the
                  sum   of  the   Employer   contributions   allocated   to  the
                  Participant's  Combined Account of each Non-Key Employee shall
                  be  equal  to  the  largest   percentage   allocated   to  the
                  Participant's  Combined Account of any Key Employee.  However,
                  in  determining  whether a Non-Key  Employee  has received the
                  required minimum allocation,  such Non-Key Employee's Deferred
                  Compensation and matching  contributions needed to satisfy the
                  "Actual Deferral  Percentage" tests pursuant to Section 4.5(a)
                  or the  "Actual  Contribution  Percentage"  tests  pursuant to
                  Section 4.7(a) shall not be taken into account.

                                    However, no such minimum allocation shall be
                  required   in  this  Plan  for  any   Non-Key   Employee   who
                  participates in another defined  contribution  plan subject to
                  Code  Section  412  included  with  this  Plan  in a  Required
                  Aggregation Group.

                           (h) For purposes of the minimum allocations set forth
                  above, the percentage allocated to the Participant's  Combined
                  Account of any Key Employee shall be equal to the ratio of the
                  sum of the Employer contributions  allocated on behalf of such
                  Key Employee  divided by the "415  Compensation"  for such Key
                  Employee.

                           (i)  For  any  Top  Heavy  Plan  Year,   the  minimum
                  allocations   set  forth  above  shall  be  allocated  to  the
                  Participant's  Combined  Account of all Non-Key  Employees who
                  are  Participants  and who are employed by the Employer on the
                  last day of the Plan Year,  including  Non-Key  Employees  who
                  have (1)  failed  to  complete  a Period of  Service;  and (2)
                  declined to make mandatory  contributions (if required) or, in
                  the  case  of  a  cash  or  deferred   arrangement,   elective
                  contributions to the Plan.

                           (j)  For  the   purposes   of  this   Section,   "415
                  Compensation" shall be limited to $150,000.  Such amount shall
                  be adjusted for  increases in the cost of living in accordance
                  with Code Section 401(a)(17),  except that the dollar increase
                  in effect on January 1 of any calendar year shall be effective
                  for the Plan Year beginning with or within such calendar year.
                  For any short Plan Year the "415 Compensation" limit

                                                        31

<PAGE>

                  shall be an amount equal to the "415  Compensation"  limit for
                  the calendar year in which the Plan Year begins  multiplied by
                  the ratio  obtained by  dividing  the number of full months in
                  the short Plan Year by twelve (12).

                           (k) Notwithstanding  anything herein to the contrary,
                  Participants  who terminated  employment for any reason during
                  the  Plan   Year   shall   share  in  the   salary   reduction
                  contributions made by the Employer for the year of termination
                  without regard to the Hours of Service credited.

                           (l) If a Former  Participant is reemployed after five
                  (5)  consecutive  1-Year  Breaks  in  Service,  then  separate
                  accounts shall be maintained as follows:

                           (1)      one account for nonforfeitable benefits
                           attributable to pre-break service; and

                           (2)      one account representing his status in the
                           Plan attributable to post-break service.

4.5      ACTUAL DEFERRAL PERCENTAGE TESTS

                           (a)  Maximum  Annual  Allocation:  Except as  limited
                  under  Section  4.5(h),  for each  Plan Year  beginning  after
                  December 31, 1996, the annual allocation derived from Employer
                  Elective  Contributions to a Highly Compensated  Participant's
                  Elective Account shall satisfy one of the following tests:

                           (1) The "Actual  Deferral  Percentage" for the Highly
                           Compensated  Participant group shall not be more than
                           the "Actual  Deferral  Percentage"  of the Non-Highly
                           Compensated Participant group (for the preceding Plan
                           Year if the  prior  year  testing  method  is used to
                           calculate the "Actual  Deferral  Percentage"  for the
                           Non-Highly Compensated  Participant group) multiplied
                           by 1.25, or

                           (2) The excess of the  "Actual  Deferral  Percentage"
                           for the Highly Compensated Participant group over the
                           "Actual  Deferral   Percentage"  for  the  Non-Highly
                           Compensated Participant group (for the preceding Plan
                           Year if the  prior  year  testing  method  is used to
                           calculate the "Actual  Deferral  Percentage"  for the
                           Non-Highly  Compensated  Participant group) shall not
                           be more than two percentage points. Additionally, the
                           "Actual   Deferral   Percentage,   for   the   Highly
                           Compensated  Participant  group  shall not exceed the
                           "Actual  Deferral   Percentage"  for  the  Non-Highly
                           Compensated Participant group (for the preceding Plan
                           Year if the  prior  year  testing  method  is used to
                           calculate the "Actual  Deferral  Percentage"  for the
                           Non-Highly Compensated  Participant group) multiplied
                           by 2. The provisions of Code

                                                        32

<PAGE>

                           Section  401(k)(3) and Regulation  1.401(k)-l(b)  are
                           incorporated herein by reference.

                           However,  in order to prevent the multiple use of the
                           alternative method described in (2) above and in Code
                           Section   401(m)(9)(A),    any   Highly   Compensated
                           Participant   eligible  to  make  elective  deferrals
                           pursuant  to  Section   4.2  and  to  make   Employee
                           contributions  or to receive  matching  contributions
                           under this Plan or under any other plan maintained by
                           the Employer or an Affiliated  Employer  shall have a
                           combination   of  his  Elective   Contributions   and
                           Employer  matching  contributions  and  his  Employee
                           contributions  reduced pursuant to Section 4.6(a) and
                           Regulation  1.401(m)-2,  the  provisions of which are
                           incorporated herein by reference.

                           (b) For the purposes of this Section "Actual Deferral
                  Percentage"  means,  with  respect to the  Highly  Compensated
                  Participant group and Non-Highly Compensated Participant group
                  for a  Plan  Year,  the  average  of  the  ratios,  calculated
                  separately for each  Participant in such group,  of the amount
                  of  Employer   Elective   Contributions   allocated   to  each
                  Participant's  Elective  Account  for such Plan Year,  to such
                  Participant's  "414(s)  Compensation"  for such Plan Year. The
                  actual  deferral  ratio for each  Participant  and the "Actual
                  Deferral Percentage" for each group shall be calculated to the
                  nearest  one-hundredth  of  one  percent.   Employer  Elective
                  Contributions   allocated  to  each   Non-Highly   Compensated
                  Participant's  Elective  Account  shall be  reduced  by Excess
                  Deferred  Compensation  to the extent such excess  amounts are
                  made  under  this Plan or any  other  plan  maintained  by the
                  Employer  and by any  matching  contributions  which relate to
                  such Excess Deferred Compensation.

                                    Notwithstanding the above, if the prior year
                  test  method  is  used  to  calculate  the  "Actual   Deferral
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the first Plan Year of this amendment and restatement, the
                  "Actual  Deferral  Percentage" for the Non-Highly  Compensated
                  Participant  group  for  the  preceding  Plan  Year  shall  be
                  calculated  pursuant  to the  provisions  of the Plan  then in
                  effect.

                           (c) For the  purposes of  Sections  4.5(a) and 4.6, a
                  Highly  Compensated  Participant and a Non-Highly  Compensated
                  Participant  shall  include  any  Employee  eligible to make a
                  deferral election pursuant to Section 4.2, whether or not such
                  deferral  election was made or  suspended  pursuant to Section
                  4.2.

                                    Notwithstanding the above, if the prior year
                  testing  method  is used to  calculate  the  "Actual  Deferral
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the first Plan Year of this amendment and restatement, for
                  purposes of Section  4.5(a) and 4.6, a Non-Highly  Compensated
                  Participant shall

                                                        33

<PAGE>

                  include  any  such  Employee   eligible  to  make  a  deferral
                  election,  whether or not such  deferral  election was made or
                  suspended,  pursuant to the  provisions  of the Plan in effect
                  for the preceding Plan Year.

                           (d) If the Plan uses the prior year  testing  method,
                  the   "Actual   Deferral   Percentage"   for  the   Non-Highly
                  Compensated  Participant group is determined without regard to
                  changes in the group of  Non-Highly  Compensated  Participants
                  who are eligible under the Plan in the testing year.  However,
                  if the Plan results from, or is otherwise affected by, a "Plan
                  Coverage  Change"  that becomes  effective  during the testing
                  year, then the "Actual Deferral Percentage" for the Non-Highly
                  Compensated  Participant  group  for  the  prior  year  is the
                  "Weighted  Average Of The Actual Deferral  Percentages For The
                  Prior Year  Subgroups."  Notwithstanding  the above, if ninety
                  (90)  percent  or  more  of the  total  number  of  Non-Highly
                  Compensated  Participants  from all "Prior Year Subgroups" are
                  from a single "Prior Year  Subgroup,"  then in determining the
                  "Actual  Deferral  Percentage" for the Non-Highly  Compensated
                  Participants for the prior year, the Employer may elect to use
                  the "Actual  Deferral  Percentage" for Non-Highly  Compensated
                  Participants for the prior year under which that single "Prior
                  Year  Subgroup"  was  eligible,  in lieu of using the weighted
                  averages.   For  purposes  of  this   Section  the   following
                  definitions shall apply:

                           (1)  "Plan  Coverage  Change"  means a change  in the
                           group or groups of eligible  Participants  on account
                           of (i) the establishment or amendment of a plan, (ii)
                           a plan merger,  consolidation,  or spinoff under Code
                           Section  414(l),  (iii) a  change  in the  way  plans
                           within  the  meaning  of  Code  Section   414(l)  are
                           combined or  separated  for  purposes  of  Regulation
                           1.401(k)-l(g)(11),  or (iv) a  combination  of any of
                           the foregoing.

                           (2)  "Prior  Year  Subgroup"   means  all  Non-Highly
                           Compensated  Participants  for the prior year who, in
                           the prior year,  were eligible  Participants  under a
                           specific Code Section  401(k) plan  maintained by the
                           Employer   and   who   would   have   been   eligible
                           Participants  in the prior year under the plan tested
                           if the plan coverage  change had first been effective
                           as of the  first  day of the prior  year  instead  of
                           first being effective during the testing year.

                           (3)   "Weighted   Average  Of  The  Actual   Deferral
                           Percentages For The Prior Year  Subgroups"  means the
                           sum, for all prior year  subgroups,  of the "Adjusted
                           Actual Deferral Percentages."

                           (4)  "Adjusted   Actual  Deferral   Percentage"  with
                           respect  to a prior  year  subgroup  means the Actual
                           Deferral   Percentage  for   Non-Highly   Compensated
                           Participants  for the prior year of the specific plan
                           under  which the  members of the prior year  subgroup
                           were eligible Participants, multiplied

                                                        34

<PAGE>

                           by a fraction,  the  numerator of which is the number
                           of Non-Highly  Compensated  Participants in the prior
                           year  subgroup  and the  denominator  of which is the
                           total number of Non-Highly  Compensated  Participants
                           in all prior year subgroups.

                           (e)  For  the  purposes  of  this  Section  and  Code
                  Sections  401(a)(4),  410(b) and 401(k),  if two or more plans
                  which include cash or deferred arrangements are considered one
                  plan for the  purposes  of Code  Section  401(a)(4)  or 410(b)
                  (other  than  Code  Section  410(b)(2)(A)(ii)),  the  cash  or
                  deferred  arrangements included in such plans shall be treated
                  as one arrangement.  In addition, two or more cash or deferred
                  arrangements  may be  considered as a single  arrangement  for
                  purposes  of  determining  whether  or not  such  arrangements
                  satisfy Code Sections 401(a)(4),  410(b) and 401(k). In such a
                  case, the cash or deferred arrangements included in such plans
                  and the plans including such arrangements  shall be treated as
                  one  arrangement  and as one plan for purposes of this Section
                  and Code Sections 401(a)(4), 410(b) and 401(k). Any adjustment
                  to the  Non-Highly  Compensated  Participant  actual  deferral
                  ratio  for the prior  year  shall be made in  accordance  with
                  Internal  Revenue  Service  Notice  98-1  and any  superseding
                  guidance.  Plans may be  aggregated  under this  paragraph (e)
                  only if they  have the same  plan  year.  Notwithstanding  the
                  above,  for Plan Years  beginning  after December 31, 1996, if
                  two or more plans which include cash or deferred  arrangements
                  are permissively  aggregated  under Regulation  1.410(b)-7(d),
                  all plans permissively  aggregated must use either the current
                  year testing  method or the prior year testing  method for the
                  testing year.

                                    Notwithstanding the above, an employee stock
                  ownership plan described in Code Section 4975(e)(7) or 409 may
                  not be combined  with this Plan for  purposes  of  determining
                  whether  the  employee  stock  ownership  plan  or  this  Plan
                  satisfies this Section and Code Sections 401(a)(4), 410(b) and
                  401(k) .

                           (f) For the  purposes  of this  Section,  if a Highly
                  Compensated  Participant  is a  Participant  under two or more
                  cash or deferred  arrangements  (other than a cash or deferred
                  arrangement  which is part of an employee stock ownership plan
                  as defined in Code Section  4975(e)(7) or 409) of the Employer
                  or  an  Affiliated   Employer,   all  such  cash  or  deferred
                  arrangements   shall  be  treated  as  one  cash  or  deferred
                  arrangement for the purpose of determining the actual deferral
                  ratio with  respect to such  Highly  Compensated  Participant.
                  However,  if the cash or deferred  arrangements have different
                  plan years,  this  paragraph  shall be applied by treating all
                  cash or deferred  arrangements  ending with or within the same
                  calendar year as a single arrangement.

                           (g) For the purpose of this Section, when calculating
                  the   "Actual   Deferral   Percentage"   for  the   Non-Highly
                  Compensated  Participant  group, the prior year testing method
                  shall be used. Any change from the current year testing method
                  to the prior

                                                        35

<PAGE>

                  year testing method shall be made pursuant to Internal Revenue
                  Service Notice 98-1,  Section VII (or  superseding  guidance),
                  the provisions of which are incorporated herein by reference.

                           (h) Contributions made pursuant to Section 4.1(b) are
                  intended  to comply  with this  Section  4.5  pursuant  to the
                  alternative  methods  permitted  by Code  Section  401(k)(12).
                  Therefore,  for  Plan  Years in which  the Plan  satisfies  an
                  alternative   method  under  Code  Section   401(k)(12),   the
                  limitations  and  requirements  imposed under Sections  4.5(a)
                  through (g) shall be inapplicable.

4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

                  In  the  event  (or if it is  anticipated)  that  the  initial
allocations of the Employer Elective  Contributions made pursuant to Section 4.4
do (or might) not satisfy one of the tests set forth in Section  4.5(a) for Plan
Years beginning after December 31, 1996, the  Administrator  shall adjust Excess
Contributions pursuant to the options set forth below:

                           (a) on or before the fifteenth day of the third month
                  following  the end of each Plan Year,  the Highly  Compensated
                  Participant    having   the   largest   amount   of   Elective
                  Contributions   shall   have  a   portion   of  his   Elective
                  Contributions  distributed  to him until  the total  amount of
                  Excess  Contributions has been distributed or until the amount
                  of   his   Elective    Contributions   equals   the   Elective
                  Contributions of the Highly Compensated Participant having the
                  second largest amount of Elective Contributions.  This process
                  shall continue until the total amount of Excess  Contributions
                  has been  distributed.  In  determining  the  amount of Excess
                  Contributions  to be  distributed  with respect to an affected
                  Highly  Compensated  Participant  as determined  herein,  such
                  amount  shall be reduced  pursuant  to  Section  4.2(f) by any
                  Excess Deferred  Compensation  previously  distributed to such
                  affected Highly  Compensated  Participant for his taxable year
                  ending  with or  within  such  Plan  Year  and  any  forfeited
                  matching  contributions  which relate to such Excess  Deferred
                  Compensation.

                           (1)      With respect to the distribution of Excess
                           Contributions pursuant to (a) above, such
                           distribution:

                                    (i)     may be postponed but not later than
                                    the close of the Plan Year following the
                                    Plan Year to which they are allocable;

                                    (ii)  shall  be made  first  from  unmatched
                                    Deferred   Compensation   and,   thereafter,
                                    proportionately  from Deferred  Compensation
                                    which is matched and matching  contributions
                                    which relate to such Deferred  Compensation,
                                    if used in the "Actual Deferral  Percentage"
                                    tests pursuant to Section 4.5;

                                                        36

<PAGE>

                                    (iii)   shall be adjusted for Income; and

                                    (iv)    shall be designated by the Employer
                                    as a distribution of Excess Contributions
                                    (and Income).


                           (2) Any  distribution  of less than the entire amount
                           of Excess  Contributions  shall be  treated  as a pro
                           rata distribution of Excess Contributions and Income.

                           (3)  Matching  contributions  which  relate to Excess
                           Contributions  shall be forfeited  unless the related
                           matching  contribution  is  distributed  as an Excess
                           Contribution  pursuant  to (1)  above or as an Excess
                           Aggregate Contribution pursuant to Section 4.8.

                           (b) Within  twelve (12)  months  after the end of the
                  Plan  Year,   the  Employer  may  make  a  special   Qualified
                  Non-Elective  Contribution  on  behalf of  certain  Non-Highly
                  Compensated  Participants  in an amount  sufficient to satisfy
                  (or to prevent an anticipated failure of) one of the tests set
                  forth in Section 4.5(a).  Such contribution shall be allocated
                  to the  Participant's  Elective  Account  of the  Non-  Highly
                  Compensated Participant having the lowest Compensation,  until
                  one of the tests set forth in Section 4.5(a) is satisfied,  or
                  until such Non-Highly Compensated Participant has received his
                  maximum "annual  addition"  pursuant to Section 4.9(a). If one
                  of the  tests  set  forth  in  Section  4.5(a)  has  not  been
                  satisfied,  the Non-Highly Compensated  Participant having the
                  second lowest Compensation shall receive the special Qualified
                  Non-Elective  Contribution until one of the tests set forth in
                  Section  4.5(a)  is  satisfied,   or  until  such   Non-Highly
                  Compensated  Participant  has  received  his  maximum  "annual
                  addition"  pursuant  to Section  4.9(a).  This  process  shall
                  continue  until one of the tests set forth in  Section  4.5(a)
                  has been satisfied.

                                    However, if the prior year testing method is
                  used, the special Qualified Non-Elective Contribution shall be
                  allocated in the prior Plan Year to the Participant's Elective
                  Account on behalf of the  Non-Highly  Compensated  Participant
                  who was  employed by the Employer on the last day of the prior
                  Plan Year  having the lowest  Compensation  for the prior Plan
                  Year,  until one of the tests set forth in  Section  4.5(a) is
                  satisfied,  or until such Non-Highly  Compensated  Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a).  If one of the tests set forth in  Section  4.5(a) has
                  not been  satisfied,  the Non-Highly  Compensated  Participant
                  having the second lowest  Compensation for the prior Plan Year
                  shall receive the special Qualified Non-Elective  Contribution
                  until  one of  the  tests  set  forth  in  Section  4.5(a)  is
                  satisfied,  or until such Non-Highly  Compensated  Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a). This process shall continue until one of the tests set
                  forth in Section 4.5(a) has been satisfied.

                                                        37

<PAGE>

                  Such  contribution  shall be made by the Employer prior to the
                  end of the current Plan Year.

                                    Notwithstanding  the  above,  for Plan Years
                  beginning  after  December  31,  1998,  if the testing  method
                  changes from the current year testing method to the prior year
                  testing  method,  then for purposes of  preventing  the double
                  counting of Qualified Non-Elective Contributions for the first
                  testing  year for which the change is  effective  any  special
                  Qualified  Non-Elective  Contribution  on behalf of Non-Highly
                  Compensated  Participants used to satisfy the "Actual Deferral
                  Percentage" or "Actual Contribution Percentage" test under the
                  current  year  testing  method for the prior year testing year
                  shall be disregarded.

                           (c) If  during a Plan  Year the  projected  aggregate
                  amount of Elective Contributions to be allocated to all Highly
                  Compensated  Participants  under this Plan would, by virtue of
                  the tests set forth in Section 4.5(a),  cause the Plan to fail
                  such tests, then the  Administrator  may automatically  reduce
                  proportionately  or in the order  provided  in Section  4.6(a)
                  each  affected  Highly  Compensated   Participant's   deferral
                  election made  pursuant to Section 4.2 by an amount  necessary
                  to satisfy one of the tests set forth in Section 4.5(a).

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS

                           (a)  Except as  limited  under  Section  4.6(i),  the
                  "Actual  Contribution  Percentage"  for Plan  Years  beginning
                  after December 31, 1996 for the Highly Compensated Participant
                  group shall not exceed the greater of:

                           (1) 125 percent of such percentage for the Non-Highly
                           Compensated Participant group (for the preceding Plan
                           Year if the  prior  year  testing  method  is used to
                           calculate the "Actual  Contribution  Percentage"  for
                           the Non-Highly Compensated Participant group); or

                           (2) the lesser of 200 percent of such  percentage for
                           the Non-Highly Compensated Participant group (for the
                           preceding  Plan Year if the prior year testing method
                           is  used  to  calculate   the  "Actual   Contribution
                           Percentage"    for   the    Non-Highly    Compensated
                           Participant   group),  or  such  percentage  for  the
                           Non-Highly  Compensated  Participant  group  (for the
                           preceding  Plan Year if the prior year testing method
                           is  used  to  calculate   the  "Actual   Contribution
                           Percentage"    for   the    Non-Highly    Compensated
                           Participant group) plus 2 percentage points. However,
                           to prevent the multiple use of the alternative method
                           described   in  this   paragraph   and  Code  Section
                           401(m)(9)(A),   any  Highly  Compensated  Participant
                           eligible  to  make  elective  deferrals  pursuant  to
                           Section 4.2 or any other cash or deferred arrangement
                           maintained by the Employer or an Affiliated  Employer
                           and to make Employee contributions or

                                                        38

<PAGE>

                           to receive matching  contributions under this Plan or
                           under  any  plan  maintained  by the  Employer  or an
                           Affiliated  Employer  shall have a combination of his
                           Elective    Contributions   and   Employer   matching
                           contributions and his Employee  contributions reduced
                           pursuant to Regulation 1.401(m)-2 and Section 4.8(a).
                           The provisions of Code Section 401(m) and Regulations
                           1.401(m)-l(b) and 1.401(m)-2 are incorporated  herein
                           by reference.

                           (b) For the purposes of this Section and Section 4.8,
                  "Actual  Contribution  Percentage" for a Plan Year means, with
                  respect  to  the  Highly  Compensated  Participant  group  and
                  Non-Highly  Compensated  Participant  group (for the preceding
                  Plan  Year  if the  prior  year  testing  method  is  used  to
                  calculate  the  "Actual   Contribution   Percentage"  for  the
                  Non-Highly Compensated  Participant group), the average of the
                  ratios  (calculated  separately  for each  Participant in each
                  group rounded to the nearest one-hundredth of one percent) of:

                           (1) the sum of Employer matching  contributions  made
                           pursuant  to  Section  4.1(b)  (to  the  extent  such
                           matching  contributions  are not used to satisfy  the
                           safe  harbor  methods   permitted  by  Code  Sections
                           401(k)(12)  and  401(m)(11)  and  Employer   matching
                           contributions made pursuant to Section 4.1(c) (to the
                           extent such  matching  contributions  are not used to
                           satisfy the "Actual  Deferral  Percentage"  tests) on
                           behalf of each such  Participant  for such Plan Year;
                           to

                           (2)      the Participant's "414(s) Compensation" for
                           such Plan Year.

                                    Notwithstanding the above, if the prior year
                  testing  method is used to calculate the "Actual  Contribution
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the first Plan Year of this amendment and restatement, for
                  purposes  of  Section   4.7(a),   the   "Actual   Contribution
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the preceding  Plan Year shall be  determined  pursuant to
                  the provisions of the Plan then in effect.

                           (c)  For   purposes   of   determining   the  "Actual
                  Contribution Percentage", only Employer matching contributions
                  contributed  to the Plan  prior  to the end of the  succeeding
                  Plan Year shall be considered.  In addition, the Administrator
                  may elect to take into  account,  with  respect  to  Employees
                  eligible to have Employer matching  contributions  pursuant to
                  Section 4.1(b) (to the extent such matching  contributions are
                  not used to satisfy the safe harbor methods  permitted by Code
                  Sections   401(k)(12)  and   401(m)(11),   Employer   matching
                  contributions  pursuant to Section  4.1(c) (to the extent such
                  matching  contributions  are not used to satisfy  the  "Actual
                  Deferral  Percentage"  tests)  allocated  to  their  accounts,
                  nonelective   contributions  (as  described  in  Code  Section
                  401(k)(12)(C)) (to the extent such nonelective

                                                        39

<PAGE>

                  contributions  are not used to satisfy the safe harbor methods
                  permitted by Code  Section  401(k)(12)  and 401(m)),  elective
                  deferrals  (as  defined  in  Regulation   1.402(g)-l(b))   and
                  qualified  non-elective  contributions  (as  defined  in  Code
                  Section  401(m)(4)(C))  contributed to any plan  maintained by
                  the  Employer.   Such  Nonelective   Contributions,   elective
                  deferrals and qualified  non-elective  contributions  shall be
                  treated  as  Employer   matching   contributions   subject  to
                  Regulation  1.401(m)- l(b)(5) which is incorporated  herein by
                  reference. However, the Plan Year must be the same as the plan
                  year of the  plan to  which  the  elective  deferrals  and the
                  qualified non-elective contributions are made.

                           (d) For  purposes of this  Section and Code  Sections
                  401(a)(4),  410(b)  and  401(m),  if two or more  plans of the
                  Employer   to   which   matching    contributions,    Employee
                  contributions,  or both,  are made are treated as one plan for
                  purposes of Code Sections  401(a)(4) or 410(b) (other than the
                  average  benefits  test under Code Section  410(b)(2)(A)(ii)),
                  such plans shall be treated as one plan.  In addition,  two or
                  more plans of the  Employer to which  matching  contributions,
                  Employee contributions, or both, are made may be considered as
                  a single plan for purposes of determining  whether or not such
                  plans satisfy Code Sections  401(a)(4),  410(b) and 401(m). In
                  such a case,  the  aggregated  plans must satisfy this Section
                  and Code Sections 401(a)(4),  410(b) and 401(m) as though such
                  aggregated  plans were a single plan.  Any  adjustment  to the
                  Non-Highly  Compensated  Participant actual contribution ratio
                  for the prior year shall be made in  accordance  with Internal
                  Revenue  Service  Notice  98-1 and any  superseding  guidance.
                  Plans may be aggregated  under this paragraph (e) only if they
                  have the same plan year.  Notwithstanding  the above, for Plan
                  Years  beginning after December 31, 1996, if two or more plans
                  which include cash or deferred  arrangements  are permissively
                  aggregated   under   Regulation   1.410(b)-7(d),   all   plans
                  permissively  aggregated  must use  either  the  current  year
                  testing  method  or the  prior  year  testing  method  for the
                  testing year.

                                    Notwithstanding the above, an employee stock
                  ownership plan described in Code Section 4975(e)(7) or 409 may
                  not be aggregated  with this Plan for purposes of  determining
                  whether  the  employee  stock  ownership  plan  or  this  Plan
                  satisfies this Section and Code Sections 401(a)(4), 410(b) and
                  401(m).

                           (e)  If  a  Highly   Compensated   Participant  is  a
                  Participant  under two or more plans  (other  than an employee
                  stock ownership plan as defined in Code Section  4975(e)(7) or
                  409) which are  maintained  by the  Employer or an  Affiliated
                  Employer   to   which   matching    contributions,    Employee
                  contributions,  or both, are made, all such  contributions  on
                  behalf  of  such  Highly  Compensated   Participant  shall  be
                  aggregated for purposes of determining such Highly Compensated
                  Participant's actual contribution ratio. However, if the plans
                  have different plan years, this paragraph

                                                        40

<PAGE>

                  shall be applied by treating  all plans  ending with or within
                  the same calendar year as a single plan.

                           (f) For purposes of Sections 4.7(a) and 4.8, a Highly
                  Compensated Participant and Non-Highly Compensated Participant
                  shall include any Employee  eligible to have Employer matching
                  contributions  (whether or not a deferral election was made or
                  suspended) allocated to his account for the Plan Year.

                           Notwithstanding  the above, if the prior year testing
                  method  is  used  to   calculate   the  "Actual   Contribution
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the first Plan Year of this amendment and restatement, for
                  the  purposes  of Section  4.7(a),  a  Non-Highly  Compensated
                  Participant  shall include any such Employee  eligible to have
                  Employer  matching  contributions  (whether  or not a deferral
                  election was made or  suspended)  allocated to his account for
                  the preceding Plan Year pursuant to the provisions of the Plan
                  then in effect.

                           (g) If the Plan uses the prior year  testing  method,
                  the  "Actual  Contribution   Percentage"  for  the  Non-Highly
                  Compensated  Participant group is determined without regard to
                  changes in the group of  Non-Highly  Compensated  Participants
                  who are eligible under the Plan in the testing year.  However,
                  if the Plan results from, or is otherwise affected by, a "Plan
                  Coverage  Change"  that becomes  effective  during the testing
                  year,  then  the  "Actual  Contribution  Percentage"  for  the
                  Non-Highly Compensated Participant group for the prior year is
                  the "Weighted Average Of The Actual  Contribution  Percentages
                  For The Prior Year Subgroups."  Notwithstanding  the above, if
                  ninety (90) percent or more of the total number of  Non-Highly
                  Compensated  Participants  from all "Prior Year Subgroups" are
                  from a single "Prior Year  Subgroup,"  then in determining the
                  "Actual   Contribution    Percentage"   for   the   Non-Highly
                  Compensated  Participants for the prior year, the Employer may
                  elect  to  use  the  "Actual   Contribution   Percentage"  for
                  Non-Highly  Compensated  Participants for the prior year under
                  which that single "Prior Year Subgroup" was eligible,  in lieu
                  of using the weighted  averages.  For purposes of this Section
                  the following definitions shall apply:

                           (1)  "Plan  Coverage  Change"  means a change  in the
                           group or groups of eligible  Participants  on account
                           of (i) the establishment or amendment of a plan, (ii)
                           a plan merger,  consolidation,  or spinoff under Code
                           Section  414(l),  (iii) a  change  in the  way  plans
                           within  the  meaning  of  Code  Section   414(l)  are
                           combined or  separated  for  purposes  of  Regulation
                           1.401(k)-l(g)(11),  or (iv) a  combination  of any of
                           the foregoing.

                           (2)  "Prior  Year  Subgroup"   means  all  Non-Highly
                           Compensated  Participants  for the prior year who, in
                           the prior year,  were eligible  Participants  under a
                           specific Code Section 401(m) plan maintained by the

                                                        41

<PAGE>

                           Employer   and   who   would   have   been   eligible
                           Participants  in the prior year under the plan tested
                           if the plan coverage  change had first been effective
                           as of the  first  day of the prior  year  instead  of
                           first being effective during the testing year.

                           (3)  "Weighted  Average  Of The  Actual  Contribution
                           Percentages For The Prior Year  Subgroups"  means the
                           sum, for all prior year  subgroups,  of the "Adjusted
                           Actual Contribution Percentages."

                           (4) "Adjusted  Actual  Contribution  Percentage" with
                           respect  to a prior  year  subgroup  means the Actual
                           Contribution  Percentage for  Non-Highly  Compensated
                           Participants  for the prior year of the specific plan
                           under  which the  members of the prior year  subgroup
                           were eligible Participants, multiplied by a fraction,
                           the  numerator  of which is the number of  Non-Highly
                           Compensated  Participants  in the prior year subgroup
                           and the  denominator  of which is the total number of
                           Non-Highly Compensated Participants in all prior year
                           subgroups.

                           (h) For the purpose of this Section, when calculating
                  the  "Actual  Contribution   Percentage"  for  the  Non-Highly
                  Compensated  Participant  group, the prior year testing method
                  shall be used. Any change from the current year testing method
                  to the prior year  testing  method  shall be made  pursuant to
                  Internal   Revenue  Service  Notice  98-1,   Section  VII  (or
                  superseding   guidance),   the   provisions   of   which   are
                  incorporated herein by reference.

                           (i) Contributions made pursuant to Section 4.1(b) are
                  intended  to comply  with this  Section  4.7  pursuant  to the
                  alternative  methods  permitted  by Code  Section  401(m)(11).
                  Therefore,  for  Plan  Years in which  the Plan  satisfies  an
                  alternative   method  under  Code  Section   401(m)(11),   the
                  limitations  and  requirements  imposed under Sections  4.7(a)
                  through (h) shall be inapplicable.

4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                           (a) In the event (or if it is anticipated)  that, for
                  Plan Years  beginning  after  December 31,  1996,  the "Actual
                  Contribution    Percentage"   for   the   Highly   Compensated
                  Participant  group  exceeds  (or  might  exceed)  the  "Actual
                  Contribution   Percentage"  for  the  Non-Highly   Compensated
                  Participant   group   pursuant   to   Section   4.7(a),    the
                  Administrator  (on or before  the  fifteenth  day of the third
                  month  following  the end of the  Plan  Year,  but in no event
                  later than the close of the following  Plan Year) shall direct
                  the   Trustee  to   distribute   to  the  Highly   Compensated
                  Participant   having  the  largest  amount  of   contributions
                  determined pursuant to Section 4.7(b)(2),  his portion of such
                  contributions  (and Income  allocable  to such  contributions)
                  until the total amount of Excess Aggregate  Contributions  has
                  been distributed, or until his

                                                        42

<PAGE>

                  remaining amount equals the amount of contributions determined
                  pursuant  to  Section  4.7(b)(2)  of  the  Highly  Compensated
                  Participant having the second largest amount of contributions.
                  This process shall  continue  until the total amount of Excess
                  Aggregate Contributions has been distributed. The distribution
                  of Excess Aggregate  Contributions shall be made from Employer
                  matching contributions.

                           (b) Any  distribution  of less than the entire amount
                  of  Excess  Aggregate  Contributions  (and  Income)  shall  be
                  treated  as  a  pro  rata  distribution  of  Excess  Aggregate
                  Contributions  and Income.  Distribution  of Excess  Aggregate
                  Contributions  shall  be  designated  by  the  Employer  as  a
                  distribution of Excess Aggregate Contributions (and Income).

                           (c) Excess Aggregate  Contributions  shall be treated
                  as Employer  contributions  for purposes of Code  Sections 404
                  and 415 even if distributed from the Plan.

                           (d)  The   determination  of  the  amount  of  Excess
                  Aggregate Contributions with respect to any Plan Year shall be
                  made after first determining the Excess Contributions, if any,
                  to be  treated  as  voluntary  Employee  contributions  due to
                  recharacterization  for the plan year of any  other  qualified
                  cash or  deferred  arrangement  (as  defined  in Code  Section
                  401(k))  maintained  by the Employer  that ends with or within
                  the Plan Year.

                           (e) If  during a Plan  Year the  projected  aggregate
                  amount of Employer  matching  contributions to be allocated to
                  all Highly Compensated  Participants under this Plan would, by
                  virtue of the tests set  forth in  Section  4.7(a),  cause the
                  Plan  to  fail  such  tests,   then  the   Administrator   may
                  automatically reduce  proportionately or in the order provided
                  in   Section   4.8(a)   each   affected   Highly   Compensated
                  Participant's  projected  share  of such  contributions  by an
                  amount  necessary  to  satisfy  one of the  tests set forth in
                  Section 4.7(a).

                           (f)  Notwithstanding  the above,  within  twelve (12)
                  months after the end of the Plan Year, the Employer may make a
                  special  Qualified  Non-Elective  Contribution  on  behalf  of
                  certain  Non-Highly  Compensated  Participants  in  an  amount
                  sufficient  to satisfy (or to prevent an  anticipated  failure
                  of)  one of the  tests  set  forth  in  Section  4.7(a).  Such
                  contribution  shall be allocated to the Participant's  Account
                  of the Non-Highly  Compensated  Participant  having the lowest
                  Compensation,  until one of the tests set forth in Section 4.7
                  is satisfied, or until such Non-Highly Compensated Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a).  If one of the tests set forth in Section  4.7 has not
                  been satisfied,  the Non-Highly Compensated Participant having
                  the second  lowest  Compensation  shall  receive  the  special
                  Qualified Non-Elective Contribution until one of the tests set
                  forth in Section 4.7 is satisfied, or until such Non-Highly

                                                        43

<PAGE>

                  Compensated  Participant  has  received  his  maximum  "annual
                  addition"  pursuant  to Section  4.9(a).  This  process  shall
                  continue  until one of the tests set forth in Section  4.7 has
                  been satisfied. A separate accounting of any special Qualified
                  Non-Elective   Contribution   shall  be   maintained   in  the
                  Participant's Account.

                                    However, if the prior year testing method is
                  used, the special Qualified Non-Elective Contribution shall be
                  allocated in the prior Plan Year to the Participant's  Account
                  on behalf of each Non-Highly  Compensated  Participant who was
                  employed  by the  Employer  on the last day of the prior  Plan
                  Year having the lowest  Compensation  for the prior Plan Year,
                  until one of the tests set forth in Section 4.7 is  satisfied,
                  or until such Non-Highly Compensated  Participant has received
                  his maximum "annual  addition"  pursuant to Section 4.9(a). If
                  one of the  tests  set  forth  in  Section  4.7 has  not  been
                  satisfied,  the Non-Highly Compensated  Participant having the
                  second  lowest  Compensation  for the prior  Plan  Year  shall
                  receive the special Qualified Non-Elective  Contribution until
                  one of the tests set forth in  Section  4.7 is  satisfied,  or
                  until such Non-Highly Compensated Participant has received his
                  maximum "annual  addition"  pursuant to Section  4.9(a).  This
                  process  shall  continue  until  one of the tests set forth in
                  Section 4.7 has been  satisfied.  Such  contribution  shall be
                  made by the  Employer  prior  to the end of the  current  Plan
                  Year.  A  separate   accounting   of  any  special   Qualified
                  Non-Elective   Contributions   shall  be   maintained  in  the
                  Participant's Account.

                                     Notwithstanding  the above,  for Plan Years
                  beginning  after  December  31,  1998,  if the testing  method
                  changes from the current year testing method to the prior year
                  testing  method,  then for purposes of  preventing  the double
                  counting of Qualified Non-Elective Contributions for the first
                  testing  year for which the change is  effective,  any special
                  Qualified  Non-Elective  Contribution  on behalf of Non-Highly
                  Compensated  Participants used to satisfy the "Actual Deferral
                  Percentage" or "Actual Contribution Percentage" test under the
                  current  year  testing  method for the prior year testing year
                  shall be disregarded.

4.9      MAXIMUM ANNUAL ADDITIONS

                           (a)  Notwithstanding   the  foregoing,   the  maximum
                  "annual  additions"  credited to a Participant's  accounts for
                  any  "limitation  year" shall equal the lesser of: (1) $30,000
                  adjusted  annually as provided in Code Section 415(d) pursuant
                  to the  Regulations,  or (2) twenty-five  percent (25%) of the
                  Participant's  "415  Compensation" for such "limitation year."
                  For any short "limitation  year," the dollar limitation in (1)
                  above shall be reduced by a fraction,  the  numerator of which
                  is the number of full  months in the short  "limitation  year"
                  and the denominator of which is twelve (12).

                                                        44

<PAGE>

                           (b) For purposes of applying the  limitations of Code
                  Section 415,  "annual  additions"  means the sum credited to a
                  Participant's  accounts  for  any  "limitation  year"  of  (1)
                  Employer   contributions,   (2)Employee   contributions,   (3)
                  forfeitures,  (4) amounts allocated,  after March 31, 1984, to
                  an  individual  medical  account,  as defined in Code  Section
                  415(l)(2)   which  is  part  of  a  pension  or  annuity  plan
                  maintained  by the  Employer  and  (5)  amounts  derived  from
                  contributions  paid or accrued  after  December 31,  1985,  in
                  taxable years ending after such date,  which are  attributable
                  to post-retirement  medical benefits allocated to the separate
                  account  of  a  key  employee  (as  defined  in  Code  Section
                  419A(d)(3))  under a welfare  benefit plan (as defined in Code
                  Section 419(e)) maintained by the Employer.  Except,  however,
                  the "415 Compensation"  percentage  limitation  referred to in
                  paragraph   (a)(2)   above   shall  not  apply  to:   (1)  any
                  contribution  for medical benefits (within the meaning of Code
                  Section  419A(f)(2))  after  separation  from service which is
                  otherwise  treated as an "annual  addition," or (2) any amount
                  otherwise  treated as an "annual  addition" under Code Section
                  415(l)(1).

                           (c) For purposes of applying the  limitations of Code
                  Section 415, the transfer of funds from one qualified  plan to
                  another  is  not  an  "annual  addition."  In  addition,   the
                  following are not Employee  contributions  for the purposes of
                  Section 4.9(b)(2):  (1) rollover  contributions (as defined in
                  Code Sections 402(e)(6),  403(a)(4), 403(b)(8) and 408(d)(3));
                  (2)  repayments of loans made to a Participant  from the Plan;
                  (3)  repayments  of  distributions  received  by  an  Employee
                  pursuant  to  Code  Section  411(a)(7)(B)   (cash-outs);   (4)
                  repayments of distributions  received by an Employee  pursuant
                  to Code Section 411(a)(3)(D)  (mandatory  contributions);  and
                  (5) Employee  contributions  to a simplified  employee pension
                  excludable from gross income under Code Section 408(k)(6).

                           (d)      For purposes of applying the limitations of
                  Code Section 415, the "limitation year" shall be the Plan
                  Year.

                           (e) For the purpose of this  Section,  all  qualified
                  defined  contribution  plans (whether  terminated or not) ever
                  maintained  by the  Employer  shall be treated as one  defined
                  contribution plan.

                           (f) For the purpose of this Section,  if the Employer
                  is a member of a controlled group of  corporations,  trades or
                  businesses  under  common  control (as defined by Code Section
                  1563(a) or Code  Section  414(b) and (c) as  modified  by Code
                  Section 415(h), is a member of an affiliated service group (as
                  defined by Code Section  414(m),  or is a member of a group of
                  entities  required to be  aggregated  pursuant to  Regulations
                  under Code Section  414(o),  all  Employees of such  Employers
                  shall be considered to be employed by a single Employer.

                                                        45

<PAGE>

                           (g) For the purpose of this Section,  if this Plan is
                  a Code Section  413(c) plan,  each Employer who maintains this
                  Plan will be considered to be a separate Employer.

                           (h) (l) If a  Participant  participates  in more than
                           one  defined  contribution  plan  maintained  by  the
                           Employer which have different  Anniversary Dates, the
                           maximum  "annual  additions"  under  this Plan  shall
                           equal  the  maximum   "annual   additions"   for  the
                           "limitation   year"  minus  any  "annual   additions"
                           previously  credited to such  Participant's  accounts
                           during the "limitation year."

                           (2) If a Participant  participates  in both a defined
                           contribution  plan  subject to Code Section 412 and a
                           defined contribution plan not subject to Code Section
                           412  maintained  by the Employer  which have the same
                           Anniversary Date, "annual additions" will be credited
                           to  the  Participant's  accounts  under  the  defined
                           contribution  plan  subject to Code Section 412 prior
                           to crediting "annual  additions" to the Participant's
                           accounts  under  the  defined  contribution  plan not
                           subject to Code Section 412.

                           (3) If a  Participant  participates  in more than one
                           defined contribution plan not subject to Code Section
                           412  maintained  by the Employer  which have the same
                           Anniversary  Date,  the  maximum  "annual  additions"
                           under  this Plan shall  equal the  product of (A) the
                           maximum "annual  additions" for the "limitation year"
                           minus  any  "annual  additions"  previously  credited
                           under  subparagraphs (1) or (2) above,  multiplied by
                           (B) a  fraction  (i) the  numerator  of  which is the
                           "annual  additions"  which  would be credited to such
                           Participant's accounts under this Plan without regard
                           to the  limitations  of Code Section 415 and (ii) the
                           denominator  of which is such "annual  additions" for
                           all plans described in this subparagraph.

                           (i)   Notwithstanding   anything  contained  in  this
                  Section to the  contrary,  the  limitations,  adjustments  and
                  other  requirements  prescribed  in this Section  shall at all
                  times comply with the  provisions  of Code Section 415 and the
                  Regulations  thereunder,  the terms of which are  specifically
                  incorporated herein by reference.

4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                           (a)  If,  as  a  result  of  a  reasonable  error  in
                  estimating a Participant's Compensation, a reasonable error in
                  determining  the  amount of  elective  deferrals  (within  the
                  meaning  of Code  Section  402(g)(3))  that  may be made  with
                  respect to any Participant  under the limits of Section 4.9 or
                  other   facts   and    circumstances   to   which   Regulation
                  1.415-6(b)(6)  shall be  applicable,  the  "annual  additions"
                  under this Plan would cause the maximum "annual  additions" to
                  be exceeded for any Participant,  the Administrator  shall (1)
                  distribute any elective deferrals (within the meaning of Code

                                                        46

<PAGE>

                  Section  402(g)(3))  or  return  any  Employee   contributions
                  (whether voluntary or mandatory),  and for the distribution of
                  gains  attributable  to those elective  deferrals and Employee
                  contributions,  to the extent that the  distribution or return
                  would reduce the "excess amount" in the Participant's accounts
                  (2) hold any "excess amount" remaining after the return of any
                  elective  deferrals or voluntary  Employee  contributions in a
                  "Section  415  suspense  account"  (3)  use the  "Section  415
                  suspense   account"  in  the  next   "limitation   year"  (and
                  succeeding "limitation years" if necessary) to reduce Employer
                  contributions  for that  Participant  if that  Participant  is
                  covered by the Plan as of the end of the "limitation year," or
                  if the Participant is not so covered,  allocate and reallocate
                  the  "Section 415  suspense  account" in the next  "limitation
                  year" (and succeeding  "limitation years" if necessary) to all
                  Participants  in the Plan  before  any  Employer  or  Employee
                  contributions  which would constitute  "annual  additions" are
                  made  to the  Plan  for  such  "limitation  year"  (4)  reduce
                  Employer  contributions to the Plan for such "limitation year"
                  by the amount of the "Section 415 suspense account"  allocated
                  and reallocated during such "limitation year."

                           (b) For purposes of this Article, "excess amount" for
                  any Participant for a "limitation year" shall mean the excess,
                  if any, of (1) the "annual  additions" which would be credited
                  to his account  under the terms of the Plan without  regard to
                  the  limitations  of Code  Section  415 over  (2) the  maximum
                  "annual additions" determined pursuant to Section 4.9.

                           (c)  For  purposes  of  this  Section,  "Section  415
                  suspense  account" shall mean an unallocated  account equal to
                  the sum of "excess  amounts" for all  Participants in the Plan
                  during  the  "limitation  year."  The  "Section  415  suspense
                  account"  shall  not  share in any  earnings  or losses of the
                  Trust Fund.

4.11     TRANSFERS FROM QUALIFIED PLANS

                           (a)  Effective  April 1,  2000,  this  Plan  does not
                  permit  direct  or  indirect  rollover  transfers  from  other
                  qualified  plans by  employees.  However,  this  Section  4.11
                  applies  to (1)  rollover  transfers  to this  Plan  that were
                  permitted  prior  to that  date and (2) the  rollover  account
                  portion of a  Participant's  account  which is merged with and
                  into,  or  transferred  (other  than by a direct  or  indirect
                  rollover  transfer)  to,  this  Plan  from  another  qualified
                  defined   contribution   plan.   Those   amounts   compose   a
                  "Participant's  Rollover  Account."  Any such account shall be
                  fully  Vested  at  all  times  and  shall  not be  subject  to
                  Forfeiture for any reason.

                           (b) Amounts in a Participant's Rollover Account shall
                  be held by the Trustee pursuant to the provisions of this Plan
                  and  may  not  be  withdrawn   by,  or   distributed   to  the
                  Participant,  in whole  or in  part,  except  as  provided  in
                  Section 6.10 and paragraphs (c) and (d) of this Section.

                                                        47

<PAGE>

                           (c) Except as  permitted  by  Regulations  (including
                  Regulation  1.411(d)-4),   amounts  attributable  to  elective
                  contributions  (as defined in Regulation  1.401(k)-  l(g)(3)),
                  including amounts treated as elective contributions, which are
                  transferred  from  another  qualified  plan in a  plan-to-plan
                  transfer  shall be  subject  to the  distribution  limitations
                  provided for in Regulation 1.401(k)-l(d).

                           (d) At Normal  Retirement  Date,  or such  other date
                  when the Participant or his  Beneficiary  shall be entitled to
                  receive  benefits,  the fair market value of the Participant's
                  Rollover Account shall be used to provide additional  benefits
                  to the Participant or his  Beneficiary.  Any  distributions of
                  amounts held in a Participant's Rollover Account shall be made
                  in a  manner  which  is  consistent  with  and  satisfies  the
                  provisions of Section 6.5, including,  but not limited to, all
                  notice  and  consent  requirements  of Code  Sections  417 and
                  411(a)(11) and the Regulations thereunder.  Furthermore,  such
                  amounts shall be considered as part of a Participant's benefit
                  in  determining  whether an  involuntary  cash-out of benefits
                  without Participant consent may be made.

                           (e)  The   Administrator  may  direct  that  employee
                  transfers  made after a Valuation  Date be  segregated  into a
                  separate account for each  Participant in a federally  insured
                  savings  account,  certificate of deposit in a bank or savings
                  and loan association, money market certificate, or other short
                  term debt  security  acceptable to the Trustee until such time
                  as the  allocations  pursuant to this Plan have been made,  at
                  which time they may remain  segregated  or be invested as part
                  of  the  general   Trust  Fund,   to  be   determined  by  the
                  Administrator.

                           (f) For purposes of this Section, the term "qualified
                  plan"  shall mean any tax  qualified  plan under Code  Section
                  401(a).  The term "amounts  transferred  from other  qualified
                  plans"  shall  mean:  (i)  amounts  transferred  to this  Plan
                  directly from another qualified plan; (ii)  distributions from
                  another   qualified   plan   which   are   eligible   rollover
                  distributions and which are either transferred by the Employee
                  to this Plan  within  sixty (60) days  following  his  receipt
                  thereof  or are  transferred  pursuant  to a direct  rollover;
                  (iii)  amounts   transferred  to  this  Plan  from  a  conduit
                  individual   retirement  account  provided  that  the  conduit
                  individual  retirement account has no assets other than assets
                  which  (A) were  previously  distributed  to the  Employee  by
                  another  qualified  plan as a lump-sum  distribution  (B) were
                  eligible  for  tax-free  rollover to a qualified  plan and (C)
                  were deposited in such conduit  individual  retirement account
                  within  sixty  (60) days of  receipt  thereof  and other  than
                  earnings on said assets;  and (iv) amounts  distributed to the
                  Employee from a conduit individual  retirement account meeting
                  the requirements of clause (iii) above, and transferred by the
                  Employee  to this Plan  within  sixty (60) days of his receipt
                  thereof from such conduit individual retirement account.

                                                        48

<PAGE>

                           (g) Prior to  accepting  any  transfers to which this
                  Section applies, the Administrator may require the Employee to
                  establish that the amounts to be transferred to this Plan meet
                  the  requirements  of this  Section  and may also  require the
                  Employee to provide an opinion of counsel  satisfactory to the
                  Employer  that  the  amounts  to  be   transferred   meet  the
                  requirements of this Section.

                           (h) Notwithstanding  anything herein to the contrary,
                  a transfer  directly to this Plan from another  qualified plan
                  (or a transaction  having the effect of such a transfer) shall
                  only be permitted if it will not result in the  elimination or
                  reduction  of any  "Section  411(d)(6)  protected  benefit" as
                  described in Section 7.1.

4.12     VOLUNTARY CONTRIBUTIONS

                           (a) This Plan does not permit voluntary contributions
                  by  Participants.  However,  this  Section 4.12 applies to any
                  Participant   account  that  is  merged  with  and  into,   or
                  transferred  (other  than by a  direct  or  indirect  rollover
                  transfer)  to,  this  Plan  from  another   qualified  defined
                  contribution  plan and which includes amounts  attributable to
                  voluntary contributions.  Those amounts compose a Participants
                  Voluntary   Contributions   Account.   The   balance  in  each
                  Participant's  Voluntary Contribution Account,  resulting from
                  mergers or direct transfers shall be fully Vested at all times
                  and shall not be subject to Forfeiture for any reason.

                           (b) A Participant may elect to withdraw his voluntary
                  contributions from his Voluntary  Contribution Account and the
                  actual  earnings  thereon in a manner which is consistent with
                  and satisfies the  provisions of Section 6.5,  including,  but
                  not limited to, all notice and  consent  requirements  of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder. If
                  the  Administrator  maintains  sub-accounts  with  respect  to
                  voluntary contributions (and earnings thereon) which were made
                  on  or  before  a  specified  date,  a  Participant  shall  be
                  permitted to designate  which sub- account shall be the source
                  for his withdrawal.

                           (c) At Normal  Retirement  Date,  or such  other date
                  when the Participant or his  Beneficiary  shall be entitled to
                  receive  benefits,  the fair  market  value  of the  Voluntary
                  Contribution  Account  shall  be  used to  provide  additional
                  benefits to the Participant or his Beneficiary.

4.13     DIRECTED INVESTMENT ACCOUNT

                           (a)   Participants   may,   subject  to  a  procedure
                  established by the  Administrator  (the Participant  Direction
                  Procedures) and applied in a uniform nondiscriminatory manner,
                  direct the Trustee to invest all of their accounts in specific
                  assets,  specific funds or other  investments  permitted under
                  the Plan and the

                                                        49

<PAGE>

                  Participant Direction Procedures. That portion of the interest
                  of any Participant so directing will thereupon be considered a
                  Participant's Directed Account.

                           (b)  As  of  each  Valuation  Date,  all  Participant
                  Directed  Accounts  shall be charged or credited  with the net
                  earnings,   gains,   losses  and   expenses  as  well  as  any
                  appreciation   or  depreciation  in  the  market  value  using
                  publicly   listed  fair  market   values  when   available  or
                  appropriate.

                           (1) To the extent that the assets in a  Participant's
                           Directed  Account are  accounted for as pooled assets
                           or investments, the allocation of earnings, gains and
                           losses of each  Participant's  Directed Account shall
                           be based upon the total  amount of funds so invested,
                           in a manner  proportionate to the Participant's share
                           of such pooled investment.

                           (2)  To  the   extent   that   the   assets   in  the
                           Participant's  Directed  Account are accounted for as
                           segregated assets, the allocation of earnings,  gains
                           and  losses  from  such  assets  shall  be  made on a
                           separate and distinct basis.

                           (c)  The  Participant   Direction   Procedures  shall
                  provide  an  explanation  of  the  circumstances  under  which
                  Participants  and  their  Beneficiaries  may  give  investment
                  instructions,  including,  but need  not be  limited  to,  the
                  following:

                           (1)      the conveyance of instructions by the
                           Participants and their Beneficiaries to invest
                           Participant Directed Accounts in Directed
                           Investments;

                           (2)  the  name,  address  and  phone  number  of  the
                           Fiduciary (and, if applicable,  the person or persons
                           designated  by the  Fiduciary  to act on its  behalf)
                           responsible   for   providing   information   to  the
                           Participant or a Beneficiary upon request relating to
                           the investments in Directed Investments;

                           (3)      applicable restrictions on transfers to and
                           from any Designated Investment Alternative;

                           (4)      any restrictions on the exercise of voting,
                           tender and similar rights related to a Directed
                           Investment by the Participants or their
                           Beneficiaries;

                           (5)  a  description  of  any  transaction   fees  and
                           expenses  which  affect the  balances in  Participant
                           Directed  Accounts in connection with the purchase or
                           sale of Directed Investments; and

                           (6)      general procedures for the dissemination of
                           investment and other information relating to the
                           Designated Investment Alternatives as deemed

                                                        50

<PAGE>

                           necessary or appropriate, including but not limited
                           to a description of the following:

                                    (i)     the investment vehicles available
                                    under the Plan, including specific
                                    information regarding any Designated
                                    Investment Alternative;

                                    (ii)    any designated Investment Managers;
                                       and

                                    (iii)  a  description   of  the   additional
                                    information   which  may  be  obtained  upon
                                    request  from the  Fiduciary  designated  to
                                    provide such information.

                           (d) Any information  regarding  investments available
                  under the Plan,  to the extent not required to be described in
                  the Participant Direction  Procedures,  may be provided to the
                  Participant  in  one  or  more  written  documents  which  are
                  separate from the Participant Direction Procedures and are not
                  thereby incorporated by reference into this Plan.

                             (e)  The  Administrator  may,  at  its  discretion,
                  include in or exclude by  amendment  or other  action from the
                  Participant Direction Procedures such instructions, guidelines
                  or policies as it deems  necessary  or  appropriate  to ensure
                  proper  administration of the Plan, and may interpret the same
                  accordingly.

                                                     ARTICLE V
                                                    VALUATIONS

5.1      VALUATION OF THE TRUST FUND

                  The  Administrator  shall  direct  the  Trustee,  as  of  each
Valuation  Date, to determine the net worth of the assets  comprising  the Trust
Fund as it exists on the Valuation  Date.  In  determining  such net worth,  the
Trustee  shall value the assets  comprising  the Trust Fund at their fair market
value as of the  Valuation  Date and shall  deduct  all  expenses  for which the
Trustee has not yet obtained  reimbursement from the Employer or the Trust Fund.
The Trustee may update the value of any shares held in the Participant  Directed
Account by reference to the number of shares held by that Participant, priced at
the market value as of the Valuation Date.

5.2      METHOD OF VALUATION

                  In determining the fair market value of securities held in the
Trust Fund which are listed on a registered  stock exchange,  the  Administrator
shall  direct the  Trustee to value the same at the prices they were last traded
on such exchange  preceding the close of business on the Valuation Date. If such
securities  were not traded on the  Valuation  Date, or if the exchange on which
they are

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<PAGE>

traded was not open for  business on the  Valuation  Date,  then the  securities
shall be valued  at the  prices at which  they  were  last  traded  prior to the
Valuation Date. Any unlisted  security held in the Trust Fund shall be valued at
its bid price next preceding the close of business on the Valuation Date,  which
bid price shall be obtained from a registered broker or an investment banker. In
determining  the fair market  value of assets  other than  securities  for which
trading or bid prices can be  obtained,  the  Trustee may  appraise  such assets
itself, or in its discretion, employ one or more appraisers for that purpose and
rely on the values established by such appraiser or appraisers.

                  For administrative  purposes, the Administrator may establish,
or cause to be established, unit values for one or more investment funds (or any
portion  thereof) and maintain the  accounts  setting  forth each  Participant's
interest in the investment fund (or any portion  thereof) in terms of the units,
all in accordance with rules and procedures as the Administrators  shall deem to
be fair,  equitable  and  administratively  practicable.  In the event that unit
accounting is thus  established for any investment fund (or any portion thereof)
the value of a  Participant's  interest in that  investment fund (or any portion
thereof) at any time shall be an amount equal to the then value of a unit in the
investment fund (or any portion thereof)  multiplied by the number of units then
credited to the Participant.

                                                    ARTICLE VI
                                    DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

                  Every  Participant  may  terminate  his  employment  with  the
Employer and retire for the  purposes  hereof on his Normal  Retirement  Date or
Early  Retirement Date.  However,  a Participant may postpone the termination of
his  employment  with  the  Employer  to  a  later  date,  in  which  event  the
participation  of such  Participant in the Plan,  including the right to receive
allocations  pursuant to Section 4.4, shall  continue until his Late  Retirement
Date.  Upon  a  Participant's  Retirement  Date  or  attainment  of  his  Normal
Retirement Date without termination of employment with the Employer,  or as soon
thereafter as is practicable,  the Trustee shall distribute,  at the election of
the Participant,  all amounts credited to such Participant's Combined Account in
accordance with Section 6.5.

6.2      DETERMINATION OF BENEFITS UPON DEATH

                  Unless modified under Schedule 6.2,  Protected  Optional Forms
of Death Benefit,  which is attached hereto and hereby incorporated by reference
and made a part of the Plan, for any portion of a Participant's Combined Account
attributable  to a plan merged with and into,  or  transferred  (other than by a
direct or indirect rollover  transfer) to, this Plan, this Section 6.2 describes
the determination of benefits upon a Participant's death.

                             (a)     Upon the death of a Participant before his
                  Retirement Date or other termination of his employment, all
                  amounts credited to such Participant's Combined Account shall
                  become fully Vested.  The Administrator shall direct the
                  Trustee, in

                                                        52

<PAGE>

                  accordance  with the  provisions  of Sections  6.6 and 6.7, to
                  distribute the value of the deceased Participant's accounts to
                  the Participant's Beneficiary.

                             (b) Upon the  death  of a Former  Participant,  the
                  Administrator shall direct the Trustee, in accordance with the
                  provisions  of  Sections  6.6  and  6.7,  to  distribute   any
                  remaining  Vested  amounts  credited  to  the  accounts  of  a
                  deceased  Former  Participant  to  such  Former  Participant's
                  Beneficiary.

                             (c)  Any  security  interest  held  by the  Plan by
                  reason of an  outstanding  loan to the  Participant  or Former
                  Participant  shall be taken into  account in  determining  the
                  amount of the Pre-Retirement Survivor Annuity.

                             (d) The Administrator may require such proper proof
                  of death  and such  evidence  of the  right of any  person  to
                  receive  payment  of the value of the  account  of a  deceased
                  Participant  or Former  Participant as the  Administrator  may
                  deem desirable. The Administrator's determination of death and
                  of the  right  of any  person  to  receive  payment  shall  be
                  conclusive.

                             (e)   Unless   otherwise   elected  in  the  manner
                  prescribed  in Section  6.6,  the  Participant's  spouse shall
                  receive a death benefit equal to the  Pre-Retirement  Survivor
                  Annuity.  The  Participant  may designate a Beneficiary  other
                  than his spouse to receive that  portion of his death  benefit
                  which is not payable as a Pre-Retirement Survivor Annuity. The
                  Participant  may also  designate a Beneficiary  other than his
                  spouse to receive the Pre-Retirement Survivor Annuity but only
                  if:

                             (1) the  Participant  and his spouse  have  validly
                             waived the Pre- Retirement  Survivor Annuity in the
                             manner  prescribed  in Section  6.6, and the spouse
                             has waived his or her right to be the Participant's
                             Beneficiary, or

                             (2) the  Participant  is legally  separated  or has
                             been  abandoned  (within  the meaning of local law)
                             and  the  Participant  has a  court  order  to such
                             effect  (and  there  is  no   "qualified   domestic
                             relations  order" as defined in Code Section 414(p)
                             which provides otherwise), or

                             (3)     the Participant has no spouse, or

                             (4)     the spouse cannot be located.

                                     In such event, the designation of a
                  Beneficiary shall be made on a form satisfactory to the
                  Administrator.  A Participant may at any time revoke his

                                                        53

<PAGE>

                  designation  of a  Beneficiary  or change his  Beneficiary  by
                  filing  written  notice of such  revocation or change with the
                  Administrator.  However,  the Participant's  spouse must again
                  consent  in  writing  to any  change  in  Beneficiary  of that
                  portion of the death benefit that would otherwise be paid as a
                  Pre-Retirement  Survivor  Annuity unless the original  consent
                  acknowledged  that the spouse  had the right to limit  consent
                  only to a specific Beneficiary and that the spouse voluntarily
                  elected to relinquish such right.  The  Participant's  may, at
                  any time,  designate a Beneficiary  to receive death  benefits
                  that are in excess of the Pre-Retirement  Survivor Annuity. In
                  the event no valid  designation of  Beneficiary  exists at the
                  time of the  Participant's  death,  the death benefit shall be
                  payable to his spouse.

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

                  In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such  Participant's  Combined Account shall become fully Vested.  In
the event of a Participant's  Total and Permanent  Disability,  the Trustee,  in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant  all amounts  credited  to such  Participant's  Combined  Account as
though he had retired.

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

                             (a) If a Participant's employment with the Employer
                  is  terminated  for any  reason  other than  death,  Total and
                  Permanent Disability or retirement,  such Participant shall be
                  entitled to such benefits as are provided hereinafter pursuant
                  to this Section 6.4.

                                     Distribution   of  the   funds   due  to  a
                  Terminated  Participant  shall be made on the occurrence of an
                  event  which  would  result  in  the   distribution   had  the
                  Terminated  Participant remained in the employ of the Employer
                  (upon the Participant's death, Total and Permanent Disability,
                  Early or Normal  Retirement).  However, at the election of the
                  Participant,  the  Administrator  shall  direct the Trustee to
                  cause   the   entire   Vested   portion   of  the   Terminated
                  Participant's   Combined   Account   to  be  payable  to  such
                  Terminated Participant.  Any distribution under this paragraph
                  shall  be  made in a  manner  which  is  consistent  with  and
                  satisfies the  provisions of Section 6.5,  including,  but not
                  limited  to,  all  notice  and  consent  requirements  of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder.

                                     The Administrator  shall direct the Trustee
                  to  cause  the  entire  Vested  benefit  to be  paid  to  such
                  Participant in a single lump sum,  effective for distributions
                  on or after  March  22,  1999,  if the  value of a  Terminated
                  Participant's   Vested  benefit   derived  from  Employer  and
                  Employee contributions does not exceed $5,000 ($3,500 for Plan
                  Years  beginning  prior to August 6, 1997) and the Participant
                  has not

                                                        54

<PAGE>

                  commenced a periodic  distribution form for which at least one
                  scheduled periodic distribution is yet to be made.

 .
                             (b) A Participant  shall become fully Vested in his
                  Participant's   Account   attributable  to  Employer  matching
                  contributions made pursuant to Section 4.1(c) immediately upon
                  entry into the Plan.

                             (c) The Vested portion of any Participant's Account
                  attributable  to  Employer  discretionary  contributions  made
                  pursuant to Section  4.1(e) shall be a percentage of the total
                  of  such  amount   credited  to  his   Participant's   Account
                  determined on the basis of the  Participant's  number of whole
                  years of his  Period of  Service  according  to the  following
                  schedule:

                                                 Vesting Schedule
                                       Employer Discretionary Contributions

                            Periods of Service             Percentage

                                   Less than 3                 0%
                                     3                        20%
                                     4                        40%
                                     5                        60%
                                     6                        80%
                                     7                       100%

                             (d)  Notwithstanding  the vesting  attributable  to
                  Employer discretionary contributions provided for in paragraph
                  6.4(c) above,  for any Top Heavy Plan Year, the Vested portion
                  of  the   Participant's   Account   attributable  to  Employer
                  discretionary contributions of any Participant who has an Hour
                  of  Service  after  the  Plan  becomes  top  heavy  shall be a
                  percentage of the amount credited to his Participant's Account
                  attributable   to   Employer    discretionary    contributions
                  determined on the basis of the  Participant's  number of whole
                  years of his  Period of  Service  according  to the  following
                  schedule:

                                                        55

<PAGE>

                                                 Vesting Schedule
                                       Employer Discretionary Contributions

                             Periods of Service             Percentage

                                   Less than 2                  0%
                                     2                         20%
                                     3                         40%
                                     4                         60%
                                     5                         80%
                                     6                        100%

                                    If in any  subsequent  Plan  Year,  the Plan
                  ceases to be a Top Heavy Plan, the Administrator  shall revert
                  to the vesting  schedule  in effect  before this Plan became a
                  Top Heavy Plan. Any such reversion  shall be treated as a Plan
                  amendment pursuant to the terms of the Plan.

                           (e)  Notwithstanding  the vesting schedule above, the
                  Vested percentage of a Participant's Account shall not be less
                  than the  Vested  percentage  attained  as of the later of the
                  effective   date  or  adoption  date  of  this  amendment  and
                  restatement.

                           (f)  Notwithstanding the vesting schedule above, upon
                  the complete  discontinuance of the Employer  contributions to
                  the Plan or upon any full or partial  termination of the Plan,
                  all  amounts   credited   to  the  account  of  any   affected
                  Participant  shall become 100% Vested and shall not thereafter
                  be subject to Forfeiture.

                           (g)  Except as  otherwise  provided  in this  Section
                  6.4(g),  a  Participant  with a Period of  Service of at least
                  three  (3)  whole  years  as of  the  expiration  date  of the
                  election   period   may  elect  to  have  his   nonforfeitable
                  percentage  computed  under  the Plan  without  regard to such
                  amendment and restatement. If a Participant fails to make such
                  election,  then such  Participant  shall be subject to the new
                  vesting  schedule.  The  Participant's  election  period shall
                  commence on the adoption  date of the  amendment and shall end
                  60 days after the latest of:

                           (1)      the adoption date of the amendment,

                           (2)      the effective date of the amendment, or

                           (3)      the date the Participant receives written
                           notice of the amendment from the Employer or
                           Administrator.


                                                        56

<PAGE>

                                    Except,  however,  any  Employee  who  was a
                  Participant  as of  April 1,  2000,  and who had  completed  a
                  Period of  Service of at least  three (3) whole  years at that
                  time shall be subject to the following  pre-amendment  vesting
                  schedules  or  additional  vesting  provision,  to the  extent
                  applicable  to  the  Participant,  provided  the  schedule  or
                  additional  vesting  provision  is more  liberal  than the new
                  vesting schedule.

                    Pre-Amendment Vesting Schedule for Participants in this Plan
                            (participation determined  as of March 31, 2000)

                                     100% vested upon attainment of age 62

                       Pre-Amendment Vesting Schedule for Participants in the
                      Bertek Pharmaceuticals Inc. 401(k) Savings Plan and Trust

                         (participation determined as of March 31, 2000)

                           Periods of Service            Percentage

                                less than 3                   0%
                                    3                        50%
                                    4                        75%
                                    5                       100%

             Pre-Amendment        Vesting   Schedule  for  Participants  in  the
                                  Penederm      Incorporated     401(k)     Plan
                                  (participation  determined  as  of  March  31,
                                  2000)

                           Periods of Service             Percentage

                                less than 2                    0%
                                    2                         25%
                                    3                         50%
                                    4                         75%
                                    5                        100%

                           (h) The computation of a Participant's nonforfeitable
                  percentage of his interest in the Plan shall not be reduced as
                  the result of any direct or indirect  amendment  to this Plan.
                  For this  purpose,  the Plan shall be  treated as having  been
                  amended  if the  Plan  provides  for an  automatic  change  in
                  vesting due to a change in top heavy status. In the event that
                  the Plan is amended to change or modify any vesting  schedule,
                  a  Participant  with at least  three  (3)  whole  years of his
                  Period of Service as of the  expiration  date of the  election
                  period  may  elect  to  have  his  nonforfeitable   percentage
                  computed under the Plan without regard to such amendment. If a
                  Participant fails to make such election, then such Participant
                  shall

                                                        57

<PAGE>

                  be  subject to the new  vesting  schedule.  The  Participant's
                  election  period shall  commence on the  adoption  date of the
                  amendment and shall end 60 days after the latest of:

                           (1)      the adoption date of the amendment,

                           (2)      the effective date of the amendment, or

                           (3)      the date the Participant receives written
                           notice of the amendment from the Employer or
                           Administrator.

                           (i) (1) If any Former Participant shall be reemployed
                           by the  Employer  before  a 1-Year  Break in  Service
                           occurs,  he shall continue to participate in the Plan
                           in the same  manner  as if such  termination  had not
                           occurred.

                           (2) If any Former  Participant shall be reemployed by
                           the  Employer  before  five  (5)  consecutive  1-Year
                           Breaks in Service,  and such Former  Participant  had
                           received,   or  was  deemed  to  have   received,   a
                           distribution  of his entire Vested  interest prior to
                           his  reemployment,  his  forfeited  account  shall be
                           reinstated   only  if  he  repays  the  full   amount
                           distributed  to him  before  the  earlier of five (5)
                           years  after the first date on which the  Participant
                           is  subsequently  reemployed  by the  Employer or the
                           close of the  first  period  of five (5)  consecutive
                           1-Year  Breaks  in  Service   commencing   after  the
                           distribution,   or  in   the   event   of  a   deemed
                           distribution,  upon the  reemployment  of such Former
                           Participant. In the event the Former Participant does
                           repay the full amount  distributed  to him, or in the
                           event of a  deemed  distribution,  the  undistributed
                           portion of the Participant's Account must be restored
                           in full,  unadjusted by any gains or losses occurring
                           subsequent to the Valuation Date  coinciding  with or
                           preceding  his  termination.   The  source  for  such
                           reinstatement   shall   first   be  any   Forfeitures
                           occurring   during  the  year.   If  such  source  is
                           insufficient,  then the Employer shall  contribute an
                           amount  which  is  sufficient  to  restore  any  such
                           forfeited  Accounts  provided,  however,  that  if  a
                           discretionary  contribution  is made  for  such  year
                           pursuant to Section 4.1(e),  such contribution  shall
                           first be applied to restore any such Accounts and the
                           remainder  shall  be  allocated  in  accordance  with
                           Section 4.4.

                           (3) If any Former  Participant is reemployed  after a
                           1-Year  Break in  Service  has  occurred,  Periods of
                           Service shall include Periods of Service prior to his
                           1-Year  Break in  Service  subject  to the  following
                           rules:

                                    (i) If a  Former  Participant  has a  1-Year
                                    Break  in   Service,   his  pre-  break  and
                                    post-break   service   shall   be  used  for
                                    computing Periods of Service for eligibility
                                    and for vesting  purposes  only after he has
                                    been

                                                        58

<PAGE>

                                    employed for a Period of Service of  one (1)
                                    year following the date of his reemployment
                                    with the Employer;

                                    (ii) Any  Former  Participant  who under the
                                    Plan does not have a nonforfeitable right to
                                    any  interest  in the  Plan  resulting  from
                                    Employer  contributions  shall lose  credits
                                    otherwise  allowable  under (i) above if his
                                    consecutive  1-Year  Breaks in Service equal
                                    or exceed the greater of (A) five (5) or (B)
                                    the   aggregate   number  of  years  of  his
                                    pre-break Periods of Service;

                                    (iii)  After  five  (5)  consecutive  1-Year
                                    Breaks in  Service,  a Former  Participant's
                                    Vested  Account   balance   attributable  to
                                    pre-break  service shall not be increased as
                                    a result of post-break service;

                                    (iv)    If a Former Participant is
                                    reemployed by the Employer, he shall
                                    participate in the Plan immediately on his
                                    date of reemployment;

                                    (v) If a Former  Participant (a 1-Year Break
                                    in   Service   previously   occurred,    but
                                    employment  had not  terminated) is credited
                                    with an  Hour of  Service  after  the  first
                                    eligibility  computation  period in which he
                                    incurs a 1-Year  Break in Service,  he shall
                                    participate in the Plan immediately.

6.5      DISTRIBUTION OF BENEFITS

                           (a)(1) Unless  modified  under Schedule 6.5, which is
                           attached hereto and hereby  incorporated by reference
                           and  made a part of the  Plan,  or  unless  otherwise
                           elected  as  provided  below,  a  Participant  who is
                           married on the Annuity Starting Date and who does not
                           die before the Annuity  Starting  Date shall  receive
                           the  value  of all of his  benefits  in the form of a
                           joint and  survivor  annuity.  The joint and survivor
                           annuity is an annuity that commences  immediately and
                           shall be equal  in  value to a single  life  annuity.
                           Such  joint  and  survivor  benefits   following  the
                           Participant's  death  shall  continue  to the  spouse
                           during the  spouse's  lifetime at a rate equal to 50%
                           of the rate at which such  benefits  were  payable to
                           the Participant.  This joint and 50% survivor annuity
                           shall be considered  the designated  qualified  joint
                           and survivor  annuity and  automatic  form of payment
                           for  the   purposes  of  this  Plan.   However,   the
                           Participant  may elect to  receive a smaller  annuity
                           benefit with  continuation  of payments to the spouse
                           at a rate of  sixty-six  and two thirds  percent  (66
                           2/3%),  seventy-five  percent  (75%)  or one  hundred
                           percent  (100%) of the rate payable to a  Participant
                           during  his  lifetime,  which  alternative  joint and
                           survivor  annuity  shall  be  equal  in  value to the
                           automatic   joint  and  50%  survivor   annuity.   An
                           unmarried Participant shall receive the

                                                        59

<PAGE>

                           value of his  benefit in the form of a life  annuity.
                           Such  unmarried  Participant,  however,  may elect in
                           writing to waive the life annuity.  The election must
                           comply with the  provisions  of this Section as if it
                           were an  election  to waive the  joint  and  survivor
                           annuity by a married  Participant,  but  without  the
                           spousal  consent  requirement.  The  Participant  may
                           elect  to  have  any  annuity  provided  for in  this
                           Section   distributed  upon  the  attainment  of  the
                           "earliest   retirement   age"  under  the  Plan.  The
                           "earliest  retirement  age" is the  earliest  date on
                           which, under the Plan, the Participant could elect to
                           receive retirement benefits.

                           (2) Unless  modified under Schedule 6.5, any election
                           to waive the joint and survivor  annuity must be made
                           by the  Participant  in writing  during the  election
                           period  and  be  consented  to by  the  Participant's
                           spouse. If the spouse is legally  incompetent to give
                           consent,  the spouse's legal  guardian,  even if such
                           guardian is the Participant,  may give consent.  Such
                           election shall  designate a Beneficiary (or a form of
                           benefits)  that may not be  changed  without  spousal
                           consent  (unless the consent of the spouse  expressly
                           permits  designations by the Participant  without the
                           requirement of further  consent by the spouse).  Such
                           spouse's   consent  shall  be  irrevocable  and  must
                           acknowledge  the  effect  of  such  election  and  be
                           witnessed by a notary public.  Such consent shall not
                           be required if it is established to the  satisfaction
                           of the Administrator that the required consent cannot
                           be obtained  because  there is no spouse,  the spouse
                           cannot be located, or other circumstances that may be
                           prescribed by  Regulations.  The election made by the
                           Participant  and  consented  to by his  spouse may be
                           revoked by the  Participant  in writing  without  the
                           consent of the spouse at any time during the election
                           period.  The  number  of  revocations  shall  not  be
                           limited.  Any  new  election  must  comply  with  the
                           requirements  of this  paragraph.  A former  spouse's
                           waiver shall not be binding on a new spouse.

                           (3) The  election  period  to  waive  the  joint  and
                           survivor annuity shall be the 90 day period ending on
                           the Annuity Starting Date.

                           (4) With regard to the  election,  the  Administrator
                           shall provide to the Participant no less than 30 days
                           and no more than 90 days before the Annuity  Starting
                           Date a written explanation of:

                                    (i)     the terms and conditions of the
                                    joint and survivor annuity,

                                    (ii)    the Participant's right to make, and
                                    the effect of, an election to waive the
                                    joint and survivor annuity,


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<PAGE>

                                    (iii)   the right of the Participant's
                                    spouse to consent to any election
                                    to waive the joint and survivor annuity, and

                                    (iv)    the right of the Participant to
                                    revoke such election, and the effect of such
                                    revocation.

                           (5) The Annuity Starting Date for a distribution in a
                           form  other  than  a  qualified  joint  and  survivor
                           annuity may be less than 30 days after receipt of the
                           written explanation described above, provided that:

                                    (i) the  Administrator  clearly  informs the
                                    Participant that the Participant has a right
                                    to a period of 30 days after  receiving  the
                                    notice  to  consider  whether  to waive  the
                                    joint and  survivor  annuity and elect (with
                                    spousal  consent) to a form of  distribution
                                    other than a joint and survivor annuity,

                                    (ii) the  Participant is permitted to revoke
                                    an  affirmative   distribution  election  at
                                    least until the Annuity  Starting  Date, or,
                                    if   later,   at  any  time   prior  to  the
                                    expiration  of the 7-day  period that begins
                                    the day after the  explanation  of the joint
                                    and  survivor  annuity  is  provided  to the
                                    Participant, and

                                    (iii) the  Annuity  Starting  Date is a date
                                    after the date that the written  explanation
                                    was provided to the Participant.

                                    Notwithstanding   the  above,   the  Annuity
                                    Starting  Date  may be a date  prior  to the
                                    date the written  explanation is provided to
                                    the Participant if the distribution does not
                                    commence  until at least 30 days  after such
                                    written explanation is provided,  subject to
                                    the waiver of the 30-day  period as provided
                                    for above.

                           (b) Unless  modified under Schedule 6.5, in the event
                  a married Participant duly elects pursuant to paragraph (a)(2)
                  above not to  receive  his  benefit in the form of a joint and
                  survivor  annuity,  or if such Participant is not married,  in
                  the form of a life annuity, the Administrator, pursuant to the
                  election  of the  Participant,  shall  direct  the  Trustee to
                  distribute to a Participant or his  Beneficiary  any amount to
                  which  he is  entitled  under  the  Plan in one or more of the
                  following methods:

                           (1) One lump-sum payment in cash or, to the extent of
                           any whole  units of Employer  securities  held in the
                           Participant's account at the time of distribution, in
                           the form of Employer securities, at the Participant's
                           election.

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<PAGE>

                           (2)  Payments  over  a  period  certain  in  monthly,
                           quarterly,  semiannual,  or annual cash installments.
                           In order to provide such  installment  payments,  the
                           Administrator  may (A) segregate the aggregate amount
                           thereof  in a  separate,  federally  insured  savings
                           account,  certificate of deposit in a bank or savings
                           and loan  association,  money market  certificate  or
                           other  liquid  short-term  security or (B) purchase a
                           nontransferable  annuity  contract for a term certain
                           (with  no  life  contingencies)  providing  for  such
                           payment.  The period over which such payment is to be
                           made shall not extend beyond the  Participant's  life
                           expectancy (or the life expectancy of the Participant
                           and his designated Beneficiary).

                           (3)  Purchase of or  providing  an annuity.  However,
                           such annuity may not be in any form that will provide
                           for payments  over a period  extending  beyond either
                           the  life of the  Participant  (or the  lives  of the
                           Participant  and his designated  Beneficiary)  or the
                           life  expectancy  of the  Participant  (or  the  life
                           expectancy  of the  Participant  and  his  designated
                           Beneficiary).

                           (c) The present  value of a  Participant's  joint and
                  survivor   annuity   derived   from   Employer   and  Employee
                  contributions  may not be paid without his written  consent if
                  the value  exceeds  $5,000  ($3,500  for Plan Years  beginning
                  prior to August 6,  1997) or the  Participant  has  previously
                  commenced a periodic  distribution form for which at least one
                  scheduled  periodic  distribution is yet to be made.  Further,
                  the  spouse of a  Participant  must  consent in writing to any
                  immediate  distribution.  Any written consent required by this
                  Section  6.5(c) must be obtained  not more than 90 days before
                  commencement of the distribution and shall be made in a manner
                  consistent with Section 6.5(a)(2).

                                    If the  value of the  Participant's  benefit
                  derived  from  Employer and  Employee  contributions  does not
                  exceed $5,000 ($3,500 for Plan Years beginning prior to August
                  6, 1997) and the  Participant  has not previously  commenced a
                  periodic  distribution  form for which at least one  scheduled
                  periodic distribution is yet to be made, the Administrator may
                  immediately distribute such benefit without such Participant's
                  consent.  No  distribution  may be made  under  the  preceding
                  sentence   after  the   Annuity   Starting   Date  unless  the
                  Participant   and  his  spouse  consent  in  writing  to  such
                  distribution.

                           (d)  Any  distribution  to a  Participant  who  has a
                  benefit which exceeds $5,000 ($3,500 for Plan Years  beginning
                  prior to August 6,  1997) or the  Participant  has  previously
                  commenced a periodic  distribution form for which at least one
                  scheduled periodic distribution is yet to be mad shall require
                  such  Participant's  consent  if such  distribution  commences
                  prior to the  later of his  Normal  Retirement  Age or age 62.
                  With regard to this required consent:

                                                        62

<PAGE>

                           (1) No consent shall be valid unless the  Participant
                           has  received a general  description  of the material
                           features and an explanation of the relative values of
                           the  optional  forms of benefit  available  under the
                           Plan that would  satisfy the notice  requirements  of
                           Code Section 417.

                           (2) The Participant  must be informed of his right to
                           defer receipt of the  distribution.  If a Participant
                           fails to  consent,  it shall be deemed an election to
                           defer the  commencement  of payment  of any  benefit.
                           However,   any  election  to  defer  the  receipt  of
                           benefits    shall   not   apply   with   respect   to
                           distributions   which  are  required   under  Section
                           6.5(e).

                           (3)  Notice  of  the  rights   specified  under  this
                           paragraph  shall be provided no less than 30 days and
                           no more  than 90 days  before  the  Annuity  Starting
                           Date.

                           Notwithstanding  the above, the Annuity Starting Date
                           may be a date  prior to the date the  explanation  is
                           provided to the Participant if the distribution  does
                           not  commence  until  at  least  30 days  after  such
                           explanation is provided, subject to the waiver of the
                           30-day period as provided for in Section 6.5(a)(5).

                           (4) Consent of the  Participant  to the  distribution
                           must not be made before the Participant  receives the
                           notice and must not be made more than 90 days  before
                           the Annuity Starting Date.

                           (5)  No  consent  shall  be  valid  if a  significant
                           detriment   is   imposed   under   the  Plan  on  any
                           Participant who does not consent to the distribution.

                           Any such distribution may commence less than 30 days,
                  subject to Section 6.5(a)(5),  after the notice required under
                  Regulation  1.411(a)-11(c)  is given,  provided  that: (1) the
                  Administrator   clearly  informs  the  Participant   that  the
                  Participant  has a right to a period of at least 30 days after
                  receiving  the notice to consider  the  decision of whether or
                  not to elect a distribution (and, if applicable,  a particular
                  distribution option), and (2) the Participant, after receiving
                  the notice, affirmatively elects a distribution.

                           (e)  Notwithstanding any provision in the Plan to the
                  contrary,  for Plan Years  beginning  after December 31, 1996,
                  the  distribution of a Participant's  benefits,  whether under
                  the Plan or through the purchase of an annuity contract, shall
                  be made in  accordance  with the  following  requirements  and
                  shall  otherwise  comply with Code Section  401(a)(9)  and the
                  Regulations thereunder (including Regulation  1.401(a)(9)- 2),
                  the provisions of which are incorporated herein by reference:

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<PAGE>

                           (1) A Participant's  benefits shall be distributed or
                           must  begin to be  distributed  to him not later than
                           April 1st of the calendar year following the later of
                           (i)  the  calendar  year  in  which  the  Participant
                           attains age 70 1/2 or (ii) the calendar year in which
                           the Participant  retires from active  employment with
                           the Employer and any Affiliated  Employer,  provided,
                           however, that this clause (ii) shall not apply in the
                           case  of a  Participant  who is a "five  (5)  percent
                           owner" at any time  during the Plan Year  ending with
                           or  within  the  calendar  year in which  such  owner
                           attains age 70 1/2. Such distributions shall be equal
                           to or greater than any required distribution.

                           Alternatively,  distributions  to a Participant  must
                           begin  no  later  than the  applicable  April  lst as
                           determined under the preceding  paragraph and must be
                           made over the life of the  Participant  (or the lives
                           of the Participant and the  Participant's  designated
                           Beneficiary)   or   the   life   expectancy   of  the
                           Participant   (or  the  life   expectancies   of  the
                           Participant   and  his  designated   Beneficiary)  in
                           accordance with Regulations.

                           (2)   Distributions   to  a   Participant   and   his
                           Beneficiaries  shall only be made in accordance  with
                           the  incidental  death benefit  requirements  of Code
                           Section 401(a)(9)(G) and the Regulations thereunder.

                           (f) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse (other than in the
                  case  of  a  life   annuity)  may,  at  the  election  of  the
                  Participant or the  Participant's  spouse,  be redetermined in
                  accordance with Regulations. The election, once made, shall be
                  irrevocable.  If no election is made by the time distributions
                  must commence, then the life expectancy of the Participant and
                  the   Participant's   spouse   shall   not   be   subject   to
                  recalculation.  Life  expectancy  and joint and last  survivor
                  expectancy  shall be computed  using the return  multiples  in
                  Tables V and VI of Regulation 1.72-9.

                           (g) All  annuity  Contracts  under this Plan shall be
                  non-transferable when distributed.  Furthermore,  the terms of
                  any  annuity   Contract   purchased  and   distributed   to  a
                  Participant   or  spouse   shall   comply   with  all  of  the
                  requirements of the Plan.

                           (h)  If a  distribution  is  made  at a  time  when a
                  Participant is not fully Vested in his  Participant's  Account
                  and the Participant may increase the Vested percentage in such
                  account:

                           (1)      a separate account shall be established for
                           the Participant's interest in the Plan as of the time
                           of the distribution; and


                                                        64

<PAGE>

                           (2) at any relevant  time, the  Participant's  Vested
                           portion of the separate  account shall be equal to an
                           amount ("XI") determined by the formula:

                           X equals P(AB plus (R x D)) - (R x D)

                           For purposes of applying the formula: P is the Vested
                           percentage  at the relevant  time,  AB is the account
                           balance  at the  relevant  time,  D is the  amount of
                           distribution,  and R is  the  ratio  of  the  account
                           balance at the relevant  time to the account  balance
                           after distribution.

6.6      DISTRIBUTION OF BENEFITS UPON DEATH

                           (a)  Unless  modified  under  Schedule  6.2 or unless
                  otherwise elected as provided below, a Vested  Participant who
                  dies before the Annuity  Starting Date and who has a surviving
                  spouse shall have the Pre-Retirement  Survivor Annuity paid to
                  his surviving spouse. The Participant's spouse may direct that
                  payment  of the  Pre-  Retirement  Survivor  Annuity  commence
                  within a reasonable period after the  Participant's  death. If
                  the spouse does not so direct,  payment of such  benefit  will
                  commence at the time the  Participant  would have attained the
                  later of his Normal  Retirement  Age or age 62.  However,  the
                  spouse may elect a later  commencement  date. Any distribution
                  to the  Participant's  spouse  shall be  subject  to the rules
                  specified in Section 6.6(g).

                           (b) Any election to waive the Pre-Retirement Survivor
                  Annuity  before  the  Participant's  death must be made by the
                  Participant  in writing  during the election  period and shall
                  require the  spouse's  irrevocable  consent in the same manner
                  provided  for in  Section  6.5(a)(2).  Further,  the  spouse's
                  consent must acknowledge the specific  nonspouse  Beneficiary.
                  Notwithstanding the foregoing,  the nonspouse Beneficiary need
                  not be  acknowledged,  provided  the  consent  of  the  spouse
                  acknowledges  that the spouse  has the right to limit  consent
                  only to a specific Beneficiary and that the spouse voluntarily
                  elects to relinquish such right.

                           (c) The election  period to waive the  Pre-Retirement
                  Survivor Annuity shall begin on the first day of the Plan Year
                  in which the Participant attains age 35 and end on the date of
                  the  Participant's  death.  An earlier  waiver  (with  spousal
                  consent)  may be made  provided a written  explanation  of the
                  Pre-Retirement  Survivor  Annuity is given to the  Participant
                  and such waiver  becomes  invalid at the beginning of the Plan
                  Year in which  the  Participant  turns  age 35. In the event a
                  Vested  Participant   separates  from  service  prior  to  the
                  beginning of the election  period,  the election  period shall
                  begin on the date of such separation from service.

                           (d)      With regard to the election, the
                  Administrator shall provide each Participant within the
                  applicable period, with respect to such Participant (and

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<PAGE>

                  consistent  with  Regulations),  a written  explanation of the
                  Pre-Retirement    Survivor   Annuity   containing   comparable
                  information  to that required  pursuant to Section  6.5(a)(4).
                  For the  purposes  of this  paragraph,  the  term  "applicable
                  period" means, with respect to a Participant, whichever of the
                  following periods ends last:

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

                           (2)      A reasonable period after the individual
                             becomes a Participant;

                           (3) A  reasonable  period  ending  after  the Plan no
                           longer   fully    subsidizes    the   cost   of   the
                           Pre-Retirement  Survivor  Annuity with respect to the
                           Participant;

                           (4)      A reasonable period ending after Code
                           Section 401(a)(11) applies to the Participant; or

                           (5) A reasonable period after separation from service
                           in the case of a  Participant  who  separates  before
                           attaining age 35. For this purpose, the Administrator
                           must  provide  the  explanation  beginning  one  year
                           before the  separation  from  service  and ending one
                           year after  such  separation.  If such a  Participant
                           thereafter  returns to employment  with the Employer,
                           the applicable  period for such Participant  shall be
                           redetermined.

                                    For   purposes  of  applying   this  Section
                  6.6(d), a reasonable period ending after the enumerated events
                  described in paragraphs (2), (3) and (4) is the end of the two
                  year  period   beginning  one  year  prior  to  the  date  the
                  applicable event occurs, and ending one year after that date.

                           (e)  If the  aggregate  value  of  the  Participant's
                  account   balance   derived   from   Employer   and   Employee
                  contributions  does not exceed  $5,000  ($3,500 for Plan Years
                  beginning prior to August 6, 1997) and the Participant has not
                  previously commenced a periodic distribution form for which at
                  least one scheduled  periodic  distribution is yet to be made,
                  the Administrator  shall direct the immediate  distribution of
                  the present value of the  Pre-Retirement  Survivor  Annuity to
                  the  Participant's  spouse.  No distribution may be made under
                  the preceding  sentence after the Annuity Starting Date unless
                  the spouse  consents in writing.  If the value exceeds  $5,000
                  ($3,500 for Plan Years  beginning  prior to August 6, 1997) or
                  the   Participant   has   previously   commenced   a  periodic
                  distribution  form for which at least one  scheduled  periodic
                  distribution  is yet to be made, an immediate  distribution of
                  the entire amount of the  Pre-Retirement  Survivor Annuity may
                  be made  to the  surviving  spouse,  provided  such  surviving
                  spouse consents in writing to such distribution. Any

                                                        66

<PAGE>

                  written consent required under this paragraph must be obtained
                  not more than 90 days before  commencement of the distribution
                  and  shall  be  made  in  a  manner  consistent  with  Section
                  6.5(a)(2).

                           (f) (1) To the extent  the death  benefit is not paid
                           in the form of a Pre- Retirement Survivor Annuity, it
                           shall be paid to the Participant's Beneficiary by one
                           of  the   following   methods,   as  elected  by  the
                           Participant (or if no election has been made prior to
                           the Participant's death, by his Beneficiary), subject
                           to the rules specified in Section 6.6(g):

                                    (i) One lump-sum  payment in cash or, to the
                                    extent  of  any  whole   units  of  Employer
                                    securities held in the Participant's account
                                    at the time of distribution,  in the form of
                                    Employer securities.

                                    (ii)   Payment   in   monthly,    quarterly,
                                    semi-annual,  or  annual  cash  installments
                                    over  a  period  to  be  determined  by  the
                                    Participant   or  his   Beneficiary.   After
                                    periodic    installments    commence,    the
                                    Beneficiary  shall  have the right to direct
                                    the  Trustee to reduce the period over which
                                    such  periodic  installments  shall be made,
                                    and the Trustee shall adjust the cash amount
                                    of such periodic installments accordingly.

                                    (iii)  Purchase of or  providing an annuity.
                                    However,  the  annuity  may not be in a form
                                    that will provide for payments over a period
                                    extending  beyond the life of the designated
                                    Beneficiary.

                           (2) In the event the death benefit  payable  pursuant
                           to Section 6.2 is payable in installments, then, upon
                           the death of the Participant,  the  Administrator may
                           direct the  Trustee to  segregate  the death  benefit
                           into a separate account, and the Trustee shall invest
                           such  segregated  account  separately,  and the funds
                           accumulated  in such  account  shall  be used for the
                           payment of the installments.

                           (g)  Notwithstanding any provision in the Plan to the
                  contrary,  distributions upon the death of a Participant shall
                  be made in  accordance  with the  following  requirements  and
                  shall  otherwise  comply with Code Section  401(a)(9)  and the
                  Regulations  thereunder.  If the death  benefit is paid in the
                  form of a Pre- Retirement Survivor Annuity, then distributions
                  to the  Participant's  surviving  spouse  must  commence on or
                  before the later of: (1) December  31st of the  calendar  year
                  immediately   following   the  calendar   year  in  which  the
                  Participant died; or (2) December 31st of the calendar year in
                  which the Participant would have attained age 70 1/2. If it is
                  determined  pursuant to Regulations that the distribution of a
                  Participant's  interest  has  begun and the  Participant  dies
                  before his entire  interest has been  distributed  to him, the
                  remaining portion of such interest shall be distributed at

                                                        67

<PAGE>

                  least as rapidly as under the method of distribution  selected
                  pursuant  to  Section  6.5  as of  his  date  of  death.  If a
                  Participant   dies   before  he  has  begun  to  receive   any
                  distributions  of  his  interest  under  the  Plan  or  before
                  distributions are deemed to have begun pursuant to Regulations
                  (and  distributions  are  not  to be  made  in the  form  of a
                  Pre-Retirement Survivor Annuity), then his death benefit shall
                  be  distributed to his  Beneficiaries  by December 31st of the
                  calendar  year in which the fifth  anniversary  of his date of
                  death occurs.

                                    However, the 5-year distribution requirement
                  of the preceding  paragraph  shall not apply to any portion of
                  the deceased Participant's interest which is payable to or for
                  the benefit of a designated  Beneficiary.  In such event, such
                  portion  may,  at the  election  of the  Participant  (or  the
                  Participant's  designated Beneficiary) be distributed over the
                  life of such  designated  Beneficiary  (or over a  period  not
                  extending  beyond  the  life  expectancy  of  such  designated
                  Beneficiary)  provided such distribution begins not later than
                  December 31st of the calendar year  immediately  following the
                  calendar year in which the Participant died.  However,  in the
                  event the Participant's  spouse  (determined as of the date of
                  the Participant's  death) is his Beneficiary,  the requirement
                  that distributions commence within one year of a Participant's
                  death shall not apply.  In lieu  thereof,  distributions  must
                  commence on or before the later of: (1)  December  31st of the
                  calendar year immediately following the calendar year in which
                  the  Participant  died;  or (2) December  31st of the calendar
                  year in which the Participant  would have attained age 70 1/2.
                  If the  surviving  spouse  dies before  distributions  to such
                  spouse begin, then the 5-year distribution requirement of this
                  Section shall apply as if the spouse was the Participant.

                           (h) For purposes of Section 6.6(g), the election by a
                  designated   Beneficiary   to  be  excepted  from  the  5-year
                  distribution  requirement  must be made no later than December
                  31st of the calendar  year  following the calendar year of the
                  Participant's  death.  Except,  however,  with  respect  to  a
                  designated  Beneficiary  who  is the  Participant's  surviving
                  spouse,  the  election  must be made by the  earlier  of:  (1)
                  December 31st of the calendar year  immediately  following the
                  calendar year in which the Participant  died or, if later, the
                  calendar year in which the Participant would have attained age
                  70 1/2;  or (2)  December  31st  of the  calendar  year  which
                  contains   the   fifth   anniversary   of  the   date  of  the
                  Participant's  death. An election by a designated  Beneficiary
                  must be in writing and shall be irrevocable as of the last day
                  of the election  period  stated  herein.  In the absence of an
                  election by the Participant or a designated  Beneficiary,  the
                  5-year distribution requirement shall apply.

                           (i) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse (other than in the
                  case  of  a  life   annuity)  may,  at  the  election  of  the
                  Participant or the  Participant's  spouse,  be redetermined in
                  accordance with Regulations. The election, once made, shall be
                  irrevocable. If no election is made

                                                        68

<PAGE>

                  by  the  time  distributions  must  commence,  then  the  life
                  expectancy of the  Participant  and the  Participant's  spouse
                  shall not be subject to  recalculation.  Life  expectancy  and
                  joint and last survivor expectancy shall be computed using the
                  return multiples in Tables V and VI of Regulation 1.72-9.

6.7      TIME OF SEGREGATION OR DISTRIBUTION

                  Except  as  limited  by  Sections  6.5 and 6.6,  whenever  the
Trustee  is to make a  distribution  or to  commence  a series of  payments  the
distribution may be made or begun as soon as is practicable.  However,  unless a
Former  Participant  elects in writing to defer the  receipt of  benefits  (such
election may not result in a death  benefit that is more than  incidental),  the
payment of  benefits  shall begin not later than the 60th day after the close of
the Plan Year in which the latest of the following  events occurs:  (a) the date
on which the Participant  attains the earlier of age 65 or the Normal Retirement
Age  specified  herein;  (b) the  10th  anniversary  of the  year in  which  the
Participant commenced participation in the Plan; or (c) the date the Participant
terminates his service with the Employer.

6.8      DISTRIBUTION FOR MINOR BENEFICIARY

                  In the event a distribution is to be made to a minor, then the
Administrator  may direct that such  distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary  maintains his residence,  or to the custodian for such  Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said  Beneficiary  resides.  Such a payment to
the legal  guardian,  custodian  or parent of a minor  Beneficiary  shall  fully
discharge  the Trustee,  Employer,  and Plan from  further  liability on account
thereof.

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

                  If all,  or any  portion,  of the  distribution  payable  to a
Participant  or  his   Beneficiary   hereunder   shall,  at  the  later  of  the
Participant's  attainment of age 62 or his Normal  Retirement Age, remain unpaid
solely  by  reason  of the  inability  of the  Administrator,  after  sending  a
registered  letter,  return receipt  requested,  to the last known address,  and
after further diligent  effort,  to ascertain the whereabouts of the Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant  to the Plan.  In the event a  Participant  or  Beneficiary  is located
subsequent  to his benefit  being  reallocated,  the  benefit  shall be restored
unadjusted  for  earnings  or losses  and shall not count as an Annual  Addition
under Section 415 of the Code.

6.10     PRE-RETIREMENT DISTRIBUTION

                           (a)  Prior  to  termination  of  employment  with the
                  Employer or Afiliated  Employer,  if a Participant  shall have
                  attained the age of 59 1/2 years,  the  Administrator,  at the
                  election  of the  Participant,  shall  direct  the  Trustee to
                  distribute

                                                        69

<PAGE>

                  all or a portion of the amount then  credited to the  accounts
                  maintained  on  behalf  of  the   Participant.   However,   no
                  distribution from a Participant's Account shall occur prior to
                  the Participant  attaining 100% vesting.  If the Administrator
                  makes such a distribution,  the Participant  shall continue to
                  be  eligible to  participate  in the Plan on the same basis as
                  any other  Employee.  Any  distribution  made pursuant to this
                  Section shall be made in a manner consistent with Section 6.5,
                  including,   but  not  limited  to,  all  notice  and  consent
                  requirements  of  Code  Sections  417 and  411(a)(11)  and the
                  Regulations thereunder.

                                    Distributions from a Participant's  Elective
                  Account  shall  not be  permitted  prior to the  Participant's
                  termination of employment with the Employer and any Affiliated
                  Employer  or the  Participant  attaining  age 59 1/2 except as
                  otherwise permitted under the terms of the Plan.

                           (b) In addition to Section 6.10(a),  above,  prior to
                  termination of employment with the Employer and any Affiliated
                  Employer,  Participants who had account balances under certain
                  other  qualified  plans which were  merged  with and into,  or
                  transferred  (other  than by a  direct  or  indirect  rollover
                  transfer) to, this Plan have  additional  distribution  rights
                  applicable to accrued  benefits  attributable to the merged or
                  transferred account as provided under this Section 6.10(b).

                           (1) A Participant who had an account under the former
                           Bertek,   Inc.   Profit  Sharing  401(k)  Plan,  last
                           maintained by Mylan  Technologies Inc., which account
                           was merged with and into, or transferred  (other than
                           by a direct or indirect  rollover  transfer) to, this
                           Plan on April 1,  2000,  may  elect to  withdraw  the
                           following:

                                    (i) at any  time,  in a lump  sum,  all or a
                                    portion  of  the   Participant's   voluntary
                                    (after-tax)   contributions  and  a  prorata
                                    share of the earnings which were transferred
                                    to this Plan as of April 1, 2000;

                                    (ii)  after  the   Participant   shall  have
                                    attained the age of 59 1/2 years, all or any
                                    portion   of  the   Participant's   Combined
                                    Account which is  attributable to a rollover
                                    and related  earnings  previously held under
                                    the Bertek,  Inc. Profit Sharing 401(k) Plan
                                    and which were  transferred  to this Plan as
                                    of April 1, 2000; and

                                    (iii)  after  the  Participant   shall  have
                                    attained the age of 59 1/2 years, all or any
                                    portion   of  the   Participant's   Elective
                                    Account  which is  attributable  to elective
                                    deferrals  which  were  transferred  to this
                                    Plan as of April 1, 2000.

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                           Distributions  under this Section  6.10(b)(1)  may be
                           made even if the Participant is less than 100% vested
                           in any other  portion of the  Participant's  Combined
                           Account.

                           (2) A Participant who had an account under the former
                           UDL Laboratories,  Inc. 401(k) & Profit Sharing Plan,
                           last  maintained  by UDL  Laboratories,  Inc.,  which
                           account  was  merged  with and into,  or  transferred
                           (other  than  by  a  direct  or   indirect   rollover
                           transfer)  to, this Plan on April 1, 2000,  may elect
                           to withdraw the following:

 .
                                    (i) at any time,  in a lump sum,  all or any
                                    portion   of  the   Participant's   Combined
                                    Account which is  attributable to a rollover
                                    and related  earnings  previously held under
                                    the UDL  Laboratories,  Inc. 401(k) & Profit
                                    Sharing Plan and which were  transferred  to
                                    this Plan as of April 1, 2000; and

                                    (ii)  after  the   Participant   shall  have
                                    attained the age of 59 1/2 years, all or any
                                    portion   of  the   Participant's   Combined
                                    Account  which is  attributable  to  amounts
                                    which  were  transferred  to this Plan as of
                                    April 1, 2000.

                           Distributions  under this Section  6.10(b)(2)  may be
                           made even if the Participant is less than 100% vested
                           in any other  portion of the  Participant's  Combined
                           Account.

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP

                           (a)  The  Administrator,   at  the  election  of  the
                  Participant,  shall  direct the Trustee to  distribute  to any
                  Participant  in any one Plan Year up to the  lesser of 100% of
                  the    Participants    Voluntary     Contributions    Account,
                  Participant's  Rollover  Account  and  Participant's  Elective
                  Account  (excluding  amounts   attributable  to  the  Employer
                  contribution made pursuant to Section 4.1(b)) valued as of the
                  last  Valuation  Date or the amount  necessary  to satisfy the
                  immediate and heavy  financial  need of the  Participant.  Any
                  distribution  made pursuant to this Section shall be deemed to
                  be made as of the first day of the Plan Year or, if later, the
                  Valuation Date immediately preceding the date of distribution,
                  and  the  Participant's   Voluntary   Contributions   Account,
                  Participant's  Rollover  Account  and  Participant's  Elective
                  Account,  in that  order,  shall  be  reduced  accordingly.  A
                  withdrawal under this Section must be in an amount of at least
                  $1,000  and is deemed to be on  account  of an  immediate  and
                  heavy  financial need of the  Participant if the withdrawal is
                  for:

                           (1)      Expenses for medical care described in Code
                           Section 213(d) previously incurred by the
                           Participant, his spouse, or any of his dependents

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<PAGE>

                           (as defined in Code Section 152) or necessary for
                           these persons to obtain medical care;

                           (2)      The costs directly related to the purchase
                           of a principal residence for the Participant
                           (excluding mortgage payments);

                           (3) Payment of tuition, related educational fees, and
                           room and  board  expenses  for the next  twelve  (12)
                           months   of   post-secondary    education   for   the
                           Participant, his spouse, children, or dependents; or

                           (4) Payments necessary to prevent the eviction of the
                           Participant   from   his   principal   residence   or
                           foreclosure  on the  mortgage  of  the  Participant's
                           principal residence.

                           (b) No  distribution  shall be made  pursuant to this
                  Section unless the Administrator, based upon the Participant's
                  representation  and  such  other  facts  as are  known  to the
                  Administrator, determines that all of the following conditions
                  are satisfied:

                           (1) The  distribution  is not in excess of the amount
                           of the  immediate  and  heavy  financial  need of the
                           Participant.  The amount of the  immediate  and heavy
                           financial  need may include 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 distributions, and all nontaxable
                           (at the time of the loan) loans  currently  available
                           under all plans maintained by the Employer;

                           (3) The Plan,  and all other plans  maintained by the
                           Employer,  provide  that the  Participant's  elective
                           deferrals and voluntary  Employee  contributions will
                           be  suspended  for at least  twelve (12) months after
                           receipt  of  the   hardship   distribution   or,  the
                           Participant,   pursuant  to  a  legally   enforceable
                           agreement,  will suspend his elective  deferrals  and
                           voluntary Employee  contributions to the Plan and all
                           other plans  maintained  by the Employer for at least
                           twelve  (12)  months  after  receipt of the  hardship
                           distribution; and

                           (4) The Plan,  and all other plans  maintained by the
                           Employer,  provide that the  Participant may not make
                           elective deferrals for the Participant's taxable year
                           immediately   following   the  taxable  year  of  the
                           hardship  distribution  in excess  of the  applicable
                           limit under Code Section 402(g) for such next taxable
                           year less the amount of such  Participant's  elective
                           deferrals  for  the  taxable  year  of  the  hardship
                           distribution.

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<PAGE>

                           (c) Notwithstanding the above, distributions from the
                  Participant's  Elective Account pursuant to this Section shall
                  be  limited,   as  of  the  date  of   distribution,   to  the
                  Participant's  Elective Account as of the end of the last Plan
                  Year ending before July 1, 1989, plus the total  Participant's
                  Deferred  Compensation  after such date, reduced by the amount
                  of any previous  distributions  from that account  pursuant to
                  this Section and Section 6.10.

                           (d) Any  distribution  made  pursuant to this Section
                  shall  be  made in a  manner  which  is  consistent  with  and
                  satisfies the  provisions of Section 6.5,  including,  but not
                  limited  to,  all  notice  and  consent  requirements  of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder.

                           (e) If a Participant requests a withdrawal under this
                  Section, the Participant's  Voluntary Contribution Account, if
                  any, shall be withdrawn in the following sequence:

                           (1)  Part  or  all  of  the  Participant's  voluntary
                           contributions   made  before   January  1,  1987  not
                           previously withdrawn, which shall have been allocated
                           to  a  subaccount  of  the  Participant's   Voluntary
                           Contribution    Account   for   pre-1987    after-tax
                           contributions,  but not more than the  current  value
                           thereof;

                           (2)  Upon the  withdrawal  of all  amounts  withdrawn
                           pursuant  to (1),  part  or all of the  Participant's
                           voluntary  contributions made after December 31, 1986
                           not  previously  withdrawn,  but not  more  than  the
                           current  value  thereof  together  with the  share of
                           accumulated income,  gains and losses attributable to
                           the   Participant's    voluntary   contributions   so
                           distributed   (determined   at   the   time   of  the
                           distribution); and

                           (3) Upon the  withdrawal of all amounts  withdrawable
                           pursuant   to   Sections   6.11(e)(1)   and  (2),   a
                           Participant   may   withdraw   part  or  all  of  the
                           accumulated   income,   gains   and   losses  on  the
                           Participant's   Voluntary  Contribution  Account  not
                           previously withdrawn.

                           The amount of  accumulated  income,  gains and losses
                  attributable  to  the   distribution   of  the   Participant's
                  voluntary contributions made after December 31, 1986, pursuant
                  to Section 6.11(e)(2),  shall be determined by multiplying the
                  sum  distributed by a fraction,  the numerator of which is the
                  difference,  determined  immediately  before the distribution,
                  between   the   value  of  the   post-1986   portion   of  the
                  Participant's Voluntary Contribution Account and the post-1986
                  Participant's voluntary contributions,  and the denominator of
                  which  is  the  value  of  the   post-1986   portion   of  the
                  Participant's   Voluntary   Contribution  Account  immediately
                  before   the   distribution.   "Post-1986   portion   of   the
                  Participant's   voluntary   contributions"   shall   refer  to
                  Participant  voluntary  contributions  made after December 31,
                  1986, and

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<PAGE>

                  "post-1986 portion of the Participant's Voluntary Contribution
                  Account"  shall refer to  voluntary  contributions  made after
                  December 31, 1986 and the accumulated income, gains and losses
                  thereon.

6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

                  All rights and benefits,  including  elections,  provided to a
Participant  in this  Plan  shall  be  subject  to the  rights  afforded  to any
"alternate payee" under a "qualified domestic relations order."  Furthermore,  a
distribution to an "alternate  payee" shall be permitted if such distribution is
authorized  by a  "qualified  domestic  relations  order,"  even if the affected
Participant  has not  separated  from service and has not reached the  "earliest
retirement  age" under the Plan.  For the purposes of this  Section,  "alternate
payee,"  "qualified  domestic  relations  order" and "earliest  retirement age,"
shall have the meaning set forth under Code Section 414(p).

6.13     DIRECT ROLLOVER

                           (a)  Notwithstanding any provision of the Plan to the
                  contrary that would otherwise  limit a distributee's  election
                  under this Section,  a distributes  may elect, at the time and
                  in the manner  prescribed  by the  Administrator,  to have any
                  portion of an eligible rollover  distribution that is equal to
                  at least $500 paid  directly  to an eligible  retirement  plan
                  specified by the distributee in a direct rollover.

                           (b)      For purposes of this Section the following
                  definitions shall apply:

                           (1)  An  eligible   rollover   distribution   is  any
                           distribution  of all or any portion of the balance to
                           the  credit  of  the  distributee,   except  that  an
                           eligible rollover  distribution does not include: any
                           distribution that is one of a series of substantially
                           equal  periodic  payments (not less  frequently  than
                           annually)  made for the life (or life  expectancy) of
                           the  distributee  or the joint  lives (or joint  life
                           expectancies)    of   the    distributee    and   the
                           distributee's   designated  beneficiary,   or  for  a
                           specified   period   of  ten   years  or  more;   any
                           distribution  to  the  extent  such  distribution  is
                           required under Code Section 401(a)(9); the portion of
                           any  other  distribution  that is not  includible  in
                           gross  income  (determined   without  regard  to  the
                           exclusion  for  net  unrealized   appreciation   with
                           respect  to  employer   securities);   any   hardship
                           distribution     described     in    Code     Section
                           401(k)(2)(B)(i)(IV);  and any other distribution that
                           is reasonably expected to total less than $200 during
                           a year.

                           (2) An  eligible  retirement  plan  is an  individual
                           retirement  account described in Code Section 408(a),
                           an individual  retirement  annuity  described in Code
                           Section  408(b),  an annuity  plan  described in Code
                           Section  403(a),  or a qualified  trust  described in
                           Code Section 401(a),  that accepts the  distributee's
                           eligible rollover distribution.  However, in the case
                           of an eligible

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<PAGE>

                           rollover  distribution  to the surviving  spouse,  an
                           eligible retirement plan is an individual  retirement
                           account or individual retirement annuity.

                           (3) A  distributee  includes  an  Employee  or former
                           Employee.  In  addition,  the  Employee's  or  former
                           Employee's  surviving  spouse and the  Employee's  or
                           former  Employee's spouse or former spouse who is the
                           alternate payee under a qualified  domestic relations
                           order,  as  defined  in  Code  Section  414(p),   are
                           distributees  with  regard  to  the  interest  of the
                           spouse or former spouse.

                           (4)      A direct rollover is a payment by the Plan
                           to the eligible retirement plan specified by the
                           distributee.

                                                    ARTICLE VII
                                     AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1      AMENDMENT

                           (a) The Employer  shall have the right at any time to
                  amend the Plan,  subject to the  limitations  of this Section.
                  However,  any amendment  which  affects the rights,  duties or
                  responsibilities of the Trustee and Administrator,  other than
                  an amendment to remove the Trustee or Administrator,  may only
                  be  made  with  the  Trustee's  and  Administrator's   written
                  consent. Any such amendment shall become effective as provided
                  therein upon its execution.  The Trustee shall not be required
                  to execute  any such  amendment  unless  the Trust  provisions
                  contained  herein  are a part of the  Plan  and the  amendment
                  affects the duties of the Trustee hereunder.

                           (b) No amendment to the Plan shall be effective if it
                  authorizes  or permits  any part of the Trust Fund (other than
                  such  part as is  required  to pay  taxes  and  administration
                  expenses) to be used for or diverted to any purpose other than
                  for  the  exclusive  benefit  of  the  Participants  or  their
                  Beneficiaries  or  estates;  or causes  any  reduction  in the
                  amount credited to the account of any  Participant;  or causes
                  or  permits  any  portion  of the  Trust  Fund to revert to or
                  become property of the Employer.

                           (c)  Except  as  permitted  by  Regulations,  no Plan
                  amendment or transaction having the effect of a Plan amendment
                  (such as a merger, plan transfer or similar transaction) shall
                  be  effective  to the  extent it  eliminates  or  reduces  any
                  "Section  411(d)(6)  protected  benefit"  or adds or  modifies
                  conditions  relating to "Section 411(d)(6) protected benefits"
                  the result of which is a further  restriction  on such benefit
                  unless such  protected  benefits are preserved with respect to
                  benefits  accrued  as of the  later  of the  adoption  date or
                  effective date of the amendment.  "Section 411(d)(6) protected
                  benefits" are benefits described in Code Section

                                                        75

<PAGE>

                  411(d)(6)(A), early retirement benefits and retirement-type
                  subsidies, and optional forms of benefit.

7.2      TERMINATION

                           (a) The Employer  shall have the right at any time to
                  terminate   the  Plan  by   delivering   to  the  Trustee  and
                  Administrator  written  notice of such  termination.  Upon any
                  full or  partial  termination,  all  amounts  credited  to the
                  affected  Participants'  Combined  Accounts  shall become 100%
                  Vested as provided in Section 6.4 and shall not  thereafter be
                  subject to forfeiture,  and all  unallocated  amounts shall be
                  allocated to the accounts of all  Participants  in  accordance
                  with the provisions hereof.

                           (b)  Upon  the  full  termination  of the  Plan,  the
                  Employer  shall direct the  distribution  of the assets of the
                  Trust Fund to  Participants  in a manner  which is  consistent
                  with  and   satisfies   the   provisions   of   Section   6.5.
                  Distributions  to a  Participant  shall be made in cash or, to
                  the extent of any whole units of Employer  securities  held in
                  the Participant's account at the time of distribution,  in the
                  form of  Employer  securities,  or  through  the  purchase  of
                  irrevocable   nontransferable  deferred  commitments  from  an
                  insurer.  Except as permitted by Regulations,  the termination
                  of the Plan  shall not  result in the  reduction  of  "Section
                  411(d)(6)  protected  benefits"  in  accordance  with  Section
                  7.1(c).

7.3      MERGER OR CONSOLIDATION

                  This Plan may be merged or  consolidated  with,  or its assets
and/or  liabilities  may be  transferred to any other plan and trust only if the
benefits  which would be received by a Participant of this Plan, in the event of
a  termination  of  the  plan  immediately   after  such  transfer,   merger  or
consolidation,  are at least equal to the  benefits the  Participant  would have
received if the Plan had terminated  immediately before the transfer,  merger or
consolidation,  and such transfer,  merger or  consolidation  does not otherwise
result in the  elimination  or  reduction of any  "Section  411(d)(6)  protected
benefits" in accordance with Section 7.1(c).

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<PAGE>

7.4      LOANS TO PARTICIPANTS

                           (a) The  Trustee  may, in the  Trustee's  discretion,
                  make  loans  to  Participants  and  Beneficiaries   under  the
                  following circumstances:  (1) loans shall be made available to
                  all Participants and Beneficiaries on a reasonably  equivalent
                  basis;  (2)  loans  shall  not be  made  available  to  Highly
                  Compensated  Employees  in an amount  greater  than the amount
                  made available to other  Participants and  Beneficiaries;  (3)
                  loans  shall bear a  reasonable  rate of  interest;  (4) loans
                  shall  be  adequately  secured;  and  (5)  shall  provide  for
                  repayment over a reasonable period of time.

                           (b) Loans made  pursuant to this Section  (when added
                  to the outstanding balance of all other loans made by the Plan
                  to the Participant) shall be limited to the lesser of:

                           (1)  $50,000  reduced  by the  excess (if any) of the
                           highest outstanding balance of loans from the Plan to
                           the Participant  during the one year period ending on
                           the day  before  the date on which such loan is made,
                           over the  outstanding  balance of loans from the Plan
                           to the Participant on the date on which such loan was
                           made, or

                           (2)      one-half (1/2) of the present value of the
                           non-forfeitable accrued benefit of the Participant
                           under the Plan.

                                    For purposes of this limit, all plans of the
                  Employer shall be considered one plan.

                           (c) Loans shall provide for level  amortization  with
                  payments to be made not less  frequently than quarterly over a
                  period not to exceed  five (5) years.  However,  loans used to
                  acquire any dwelling unit which,  within a reasonable time, is
                  to be used  (determined  at the  time  the  loan is made) as a
                  principal  residence  of the  Participant  shall  provide  for
                  periodic  repayment over a reasonable  period of time that may
                  exceed five (5) years. For this purpose, a principal residence
                  has the same  meaning  as a  principal  residence  under  Code
                  Section 1034.  Loan  repayments  will be suspended  under this
                  Plan as permitted under Code Section 414(u)(4).

                           (d) Any loan made  pursuant to this Section where the
                  Vested interest of the Participant is used to secure such loan
                  shall require the written consent of the Participant's  spouse
                  in a manner  consistent with Section  6.5(a)(1).  Such written
                  consent must be obtained within the 90-day period prior to the
                  date the loan is made.  However,  no spousal  consent shall be
                  required  under this  paragraph if the total  accrued  benefit
                  subject to the security is not in excess of $5,000 ($3,500 for
                  Plan Years beginning prior to August 6, 1997).

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<PAGE>

                           (e)  Any  loans  granted  or  renewed  shall  be made
                  pursuant to a Participant  loan program.  The Participant loan
                  program is contained in Schedule 7.4, which is attached hereto
                  and hereby  incorporated  by reference  and made a part of the
                  Plan.

                                                   ARTICLE VIII
                                                     TOP HEAVY

8.1      TOP HEAVY PLAN REQUIREMENTS

                  For any Top  Heavy  Plan  Year,  the Plan  shall  provide  the
special  vesting  requirements of Code Section 416(b) pursuant to Section 6.4 of
the Plan and the special minimum allocation  requirements of Code Section 416(c)
pursuant to Section 4.4 of the Plan.

8.2      DETERMINATION OF TOP HEAVY STATUS

                           (a)      This Plan shall be a Top Heavy Plan for any
                  Plan Year in which, as of the Determination Date,

                           (1) the  Present  Value of  Accrued  Benefits  of Key
                           Employees and (2) the sum of the  Aggregate  Accounts
                           of Key Employees  under this Plan and all plans of an
                           Aggregation Group, exceeds sixty percent (60%) of the
                           Present  Value of Accrued  Benefits and the Aggregate
                           Accounts of all Key and Non- Key Employees under this
                           Plan and all plans of an Aggregation Group.

                                    If any Participant is a Non-Key Employee for
                  any Plan Year, but such Participant was a Key Employee for any
                  prior Plan Year, such  Participant's  Present Value of Accrued
                  Benefit and/or  Aggregate  Account  balance shall not be taken
                  into account for purposes of determining  whether this Plan is
                  a  Top  Heavy  or  Super  Top  Heavy  Plan  (or   whether  any
                  Aggregation  Group  which  includes  this  Plan is a Top Heavy
                  Group).  In addition,  if a Participant or Former  Participant
                  has not  performed  any services for any Employer  maintaining
                  the Plan at any time during the five year period ending on the
                  Determination  Date, any accrued benefit for such  Participant
                  or Former  Participant shall not be taken into account for the
                  purposes of  determining  whether  this Plan is a Top Heavy or
                  Super Top Heavy Plan.

                           (b) This Plan shall be a Super Top Heavy Plan for any
                  Plan  Year in  which,  as of the  Determination  Date  (1) the
                  Present Value of Accrued Benefits of Key Employees and (2) the
                  sum of the Aggregate Accounts of Key Employees under this Plan
                  and all plans of an Aggregation Group,  exceeds ninety percent
                  (90%)  of the  Present  Value  of  Accrued  Benefits  and  the
                  Aggregate  Accounts  of all Key and Non- Key  Employees  under
                  this Plan and all plans of an Aggregation Group.

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<PAGE>

                           (c)      Aggregate Account: A Participant's Aggregate
                  Account as of the Determination Date is the sum of:

                           (1) his Participant's  Combined Account balance as of
                           the most recent  valuation  occurring within a twelve
                           (12) month period ending on the Determination Date;

                           (2) an adjustment for any contributions due as of the
                           Determination  Date.  Such  adjustment  shall  be the
                           amount of any  contributions  actually made after the
                           Valuation Date but due on or before the Determination
                           Date,  except  for the  first  Plan  Year  when  such
                           adjustment  shall  also  reflect  the  amount  of any
                           contributions  made after the Determination Date that
                           are allocated as of a date in that first Plan Year.

                           (3) any Plan  distributions made within the Plan Year
                           that  includes the  Determination  Date or within the
                           four (4) preceding Plan Years.  However,  in the case
                           of  distributions  made after the Valuation  Date and
                           prior to the Determination  Date, such  distributions
                           are not  included  as  distributions  for  top  heavy
                           purposes  to the extent that such  distributions  are
                           already  included  in  the  Participant's   Aggregate
                           Account   balance   as   of   the   Valuation   Date.
                           Notwithstanding  anything herein to the contrary, all
                           distributions,   including   distributions   under  a
                           terminated  plan which if it had not been  terminated
                           would  have  been  required  to  be  included  in  an
                           Aggregation   Group,   will  be   counted.   Further,
                           distributions from the Plan (including the cash value
                           of  life  insurance   policies)  of  a  Participant's
                           account  balance because of death shall be treated as
                           a distribution for the purposes of this paragraph.

                           (4) any Employee contributions,  whether voluntary or
                           mandatory.   However,  amounts  attributable  to  tax
                           deductible qualified voluntary employee contributions
                           shall  not  be   considered  to  be  a  part  of  the
                           Participant's Aggregate Account balance.

                           (5)  with   respect  to   unrelated   rollovers   and
                           plan-to-plan transfers (ones which are both initiated
                           by the  Employee and made from a plan  maintained  by
                           one  employer  to  a  plan   maintained   by  another
                           employer),  if this Plan  provides  the  rollovers or
                           plan-to-plan transfers, it shall always consider such
                           rollovers or plan-to-plan transfers as a distribution
                           for the purposes of this Section. If this Plan is the
                           plan  accepting   such   rollovers  or   plan-to-plan
                           transfers,  it shall not consider  such  rollovers or
                           plan-to-plan  transfers as part of the  Participant's
                           Aggregate Account balance.

                           (6)      with respect to related rollovers and
                           plan-to-plan transfers (ones either not initiated by
                           the Employee or made to a plan maintained by the same

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<PAGE>

                           employer),  if this Plan  provides  the  rollover  or
                           plan-to-plan  transfer,  it shall not be counted as a
                           distribution  for purposes of this  Section.  If this
                           Plan  is  the  plan   accepting   such   rollover  or
                           plan-to-plan   transfer,   it  shall   consider  such
                           rollover  or  plan-to-plan  transfer  as  part of the
                           Participant's Aggregate Account balance, irrespective
                           of the date on which such  rollover or plan-to-  plan
                           transfer is accepted.

                           (7) For  the  purposes  of  determining  whether  two
                           employers  are to be treated as the same  employer in
                           (5) and (6) above,  all  employers  aggregated  under
                           Code Section 414(b),  (c), (m) and (o) are treated as
                           the same employer.

                           (d)      "Aggregation Group" means either a Required
                  Aggregation Group or a Permissive Aggregation Group as
                  hereinafter determined.

                           (1) Required  Aggregation  Group:  In  determining  a
                           Required  Aggregation  Group hereunder,  each plan of
                           the Employer in which a Key Employee is a participant
                           in the Plan Year containing the Determination Date or
                           any of the four preceding Plan Years,  and each other
                           plan of the Employer  which enables any plan in which
                           a Key Employee  participates to meet the requirements
                           of Code  Sections  401(a)(4) or 410, will be required
                           to be  aggregated.  Such  group  shall  be known as a
                           Required Aggregation Group.

                           In the case of a  Required  Aggregation  Group,  each
                           plan in the group will be considered a Top Heavy Plan
                           if the  Required  Aggregation  Group  is a Top  Heavy
                           Group. No plan in the Required Aggregation Group will
                           be  considered  a Top  Heavy  Plan  if  the  Required
                           Aggregation Group is not a Top Heavy Group.

                           (2) Permissive  Aggregation  Group:  The Employer may
                           also  include  any  other  plan  not  required  to be
                           included in the Required Aggregation Group,  provided
                           the resulting group, taken as a whole, would continue
                           to satisfy the provisions of Code Sections  401(a)(4)
                           and 410.  Such group  shall be known as a  Permissive
                           Aggregation Group.

                           In the case of a Permissive Aggregation Group, only a
                           plan that is part of the Required  Aggregation  Group
                           will be considered a Top Heavy Plan if the Permissive
                           Aggregation  Group is a Top Heavy  Group.  No plan in
                           the Permissive Aggregation Group will be considered a
                           Top Heavy Plan if the Permissive Aggregation Group is
                           not a Top Heavy Group.

                           (3) Only  those  plans of the  Employer  in which the
                           Determination  Dates fall  within  the same  calendar
                           year  shall  be  aggregated  in  order  to  determine
                           whether such plans are Top Heavy Plans.

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                           (4) An Aggregation Group shall include any terminated
                           plan of the Employer if it was maintained  within the
                           last five (5) years ending on the Determination Date.

                           (e)  "Determination  Date"  means (a) the last day of
                  the preceding  Plan Year, or (b) in the case of the first Plan
                  Year, the last day of such Plan Year.

                           (f) Present Value of Accrued Benefit:  In the case of
                  a defined  benefit plan, the Present Value of Accrued  Benefit
                  for a  Participant  other  than a Key  Employee,  shall  be as
                  determined  using the single accrual method used for all plans
                  of the Employer and Affiliated Employers, or if no such single
                  method  exists,  using a  method  which  results  in  benefits
                  accruing  not more  rapidly  than  the  slowest  accrual  rate
                  permitted under Code Section  411(b)(1)(C).  The determination
                  of the Present Value of Accrued Benefit shall be determined as
                  of the most recent  Valuation  Date that falls  within or ends
                  with the  12-month  period  ending on the  Determination  Date
                  except as  provided in Code  Section  416 and the  Regulations
                  thereunder  for the first and  second  plan years of a defined
                  benefit plan.

                           (g)      "Top Heavy Group" means an Aggregation Group
                  in which, as of the Determination Date, the sum of:

                           (1)      the Present Value of Accrued Benefits of Key
                  Employees under all defined benefit plans included in the
                  group, and

                           (2) the Aggregate Accounts of Key Employees under all
                           defined  contribution  plans  included  in the group,
                           exceeds   sixty   percent  (60%)  of  a  similar  sum
                           determined for all Participants.

                                                    ARTICLE IX
                                                   MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS

                  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 him as a Participant of this Plan.

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9.2      ALIENATION

                           (a)  Subject to the  exceptions  provided  below,  no
                  benefit  which  shall be payable  out of the Trust Fund to any
                  person  (including a Participant or his Beneficiary)  shall be
                  subject  in any  manner  to  anticipation,  alienation,  sale,
                  transfer,  assignment, pledge, encumbrance, or charge, and any
                  attempt  to  anticipate,  alienate,  sell,  transfer,  assign,
                  pledge,  encumber,  or charge the same  shall be void;  and no
                  such benefit shall in any manner be liable for, or subject to,
                  the debts, contracts,  liabilities,  engagements,  or torts of
                  any such  person,  nor shall it be  subject to  attachment  or
                  legal  process for or against such person,  and the same shall
                  not be recognized by the Trustee, except to such extent as may
                  be required by law.

                           (b) This  provision  shall not apply to the  extent a
                  Participant  or  Beneficiary  is  indebted  to the Plan,  as a
                  result of a loan from the Plan. At the time a distribution  is
                  to be made to or for a Participant's or Beneficiary's benefit,
                  such proportion of the amount  distributed as shall equal such
                  loan indebtedness  shall be paid by the Trustee to the Trustee
                  or the  Administrator,  at the direction of the Administrator,
                  to apply against or discharge such loan indebtedness. Prior to
                  making a payment, however, the Participant or Beneficiary must
                  be given written  notice by the  Administrator  that such loan
                  indebtedness  is to be so  paid in  whole  or  part  from  his
                  Participant's   Combined   Account.   If  the  Participant  or
                  Beneficiary  does not agree  that the loan  indebtedness  is a
                  valid claim against his Vested Participant's Combined Account,
                  he shall be entitled to a review of the  validity of the claim
                  in  accordance  with  procedures  provided in Sections 2.7 and
                  2.8.

                           (c) This  provision  shall not apply to a  "qualified
                  domestic  relations order" defined in Code Section 414(p), and
                  those  other  domestic  relations  orders  permitted  to be so
                  treated  by the  Administrator  under  the  provisions  of the
                  Retirement  Equity  Act  of  1984.  The  Administrator   shall
                  establish  a written  procedure  to  determine  the  qualified
                  status  of  domestic   relations   orders  and  to  administer
                  distributions  under such qualified  orders.  Further,  to the
                  extent provided under a "qualified  domestic relations order,"
                  a former  spouse  of a  Participant  shall be  treated  as the
                  spouse or surviving spouse for all purposes under the Plan.

                           (d) This provision  shall not apply to an offset to a
                  Participant's  accrued  benefit  against  an  amount  that the
                  Participant  is  ordered  or  required  to pay the  Plan  with
                  respect  to  a  judgment,   order,  or  decree  issued,  or  a
                  settlement  entered  into,  on or after  August  5,  1997,  in
                  accordance with Code Sections 401(a)(13)(C) and (D). In a case
                  in which the  survivor  annuity  requirements  of Code Section
                  401(a)(11) apply with respect to  distributions  from the Plan
                  to the  Participant,  if the  Participant  has a spouse at the
                  time at which the offset is to be made:

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<PAGE>

                           (1) either  such spouse has  consented  in writing to
                           such offset and such consent is witnessed by a notary
                           public (or it is established to the satisfaction of a
                           Plan  representative  that  such  consent  may not be
                           obtained by reason of circumstances described in Code
                           Section  417(a)(2)(B)),  or an  election to waive the
                           right of the spouse to either a  qualified  joint and
                           survivor   annuity  or  a  qualified   pre-retirement
                           survivor  annuity is in effect in accordance with the
                           requirements of Code Section 417(a),

                           (2)  such  spouse  is  ordered  or  required  in such
                           judgment,  order,  decree  or  settlement  to  pay an
                           amount to the Plan in connection  with a violation of
                           fiduciary duties, or

                           (3) in such  judgment,  order,  decree or settlement,
                           such spouse retains the right to receive the survivor
                           annuity under a qualified joint and survivor  annuity
                           provided  pursuant to Code  Section  401(a)(11)(A)(i)
                           and under a qualified pre-retirement survivor annuity
                           provided pursuant to Code Section 401(a)(11)(A)(ii).

9.3      CONSTRUCTION OF PLAN

                  This Plan shall be construed and enforced according to the Act
and the laws of the Commonwealth of Pennsylvania, other than its laws respecting
choice of law, to the extent not preempted by the Act.

9.4      GENDER AND NUMBER

                  Wherever any words are used herein in the masculine,  feminine
or neuter  gender,  they  shall be  construed  as though  they were also used in
another  gender in all cases where they would so apply,  and  whenever any words
are used  herein in the  singular or plural  form,  they shall be  construed  as
though  they were also used in the other  form in all cases  where they would so
apply.

9.5      LEGAL ACTION

                  In the  event  any  claim,  suit,  or  proceeding  is  brought
regarding the Trust and/or Plan established  hereunder to which the Trustee, the
Employer  or  the  Administrator  may be a  party,  and  such  claim,  suit,  or
proceeding   is  resolved  in  favor  of  the  Trustee,   the  Employer  or  the
Administrator,  they shall be entitled to be reimbursed  from the Trust Fund for
any and all  costs,  attorney's  fees,  and other  expenses  pertaining  thereto
incurred by them for which they shall have become liable.

9.6      PROHIBITION AGAINST DIVERSION OF FUNDS

                           (a)      Except as provided below and otherwise
                  specifically permitted by law, it shall be impossible by
                  operation of the Plan or of the Trust, by termination of

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<PAGE>

                  either, by power of revocation or amendment,  by the happening
                  of any contingency,  by collateral arrangement or by any other
                  means,  for any part of the corpus or income of any trust fund
                  maintained  pursuant  to the  Plan  or any  funds  contributed
                  thereto to be used for, or diverted  to,  purposes  other than
                  the exclusive benefit of Participants,  Retired  Participants,
                  or their Beneficiaries.

                           (b) In the event the Employer shall make an excessive
                  contribution  under a mistake of fact  pursuant to Act Section
                  403(c)(2)(A),  the  Employer  may  demand  repayment  of  such
                  excessive  contribution  at  any  time  within  one  (1)  year
                  following  the time of payment and the  Trustees  shall return
                  such amount to the  Employer  within the one (1) year  period.
                  Earnings of the Plan attributable to the excess  contributions
                  may  not  be   returned  to  the   Employer   but  any  losses
                  attributable thereto must reduce the amount so returned.

9.7      BONDING

                  Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the  amount  of the funds  such  Fiduciary  handles;  provided,
however,  that the minimum bond shall be $1,000 and the maximum bond,  $500,000.
The amount of funds  handled  shall be  determined at the beginning of each Plan
Year by the  amount  of funds  handled  by such  person,  group,  or class to be
covered and their  predecessors,  if any,  during the preceding Plan Year, or if
there is no preceding  Plan Year,  then by the amount of the funds to be handled
during the then current  year.  The bond shall  provide  protection  to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act  Section  412(a)(2)),  and the bond  shall be in a form
approved by the Secretary of Labor.  Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

                  Neither the Employer, the Administrator,  nor the Trustee, nor
their  successors  shall be responsible  for the validity of any Contract issued
hereunder  or for the  failure  on the  part  of the  insurer  to make  payments
provided by any such  Contract,  or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

9.9      INSURER'S PROTECTIVE CLAUSE

                  Any insurer who shall issue Contracts hereunder shall not have
any responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan.  The insurer  shall be  protected  and held  harmless in acting in
accordance with any written direction of the Trustee,  and shall have no duty to
see to the  application  of any funds paid to the  Trustee,  nor be  required to
question any actions  directed by the Trustee.  Regardless  of any  provision of
this Plan, the insurer shall not be required

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<PAGE>

to take or permit any action or allow any benefit or  privilege  contrary to the
terms of any Contract which it issues hereunder, or the rules of the insurer.

9.10     RECEIPT AND RELEASE FOR PAYMENTS

                  Any  payment  to any  Participant,  his legal  representative,
Beneficiary,  or to any guardian or committee  appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan,  shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.

9.11     ACTION BY THE EMPLOYER

                  Whenever the Employer under the terms of the Plan is permitted
or required  to do or perform  any act or matter or thing,  it shall be done and
performed by a person duly authorized by its legally constituted authority.

9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

                  The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the  Administrator  and (3) the Trustee.  The named  Fiduciaries shall have only
those  specific  powers,  duties,  responsibilities,   and  obligations  as  are
specifically  given them under the Plan or as  accepted  by or  assigned to them
pursuant to any procedure provided under the Plan,  including but not limited to
any  agreement  allocating or delegating  their  responsibilities,  the terms of
which are  incorporated  herein  by  reference.  In  general,  unless  otherwise
indicated  herein or pursuant to such  agreements,  the Employer  shall have the
duties specified in Article II hereof, as the same may be allocated or delegated
thereunder,  including  but not  limited  to the  responsibility  for making the
contributions  provided for under  Section 4.1; and shall have the  authority to
appoint and remove the Trustee and the  Administrator;  to formulate  the Plan's
"funding policy and method"; and to amend or terminate, in whole or in part, the
Plan. The Administrator  shall have the responsibility for the administration of
the Plan,  including but not limited to the items specified in Article II of the
Plan, as the same may be allocated or delegated  thereunder.  The  Administrator
shall  act as  the  named  Fiduciary  responsible  for  communicating  with  the
Participant according to the Participant Direction Procedures. The Trustee shall
have the  responsibility  of management and control of the assets held under the
Trust,  except to the extent directed  pursuant to Article II or with respect to
those  assets,  the  management  of which  has been  assigned  to an  Investment
Manager,  who shall be  solely  responsible  for the  management  of the  assets
assigned to it, all as specifically  provided in the Plan and any agreement with
the  Trustee.   Each  named  Fiduciary   warrants  that  any  directions  given,
information  furnished,  or action taken by it shall be in  accordance  with the
provisions of the Plan, authorizing or providing for such direction, information
or action.  Furthermore,  each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not  required  under the Plan to inquire  into the  propriety of any such
direction, information or

                                                        85

<PAGE>

action.  It is  intended  under  the Plan  that each  named  Fiduciary  shall be
responsible for the proper exercise of its own powers, duties,  responsibilities
and  obligations  under the Plan as  specified  or  allocated  herein.  No named
Fiduciary shall  guarantee the Trust Fund in any manner against  investment loss
or depreciation  in asset value.  Any person or group may serve in more than one
Fiduciary capacity. In the furtherance of their responsibilities  hereunder, the
"named  Fiduciaries"  shall be empowered to interpret  the Plan and Trust and to
resolve  ambiguities,  inconsistencies  and  omissions,  which findings shall be
binding, final and conclusive.

9.13     HEADINGS

                  The headings and  subheadings  of this Plan have been inserted
for  convenience of reference and are to be ignored in any  construction  of the
provisions hereof.

9.14     APPROVAL BY INTERNAL REVENUE SERVICE

                           (a) Notwithstanding  anything herein to the contrary,
                  contributions  to this Plan are  conditioned  upon the initial
                  qualification  of the Plan under Code Section 401. If the Plan
                  receives an adverse  determination with respect to its initial
                  qualification,  then the Plan may return such contributions to
                  the  Employer  within  one  year  after  such   determination,
                  provided the application for the  determination is made by the
                  time  prescribed by law for filing the  Employer's  return for
                  the taxable year in which the Plan was adopted,  or such later
                  date as the Secretary of the Treasury may prescribe.

                           (b)  Notwithstanding  any provisions to the contrary,
                  except Sections 3.5, 3.6, and 4.1(f),  any contribution by the
                  Employer   to  the  Trust   Fund  is   conditioned   upon  the
                  deductibility  of the  contribution  by the Employer under the
                  Code and, to the extent any such deduction is disallowed,  the
                  Employer may,  within one (1) year following the  disallowance
                  of  the  deduction,   demand   repayment  of  such  disallowed
                  contribution  and the Trustee  shall return such  contribution
                  within one (1) year  following the  disallowance.  Earnings of
                  the Plan  attributable to the excess  contribution  may not be
                  returned to the Employer,  but any losses attributable thereto
                  must reduce the amount so returned.

9.15     UNIFORMITY

                  All provisions of this Plan shall be  interpreted  and applied
in a uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract  purchased  hereunder,  the Plan  provisions
shall control.

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<PAGE>

                                                     ARTICLE X
                                              PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS

                  Notwithstanding  anything  herein  to the  contrary,  with the
consent of the Employer and Trustee, any other corporation or entity, whether an
affiliate or  subsidiary  or not, may adopt this Plan and all of the  provisions
hereof,  and participate herein and be known as a Participating  Employer,  by a
properly executed document evidencing said intent and will of such Participating
Employer. A list of Participating Employers is attached hereto as Schedule 10.1.

10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS

                           (a)      Each such Participating Employer shall be
                  required to use the same Trustee as provided in this Plan.

                           (b) The Trustee  may,  but shall not be required  to,
                  commingle, hold and invest as one Trust Fund all contributions
                  made by  Participating  Employers,  as well as all  increments
                  thereof.  However, the assets of the Plan shall, on an ongoing
                  basis,  he available to pay benefits to all  Participants  and
                  Beneficiaries under the Plan without regard to the Employer or
                  Participating Employer who contributed such assets.

                           (c) The  transfer  of any  Participant  from or to an
                  Employer participating in this Plan, whether he be an Employee
                  of the Employer or a Participating Employer,  shall not affect
                  such  Participant's  rights  under the Plan,  and all  amounts
                  credited to such Participant's Combined Account as well as his
                  accumulated  service time with the transferor or  predecessor,
                  and his length of participation in the Plan, shall continue to
                  his credit.

                           (d) All rights and values forfeited by termination of
                  employment shall inure only to the benefit of the Participants
                  of  the  Employer  or  Participating  Employer  by  which  the
                  forfeiting Participant was employed.

                           (e) Any expenses of the Trust which are to be paid by
                  the  Employer or borne by the Trust Fund shall be paid by each
                  Participating  Employer in the same  proportion that the total
                  amount standing to the credit of all Participants  employed by
                  such Employer bears to the total standing to the credit of all
                  Participants.

10.3     DESIGNATION OF AGENT

                  Each  Participating  Employer shall be deemed to be a party to
this Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose

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<PAGE>

of this Plan,  each  Participating  Employer shall be deemed to have  designated
irrevocably  the  Employer as its agent.  Unless the context of the Plan clearly
indicates  the  contrary,  the word  "Employer"  shall be deemed to include each
Participating Employer as related to its adoption of the Plan.

10.4     EMPLOYEE TRANSFERS

                  It is anticipated that an Employee may be transferred  between
Participating  Employers,  and in the event of any such  transfer,  the Employee
involved shall carry with him his accumulated  service and eligibility.  No such
transfer   shall  effect  a  termination  of  employment   hereunder,   and  the
Participating  Employer to which the  Employee is  transferred  shall  thereupon
become  obligated  hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

10.5     PARTICIPATING EMPLOYER CONTRIBUTION

                  All  discretionary   contributions  made  by  a  Participating
Employer  under  Section  4.1(e),   shall  be  determined   separately  by  each
Participating  Employer,  and shall be  allocated  only  among the  Participants
eligible  to  share  of  the  Employer  or  Participating  Employer  making  the
contribution.  On the basis of the information  furnished by the  Administrator,
the Trustee shall keep separate books and records concerning the affairs of each
Participating  Employer  hereunder  and as to the  accounts  and  credits of the
Employees  of each  Participating  Employer.  The  Trustee  may,  but need  not,
register Contracts so as to evidence that a particular Participating Employer is
the interested Employer hereunder, but in the event of an Employee transfer from
one Participating  Employer to another, the employing Employer shall immediately
notify the Trustee thereof.

10.6     AMENDMENT

                  Mylan  Laboratories  Inc.  may  amend  this  Plan at any time,
including any time when there shall be a Participating Employer hereunder,  with
the consent of the Trustee  where such consent is necessary in  accordance  with
the  terms  of this  Plan.  No  consent  of a  Participating  Employer  shall be
required.

10.7     DISCONTINUANCE OF PARTICIPATION

                  Any  Participating  Employer shall be permitted to discontinue
or revoke its participation in the Plan. At the time of any such  discontinuance
or revocation,  satisfactory  evidence thereof and of any applicable  conditions
imposed  shall  be  delivered  to the  Trustee.  The  Trustee  shall  thereafter
transfer,  deliver and assign Contracts and other Trust Fund assets allocable to
the  Participants  of such  Participating  Employer to such new Trustee as shall
have been designated by such  Participating  Employer,  in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6) protected benefits" in accordance with Section 7.1(c). If no

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successor is designated,  the Trustee shall retain such assets for the Employees
of said  Participating  Employer  pursuant to the provisions of the Trust. In no
such event  shall any part of the corpus or income of the Trust as it relates to
such  Participating  Employer be used for or diverted to purposes other than for
the exclusive benefit of the Employees of such Participating Employer.

10.8     ADMINISTRATOR'S AUTHORITY

                  The  Administrator  shall have  authority  to make any and all
necessary rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

                  IN WITNESS  WHEREOF,  this Plan has been  executed the day and
year first above written.

                                  Mylan Laboratories Inc.


                                  By       _____________________________


                                  ATTEST   ___________________________


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                                                   SCHEDULE 6.2

                                     PROTECTED OPTIONAL FORMS OF DEATH BENEFIT

         Notwithstanding  Plan  Section  6.02,   Participants  who  had  account
balances under certain other qualified plans which were merged with and into, or
transferred (other than by a direct or indirect rollover transfer) to, this Plan
have modified distribution rights applicable to accrued benefits attributable to
the merged or transferred account as provided under this Schedule.

         This Schedule applies to the following Participant's.

         A Participant  who had an account under the former Bertek,  Inc. Profit
         Sharing 401(k) Plan, last maintained by Mylan  Technologies Inc., which
         account  was merged  with and into,  or  transferred  (other  than by a
         direct or indirect  rollover  transfer) to, this Plan on April 1, 2000.
         That portion of such a Participant's  Combined Account  attributable to
         the Bertek, Inc. Profit Sharing 401(k) Plan is herein called the "Mylan
         Technologies Account."

         A  Participant  who had an account  under the former UDL  Laboratories,
         Inc. 401(k) & Profit Sharing Plan, last maintained by UDL Laboratories,
         Inc.,  an Illinois  corporation  with  facilities  in  Illinois,  which
         account  was merged  with and into,  or  transferred  (other  than by a
         direct or indirect  rollover  transfer) to, this Plan on April 1, 2000.
         That portion of such a Participant's  Combined Account  attributable to
         the UDL  Laboratories,  Inc.  401(k) & Profit  Sharing  Plan is  herein
         called the "UDL Account."

         A   Participant   who  had  an   account   under  the   former   Bertek
         Pharmaceuticals  Inc. 401(k) Savings Plan and Trust, last maintained by
         Bertek  Pharmaceuticals  Inc.,  a Texas  corporation  and having  Texas
         facilities,  which  account  was merged with and into,  or  transferred
         (other than by a direct or indirect rollover transfer) to, this Plan on
         April 1, 2000.  That portion of such a Participant's  Combined  Account
         attributable to the Bertek Pharmaceuticals Inc. 401(k) Savings Plan and
         Trust is herein called the "Bertek Account."

         Collectively,  each Mylan Technologies Account, UDL Account, and Bertek
Account is called a "Merged Account."

         This Schedule applies only to a Participant's Merged Account. Except as
modified under this Schedule, the Plan shall control.

A.       DETERMINATION OF BENEFITS UPON DEATH

                  (1) Upon the death of a Participant before his Retirement Date
         or other  termination of his  employment,  all amounts  credited to the
         Participant's   Merged   Account   shall  become  fully   Vested.   The
         Administrator shall direct the Trustee, in accordance with

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         the  provisions of Schedule 6.5 and Plan Section 6.7, to distribute the
         value  of the  deceased  Participant's  accounts  to the  Participant's
         Beneficiary.

                  (2) Upon the death of a Former Participant,  the Administrator
         shall direct the Trustee, in accordance with the provisions of Schedule
         6.5 and Plan Section 6.7, to distribute  any remaining  Vested  amounts
         credited to the accounts of a deceased Former Participant to the Former
         Participant's Beneficiary.

                  (3) The  Administrator  may require  proper proof of death and
         evidence of the right of any person to receive  payment of the value of
         the  account of a deceased  Participant  or Former  Participant  as the
         Administrator may deem desirable. The Administrator's  determination of
         death  and of the  right of any  person  to  receive  payment  shall be
         conclusive.

                  (4) The Beneficiary of the death benefit  payable  pursuant to
         this Section shall be the Participant's  spouse.  Except,  however, the
         Participant may designate a Beneficiary other than his spouse if:

                           (a)      the spouse has waived the right to be the
                  Participant's Beneficiary, or

                           (b) the Participant is legally  separated or has been
                  abandoned   (within   the   meaning  of  local  law)  and  the
                  Participant  has a court order to that effect (and there is no
                  "qualified  domestic  relations  order"  as  defined  in  Code
                  Section 414(p) which provides otherwise), or

                           (c)      the Participant has no spouse, or

                           (d)      the spouse cannot be located.

                           In that event, the designation of a Beneficiary shall
         be made on a form satisfactory to the Administrator.  A Participant may
         at any time  revoke  his  designation  of a  Beneficiary  or change his
         Beneficiary  by filing  written notice of revocation or change with the
         Administrator.  However, the Participant's spouse must again consent in
         writing  to any  change in  Beneficiary  unless  the  original  consent
         acknowledged  that the spouse had the right to limit  consent only to a
         specific  Beneficiary  and  that  the  spouse  voluntarily  elected  to
         relinquish that right. In the event no valid designation of Beneficiary
         exists at the time of the Participant's  death, the death benefit shall
         be payable to his estate.

                  (5) Any  consent  by the  Participant's  spouse  to waive  any
         rights to the death benefit must be in writing,  must  acknowledge  the
         effect of such waiver,  and be witnessed by a notary  public.  Further,
         the  spouse's  consent must be  irrevocable  and must  acknowledge  the
         specific nonspouse Beneficiary.

                                                        91

<PAGE>

                  (6) Any  security  interest  held by the Plan by  reason of an
         outstanding  loan to the  Participant  or Former  Participant  shall be
         taken into  account  in  determining  the  amount of the  Participant's
         benefit from the Merged Account to the extent not taken into account in
         determining any other portion of the Participant's benefit.

                  (7) Unless  otherwise  elected by the  Participant,  including
         consent  of the  Participant's  spouse  in  the  manner  prescribed  in
         Schedule 6.5 , the  Participant's  spouse shall receive a death benefit
         equal to the Participant's Merged Account.

B.       DISTRIBUTION OF BENEFITS UPON DEATH

                  (1) The death benefit payable pursuant to Plan Section 6.2 and
         this Schedule 6.2 shall be paid to the Participant's Beneficiary within
         a reasonable time after the Participant's death by one of the following
         methods, as elected by the Participant (or if no election has been made
         prior to the Participant's death, by his Beneficiary) subject, however,
         to the rules  specified in Schedule 6.5,  including  Plan Sections 6.5,
         6.6(g) and 6.6(h):

                           (a) One lump-sum payment in cash or, to the extent of
                  any  whole   units  of   Employer   securities   held  in  the
                  Participant's account at the time of distribution, in the form
                  of Employer securities.

                           (b) Payment in monthly,  quarterly,  semi-annual,  or
                  annual cash installments over a period to be determined by the
                  Participant or his  Beneficiary.  After periodic  installments
                  commence,  the Beneficiary  shall have the right to direct the
                  Trustee  to  reduce  the  period   over  which  the   periodic
                  installments  shall be made,  and the Trustee shall adjust the
                  cash amount of the periodic installments accordingly.

                           (c) Purchase of or providing an annuity. However, the
                  annuity may not be in a form that will  provide  for  payments
                  over a period  extending  beyond  the  life of the  designated
                  Beneficiary.

                                                        92

<PAGE>

                                                   SCHEDULE 6.5

                                             DISTRIBUTION OF BENEFITS

         Notwithstanding  Plan  Section  6.05,   Participants  who  had  account
balances under certain other qualified plans which were merged with and into, or
transferred (other than by a direct or indirect rollover transfer) to, this Plan
have modified distribution rights applicable to accrued benefits attributable to
the merged or transferred account as provided under this Schedule.

         This Schedule applies to the following Participant's.

         A Participant  who had an account under the former Bertek,  Inc. Profit
         Sharing 401(k) Plan, last maintained by Mylan  Technologies Inc., which
         account  was merged  with and into,  or  transferred  (other  than by a
         direct or indirect  rollover  transfer) to, this Plan on April 1, 2000.
         That portion of such a Participant's  Combined Account  attributable to
         the Bertek, Inc. Profit Sharing 401(k) Plan is herein called the "Mylan
         Technologies Account."

         A  Participant  who had an account  under the former UDL  Laboratories,
         Inc. 401(k) & Profit Sharing Plan, last maintained by UDL Laboratories,
         Inc.,  an Illinois  corporation  with  facilities  in  Illinois,  which
         account  was merged  with and into,  or  transferred  (other  than by a
         direct or indirect  rollover  transfer) to, this Plan on April 1, 2000.
         That portion of such a Participant's  Combined Account  attributable to
         the UDL  Laboratories,  Inc.  401(k) & Profit  Sharing  Plan is  herein
         called the "UDL Account."

         A   Participant   who  had  an   account   under  the   former   Bertek
         Pharmaceuticals  Inc. 401(k) Savings Plan and Trust, last maintained by
         Bertek  Pharmaceuticals  Inc.,  a Texas  corporation  and having  Texas
         facilities,  which  account  was merged with and into,  or  transferred
         (other than by a direct or indirect rollover transfer) to, this Plan on
         April 1, 2000.  That portion of such a Participant's  Combined  Account
         attributable to the Bertek Pharmaceuticals Inc. 401(k) Savings Plan and
         Trust is herein called the "Bertek Account."

         Collectively,  each Mylan Technologies Account, UDL Account, and Bertek
Account is called a "Merged Account."

         This  Schedule  applies only to a  Participant's  Merged  Account.  The
normal form of payment of that portion of a Participant's benefit is a lump sum.
Except as  modified  under  this  Schedule,  Plan  Section  6.5  shall  control,
excluding  provisions related to a life annuity or joint and survivor annuity as
a normal form of benefit.

                  (1)  The  Administrator,  pursuant  to  the  election  of  the
         Participant, shall direct the Trustee to distribute to a Participant or
         his  Beneficiary  any amount to which he is entitled  under the Plan in
         one or more of the following methods:

                                                        93

<PAGE>

                           (a) One lump-sum payment in cash or, to the extent of
                  any  whole   units  of   Employer   securities   held  in  the
                  Participant's account at the time of distribution, in the form
                  of Employer securities.

                           (b)  Payments  over  a  period  certain  in  monthly,
                  quarterly,  semiannual, or annual cash installments.  In order
                  to provide the installment payments, the Administrator may (i)
                  segregate  the  aggregate   amount   thereof  in  a  separate,
                  federally insured savings account, certificate of deposit in a
                  bank or savings and loan association, money market certificate
                  or  other  liquid  short-term  security  or  (ii)  purchase  a
                  nontransferable  annuity  contract for a term certain (with no
                  life contingencies) providing for the payment. The period over
                  which the  payment is to be made  shall not extend  beyond the
                  Participant's  life  expectancy (or the life expectancy of the
                  Participant and his designated Beneficiary).

                           (c)  Purchase of or  providing  one of the  following
                  forms of annuity: life annuity for the life of the Participant
                  (or  the  lives  of  the   Participant   and  his   designated
                  Beneficiary),  annuity for the life of the Participant (or the
                  lives of the Participant and his designated  Beneficiary) with
                  a full refund of the excess,  if any, of the annuity  purchase
                  amount over the annuity  payments made, and an annuity payable
                  for  the  life  of  the  Participant  (or  the  lives  of  the
                  Participant and his designated  Beneficiary)  with a guarantee
                  of payments for a 10 year term.  However,  the annuity may not
                  be in any form that will  provide for  payments  over a period
                  extending  beyond either the life of the  Participant  (or the
                  lives of the  Participant  and his designated  Beneficiary) or
                  the life expectancy of the Participant (or the life expectancy
                  of the  Participant  and  his  designated  Beneficiary).  If a
                  married  participant  elects a life  annuity  form of  payment
                  under  this  provision,   that  election  is  subject  to  the
                  provisions  of Plan  Section  6.5(a)(2)  regarding  notice and
                  spouse's waiver of the joint and survivor annuity.

                                                        94

<PAGE>

                                                   SCHEDULE 7.4

                                             PARTICIPANT LOAN PROGRAM

(1)      American Express Trust Company, as Trustee, is authorized to administer
         the Participant Loan Program

(2)      A Participant  may apply for a loan by contacting  Mylan Profit Sharing
         401(k)  Services at  1-877-585-4015  or by logging on to the Web sit at
         www.americanexpress.com401(k).  Necessary  loan  request  forms will be
         provided.  Loans are  available  only to  address  immediate  and heavy
         financial needs as described in the Plan,  including the acquisition of
         the Participant's  principal residence.  A Participant must provide the
         following documentation with the loan request:

                  Principal Residence Loan.  Copy of signed purchase agreement
                  for the Participant's primary residence.

                  Other Hardship Loan. Evidence of hardship, including copies of
                  (i) medical  bills,  (ii)  eviction  notice,  or (iii) tuition
                  bills that are due for the next 12 months.

         There is a $50 fee for each  loan.  The fee will be  deducted  from the
proceeds of the loan.

         If  the  Participant  is  married,  and  the  Vested  interest  of  the
         Participant  is used to secure  the loan,  the loan shall  require  the
         written consent of the Participant's spouse in a manner consistent with
         Section  6.5(a)(1)  of the Plan.  The written  consent must be obtained
         within the 90-day  period prior to the date the loan is made.  However,
         no spousal  consent shall be required under this paragraph if the total
         accrued  benefit  subject  to the  security  is not in excess of $5,000
         ($3,500  for Plan  Years  beginning  prior to August 6,  1997).  If the
         Participant is married,  the Participant's spouse must sign a notarized
         form  agreeing  to the loan and  acknowledging  the  effect of the loan
         regarding future spousal benefits.

(3)      Loans  shall  be  made  available  to  all  active  Participants  on  a
         reasonably  equivalent basis.  Certain  employees  identified as having
         potential access information implicating securities laws, however, will
         be  notified by the  Employer  and will be subject to  additional  loan
         restrictions which will be provided when the Participant applies. Loans
         shall not be made  available  to  Highly  Compensated  Employees  in an
         amount  greater than the amount made  available to other  Participants.
         Unless additional  restrictions  apply, loans generally will be limited
         to the maximum  permitted  under section 7.4 of the Plan.  That section
         provides that loans (when added to the outstanding balance of all other
         loans  made by the Plan to the  Participant)  shall be  limited  to the
         lesser of:

                  (i)      $50,000 reduced by the excess (if any) of the highest
                  outstanding balance of loans from the Plan to the Participant
                  during the one year period ending on the day

                                                        95

<PAGE>

                  before  the  date  on  which  such  loan  is  made,  over  the
                  outstanding  balance of loans from the Plan to the Participant
                  on the date on which such loan was made, or

                  (ii)     one-half (1/2) of the present value of the
                  non-forfeitable accrued benefit of the Participant under the
                  Plan.

         If a Participant requests the maximum amount available,  market changes
         may cause the available amount to change, up or down, from the time the
         request is sent until it is received and processed.

         For  purposes  of this  limit,  all  plans  of the  Employer  shall  be
         considered one plan. Loans must be for a minimum of $1,000.

         Only active employees will be permitted to obtain a loan from the Plan.

(4)      Loans shall bear a reasonable rate of interest.  The reasonable rate of
         interest,  determined  at the  time of the  loan,  will be equal to the
         prime rate plus 1% as stated in the Wall Street Journal,  determined as
         of the  first  business  day of the  month  during  which  the  loan is
         requested.  The rate may be adjusted for the then current  monthly rate
         if there is a greater than 30 day interval between the request for loan
         forms and the submittal of the loan request  forms to American  Express
         Trust Company.

(5)      Loans shall be adequately secured.  All loans will be secured solely by
         50% of the Participant's vested account balance.

(6)      A Participant's loans must be repaid upon the Participant's termination
         of  employment  for  any  reason  including  the  Participant's  death,
         retirement  or  disability.  A loan will be deemed in default  when the
         Participant fails to repay an installment when due. Loan repayments may
         stop, however, for up to 12 months while a Participant is on a leave of
         absence. A Participant must make arrangements to bring the loan current
         upon a return to work. The outstanding loan balance on loan which is in
         default will be  considered a taxable  distribution  as provided  under
         law.

(7)      A Participant is limited to one loan for the acquisition of a principal
         residence and one other hardship loan at any time.

(8)      Loan payments begin the end of the month following the month in which a
         Participant  requests  a  loan.  Payments  continue  through  after-tax
         payroll  deductions until the loan is repaid. A Participant may pay off
         a loan in full at any time by cashier's check, certified check or money
         order. Partial pre-payment is not allowed.

(9)      Loans shall provide for repayment over a reasonable period of time.
         Loans shall provide for level amortization with payments to be made not
         less frequently than quarterly, and for

                                                        96

<PAGE>

         hardship  loans,  over a period not to exceed five (5) years.  However,
         loans used to acquire  any  dwelling  unit which,  within a  reasonable
         time,  is to be used  (determined  at the  time  the loan is made) as a
         principal  residence  of the  Participant  shall  provide for  periodic
         repayment over a reasonable  period of time that may not exceed fifteen
         (15)  years.  For this  purpose,  a  principal  residence  has the same
         meaning  as  a  principal  residence  under  Code  Section  1034.  Loan
         repayments  will be suspended  under this Plan as permitted  under Code
         Section 414(u)(4).

(10)     You must wait at least 90 days to take loan following payment in full
         of a prior loan.

(11)     Loans will be funded  from a  Participant's  account  in the  following
         order:  (i)  rollover  account with  earnings,  (ii)  employee  pre-tax
         contributions and earnings, (iii) after-tax contributions and earnings.
         Loans will be funded from the  Participant's  investments on a pro-rata
         basis.

                                                        97

<PAGE>

                                                   SCHEDULE 10.1

                                              PARTICIPATING EMPLOYERS

1.     Mylan Pharmaceuticals Inc.

2.     Mylan Technologies, Inc.,  effective April 1, 2000

3.     UDL Laboratories, Inc., an Illinois corporation, effective April 1, 2000

4.     UDL Laboratories, Inc., a Florida corporation, effective April 1, 2000

5.     Bertek Pharmaceuticals Inc., a Texas corporation, effective April 1, 2000

6      Bertek Pharmaceuticals Inc., a Delaware corporation (operating in
       California), effective April 1, 2000

                                                        98


<PAGE>

[ This provision will be adopted to amend the Plan, Section 6.5(b)(3),  page 61,
if and when final  regulations  permit  elimination  of some  optional  forms of
annuity. ]

                           (3)  Purchase of or  providing  one of the  following
                           forms of  annuity:  life  annuity for the life of the
                           Participant  (or the lives of the Participant and his
                           designated Beneficiary),  annuity for the life of the
                           Participant  (or the lives of the Participant and his
                           designated  Beneficiary)  with a full  refund  of the
                           excess,  if any, of the annuity  purchase amount over
                           the annuity payments made, and an annuity payable for
                           the  life of the  Participant  (or the  lives  of the
                           Participant  and his designated  Beneficiary)  with a
                           guarantee  of payments  for a 10 year term.  However,
                           the annuity may not be in any form that will  provide
                           for payments  over a period  extending  beyond either
                           the  life of the  Participant  (or the  lives  of the
                           Participant  and his designated  Beneficiary)  or the
                           life  expectancy  of the  Participant  (or  the  life
                           expectancy  of the  Participant  and  his  designated
                           Beneficiary).

                                                        99




      EXHIBIT 5.1

                            DOEPKEN KEEVICAN & WEISS

                              58th Floor, USX Tower

                                600 Grant Street

                         Pittsburgh, Pennsylvania 15219

                                  July 24, 2000

Mylan Laboratories Inc.
1030 Century Building
130 Seventh Street

Pittsburgh, Pennsylvania 15222

         RE:      Mylan Laboratories Inc.
                  Registration on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Mylan  Laboratories  Inc., a  Pennsylvania
corporation  (the  "Company"),  in  connection  with the  registration  with the
Securities  and  Exchange  Commission  (the "SEC") by the  Company of  1,000,000
shares of the Company's  common stock (the "Common  Stock")  issuable  under the
Mylan Profit Sharing 401(k) Plan (the "Plan")  pursuant to the Securities Act of
1933, as amended (the "Act").

         In connection with the registration, we have examined the following:

     (a)  the  Articles of  Incorporation  and By-laws of the  Company,  each as
          amended to date;

     (b)  the Registration Statement on Form S-8 (the "Registration  Statement")
          relating to the Common Stock, as filed with the SEC;

     (c)  the Plan; and

     (d)  such other documents, records, opinions, certificates and papers as we
          have deemed  necessary  or  appropriate  in order to give the opinions
          hereinafter set forth.

     The  opinions   hereinafter   expressed   are  subject  to  the   following
     qualifications and assumptions :

         (i)      In our  examination,  we have assumed the  genuineness  of all
                  signatures,  the authenticity of all documents submitted to us
                  as originals and the conformity of all documents  submitted to
                  us as copies to the originals thereof.

         (ii)     As to the accuracy of certain factual matters,  we have relied
                  on  the   certificates   of   officers   of  the  Company  and
                  certificates,  letters,  telegrams  or  statements  of  public
                  officials.

<PAGE>

Mylan Laboratories Inc.
July 24, 2000
Page 2



         (iii)    We express no  opinion on the laws of any  jurisdiction  other
                  than  the  United  States  of  America  and  the  Pennsylvania
                  Business Corporation Law.

         Based upon and subject to the  foregoing,  we are pleased to advise you
that it is our  opinion  that the shares of Common  Stock  proposed to be issued
under the Plan have been duly  authorized  and  reserved  for issuance and will,
when  issued  pursuant  to  the  Plan,  be  legally   issued,   fully  paid  and
non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Doepken Keevican & Weiss

                                            DOEPKEN KEEVICAN & WEISS
                                            PROFESSIONAL CORPORATION








                                 EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on  Form  S-8 of  our  report  dated  May  10,  2000,
incorporated   by  reference  in  the  Annual  Report  on  Form  10-K  of  Mylan
Laboratories Inc. for the year ended March 31, 2000.

Deloitte & Touche LLP


/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
July 24, 2000









                                EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on Form S-8 of our  report  dated  February  4,  2000
relating to the consolidated  financial statements of Somerset  Pharmaceuticals,
Inc. and subsidiaries as of December 31, 1999 and 1998 and for each of the three
years in the period ended  December 31, 1999,  appearing in the Annual Report on
Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 2000.

Deloitte & Touche LLP

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
July 24, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "MYLAN LABORATORIES INC. 401K PLAN", "secsgml_size_bytes": 370855}]
{"company-data": {"conformed-name": "MYLAN LABORATORIES INC", "cik": "0000069499", "assigned-sic": "2834", "irs-number": "251211621", "state-of-incorporation": "PA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42182", "film-number": "678494"}, "business-address": {"street1": "130 SEVENTH ST", "street2": "1030 CENTURY BLDG", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4122320100"}, "mail-address": {"street1": "1030 CENTURY BUILDING", "street2": "130 SEVENTH STREET", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}, "former-company": {"former-conformed-name": "FRM CORP", "date-changed": "19711003"}}
Registration No. 333-_______________.

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        under the Securities Act of 1933

                             Mylan Laboratories Inc.
                          -------------------------------
                  (Exact Name of Issuer as specified in its charter)

                Pennsylvania                          25-1211621
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
        incorporation or organization)
   1030 Century Building, 130 Seventh Street
               Pittsburgh, Pennsylvania                  15222
       (Address of principal executive offices)        (Zip Code)

                        Mylan Profit Sharing 401(k) Plan

                              (Full Title of Plan)

                                  Milan Puskar

                             Chief Executive Officer

                    1030 Century Building, 130 Seventh Street

                         Pittsburgh, Pennsylvania 15222

                     (Name and address of agent for service)

                                 (412) 232-0100

          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            David G. Edwards, Esquire
                            Doepken Keevican & Weiss
                     58th Floor, USX Tower, 600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                         CALCULATION OF REGISTRATION FEE
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------

                                                            Proposed Maximum            Proposed Maximum

     Title of Securities            Amount to be             Offering Price                 Aggregate               Amount of
      to be Registered               Registered                per Share                 Offering Price          Registration Fee
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------

Common Stock $.01 par value           1,000,000                $20.25 (1)                $20,250,000 (1)             $5,346(1)
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------
Common stock purchase rights
                                     1,000,000                     (2)                        (2)                      (2)
------------------------------ ----------------------- --------------------------- -------------------------- ----------------------
--------------------------------------
(1) Estimated for the purpose of calculating  the  registration  fee pursuant to
Rule 457(c) for the shares registered  hereunder,  being the average of the high
and low prices for the Registrant's  Common Stock on the New York Stock Exchange
on July 19, 2000.

     (2) Rights to purchase  Common Stock (the "Rights")  initially are attached
to and trade with the shares of Common  Stock  being  registered  hereby.  Value
attributable  to such  Rights,  if any, is  reflected in the market price of the
Common Stock.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  Registrant  has  incorporated  by reference  in this  Registration
Statement the documents  listed below.  These documents have been filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.

         1.       The Registrant's Annual Report on Form 10-K for the year ended
                  March 31, 2000.

         2.       The description of the  Registrant's  Common Stock included in
                  the  Registration  Statement  on Form 8-A filed April 3, 1986,
                  including any subsequent amendment or any report filed for the
                  purpose of updating such description.

         3.       The   description  of  the  Rights  included  in  Registration
                  Statement on Form 8-A filed  September 3, 1996,  as amended by
                  Amendment No. 1 to Registration  Statement on Form 8-A/A filed
                  December 5, 1996, and as further amended by Amendment No. 2 to
                  Registration  Statement  on Form 8-A/A filed  March 31,  2000,
                  including any subsequent amendment or any report filed for the
                  purpose of updating such description.

         4.       The Registrant's Form 8-K filed on July 13, 2000.

               All documents filed by the Registrant pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Exchange  Act,  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  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
respective dates of filing of such documents.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Doepken   Keevican   &Weiss   Professional   Corporation,   Pittsburgh,
Pennsylvania  has given its opinion as to the legality of the Common Stock being
offered.  Robert W. Smiley,  who is of counsel to Doepken Keevican & Weiss, also
serves as the Registrant's Secretary.

Item 6.  Indemnification of Directors and Officers.

         In  accordance  with the  Pennsylvania  Business  Corporation  Law, the
Registrant's  By-Laws  provide  that none of its  directors  will be  personally
liable for monetary  damages for taking or failing to take any action unless the
director  has  breached  or  failed  to  perform  the  duties   required   under
Pennsylvania law and this breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
5

         As permitted under  Pennsylvania law, the Registrant's  By-Laws provide
that the  Registrant  will  indemnify its  directors and officers  under certain
circumstances  for  expenses,   judgments,  fines  or  settlements  incurred  in
connection  with  suits and other  legal  proceedings.  Pennsylvania  law allows
indemnification  in cases where the person  "acted in good faith and in a manner
he  reasonably  believed to be in, or not opposed to the best  interests  of the
corporation  and,  with respect to any criminal  proceeding,  had no  reasonable
cause to believe his conduct was unlawful."

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings.

The Registrant hereby undertakes:

         (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;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  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 this registration
statement;

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

         Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.
(2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement 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.

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

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  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 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.
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 Pittsburgh, Commonwealth of Pennsylvania, on July
14, 2000.

                          Mylan Laboratories Inc.
                          (Registrant)

                 By:      /s/  Milan Puskar

                          Milan Puskar, Chairman and Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the  undersigned,  being the members of the  Compensation  Committee,  have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized in the City of Pittsburgh,  Commonwealth
of Pennsylvania, on July 14, 2000.

                               Mylan Laboratories Inc. Compensation Committee

                      By:         /s/ Laurence S. DeLynn

                               Laurence S. DeLynn , Committee Member

                                 /s/ John C. Gaisford

                               John C. Gaisford, M.D., Committee Member

                            POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Milan Puskar and Patricia A. Sunseri and
each of them,  with full power to act  without  the  other,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  and to file the same with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents of any of them, or any substitute or  substitutes,
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 dates indicated.

                  SIGNATURE           TITLE                  DATE
-------------------------------  ------------------  ------------------------

/s/ Milan Puskar                Chairman, Chief Executive
------------------------        (principal executive officer)
Milan Puskar                    and Director                   July 14, 2000

/s/ Dana G. Barnett             Executive Vice President
------------------------        and Director
Dana G. Barnett                                                July 14, 2000

/s/ Patricia A. Sunseri         Vice President
------------------------        and Director
Patricia A. Sunseri                                            July 14, 2000

/s/ Donald C. Schilling         Vice President of Finance
-----------------------         (principal financial and
Donald C. Schilling             accounting officer)            July 14, 2000

/s/ Laurence S. DeLynn          Director                       July 14, 2000
----------------------
Laurence S. DeLynn

/s/ Douglas J. Leech            Director                       July 14, 2000
----------------------
Douglas J. Leech

/s/ John C. Gaisford            Director                       July 14, 2000
----------------------
John C. Gaisford, M.D.

C.B. Todd                       Director                       July 14, 2000
----------------------
C.B. Todd
Index to Exhibits

4.1* Form of Mylan Profit Sharing 401(k) Plan.

4.2  Amended and Restated Articles of Incorporation of the Registrant  (included
     as an exhibit in the Form S-8 of the  Registrant  filed with the Commission
     on December 23, 1997, Registration No. 333-43081 and incorporated herein by
     reference).

4.3  Bylaws of the Registrant, as amended to date (included as an exhibit in the
     Form S-8 of the Registrant  filed with the Commission on December 23, 1997,
     Registration No. 333-43081 and incorporated herein by reference).

5.1* Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1 Consent of Doepken Keevican & Weiss Professional  Corporation  (included in
     the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2*Consent of  Deloitte & Touche LLP  relating to its report  regarding  Mylan
     Laboratories Inc.

23.3*Consent of Deloitte & Touche LLP relating to its report regarding  Somerset
     Pharmaceuticals, Inc.

24.1 Powers  of  Attorney  (included  on  signature  page  of  the  Registration
     Statement).

-------------------------
*  Filed herewith.

                                        7

Exhibit 4.1
                                   MYLAN

                           PROFIT SHARING 401(K) PLAN
TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

                                   ARTICLE II

                                 ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER.........................16
2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY.............................17
2.3      POWERS AND DUTIES OF THE ADMINISTRATOR..............................17
2.4      RECORDS AND REPORTS.................................................19
2.5      APPOINTMENT OF ADVISERS.............................................19
2.6      PAYMENT OF EXPENSES.................................................19
2.7      CLAIMS PROCEDURE....................................................20
2.8      CLAIMS REVIEW PROCEDURE.............................................20

                                   ARTICLE III

                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY...........................................21
3.2      EFFECTIVE DATE OF PARTICIPATION.....................................21
3.3      DETERMINATION OF ELIGIBILITY........................................21
3.4      TERMINATION OF ELIGIBILITY..........................................21
3.5      OMISSION OF ELIGIBLE EMPLOYEE.......................................21
3.6      INCLUSION OF INELIGIBLE EMPLOYEE....................................22

                                   ARTICLE IV

                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION.......................22
4.2      PARTICIPANT'S SALARY REDUCTION ELECTION.............................23
4.3      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION............................27
4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS................28
4.5      ACTUAL DEFERRAL PERCENTAGE TESTS....................................31
4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS......................35
4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS................................37
4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS..................41
4.9      MAXIMUM ANNUAL ADDITIONS............................................43
4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...........................45
4.11     TRANSFERS FROM QUALIFIED PLANS......................................46
4.12     VOLUNTARY CONTRIBUTIONS.............................................48
4.13     DIRECTED INVESTMENT ACCOUNT.........................................48

                                        ARTICLE V
                                       VALUATIONS

5.1      VALUATION OF THE TRUST FUND.........................................50
5.2      METHOD OF VALUATION.................................................50

                                         ARTICLE VI
                         DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT...........................51
6.2      DETERMINATION OF BENEFITS UPON DEATH................................51
6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY....................53
6.4      DETERMINATION OF BENEFITS UPON TERMINATION..........................53
6.5      DISTRIBUTION OF BENEFITS............................................58
6.6      DISTRIBUTION OF BENEFITS UPON DEATH.................................64
6.7      TIME OF SEGREGATION OR DISTRIBUTION.................................68
6.8      DISTRIBUTION FOR MINOR BENEFICIARY..................................68
6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN......................68
6.10     PRE-RETIREMENT DISTRIBUTION.........................................69
6.11     ADVANCE DISTRIBUTION FOR HARDSHIP...................................70
6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.....................73
6.13     DIRECT ROLLOVER.....................................................73
ARTICLE VII

                     AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1      AMENDMENT...........................................................74
7.2      TERMINATION.........................................................75
7.3      MERGER OR CONSOLIDATION.............................................75
7.4      LOANS TO PARTICIPANTS...............................................76

                                  ARTICLE VIII

                                    TOP HEAVY

8.1      TOP HEAVY PLAN REQUIREMENTS.........................................77
8.2      DETERMINATION OF TOP HEAVY STATUS...................................77

                                   ARTICLE IX

                                  MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS................................................80
9.2      ALIENATION..........................................................81
9.3      CONSTRUCTION OF PLAN................................................82
9.4      GENDER AND NUMBER...................................................82
9.5      LEGAL ACTION........................................................82
9.6      PROHIBITION AGAINST DIVERSION OF FUNDS..............................82
9.7      BONDING.............................................................83
9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE..........................83
9.9      INSURER'S PROTECTIVE CLAUSE.........................................83
9.10     RECEIPT AND RELEASE FOR PAYMENTS....................................84
9.11     ACTION BY THE EMPLOYER..............................................84
9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY..................84
9.13     HEADINGS............................................................85
9.14     APPROVAL BY INTERNAL REVENUE SERVICE................................85
9.15     UNIFORMITY..........................................................85
ARTICLE X

                             PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS.........................................86
10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS.............................86
10.3     DESIGNATION OF AGENT................................................86
10.4     EMPLOYEE TRANSFERS..................................................87
10.5     PARTICIPATING EMPLOYER CONTRIBUTION.................................87
10.6     AMENDMENT...........................................................87
10.7     DISCONTINUANCE OF PARTICIPATION.....................................87
10.8     ADMINISTRATOR'S AUTHORITY...........................................88

                                    SCHEDULES

         SCHEDULE 6.2    PROTECTED OPTIONAL FORMS OF DEATH BENEFIT
     SCHEDULE 6.5    PROTECTED OPTIONAL FORMS OF BENEFIT DISTRIBUTION
                 SCHEDULE 7.4   PARTICIPANT LOAN  PROGRAM
                 SCHEDULE 10.1    PARTICIPATING EMPLOYERS
MYLAN

                           PROFIT SHARING 401(K) PLAN

        THIS  PLAN,  hereby  adopted  this  29th day of  March,  2000,  by Mylan
         Laboratories Inc. (herein referred to as the "Employer").

                                W I T N E S S E T H:

                  WHEREAS, the Employer heretofore  established a Profit Sharing
Plan effective April 1, 1979, (hereinafter called the "Effective Date") known as
Mylan  Laboratories  Inc.  Employees  Profit  Sharing  Plan and which plan shall
hereinafter be known as Mylan Profit Sharing 401(k) Plan (herein  referred to as
the "Plan") in recognition of the contribution made to its successful  operation
by its employees and for the exclusive benefit of its eligible employees; and

                  WHEREAS,  under the terms of the Plan,  the  Employer  has the
ability to amend the Plan,  provided the Trustee joins in such  amendment if the
provisions of the Plan affecting the Trustee are amended;

                  NOW,  THEREFORE,  generally effective April 1, 1997, except as
otherwise  provided,   and  in  particular  the  salary  deferral  and  matching
contributions provisions are effective April 1, 2000, the Employer in accordance
with the provisions of the Plan pertaining to amendments thereof,  hereby amends
the Plan in its entirety and restates the Plan to provide as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

         1.2 "Administrator"  means the Employer unless another person or entity
has been  designated by the Employer  pursuant to Section 2.2 to administer  the
Plan on behalf of the Employer.

         1.3 "Affiliated  Employer" means any corporation which is a member of a
controlled  group of  corporations  (as defined in Code  Section  414(b))  which
includes the Employer; any trade or business (whether or not incorporated) which
is under common  control (as defined in Code Section  414(c)) with the Employer;
any  organization  (whether  or  not  incorporated)  which  is a  member  of  an
affiliated  service group (as defined in Code Section 414(m)) which includes the
Employer;  and any other  entity  required to be  aggregated  with the  Employer
pursuant to Regulations under Code Section 414(o).

         1.4 "Aggregate  Account" means, with respect to each  Participant,  the
value  of  all  accounts   maintained  on  behalf  of  a  Participant,   whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 8.2.

                                                         1
1.5      "Anniversary Date" means December 31st.

         1.6 "Annuity Starting Date" means, with respect to any Participant, the
first day of the first  period  for which an amount is paid as an annuity or any
other form.

         1.7  "Beneficiary"  means the  person  to whom the share of a  deceased
Participant's total account is payable,  subject to the restrictions of Sections
6.2 and 6.6.

         1.8      "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

         1.9   "Compensation"   with  respect  to  any  Participant  means  such
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 Regulation
1.62-2(c)) for a Plan Year.

                  Compensation  shall exclude (a)(1)  contributions  made by the
Employer  to  a  plan  of  deferred   compensation   to  the  extent  that,  the
contributions  are not includible in the gross income of the Participant for the
taxable year in which contributed,  (2) Employer contributions made on behalf of
an Employee to a  simplified  employee  pension  plan  described in Code Section
408(k) to the extent such contributions are excludable from the Employee's gross
income, (3) any distributions from a plan of deferred compensation;  (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;  and (d) other amounts  which  receive  special tax benefits,  or
contributions  made by the  Employer  (whether  or not under a salary  reduction
agreement)  towards  the  purchase  of any annuity  contract  described  in Code
Section 403(b) (whether or not the  contributions  are actually  excludable from
the gross income of the Employee).

                  For   purposes  of  this   Section,   the   determination   of
Compensation shall be made by:

                           (a)  excluding  (even if  includible in gross income)
                  reimbursements  or other expense  allowances,  fringe benefits
                  (cash or noncash), moving expenses, deferred compensation, and
                  welfare benefits.

                           (b) including  amounts which are  contributed  by the
                  Employer  pursuant to a salary  reduction  agreement and which
                  are not  includible  in the gross  income  of the  Participant
                  under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or
                  457(b),

                                                         2
and Employee contributions described in Code Section 414(h)(2)
                  that are treated as Employer contributions.

                  For   a   Participant's   initial   year   of   participation,
Compensation  shall  be  recognized  as of  such  Employee's  effective  date of
participation pursuant to Section 3.2.

                  Compensation in excess of $150,000 shall be disregarded.  Such
amount shall be adjusted for increases in the cost of living in accordance  with
Code Section 401(a)(17),  except that the dollar increase in effect on January 1
of any calendar  year shall be  effective  for the Plan Year  beginning  with or
within such calendar year. For any short Plan Year the Compensation  limit shall
be an amount equal to the Compensation  limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12).

                  For purposes of this Section,  if the Plan is a plan described
in Code Section 413(c) or 414(f) (a plan  maintained by more than one Employer),
the  limitation  applies  separately  with  respect to the  Compensation  of any
Participant from each Employer maintaining the Plan.

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of Compensation  has been modified,  then, for Plan
Years prior to the Plan Year which  includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

         1.10 "Contract" or "Policy" means any life insurance policy, retirement
income or  annuity  policy or  annuity  contract  (group or  individual)  issued
pursuant to the terms of the Plan.

         1.11 "Deferred  Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's  deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

         1.12 "Designated  Investment  Alternative" means a specific  investment
identified  by name by a Fiduciary  as an  available  investment  under the Plan
which may be acquired or disposed of by the Trustee  pursuant to the  investment
direction by a Participant.

         1.13     "Directed Investment Option" means one or more of the
following:

                           (a)      a Designated Investment Alternative.

                           (b) any other  investment  permitted  by the Plan and
                  the Participant  Direction Procedures and acquired or disposed
                  of by the Trustee  pursuant to the  investment  direction of a
                  Participant.

                                                         3
1.14 "Early  Retirement Date" means,  except as otherwise reduced for a
particular  Participant  group as provided below in this Section 1.14, the first
day of the month  (prior  to the  Normal  Retirement  Date)  coinciding  with or
following the date on which a Participant or Former Participant  attains age 55,
and has  completed  at least 7 whole  years of his  Period of  Service  with the
Employer (Early  Retirement  Age). A Participant  shall become fully Vested upon
satisfying this requirement if still employed at his Early Retirement Age.

                  A  Former   Participant   who  terminates   employment   after
satisfying  the service  requirement  for Early  Retirement  and who  thereafter
reaches the age  requirement  contained  herein shall be entitled to receive his
benefits under this Plan.

                  For a Participant who had an account under the former Penederm
Incorporated 401(k) Plan, last maintained by Bertek  Pharmaceuticals Inc., which
account  was merged  with and into,  or  transferred  (other than by a direct or
indirect  rollover  transfer) to, this Plan on April 1, 2000,  "Early Retirement
Date"  means the first day of the month  (prior to the Normal  Retirement  Date)
coinciding  with  or  following  the  date  on  which a  Participant  or  Former
Participant  attains  age 55, and has  completed  at least 5 whole  years of his
Period of Service with the Employer (Early Retirement Age).

         1.15 "Elective  Contribution"  means the Employer  contributions to the
Plan of Deferred  Compensation  excluding any such amounts distributed as excess
"annual  additions"  pursuant to Section  4.10(a).  In  addition,  the  Employer
contribution  made pursuant to Section  4.1(b) which is used to satisfy the safe
harbor  methods  permitted by Code Sections  401(k)(12)  and  401(m)(11) and the
Employer matching  contribution made pursuant to Section 4.1(c) which is used to
satisfy  the  "Actual  Deferral  Percentage"  tests and any  Employer  Qualified
Non-Elective  Contribution  made pursuant to Section  4.1(d) and Section  4.6(b)
which  is used to  satisfy  the  "Actual  Deferral  Percentage"  tests  shall be
considered an Elective  Contribution for purposes of the Plan. Any contributions
deemed to be Elective  Contributions (whether or not used to satisfy the "Actual
Deferral  Percentage"  tests) shall be subject to the  requirements  of Sections
4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination
requirements  of  Regulation  1.401(k)-l(b)(5),  the  provisions  of  which  are
specifically incorporated herein by reference.

         1.16 "Eligible Employee" means any Employee, except for those groups of
employees identified in this Section as not eligible to participate in the Plan.

                  Employees who are Leased  Employees within the meaning of Code
Sections  414(n)(2) and 414(o)(2)  shall not be eligible to  participate in this
Plan.

                  Employees  whose  employment  is  governed  by the  terms of a
collective  bargaining  agreement between Employee  representatives  (within the
meaning of Code Section  7701(a)(46))  and the Employer  under which  retirement
benefits were the subject of good faith bargaining  between the parties will not
be eligible to participate in this Plan unless such agreement expressly provides
for coverage in this Plan.

                                                         4
Interns shall not be eligible to participate in this Plan.

                  Employees who are  nonresident  aliens  (within the meaning of
Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning
of Code Section  911(d)(2))  from the  Employer  which  constitutes  income from
sources within the United States (within the meaning of Code Section  861(a)(3))
shall not be eligible to participate in this Plan.

                  Employees of an Affiliated  Employer  shall not be eligible to
participate  in this Plan  unless  such  Affiliated  Employer  has  specifically
adopted this Plan in writing.

         1.17  "Employee"  means any person who is employed  by the  Employer or
Affiliated Employer.  Employee shall include Leased Employees within the meaning
of Code  Sections  414(n)(2)  and  414(o)(2)  unless such Leased  Employees  are
covered by a plan described in Code Section  414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's  non-highly  compensated work
force.

         1.18 "Employer" means Mylan  Laboratories  Inc. and any successor which
shall maintain this Plan; and any  predecessor  which has maintained  this Plan.
The Employer is a corporation,  with principal  offices in the  Commonwealth  of
Pennsylvania.  In addition,  where appropriate,  the term Employer shall include
any  Participating  Employer (as defined in Section 10.1) which shall adopt this
Plan.

         1.19 "Excess Aggregate  Contributions"  means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching  contributions
made pursuant to Section 4.1(b) (to the extent such matching  contributions  are
not  used to  satisfy  the  safe  harbor  methods  permitted  by  Code  Sections
401(k)(12) and 401(m)(11)),  Employer  matching  contributions  made pursuant to
Section  4.1(c)  (to the  extent  such  matching  contributions  are not used to
satisfy the "Actual Deferral  Percentage" tests) and any qualified  non-elective
contributions  or  elective  deferrals  taken into  account  pursuant to Section
4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over the
maximum amount of such contributions  permitted under the limitations of Section
4.7(a)   (determined  by  reducing   contributions  made  on  behalf  of  Highly
Compensated  Participants in order of the actual  contribution  ratios beginning
with the highest of such ratios).

         1.20 "Excess  Contributions"  means,  with respect to a Plan Year,  the
excess  of  Elective   Contributions   used  to  satisfy  the  "Actual  Deferral
Percentage" tests made on behalf of Highly Compensated Participants for the Plan
Year over the  maximum  amount of such  contributions  permitted  under  Section
4.5(a)   (determined  by  reducing   contributions  made  on  behalf  of  Highly
Compensated  Participants in order of the actual deferral ratios  beginning with
the highest of such ratios). Excess Contributions shall be treated as an "annual
addition" pursuant to Section 4.9(b).

         1.21 "Excess Deferred  Compensation" means, with respect to any taxable
year of a Participant,  the excess of the aggregate amount of such Participant's
Deferred  Compensation  and the elective  deferrals  pursuant to Section  4.2(f)
actually made on behalf of such Participant for such

                                                         5
taxable year,  over the dollar  limitation  provided for in Code Section 402(g),
which is incorporated herein by reference. Excess Deferred Compensation shall be
treated as an "annual  addition"  pursuant to Section 4.9(b) when contributed to
the Plan unless distributed to the affected Participant not later than the first
April 15th following the close of the Participant's taxable year.  Additionally,
for  purposes of Sections 8.2 and 4.4(g),  Excess  Deferred  Compensation  shall
continue to be treated as Employer contributions even if distributed pursuant to
Section 4.2(f).  However, Excess Deferred Compensation of Non-Highly Compensated
Participants  is not taken into  account for  purposes of Section  4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

         1.22 "Fiduciary"  means any person who (a) exercises any  discretionary
authority  or  discretionary  control  respecting  management  of  the  Plan  or
exercises any authority or control  respecting  management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect,  with  respect to any monies or other  property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary  authority or
discretionary  responsibility in the administration of the Plan, including,  but
not limited to, the Trustee,  the Employer and its representative  body, and the
Administrator.

         1.23 "Fiscal Year" means the  Employer's  accounting  year of 12 months
commencing on April 1st of each year and ending the following March 31st.

         1.24     "Forfeiture" means that portion of a Participant's Account
that is not Vested, and occurs on the earlier of:

                           (a)      the distribution of the entire Vested
portion of a Terminated Participant's Account, or

                           (b)      the last day of the Plan Year in which the
Participant incurs five (5) consecutive 1-Year Breaks in Service.

                  Furthermore,  for purposes of paragraph (a) above, in the case
of a  Terminated  Participant  whose  Vested  benefit is zero,  such  Terminated
Participant  shall be deemed  to have  received  a  distribution  of his  Vested
benefit upon his  termination of employment with the Employer and any Affiliated
Employer. Restoration of such amounts shall occur pursuant to Section 6.4(i)(2).
In  addition,  the term  Forfeiture  shall  also  include  amounts  deemed to be
Forfeitures pursuant to any other provision of this Plan.

         1.25 "Former Participant" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

         1.26 "415  Compensation"  with  respect to any  Participant  means such
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

                                                         6
(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 Regulation  1.62-2(c))
for a Plan Year.

                  "415 Compensation" shall exclude (a)(1)  contributions made by
the  Employer  to a plan  of  deferred  compensation  to the  extent  that,  the
contributions  are not includible in the gross income of the Participant for the
taxable year in which contributed,  (2) Employer contributions made on behalf of
an Employee to a  simplified  employee  pension  plan  described in Code Section
408(k) to the extent such contributions are excludable from the Employee's gross
income, (3) any distributions from a plan of deferred compensation;  (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;  and (d) other amounts  which  receive  special tax benefits,  or
contributions  made by the  Employer  (whether  or not under a salary  reduction
agreement)  towards  the  purchase  of any annuity  contract  described  in Code
Section 403(b) (whether or not the  contributions  are actually  excludable from
the gross income of the Employee).

                  For Plan Years beginning after December 31, 1997, for purposes
of this  Section,  the  determination  of "415  Compensation"  shall include any
elective deferral (as defined in Code Section  402(g)(3)),  and any amount which
is  contributed  or deferred by the Employer at the election of the  Participant
and which is not includible in the gross income of the  Participant by reason of
Code Sections 125 or 457.

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of "415 Compensation" has been modified,  then, for
Plan  Years  prior to the Plan Year which  includes  the  adoption  date of this
amendment and restatement,  "415  Compensation"  means  compensation  determined
pursuant to the Plan then in effect.

         1.27 414(s)  Compensation"  with respect to any  Participant  means the
Participant's  "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include 414(s) Compensation"
for the  entire  twelve  (12) month  period  ending on the last day of such Plan
Year,  except  that  "414(s)  Compensation"  shall only be  recognized  for that
portion of the Plan Year during which an Employee was a Participant in the Plan.

                  For purposes of this  Section,  the  determination  of "414(s)
Compensation"  shall be made by excluding  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross income of the  Participant  under Code  Sections 125, 402 (e) (3) ,
402 (h) (1) (B) , 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2)that are treated as Employer contributions.

                                                         7
"414(s)Compensation"   in   excess   of   $150,000   shall  be
disregarded.  Such amount shall be adjusted for  increases in the cost of living
in accordance with Code Section  401(a)(17),  except that the dollar increase in
effect on January 1 of any calendar  year shall be  effective  for the Plan Year
beginning with or within such calendar year. For any short Plan Year the "414(s)
Compensation" limit shall be an amount equal to the "414(s)  Compensation" limit
for the  calendar  year in which the Plan Year  begins  multiplied  by the ratio
obtained by dividing  the number of full months in the short Plan Year by twelve
(12).

                  If, in  connection  with the  adoption of this  amendment  and
restatement,  the definition of "414(s)  Compensation" has been modified,  then,
for Plan Years prior to the Plan Year which  includes the adoption  date of this
amendment and restatement,  "414(s) Compensation" means compensation  determined
pursuant to the Plan then in effect.

         1.28 "Highly  Compensated  Employee"  means,  for Plan Years  beginning
after  December 31, 1996, an Employee  described in Code Section  414(q) and the
Regulations  thereunder,  and generally means an Employee who performed services
for the Employer  during the  "determination  year" and is in one or more of the
following groups:

                           (a)   Employees   who  at   any   time   during   the
                  "determination  year" or "look- back year" were "five  percent
                  owners" as defined in Section 1.34(c).

                           (b)      Employees who received "415 Compensation"
during the "look-back year" from the Employer in excess of $80,000.

                  The  "determination  year"  shall be the Plan  Year for  which
testing is being  performed,  and the "look-back  year" shall be the immediately
preceding  twelve-month  period.   However,  for  purposes  of  (b)  above,  the
"look-back  year" shall be the calendar year beginning  within the twelve- month
period immediately preceding the "determination year."

                  Notwithstanding  the above,  for the first Plan Year beginning
after December 31, 1996, the "look-back  year" shall be the calendar year ending
with or within  the Plan  Year for which  testing  is being  performed,  and the
"determination  year" (if applicable) shall be the period of time, if any, which
extends  beyond the  "look-back  year" and ends on the last day of the Plan Year
for which testing is being performed (the "lag period").

                  For  purposes  of  this  Section,  the  determination  of "415
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h)(1)(B),  403(b) or 457(b),  and Employee  contributions  described in Code
Section 414(h)(2) that are treated as Employer contributions.  Additionally, the
dollar  threshold  amount  specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996.

                                                         8
In the case of such an  adjustment,  the dollar  limit which shall be applied is
the limit for the calendar year in which the "look-back year" begins.

                  In determining who is a Highly Compensated Employee, Employees
who are non-  resident  aliens and who  received  no earned  income  (within the
meaning of Code Section 911(d)(2)) from the Employer  constituting United States
source income within the meaning of Code Section  861(a)(3) shall not be treated
as Employees. Additionally, all Affiliated Employers shall be taken into account
as a single  employer and Leased  Employees  within the meaning of Code Sections
414(n)(2)  and  414(o)(2)  shall be  considered  Employees  unless  such  Leased
Employees are covered by a plan described in Code Section  414(n)(5) and are not
covered in any  qualified  plan  maintained  by the  Employer.  The exclusion of
Leased  Employees for this purpose shall be applied on a uniform and  consistent
basis for all of the Employer's  retirement  plans.  Highly  Compensated  Former
Employees  shall be treated as Highly  Compensated  Employees  without regard to
whether they performed services during the "determination year."

         1.29 "Highly  Compensated  Former Employee" means a former Employee who
had a  separation  year  prior  to the  "determination  year"  and was a  Highly
Compensated  Employee  in  the  year  of  separation  from  service  or  in  any
"determination year" after attaining age 55.  Notwithstanding the foregoing,  an
Employee who  separated  from service  prior to 1987 will be treated as a Highly
Compensated  Former  Employee  only if  during  the  separation  year  (or  year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th  birthday),  the Employee either
received "415  Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent  owner" shall be  determined in  accordance  with Section  1.28.  Highly
Compensated Former Employees shall be treated as Highly  Compensated  Employees.
The  method  set  forth  in  this  Section  for  determining  who  is a  "Highly
Compensated  Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

         1.30     "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

         1.31 "Hour of Service" means each hour for which an Employee is paid or
entitled to payment for the performance of duties for the Employer.

         1.32 "Income" means the income or losses  allocable to Excess  Deferred
Compensation,  Excess  Contributions  or Excess  Aggregate  Contributions  which
amount shall be  allocated in the same manner as income or losses are  allocated
pursuant to Section 4.4(f).

         1.33  "Investment  Manager"  means an entity  that (a) has the power to
manage,  acquire,  or dispose  of Plan  assets  and (b)  acknowledges  fiduciary
responsibility  to the Plan in writing.  Such entity must be a person,  firm, or
corporation  registered as an investment  adviser under the Investment  Advisers
Act of 1940, a bank, or an insurance company.

                                                         9
1.34 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder.  Generally,  any Employee or former Employee (as
well as each of his  Beneficiaries)  is  considered a Key Employee if he, at any
time during the Plan Year that contains the  "Determination  Date" or any of the
preceding  four  (4)  Plan  Years,  has been  included  in one of the  following
categories:

                           (a) an  officer  of the  Employer  (as  that  term is
                  defined  within  the  meaning  of the  Regulations  under Code
                  Section 416) having annual "415 Compensation"  greater than 50
                  percent   of  the  amount  in  effect   under   Code   Section
                  415(b)(1)(A) for any such Plan Year.

                           (b)  one of the  ten  employees  having  annual  "415
                  Compensation"  from the  Employer for a Plan Year greater than
                  the  dollar   limitation   in  effect   under   Code   Section
                  415(c)(1)(A)  for the  calendar  year in which  such Plan Year
                  ends and owning (or considered as owning within the meaning of
                  Code Section 318) both more than one-half percent interest and
                  the largest interests in the Employer.

                           (c) a "five  percent  owner" of the  Employer.  "Five
                  percent  owner" means any person who owns (or is considered as
                  owning  within the meaning of Code Section 318) more than five
                  percent (5%) of the outstanding stock of the Employer or stock
                  possessing  more than five percent (5%) of the total  combined
                  voting  power of all stock of the  Employer or, in the case of
                  an unincorporated  business any person who owns more than five
                  percent  (5%)  of  the  capital  or  profits  interest  in the
                  Employer.  In  determining   percentage  ownership  hereunder,
                  employers  that  would  otherwise  be  aggregated  under  Code
                  Sections 414(b), (c), (m) and (o) shall be treated as separate
                  employers.

                           (d) a "one percent  owner" of the Employer  having an
                  annual  "415  Compensation"  from the  Employer  of more  than
                  $150,000. "One percent owner" means any person who owns (or is
                  considered  as owning  within the meaning of Code Section 318)
                  more than one  percent  (1%) of the  outstanding  stock of the
                  Employer or stock possessing more than one percent (1%) of the
                  total  combined  voting power of all stock of the Employer or,
                  in the case of an unincorporated business, any person who owns
                  more than one percent (1%) of the capital or profits  interest
                  in  the  Employer.   In   determining   percentage   ownership
                  hereunder,  employers that would otherwise be aggregated under
                  Code  Sections  414(b),  (c),  (m) and (o) shall be treated as
                  separate   employers.   However,  in  determining  whether  an
                  individual has "415 Compensation" of more than $150,000,  "415
                  Compensation"  from each  employer  required to be  aggregated
                  under Code  Sections  414(b),  (c), (m) and (o) shall be taken
                  into account.

                  For  purposes  of  this  Section,  the  determination  of "415
Compensation"  shall be made by including  amounts which are  contributed by the
Employer pursuant to a salary reduction

                                                        10
agreement and which are not  includible  in the gross income of the  Participant
under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions  described in Code Section  414(h)(2) that are treated as Employer
contributions.

         1.35 "Late Retirement Date" means the first day of the month coinciding
with or next  following a  Participant's  actual  Retirement  Date after  having
reached his Normal Retirement Date.

         1.36 "Leased  Employee,  means, for Plan Years beginning after December
31, 1996,  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 Code Section 414(n)(6)) on a substantially
full  time  basis  for a period of at least  one  year,  and such  services  are
performed  under  primary  direction  or  control  by  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:

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

                           (1) a non-integrated employer contribution rate of at
                           least 10% of compensation, as defined in Code Section
                           415(c)(3),    but   including   amounts   which   are
                           contributed  by the  Employer  pursuant  to a  salary
                           reduction  agreement and which are not  includible in
                           the  gross  income  of  the  Participant  under  Code
                           Sections  125,  402(e)(3),  402(h)(1)(B),  403(b)  or
                           457(b), and Employee contributions  described in Code
                           Section   414(h)(2)  that  are  treated  as  Employer
                           contributions.

                           (2)      immediate participation; and

                           (3)      full and immediate vesting; and

                           (b)      if Leased Employees do not constitute more
than 20% of the recipient's non-highly compensated work force.

         1.37 "Non-Elective  Contribution"  means the Employer  contributions to
the Plan excluding,  however,  contributions  made pursuant to the Participant's
deferral  election  provided  for in  Section  4.2,  matching  contributions  or
nonelective  contributions  (which are used to satisfy the safe  harbor  methods
permitted by Code Sections  401(k)(12) and 401(m)(11))  made pursuant to Section
4.1(b),   matching  contributions  (which  are  used  in  the  "Actual  Deferral
Percentage"   tests)  made   pursuant  to  Section   4.1(c)  and  any  Qualified
Non-Elective Contribution used in the "Actual Deferral Percentage" tests.

                                                        11
1.38 "Non-Highly Compensated  Participant" means any Participant who is
not a Highly Compensated Employee. However, for the Plan Year prior to the first
Plan Year of this amendment and restatement,  for the purposes of Section 4.5(a)
and  Section  4.6,  if the  prior  year  testing  method is used,  a  Non-Highly
Compensated  Participant  shall be  determined  using the  definition  of highly
compensated employee in effect for the preceding Plan Year.

         1.39     "Non-Key Employee" means any Employee or former Employee (and
his Beneficiaries) who is not a Key Employee.

         1.40 "Normal  Retirement Age" means,  except as otherwise reduced for a
particular  Participant  group as  provided  below  in this  Section  1.40,  the
Participant's  65th  birthday.  A  Participant  shall become fully Vested in his
Participant's Account upon attaining his Normal Retirement Age.

                  For a Participant who had an account under the former Penederm
Incorporated 401(k) Plan, last maintained by Bertek  Pharmaceuticals Inc., which
account  was merged  with and into,  or  transferred  (other than by a direct or
indirect rollover  transfer) to, this Plan on April 1, 2000,  "Normal Retirement
Age" means the Participant's 62nd birthday.

         1.41  "Normal  Retirement  Date"  means  the  first  day of  the  month
coinciding with or next following the Participant's Normal Retirement Age.

         1.42     "1-Year Break in Service" means a Period of Severance of at
least 12 consecutive months.

         1.43 "Participant"  means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate  further in the
Plan.

         1.44  "Participant   Direction  Procedures"  means  such  instructions,
guidelines or policies,  the terms of which are incorporated herein, as shall be
established  pursuant  to Section  4.13 and  observed by the  Administrator  and
applied and provided to Participants who have Participant Directed Accounts.

         1.45   "Participant's   Account"  means  the  account  established  and
maintained by the  Administrator  for each Participant with respect to his total
interest  in the  Plan  and  Trust  resulting  from  the  Employer  Non-Elective
Contributions.

                  A separate accounting shall be maintained with respect to that
portion  of  the  Participant's   Account   attributable  to  Employer  matching
contributions  and  nonelective  contributions  made pursuant to Section 4.1(b),
Employer  matching  contributions  made  pursuant  to Section  4.1(c),  Employer
discretionary  contributions  made  pursuant to Section  4.1(e) and any Employer
Qualified Non-Elective Contributions.

                                                        12
1.46 "Participant's  Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

         1.47   "Participant's   Directed  Account"  means  that  portion  of  a
Participant's  interest in the Plan with  respect to which the  Participant  has
directed the investment in accordance with the Participant Direction Procedure.

         1.48 "Participant's Elective Account" means the account established and
maintained by the  Administrator  for each Participant with respect to his total
interest  in  the  Plan  and  Trust   resulting   from  the  Employer   Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests. A separate
accounting shall be maintained with respect to that portion of the Participant's
Elective Account attributable to such Elective Contributions pursuant to Section
4.2, Employer matching contributions and nonelective contributions made pursuant
to Section  4.1(b),  Employer  matching  contributions  made pursuant to Section
4.1(c) and any Employer Qualified Non-Elective Contributions.

         1.49 "Period of Service" means the aggregate of all periods  commencing
with the Employee's first day of employment or reemployment with the Employer or
Affiliated Employer and ending on the date a 1-Year Break in Service begins. The
first day of employment or reemployment  is the first day the Employee  performs
an Hour of Service.  An Employee will also receive partial credit for any Period
of Severance of less than 12 consecutive  months.  Fractional  periods of a year
will be expressed in terms of days.

                  If the Employer acquires a business,  the  Administrator  will
determine if any Period of Service will be credited and  recognized  for service
with  the  acquired   business  for  periods  prior  to  the  acquisition.   The
Administrator's determination will be uniform among employees as to any business
acquisition but may be different for each business acquisition.

                  For vesting purposes, Periods of Service prior to the original
effective  date of the Plan shall be  recognized.  Also,  for vesting  purposes,
Periods  of  Service  with  the  Employer,  each  Participating  Employer,  each
Affiliated Employer, and all Periods of Service recognized by a plan at the time
of its merger with and into this Plan shall be recognized.

                  Prior  to  April  1,  2000,   the  Plan  used  a  twelve  (12)
consecutive month computation period and Years of Service method for measuring a
Participant's  eligibility,   vesting  and  participation  for  benefit  accrual
purposes. In addition, certain plans which are, or may be, merged with and into,
or transferred  (other than by a direct or indirect rollover  transfer) to, this
Plan, have used the twelve (12) consecutive month  computation  period and Years
of Service  method for similar  purposes.  In these cases,  the Plan will credit
service in compliance with Regulation  1.410(a)-7(f)  and (g).  Therefore,  each
employee whose service was  determined on the basis of  computation  periods and
then  changes to the elapsed time method  shall  receive  credit for a period of
service consisting of:

                                                        13
(a) A number of years equal to the number of years of
                  service credited to the employee before the computation period
                  during which the change to the elapsed time method occurs; and

                           (b) The  greater of (1) the  period of  service  that
                  would be  credited  to the  employee  under the  elapsed  time
                  method for his service during the entire computation period in
                  which the change to the elapsed time method  occurs or (2) the
                  service  taken  into  account  under the  computation  periods
                  method  as of the  date  of the  change  to the  elapsed  time
                  method; and

                           (c) The period of service for service  subsequent  to
                  the change to the elapsed time commencing on the day after the
                  last day of the computation  period in which the change to the
                  elapsed time method occurs.

         Notwithstanding the above, employees, determined as of April 1, 2000,
of Mylan Laboratories Inc., Mylan Pharmaceuticals Inc., Mylan Technologies Inc.,
UDL Laboratories, Inc. (an Illinois corporation with facilities in Illinois),
UDL Laboratories, Inc. (a Florida corporation with facilities in Florida) and
Bertek Pharmaceuticals Inc. (a Texas corporation with facilities in Texas) shall
be given credit for whichever Period of Service is greater, determined (i) as
provided above or (ii) under the elapsed time method applied as if that method
had been effective as of the employee's first date of employment with the
Employer or Affiliated Employer.

         1.50 "Period of  Severance"  means a  continuous  period of time during
which the Employee is not employed by the  Employer.  Such period  begins on the
date the Employee retires,  quits or is discharged,  or if earlier, the 12 month
anniversary  of the date on which the Employee was  otherwise  first absent from
service.

                  In the  case of an  individual  who is  absent  from  work for
maternity or paternity reasons, the 12-consecutive month period beginning on the
first anniversary of the first day of such absence shall not constitute a 1-Year
Break in Service.  For  purposes  of this  paragraph,  an absence  from work for
maternity or paternity  reasons  means an absence (a) by reason of the pregnancy
of the individual,  (b) by reason of the birth of a child of the individual, (c)
by reason of the placement of a child with the individual in connection with the
adoption  of such child by such  individual,  or (d) for  purposes of caring for
such child for a period beginning immediately following such birth or placement.

         1.51 "Plan" means this instrument, including all amendments thereto.

         1.52 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January lst of each year and ending the following  December  31st,
except for the first Plan Year which commenced April lst.

                                                        14
1.53  "Pre-Retirement  Survivor Annuity" means a death benefit which is
an immediate annuity for the life of the Participant's spouse the payments under
which must be equal to the amount of benefit which can be purchased with 100% of
the accounts of a Participant.

         1.54   "Qualified   Non-Elective   Contribution"   means  any  Employer
contributions  made  pursuant to Section  4.1(d) and Section  4.6(b) and Section
4.8(f). Such contributions shall be considered an Elective  Contribution for the
purposes of the Plan and may be used to satisfy the "Actual Deferral Percentage"
tests or the "Actual Contribution Percentage" tests.

         1.55  "Regulation"  means the Income Tax  Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.

         1.56 "Retired  Participant"  means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         1.57 "Retirement Date" means the date as of which a Participant retires
from active  service with the Employer and any  Affiliated  Employer for reasons
other than Total and Permanent  Disability,  whether such retirement occurs on a
Participant's Normal Retirement Date, Early or Late Retirement Date (see Section
6.1).

         1.58   "Super Top Heavy Plan" means a plan described in Section 8.2(b).

         1.59   "Terminated   Participant"   means  a  person  who  has  been  a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

         1.60     "Top Heavy Plan" means a plan described in Section 8.2(a).

         1.61     "Top Heavy Plan Year" means a Plan Year during which the Plan
is a Top Heavy Plan.

         1.62  "Total  and  Permanent  Disability"  means a  physical  or mental
condition of a Participant  resulting  from bodily  injury,  disease,  or mental
disorder  which  renders him  incapable of  continuing  his usual and  customary
employment  with  the  Employer.  The  disability  of  a  Participant  shall  be
determined  by  a  licensed   physician   chosen  by  the   Administrator.   The
determination shall be applied uniformly to all Participants.

         1.63 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

         1.64  "Trust  Fund"  means the assets of the Plan and Trust as the same
shall exist from time to time.

                                                        15
1.65 "USERRA" means the Uniformed Services  Employment and Reemployment
Rights Act of 1994.  Notwithstanding any provision of this Plan to the contrary,
effective  December 12, 1994,  contributions,  benefits and service  credit with
respect to qualified  military  service will be provided in accordance with Code
Section 414(u).

         1.66 "Valuation Date" means any day that the New York Stock Exchange is
open  for  business  or any  other  date  or  dates  deemed  appropriate  by the
Administrator.

         1.67     "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

         1.68 "Voluntary Contribution Account" means the account established and
maintained by the  Administrator  for each Participant with respect to his total
interest in the Plan resulting from the  Participant's  nondeductible  voluntary
contributions made pursuant to Section 4.12.

                                                    ARTICLE II
                                                  ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                           (a)  In   addition   to  the   general   powers   and
                  responsibilities  otherwise  provided  for in this  Plan,  the
                  Employer  shall be empowered to appoint and remove the Trustee
                  and the Administrator  from time to time as it deems necessary
                  for the proper  administration  of the Plan to ensure that the
                  Plan is  being  operated  for  the  exclusive  benefit  of the
                  Participants  and their  Beneficiaries  in accordance with the
                  terms of the Plan,  the Code,  and the Act.  The  Employer may
                  appoint counsel, specialists,  advisers, agents (including any
                  nonfiduciary  agent) and other  persons as the Employer  deems
                  necessary or desirable in connection  with the exercise of its
                  fiduciary  duties under this Plan. The Employer may compensate
                  such  agents  or  advisers  from  the  assets  of the  Plan as
                  fiduciary  expenses (but not including any business  (settlor)
                  expenses  of the  Employer),  to the  extent  not  paid by the
                  Employer.

                           (b)  The  Employer  may,  by  written   agreement  or
                  designation,  appoint  at its  option  an  Investment  Manager
                  (qualified  under  the  Investment  Company  Act  of  1940  as
                  amended),  investment  adviser,  or  other  agent  to  provide
                  direction  to the  Trustee  with  respect to any or all of the
                  Plan assets.  Such appointment  shall be given by the Employer
                  in  writing  in a form  acceptable  to the  Trustee  and shall
                  specifically  identify  the Plan assets with  respect to which
                  the Investment  Manager or other agent shall have authority to
                  direct the investment.

                           (c)      The Employer shall establish a "funding
                  policy and method," i.e., it shall determine whether the Plan
                  has a short run need for liquidity (e.g., to pay

                                                        16
benefits)  or  whether  liquidity  is  a  long  run  goal  and
                  investment  growth (and  stability  of same) is a more current
                  need,  or shall  appoint  a  qualified  person  to do so.  The
                  Employer  or its  delegate  shall  communicate  such needs and
                  goals to the  Trustee,  who shall  coordinate  such Plan needs
                  with  its  investment  policy.  The  communication  of  such a
                  "funding policy and method" shall not,  however,  constitute a
                  directive to the Trustee as to  investment of the Trust Funds.
                  Such "funding  policy and method" shall be consistent with the
                  objectives of this Plan and with the  requirements  of Title I
                  of the Act.

                           (d)  The  Employer  shall  periodically   review  the
                  performance  of any  Fiduciary  or other person to whom duties
                  have been delegated or allocated by it under the provisions of
                  this Plan or pursuant  to  procedures  established  hereunder.
                  This requirement may be satisfied by formal periodic review by
                  the Employer or by a qualified person specifically  designated
                  by the Employer, through day-to-day conduct and evaluation, or
                  through other appropriate ways.

2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY

                  The  Employer  shall be the  Administrator.  The  Employer may
appoint  any  person,  including,  but not  limited  to,  the  Employees  of the
Employer,  to perform the duties of the  Administrator.  Any person so appointed
shall signify his  acceptance by filing  written  acceptance  with the Employer.
Upon the  resignation or removal of any individual  performing the duties of the
Administrator, the Employer may designate a successor.

2.3      POWERS AND DUTIES OF THE ADMINISTRATOR

                  The  primary   responsibility   of  the  Administrator  is  to
administer  the Plan for the  exclusive  benefit of the  Participants  and their
Beneficiaries,  subject to the  specific  terms of the Plan.  The  Administrator
shall  administer the Plan in accordance with its terms and shall have the power
and  discretion to construe the terms of the Plan and to determine all questions
arising in connection with the administration,  interpretation,  and application
of the Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons.  The Administrator may establish  procedures,  correct
any defect,  supply any  information,  or reconcile  any  inconsistency  in such
manner and to such extent as shall be deemed necessary or advisable to carry out
the purpose of the Plan; provided,  however,  that any procedure,  discretionary
act, interpretation or construction shall be done in a nondiscriminatory  manner
based upon uniform principles  consistently applied and shall be consistent with
the intent that the Plan shall  continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations  issued pursuant thereto.  The  Administrator  shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

                  The Administrator may authorize or direct the establishment of
one or more  Pooled  Investment  Accounts.  For the  purposes  of this  Section,
"Pooled Investment Account" means an

                                                        17
account established pursuant to an administrative services agreement between the
Employer and the Trustee.

                  The  Administrator  shall be  charged  with the  duties of the
general  administration  of  the  Plan,  including,  but  not  limited  to,  the
following:

                           (a)      the discretion to determine all questions
                  relating to the eligibility of Employees to participate or
                  remain a Participant hereunder and to receive benefits under
                  the Plan;

                            (b)     to compute, certify, and direct the Trustee
                  with respect to the amount and the kind of benefits to which
                  any Participant shall be entitled hereunder;

                           (c)      to authorize and direct the Trustee with
                  respect to all nondiscretionary or otherwise directed
                  disbursements from the Trust;

                           (d)      to maintain all necessary records for the
                  administration of the Plan;

                           (e)      to interpret the provisions of the Plan and
                  to make and publish such rules for regulation of the Plan as
                  are consistent with the terms hereof;

                           (f)      to determine the size and type of any
                  Contract to be purchased from any insurer, and to designate
                  the insurer from which such Contract shall be purchased;

                           (g)      to compute and certify to the Employer and
                  to the Trustee from time to time the sums of money necessary
                  or desirable to be contributed to the Plan;

                           (h) to  consult  with the  Employer  and the  Trustee
                  regarding the short and long-term  liquidity needs of the Plan
                  in  order  that  the  Trustee  can  exercise  any   investment
                  discretion  in  a  manner  designed  to  accomplish   specific
                  objectives;

                           (i)  to  prepare  and   distribute   to  Employees  a
                  procedure  for notifying  Participants  and  Beneficiaries  of
                  their  rights  to  elect  joint  and  survivor  annuities  and
                  Pre-Retirement  Survivor  Annuities as required by the Act and
                  regulations thereunder;

                           (j) to prepare and  implement  a procedure  to notify
                  Eligible  Employees  that they may elect to have a portion  of
                  their Compensation deferred or paid to them in cash;

                           (k) to act as the  named  Fiduciary  responsible  for
                  communications  with  Participants  as needed to maintain Plan
                  compliance  with  ERISA  Section  404(c),  including  but  not
                  limited  to the  receipt  and  transmitting  of  Participant's
                  directions as

                                                        18
to the investment of their  account(s)  under the Plan and the
                  formulation of policies,  rules,  and  procedures  pursuant to
                  which  Participants  may  give  investment  instructions  with
                  respect to the investment of their accounts;

                           (l)      to assist any Participant regarding his
                  rights, benefits, or elections available under the Plan.

2.4      RECORDS AND REPORTS

                  The Administrator shall keep a record of all actions taken and
shall keep all other books of account,  records,  policies,  and other data that
may be necessary for proper  administration of the Plan and shall be responsible
for  supplying  all  information  and reports to the Internal  Revenue  Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.5      APPOINTMENT OF ADVISERS

                  The  Administrator,  or the  Trustee  with the  consent of the
Administrator,  may appoint counsel,  specialists,  advisers,  agents (including
nonfiduciary  agents),  and other  persons as the  Administrator  or the Trustee
deems necessary or desirable in connection with the administration of this Plan,
including   but  not  limited  to  agents  and   advisers  to  assist  with  the
administration  and management of the Plan,  and thereby to provide,  among such
other duties as the Administrator may appoint,  assistance with maintaining Plan
records and the providing of  investment  information  to the Plan's  investment
fiduciaries and to Plan Participants.

                  The  Administrator  shall have the authority and discretion to
engage an  Administrative  Delegate  (as defined,  below)  which shall  perform,
without discretionary authority or control,  administrative functions within the
framework of policies, interpretations, rules, practices, and procedures made by
the  Administrator  or other Plan  Fiduciary.  Any  action  made or taken by the
Administrative  Delegate  may be  appealed  by an  affected  Participant  to the
Administrator  in  accordance  with the claims  review  procedures  provided  in
Section 2.8. Any decisions which call for interpretations of Plan provisions not
previously made by the  Administrator  shall be made only by the  Administrator.
The Administrative  Delegate shall not be considered a fiduciary with respect to
the services it provides.

                  For purposes of this Section,  "Administrative Delegate" means
one or more persons or institutions  to which the Employer or the  Administrator
has delegated certain administrative functions pursuant to a written agreement.

2.6      PAYMENT OF EXPENSES

                  All  expenses of  administration  may be paid out of the Trust
Fund unless paid by the  Employer.  Such  expenses  shall  include any  expenses
incident  to the  functioning  of the  Administrator,  or any  person or persons
retained or appointed by any Named Fiduciary incident to

                                                        19
the exercise of their duties under the Plan, including, but not limited to, fees
of the Trustee, accountants,  counsel, Investment Managers, recordkeeper, agents
(including  nonfiduciary  agents)  appointed  for the purpose of  assisting  the
Administrator or the Trustee in carrying out the instructions of Participants as
to the directed  investment of their  accounts and other  specialists  and their
agents,  and other costs of  administering  the Plan.  Until paid,  the expenses
shall constitute a liability of the Trust Fund.

2.7      CLAIMS PROCEDURE

                  Claims  for  benefits  under the Plan may be filed in  writing
with the  Administrator.  Written notice of the  disposition of a claim shall be
furnished to the claimant  within 90 days (180 days in special cases with notice
to the  claimant)  after the  application  is  filed.  In the event the claim is
denied, the reasons for the denial shall be specifically set forth in the notice
in language calculated to be understood by the claimant, pertinent provisions of
the Plan shall be cited,  and, where  appropriate,  an explanation as to how the
claimant can perfect the claim will be provided. In addition, the claimant shall
be furnished with an explanation of the Plan's claims review procedure.

2.8      CLAIMS REVIEW PROCEDURE

                  Any Employee,  former Employee,  or Beneficiary of either, who
has been denied a benefit by a decision of the Administrator pursuant to Section
2.7 shall be entitled to request the Administrator to give further consideration
to his claim by filing with the  Administrator  (on a form which may be obtained
from the Administrator) a request for a hearing.  Such request,  together with a
written  statement of the reasons why the claimant  believes his claim should be
allowed,  shall be filed  with the  Administrator  no later  than 60 days  after
receipt  of  the  written   notification   provided  for  in  Section  2.7.  The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be  represented by an attorney or any other  representative  of his
choosing and at which the claimant  shall have an  opportunity to submit written
and oral  evidence  and  arguments  in support of his claim.  At the hearing (or
prior  thereto upon 5 business  days written  notice to the  Administrator)  the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter  to attend the  hearing and record the  proceedings.  In such event,  a
complete  written  transcript  of the  proceedings  shall be  furnished  to both
parties by the court  reporter.  The full expense of any such court reporter and
such  transcripts  shall be borne by the party  causing  the court  reporter  to
attend the hearing.  A final  decision as to the allowance of the claim shall be
made by the Administrator  within 60 days of receipt of the appeal (unless there
has been an  extension  of 60 days due to special  circumstances,  provided  the
delay and the  special  circumstances  occasioning  it are  communicated  to the
claimant  within the 60 day period).  Such  communication  shall be written in a
manner  calculated to be  understood by the claimant and shall include  specific
reasons  for  the  decision  and  specific  references  to  the  pertinent  Plan
provisions on which the decision is based.

                                                        20
ARTICLE III
                                                    ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY

                  Any  Eligible   Employee  shall  be  eligible  to  participate
hereunder on the date of his employment with the Employer. However, any Employee
who was a Participant  in the Plan prior to the effective date of this amendment
and restatement shall continue to participate in the Plan.

3.2      EFFECTIVE DATE OF PARTICIPATION

                  An Eligible  Employee shall become a Participant  effective as
of the date on which he satisfies the eligibility requirements of Section 3.1.

                  In the event an  Employee  who is not a member of an  eligible
class of Employees  becomes a member of an eligible  class,  such  Employee will
participate  immediately if such Employee would have otherwise previously become
a Participant.

3.3      DETERMINATION OF ELIGIBILITY

                  The  Administrator  shall  determine the  eligibility  of each
Employee for  participation in the Plan based upon information  furnished by the
Employer.  Such determination  shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review per Section 2.8.

3.4      TERMINATION OF ELIGIBILITY

                           (a)  In the  event  a  Participant  shall  go  from a
                  classification  of  an  Eligible  Employee  to  an  ineligible
                  Employee,  such Former  Participant  shall continue to vest in
                  his interest in the Plan for each Period of Service  completed
                  while  a  noneligible   Employee,   until  such  time  as  his
                  Participant's   Account  shall  be  forfeited  or  distributed
                  pursuant to the terms of the Plan. Additionally,  his interest
                  in the Plan shall  continue  to share in the  earnings  of the
                  Trust Fund.

                           (b) In the event a Participant  is no longer a member
                  of an eligible  class of Employees  and becomes  ineligible to
                  participate,  such Employee will participate  immediately upon
                  returning to an eligible class of Employees.

3.5      OMISSION OF ELIGIBLE EMPLOYEE

                  If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution  by his Employer for the year has been made,
the Employer shall make a subsequent contribution with

                                                        21
respect to the omitted Employee in the amount which the said Employer would have
contributed with respect to him had he not been omitted. Such contribution shall
be made regardless of whether or not it is deductible in whole or in part in any
taxable year under applicable provisions of the Code.

3.6      INCLUSION OF INELIGIBLE EMPLOYEE

                  If, in any Plan  Year,  any  person  who  should not have been
included as a Participant in the Plan is  erroneously  included and discovery of
such incorrect inclusion is not made until after a contribution for the year has
been made, the Employer shall not be entitled to recover the  contribution  made
with respect to the ineligible  person  regardless of whether or not a deduction
is  allowable  with  respect to such  contribution.  In such  event,  the amount
contributed with respect to the ineligible  person shall constitute a Forfeiture
(except for Deferred  Compensation  which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

                                                    ARTICLE IV
                                            CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

                  For each Plan Year, the Employer shall contribute to the Plan,
except as otherwise provided:

                           (a) Effective  April 1, 2000, the amount of the total
                  salary reduction  elections of all Participants  made pursuant
                  to Section  4.2(a),  which  amount shall be deemed an Employer
                  Elective Contribution.

                           (b)  Effective  April  1,  2000,  on  behalf  of each
                  Participant who is eligible to share in matching contributions
                  for the Plan Year,  a matching  contribution  equal to 100% of
                  each such Participant's  Deferred  Compensation,  which amount
                  shall be deemed an Employer Elective Contribution.

                                    Except,  however,  in applying  the matching
                  percentage specified above, only salary reductions up to 4% of
                  payroll period Compensation shall be considered.

                                    Contributions  made to the Plan  pursuant to
                  this  Section  4.1(b) are  intended  to comply  with  Sections
                  4.5(a)  and  4.7(a)   pursuant  to  the  safe  harbor  methods
                  permitted by Code Sections 401(k)(12) and 401(m)(11). However,
                  if matching  contributions  are made to this Plan or any other
                  plan  maintained  by  the  Employer,  and  (i)  such  matching
                  contributions  are made with respect to Deferred  Compensation
                  or  voluntary  Employee  contributions  that in the  aggregate
                  exceed  6% of the  Employee's  Compensation,  (ii) the rate of
                  matching  contributions  increases  as the  rate  of  Deferred
                  Compensation or voluntary Employee contributions increases,

                                                        22
(iii)  at any  rate  of  Deferred  Compensation  or  voluntary
                  Employee  contributions,  the rate of  matching  contributions
                  that  would  apply  with  respect  to any  Highly  Compensated
                  Employee is greater  than the rate of  matching  contributions
                  that would  apply with  respect  to a  Non-Highly  Compensated
                  Participant and who has the same rate of Deferred Compensation
                  or  voluntary  Employee  contributions,  (iv) for  Plan  Years
                  beginning after December 31, 1999, any discretionary  matching
                  contribution  made to this Plan and any other plan  maintained
                  by  the  Employer,   in  the  aggregate,   exceed  4%  of  the
                  Participant's  Compensation,  then such matching contributions
                  in  the  aggregate  must  satisfy  the  "Actual   Contribution
                  Percentage" tests of Section 4.7. In this regard, the Employer
                  may  elect  to   disregard,   with  respect  to  all  Eligible
                  Employees,  all  matching  contributions  with  respect  to  a
                  Participant's   Deferred   Compensation   up  to  6%  of  each
                  Participant's Compensation, or, for Plan Years beginning after
                  December 31,  1999,  matching  contributions  up to 4% of each
                  Participant's   Compensation.    In   applying   the   "Actual
                  Contribution   Percentage"  tests,   match   contributions  or
                  nonelective contributions made pursuant to this Section 4.1(b)
                  that satisfy the safe harbor methods permitted by Code Section
                  401(k)(12) may not be treated as matching  contributions under
                  Code Section 401(m)(3) .

                                    The  rules  that  apply  for   purposes   of
                  aggregating and disaggregating  cash or deferred  arrangements
                  and plans under Code Sections 401(k) and 401(m) also apply for
                  purposes of Code Sections 401(k)(12) and 401(m)(11).

                           (c)      Reserved.

                           (d)  On   behalf  of  each   Non-Highly   Compensated
                  Participant   who  is  eligible  to  share  in  the  Qualified
                  Non-Elective  Contribution  for the Plan Year, a discretionary
                  Qualified   Non-Elective   Contribution  equal  to  a  uniform
                  percentage  of each  eligible  individuals  Compensation,  the
                  exact  percentage,  if any, to be determined  each year by the
                  Employer.  Any Employer  Qualified  Non-Elective  Contribution
                  shall be deemed an Employer Elective Contribution.

                           (e)      A discretionary amount, which amount, if
                  any, shall be deemed an Employer Non-Elective Contribution.

                           (f)  Additionally,   to  the  extent  necessary,  the
                  Employer shall  contribute to the Plan the amount necessary to
                  provide the top heavy minimum contribution.  All contributions
                  by the Employer shall be made in cash.

4.2      PARTICIPANT'S SALARY REDUCTION ELECTION

                           (a)      Each Participant may elect to defer from 1%
                  to 15% of his Compensation which would have been received in
                  the Plan Year, but for the deferral election.  A deferral
                  election (or modification of an earlier election) may not be
                  made

                                                        23
with respect to Compensation  which is currently  available on
                  or before the date the Participant executed such election. For
                  purposes of this Section,  Compensation shall be determined as
                  provided  in  Section  1.9(b)  prior  to any  reductions  made
                  pursuant  to Code  Sections  125,  402(e)(3),  402(h)(1)(B)  ,
                  403(b) or 457(b), and Employee contributions described in Code
                  Section 414(h)(2) that are treated as Employer contributions.

                                    The amount by which  Compensation is reduced
                  shall  be  that  Participant's  Deferred  Compensation  and be
                  treated as an Employer Elective  Contribution and allocated to
                  that Participant's Elective Account.

                           (b)  The  balance  in  each  Participant's   Elective
                  Account  shall be fully  Vested  at all times and shall not be
                  subject to Forfeiture for any reason.

                           (c)  Notwithstanding  anything  in  the  Plan  to the
                  contrary,  amounts held in the Participant's  Elective Account
                  may not be  distributable  (including  any  offset  of  loans)
                  earlier than:

                           (1)      a Participant's separation from service,
                           Total and Permanent Disability, or death;

                           (2)      a Participant's attainment of age 59 1/2;

                           (3)      the termination of the Plan without the
                           establishment or existence of a "successor plan," as
                           that term is described in Regulation
                           1.401(k)-1(d)(3);

                           (4) the date of  disposition  by the  Employer  to an
                           entity  that  is  not  an   Affiliated   Employer  of
                           substantially  all of the assets  (within the meaning
                           of  Code  Section  409(d)(2))  used  in  a  trade  or
                           business  of such  corporation  if  such  corporation
                           continues to maintain this Plan after the disposition
                           with   respect  to  a   Participant   who   continues
                           employment  with  the   corporation   acquiring  such
                           assets;

                           (5) the date of  disposition  by the  Employer  or an
                           Affiliated  Employer  who  maintains  the Plan of its
                           interest in a subsidiary  (within the meaning of Code
                           Section  409(d)(3))  to an  entity  which  is  not an
                           Affiliated  Employer  but  only  with  respect  to  a
                           Participant   who  continues   employment  with  such
                           subsidiary; or

                           (6)      the proven financial hardship of a
                           Participant, subject to the limitations of Section
                           6.11.

                                                        24
(d) For each  Plan  Year,  a  Participant's  Deferred
                  Compensation  made  under  this  Plan  and  all  other  plans,
                  contracts or  arrangements  of the Employer  maintaining  this
                  Plan  shall  not  exceed,  during  any  taxable  year  of  the
                  Participant, the limitation imposed by Code Section 402(g), as
                  in effect  at the  beginning  of such  taxable  year.  If such
                  dollar limitation is exceeded, a Participant will be deemed to
                  have  notified the  Administrator  of such excess amount which
                  shall be  distributed  in a  manner  consistent  with  Section
                  4.2(f).  The  dollar  limitation  shall be  adjusted  annually
                  pursuant  to the method  provided  in Code  Section  415(d) in
                  accordance with Regulations.

                           (e)  In  the  event  a  Participant  has  received  a
                  hardship distribution from his Participant's  Elective Account
                  pursuant  to  Section   6.11(b)  or  pursuant  to   Regulation
                  1.401(k)-l(d)(2)(iv)(B)  from any other plan maintained by the
                  Employer,  then such  Participant  shall not be  permitted  to
                  elect to have Deferred Compensation contributed to the Plan on
                  his behalf for a period of twelve  (12) months  following  the
                  receipt   of  the   distribution.   Furthermore,   the  dollar
                  limitation  under Code Section  402(g) shall be reduced,  with
                  respect  to  the  Participant's  taxable  year  following  the
                  taxable year in which the hardship  distribution  was made, by
                  the amount of such  Participant's  Deferred  Compensation,  if
                  any,  pursuant to this Plan (and any other plan  maintained by
                  the   Employer)   for  the  taxable   year  of  the   hardship
                  distribution.

                           (f) If a Participant's  Deferred  Compensation  under
                  this Plan together with any elective  deferrals (as defined in
                  Regulation  1.402(g)-l(b))  under  another  qualified  cash or
                  deferred  arrangement (as defined in Code Section  401(k)),  a
                  simplified  employee  pension  (as  defined  in  Code  Section
                  408(k)), a salary reduction arrangement (within the meaning of
                  Code  Section  3121(a)(5)(D)),  a deferred  compensation  plan
                  under  Code  Section  457(b),  or a  trust  described  in Code
                  Section 501(c)(18)  cumulatively exceed the limitation imposed
                  by Code  Section  402(g) (as adjusted  annually in  accordance
                  with the method  provided in Code Section  415(d)  pursuant to
                  Regulations)   for  such   Participant's   taxable  year,  the
                  Participant may, not later than March 1 following the close of
                  the  Participant's  taxable year,  notify the Administrator in
                  writing  of  such  excess  and  request   that  his   Deferred
                  Compensation under this Plan be reduced by an amount specified
                  by the  Participant.  In such  event,  the  Administrator  may
                  direct the Trustee to  distribute  such excess amount (and any
                  Income allocable to such excess amount) to the Participant not
                  later  than the first  April 15th  following  the close of the
                  Participant's  taxable year. Any distribution of less than the
                  entire amount of Excess Deferred Compensation and Income shall
                  be  treated  as a pro rata  distribution  of  Excess  Deferred
                  Compensation  and  Income.  The amount  distributed  shall not
                  exceed the Participant's  Deferred Compensation under the Plan
                  for the taxable year (and any Income  allocable to such excess
                  amount).  Any  distribution  on or before  the last day of the
                  Participant's  taxable year must satisfy each of the following
                  conditions:

                                                        25
(1)      the distribution must be made after the date
                           on which the Plan received the Excess Deferred
                           Compensation;

                           (2)      the Participant shall designate the
                           distribution as Excess Deferred Compensation; and

                           (3)      the Plan must designate the distribution as
                           a distribution of Excess Deferred Compensation.

                                    Any  distribution   made  pursuant  to  this
                  Section  4.2(f)  shall be made first from  unmatched  Deferred
                  Compensation and, thereafter, from Deferred Compensation which
                  is  matched.  Matching  contributions  which  relate  to  such
                  Deferred Compensation shall be forfeited.

                           (g)   Notwithstanding   Section   4.2(f)   above,   a
                  Participant's  Excess Deferred  Compensation shall be reduced,
                  but  not   below   zero,   by  any   distribution   of  Excess
                  Contributions  pursuant  to  Section  4.6(a) for the Plan Year
                  beginning with or within the taxable year of the Participant.

                           (h) At Normal  Retirement  Date,  or such  other date
                  when the  Participant  shall be entitled to receive  benefits,
                  the fair market value of the  Participant's  Elective  Account
                  shall  be  used  to  provide   additional   benefits   to  the
                  Participant or his Beneficiary.

                           (i) Employer Elective  Contributions made pursuant to
                  this  Section may be  segregated  into a separate  account for
                  each  Participant  in a  federally  insured  savings  account,
                  certificate   of  deposit  in  a  bank  or  savings  and  loan
                  association,  money market  certificate,  or other  short-term
                  debt security acceptable to the Trustee until such time as the
                  allocations pursuant to Section 4.4 have been made.

                           (j)  The   Employer  and  the   Administrator   shall
                  implement the salary reduction  elections  provided for herein
                  in accordance with the following:

                           (1)  A  Participant  must  make  his  initial  salary
                           deferral  election  within a reasonable  time, not to
                           exceed  thirty  (30) days,  after  entering  the Plan
                           pursuant to Section 3.2. If the Participant  fails to
                           make an initial salary deferral  election within such
                           time,  then such  Participant  may thereafter make an
                           election  in  accordance  with  the  rules  governing
                           modifications.  The  Participant  shall  make such an
                           election by entering into a written salary  reduction
                           agreement with the Employer and filing such agreement
                           with the Administrator. Such election shall initially
                           be effective  beginning with the pay period following
                           the acceptance of the salary  reduction  agreement by
                           the

                                                        26
Administrator,  shall not have retroactive effect and
                           shall remain in force until revoked.

                           (2) A Participant  may modify a prior election at any
                           time during the Plan Year and concurrently make a new
                           election   by  filing  a  written   notice  with  the
                           Administrator within a reasonable time before the pay
                           period for which such

                                                        27
modification is to be effective.  Any modification
                           shall not have retroactive effect and shall remain in
                           force until revoked.

                           (3) A Participant may elect to  prospectively  revoke
                           his salary reduction agreement in its entirety at any
                           time   during   the  Plan  Year  by   providing   the
                           Administrator with thirty (30) days written notice of
                           such  revocation  (or upon such shorter notice period
                           as may be  acceptable  to  the  Administrator).  Such
                           revocation shall become effective as of the beginning
                           of the  first  pay  period  coincident  with  or next
                           following  the   expiration  of  the  notice  period.
                           Furthermore,  the  termination  of the  Participant's
                           employment, or the cessation of participation for any
                           reason,   shall  be  deemed  to  revoke   any  salary
                           reduction   agreement   then  in  effect,   effective
                           immediately  following  the  close of the pay  period
                           within which such termination or cessation occurs.

                           (4) The Employer, at least 30 days, but not more than
                           90 days,  before the beginning of the Plan Year, will
                           provide each eligible Employee a comprehensive notice
                           of the provision for Employer matching  contributions
                           under Section  4.1(b) and the  Employee's  rights and
                           obligations  under  the  Plan,  written  in a  manner
                           calculated to be understood by the average  Employee.
                           If an Employee  becomes  eligible  after the 90th day
                           before  the  beginning  of the Plan Year and does not
                           receive the notice for that  reason,  the notice must
                           be provided no more than 90 days before the  Employee
                           becomes  eligible  but not  later  than  the date the
                           Employee becomes  eligible.  In addition to any other
                           election  periods  provided  under this  Section 4.2,
                           each  eligible  Employee  may make or modify a salary
                           reduction   election   during   the   30-day   period
                           immediately following receipt of the notice described
                           above.

4.3      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

                  The  Employer   shall   generally   pay  to  the  Trustee  its
contribution  to the Plan for each Plan Year within the time  prescribed by law,
including  extensions of time, for the filing of the Employer federal income tax
return for the Fiscal Year.

                  However,  Employer Elective Contributions  accumulated through
payroll deductions shall be paid to the Trustee as of the earliest date on which
such  contributions  can  reasonably  be  segregated  from the Employer  general
assets,  but in any event  within  ninety  (90) days from the date on which such
amounts  would  otherwise  have been  payable to the  Participant  in cash.  The
provisions of Department of Labor regulations 2510.3-102 are incorporated herein
by reference.  Furthermore,  any  additional  Employer  contributions  which are
allocable to the Participant's Elective Account for a Plan Year shall be paid to
the Plan no later than the twelve-month  period immediately  following the close
of such Plan Year.

                                                        28
4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

                           (a) The Administrator shall establish and maintain an
                  account  in  the  name  of  each   Participant  to  which  the
                  Administrator  shall  credit as of each  Anniversary  Date all
                  amounts  allocated  to  each  such  Participant  as set  forth
                  herein.

                           (b) The Employer shall provide the Administrator with
                  all information required by the Administrator to make a proper
                  allocation of the Employer  contributions  for each Plan Year.
                  Within a  reasonable  period of time after the date of receipt
                  by the  Administrator of such  information,  the Administrator
                  shall allocate such contribution as follows:

                           (1)   With   respect   to   the   Employer   Elective
                           Contribution made pursuant to Section 4.1(a), to each
                           Participant's  Elective Account in an amount equal to
                           each such Participant's Deferred Compensation for the
                           year.

                           (2)   With   respect   to   the   Employer   Elective
                           Contribution made pursuant to Section 4.1(b), to each
                           Participant's  Elective  Account when used to satisfy
                           the "Actual Deferral Percentage" tests,  otherwise to
                           each Participant's Account.

                           (3)   With   respect   to   the   Employer   Elective
                           Contribution made pursuant to Section 4.1(c), to each
                           Participant's  Elective  Account when used to satisfy
                           the   "Actual   Deferral    Percentage"    tests   or
                           Participant's  Account  in  accordance  with  Section
                           4.1(c).

                           Any  Participant  actively  employed  during the Plan
                           Year  shall be  eligible  to  share  in the  matching
                           contribution for the Plan Year.

                           (4)   With   respect   to  the   Employer   Qualified
                           Non-Elective  Contribution  made  pursuant to Section
                           4.1(d), to each  Participant's  Elective Account when
                           used to  satisfy  the  "Actual  Deferral  Percentage"
                           tests or  Participant's  Account in  accordance  with
                           Section 4.1(d).

                           Any  Non-Highly   Compensated   Participant  actively
                           employed  during the Plan Year shall be  eligible  to
                           share in the Qualified Non-Elective  Contribution for
                           the Plan Year.

                           (5)  With  respect  to  the   Employer   Non-Elective
                           Contribution made on behalf of Participants  pursuant
                           to Section 4.1(e), to each  Participant's  Account in
                           the same  proportion  that  each  such  Participant's
                           Compensation   for  the  year   bears  to  the  total
                           Compensation of all Participants for such year.

                                                        29
Only  Participants  who have  completed  a Period  of
                           Service   during  the  Plan  Year  and  are  actively
                           employed  on the last day of the Plan  Year  shall be
                           eligible to share in the  discretionary  contribution
                           for the year.

                           (c) As of each  Anniversary  Date any  amounts  which
                  became Forfeitures since the last Anniversary Date shall first
                  be made available to reinstate  previously  forfeited  account
                  balances of Former  Participants,  if any, in accordance  with
                  Section 6.4(i)(2). The remaining Forfeitures, if any, shall be
                  used to reduce the contribution of the Employer  hereunder for
                  the Plan Year in which such Forfeitures occur in the following
                  manner:

                           (1)  Forfeitures  attributable  to Employer  matching
                           contributions  made pursuant to Section  4.1(c) shall
                           be used to reduce the Employer  contribution  for the
                           Plan Year in which such Forfeitures occur.

                           (2)    Forfeitures     attributable    to    Employer
                           discretionary  contributions made pursuant to Section
                           4.1(e)   shall  be  used  to  reduce   the   Employer
                           contribution   for  the  Plan  Year  in  which   such
                           Forfeitures occur.

                           (d) For any Top Heavy  Plan Year,  Non-Key  Employees
                  not  otherwise   eligible  to  share  in  the   allocation  of
                  contributions  as provided  above,  shall  receive the minimum
                  allocation provided for in Section 4.4(g) if eligible pursuant
                  to the provisions of Section 4.4(i) .

                           (e) Notwithstanding  the foregoing,  Participants who
                  are not actively employed on the last day of the Plan Year due
                  to  Retirement  (Early,  Normal or Late),  Total and Permanent
                  Disability   or  death  shall  share  in  the   allocation  of
                  contributions for that Plan Year.

                           (f) As of each  Valuation  Date,  before the  current
                  valuation  period  allocation of Employer  contributions,  any
                  earnings or losses (net  appreciation or net  depreciation) of
                  the Trust Fund shall be allocated in the same  proportion that
                  each  Participant's  and  Former  Participant's  nonsegregated
                  accounts  bear to the total of all  Participants'  and  Former
                  Participants' nonsegregated accounts as of such date. Earnings
                  or losses with  respect to a  Participant's  Directed  Account
                  shall be allocated in accordance with Section 4.13.

                                    Participants' transfers from other qualified
                  plans and  voluntary  contributions  deposited  in the general
                  Trust  Fund  shall  share  in any  earnings  and  losses  (net
                  appreciation  or net  depreciation)  of the Trust  Fund in the
                  same manner provided above. Each segregated account maintained
                  on behalf of a  Participant  shall be credited or charged with
                  its separate earnings and losses.

                                                        30
(g) Minimum  Allocations  Required for Top Heavy Plan
                  Years:  Notwithstanding the foregoing,  for any Top Heavy Plan
                  Year, the sum of the Employer  contributions  allocated to the
                  Participant's  Combined Account of each Non-Key Employee shall
                  be  equal  to at  least  three  percent  (3%) of such  Non-Key
                  Employee's "415  Compensation"  (reduced by contributions  and
                  forfeitures, if any, allocated to each Non-Key Employee in any
                  defined  contribution  plan  included  with  this  plan  in  a
                  Required  Aggregation  Group).  However, if (1) the sum of the
                  Employer contributions allocated to the Participant's Combined
                  Account of each Key  Employee  for such Top Heavy Plan Year is
                  less  than  three  percent  (3%) of each Key  Employee's  "415
                  Compensation" and (2) this Plan is not required to be included
                  in an  Aggregation  Group to enable a defined  benefit plan to
                  meet the  requirements  of Code Section  401(a)(4) or 410, the
                  sum   of  the   Employer   contributions   allocated   to  the
                  Participant's  Combined Account of each Non-Key Employee shall
                  be  equal  to  the  largest   percentage   allocated   to  the
                  Participant's  Combined Account of any Key Employee.  However,
                  in  determining  whether a Non-Key  Employee  has received the
                  required minimum allocation,  such Non-Key Employee's Deferred
                  Compensation and matching  contributions needed to satisfy the
                  "Actual Deferral  Percentage" tests pursuant to Section 4.5(a)
                  or the  "Actual  Contribution  Percentage"  tests  pursuant to
                  Section 4.7(a) shall not be taken into account.

                                    However, no such minimum allocation shall be
                  required   in  this  Plan  for  any   Non-Key   Employee   who
                  participates in another defined  contribution  plan subject to
                  Code  Section  412  included  with  this  Plan  in a  Required
                  Aggregation Group.

                           (h) For purposes of the minimum allocations set forth
                  above, the percentage allocated to the Participant's  Combined
                  Account of any Key Employee shall be equal to the ratio of the
                  sum of the Employer contributions  allocated on behalf of such
                  Key Employee  divided by the "415  Compensation"  for such Key
                  Employee.

                           (i)  For  any  Top  Heavy  Plan  Year,   the  minimum
                  allocations   set  forth  above  shall  be  allocated  to  the
                  Participant's  Combined  Account of all Non-Key  Employees who
                  are  Participants  and who are employed by the Employer on the
                  last day of the Plan Year,  including  Non-Key  Employees  who
                  have (1)  failed  to  complete  a Period of  Service;  and (2)
                  declined to make mandatory  contributions (if required) or, in
                  the  case  of  a  cash  or  deferred   arrangement,   elective
                  contributions to the Plan.

                           (j)  For  the   purposes   of  this   Section,   "415
                  Compensation" shall be limited to $150,000.  Such amount shall
                  be adjusted for  increases in the cost of living in accordance
                  with Code Section 401(a)(17),  except that the dollar increase
                  in effect on January 1 of any calendar year shall be effective
                  for the Plan Year beginning with or within such calendar year.
                  For any short Plan Year the "415 Compensation" limit

                                                        31
shall be an amount equal to the "415  Compensation"  limit for
                  the calendar year in which the Plan Year begins  multiplied by
                  the ratio  obtained by  dividing  the number of full months in
                  the short Plan Year by twelve (12).

                           (k) Notwithstanding  anything herein to the contrary,
                  Participants  who terminated  employment for any reason during
                  the  Plan   Year   shall   share  in  the   salary   reduction
                  contributions made by the Employer for the year of termination
                  without regard to the Hours of Service credited.

                           (l) If a Former  Participant is reemployed after five
                  (5)  consecutive  1-Year  Breaks  in  Service,  then  separate
                  accounts shall be maintained as follows:

                           (1)      one account for nonforfeitable benefits
                           attributable to pre-break service; and

                           (2)      one account representing his status in the
                           Plan attributable to post-break service.

4.5      ACTUAL DEFERRAL PERCENTAGE TESTS

                           (a)  Maximum  Annual  Allocation:  Except as  limited
                  under  Section  4.5(h),  for each  Plan Year  beginning  after
                  December 31, 1996, the annual allocation derived from Employer
                  Elective  Contributions to a Highly Compensated  Participant's
                  Elective Account shall satisfy one of the following tests:

                           (1) The "Actual  Deferral  Percentage" for the Highly
                           Compensated  Participant group shall not be more than
                           the "Actual  Deferral  Percentage"  of the Non-Highly
                           Compensated Participant group (for the preceding Plan
                           Year if the  prior  year  testing  method  is used to
                           calculate the "Actual  Deferral  Percentage"  for the
                           Non-Highly Compensated  Participant group) multiplied
                           by 1.25, or

                           (2) The excess of the  "Actual  Deferral  Percentage"
                           for the Highly Compensated Participant group over the
                           "Actual  Deferral   Percentage"  for  the  Non-Highly
                           Compensated Participant group (for the preceding Plan
                           Year if the  prior  year  testing  method  is used to
                           calculate the "Actual  Deferral  Percentage"  for the
                           Non-Highly  Compensated  Participant group) shall not
                           be more than two percentage points. Additionally, the
                           "Actual   Deferral   Percentage,   for   the   Highly
                           Compensated  Participant  group  shall not exceed the
                           "Actual  Deferral   Percentage"  for  the  Non-Highly
                           Compensated Participant group (for the preceding Plan
                           Year if the  prior  year  testing  method  is used to
                           calculate the "Actual  Deferral  Percentage"  for the
                           Non-Highly Compensated  Participant group) multiplied
                           by 2. The provisions of Code

                                                        32
Section  401(k)(3) and Regulation  1.401(k)-l(b)  are
                           incorporated herein by reference.

                           However,  in order to prevent the multiple use of the
                           alternative method described in (2) above and in Code
                           Section   401(m)(9)(A),    any   Highly   Compensated
                           Participant   eligible  to  make  elective  deferrals
                           pursuant  to  Section   4.2  and  to  make   Employee
                           contributions  or to receive  matching  contributions
                           under this Plan or under any other plan maintained by
                           the Employer or an Affiliated  Employer  shall have a
                           combination   of  his  Elective   Contributions   and
                           Employer  matching  contributions  and  his  Employee
                           contributions  reduced pursuant to Section 4.6(a) and
                           Regulation  1.401(m)-2,  the  provisions of which are
                           incorporated herein by reference.

                           (b) For the purposes of this Section "Actual Deferral
                  Percentage"  means,  with  respect to the  Highly  Compensated
                  Participant group and Non-Highly Compensated Participant group
                  for a  Plan  Year,  the  average  of  the  ratios,  calculated
                  separately for each  Participant in such group,  of the amount
                  of  Employer   Elective   Contributions   allocated   to  each
                  Participant's  Elective  Account  for such Plan Year,  to such
                  Participant's  "414(s)  Compensation"  for such Plan Year. The
                  actual  deferral  ratio for each  Participant  and the "Actual
                  Deferral Percentage" for each group shall be calculated to the
                  nearest  one-hundredth  of  one  percent.   Employer  Elective
                  Contributions   allocated  to  each   Non-Highly   Compensated
                  Participant's  Elective  Account  shall be  reduced  by Excess
                  Deferred  Compensation  to the extent such excess  amounts are
                  made  under  this Plan or any  other  plan  maintained  by the
                  Employer  and by any  matching  contributions  which relate to
                  such Excess Deferred Compensation.

                                    Notwithstanding the above, if the prior year
                  test  method  is  used  to  calculate  the  "Actual   Deferral
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the first Plan Year of this amendment and restatement, the
                  "Actual  Deferral  Percentage" for the Non-Highly  Compensated
                  Participant  group  for  the  preceding  Plan  Year  shall  be
                  calculated  pursuant  to the  provisions  of the Plan  then in
                  effect.

                           (c) For the  purposes of  Sections  4.5(a) and 4.6, a
                  Highly  Compensated  Participant and a Non-Highly  Compensated
                  Participant  shall  include  any  Employee  eligible to make a
                  deferral election pursuant to Section 4.2, whether or not such
                  deferral  election was made or  suspended  pursuant to Section
                  4.2.

                                    Notwithstanding the above, if the prior year
                  testing  method  is used to  calculate  the  "Actual  Deferral
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the first Plan Year of this amendment and restatement, for
                  purposes of Section  4.5(a) and 4.6, a Non-Highly  Compensated
                  Participant shall

                                                        33
include  any  such  Employee   eligible  to  make  a  deferral
                  election,  whether or not such  deferral  election was made or
                  suspended,  pursuant to the  provisions  of the Plan in effect
                  for the preceding Plan Year.

                           (d) If the Plan uses the prior year  testing  method,
                  the   "Actual   Deferral   Percentage"   for  the   Non-Highly
                  Compensated  Participant group is determined without regard to
                  changes in the group of  Non-Highly  Compensated  Participants
                  who are eligible under the Plan in the testing year.  However,
                  if the Plan results from, or is otherwise affected by, a "Plan
                  Coverage  Change"  that becomes  effective  during the testing
                  year, then the "Actual Deferral Percentage" for the Non-Highly
                  Compensated  Participant  group  for  the  prior  year  is the
                  "Weighted  Average Of The Actual Deferral  Percentages For The
                  Prior Year  Subgroups."  Notwithstanding  the above, if ninety
                  (90)  percent  or  more  of the  total  number  of  Non-Highly
                  Compensated  Participants  from all "Prior Year Subgroups" are
                  from a single "Prior Year  Subgroup,"  then in determining the
                  "Actual  Deferral  Percentage" for the Non-Highly  Compensated
                  Participants for the prior year, the Employer may elect to use
                  the "Actual  Deferral  Percentage" for Non-Highly  Compensated
                  Participants for the prior year under which that single "Prior
                  Year  Subgroup"  was  eligible,  in lieu of using the weighted
                  averages.   For  purposes  of  this   Section  the   following
                  definitions shall apply:

                           (1)  "Plan  Coverage  Change"  means a change  in the
                           group or groups of eligible  Participants  on account
                           of (i) the establishment or amendment of a plan, (ii)
                           a plan merger,  consolidation,  or spinoff under Code
                           Section  414(l),  (iii) a  change  in the  way  plans
                           within  the  meaning  of  Code  Section   414(l)  are
                           combined or  separated  for  purposes  of  Regulation
                           1.401(k)-l(g)(11),  or (iv) a  combination  of any of
                           the foregoing.

                           (2)  "Prior  Year  Subgroup"   means  all  Non-Highly
                           Compensated  Participants  for the prior year who, in
                           the prior year,  were eligible  Participants  under a
                           specific Code Section  401(k) plan  maintained by the
                           Employer   and   who   would   have   been   eligible
                           Participants  in the prior year under the plan tested
                           if the plan coverage  change had first been effective
                           as of the  first  day of the prior  year  instead  of
                           first being effective during the testing year.

                           (3)   "Weighted   Average  Of  The  Actual   Deferral
                           Percentages For The Prior Year  Subgroups"  means the
                           sum, for all prior year  subgroups,  of the "Adjusted
                           Actual Deferral Percentages."

                           (4)  "Adjusted   Actual  Deferral   Percentage"  with
                           respect  to a prior  year  subgroup  means the Actual
                           Deferral   Percentage  for   Non-Highly   Compensated
                           Participants  for the prior year of the specific plan
                           under  which the  members of the prior year  subgroup
                           were eligible Participants, multiplied

                                                        34
by a fraction,  the  numerator of which is the number
                           of Non-Highly  Compensated  Participants in the prior
                           year  subgroup  and the  denominator  of which is the
                           total number of Non-Highly  Compensated  Participants
                           in all prior year subgroups.

                           (e)  For  the  purposes  of  this  Section  and  Code
                  Sections  401(a)(4),  410(b) and 401(k),  if two or more plans
                  which include cash or deferred arrangements are considered one
                  plan for the  purposes  of Code  Section  401(a)(4)  or 410(b)
                  (other  than  Code  Section  410(b)(2)(A)(ii)),  the  cash  or
                  deferred  arrangements included in such plans shall be treated
                  as one arrangement.  In addition, two or more cash or deferred
                  arrangements  may be  considered as a single  arrangement  for
                  purposes  of  determining  whether  or not  such  arrangements
                  satisfy Code Sections 401(a)(4),  410(b) and 401(k). In such a
                  case, the cash or deferred arrangements included in such plans
                  and the plans including such arrangements  shall be treated as
                  one  arrangement  and as one plan for purposes of this Section
                  and Code Sections 401(a)(4), 410(b) and 401(k). Any adjustment
                  to the  Non-Highly  Compensated  Participant  actual  deferral
                  ratio  for the prior  year  shall be made in  accordance  with
                  Internal  Revenue  Service  Notice  98-1  and any  superseding
                  guidance.  Plans may be  aggregated  under this  paragraph (e)
                  only if they  have the same  plan  year.  Notwithstanding  the
                  above,  for Plan Years  beginning  after December 31, 1996, if
                  two or more plans which include cash or deferred  arrangements
                  are permissively  aggregated  under Regulation  1.410(b)-7(d),
                  all plans permissively  aggregated must use either the current
                  year testing  method or the prior year testing  method for the
                  testing year.

                                    Notwithstanding the above, an employee stock
                  ownership plan described in Code Section 4975(e)(7) or 409 may
                  not be combined  with this Plan for  purposes  of  determining
                  whether  the  employee  stock  ownership  plan  or  this  Plan
                  satisfies this Section and Code Sections 401(a)(4), 410(b) and
                  401(k) .

                           (f) For the  purposes  of this  Section,  if a Highly
                  Compensated  Participant  is a  Participant  under two or more
                  cash or deferred  arrangements  (other than a cash or deferred
                  arrangement  which is part of an employee stock ownership plan
                  as defined in Code Section  4975(e)(7) or 409) of the Employer
                  or  an  Affiliated   Employer,   all  such  cash  or  deferred
                  arrangements   shall  be  treated  as  one  cash  or  deferred
                  arrangement for the purpose of determining the actual deferral
                  ratio with  respect to such  Highly  Compensated  Participant.
                  However,  if the cash or deferred  arrangements have different
                  plan years,  this  paragraph  shall be applied by treating all
                  cash or deferred  arrangements  ending with or within the same
                  calendar year as a single arrangement.

                           (g) For the purpose of this Section, when calculating
                  the   "Actual   Deferral   Percentage"   for  the   Non-Highly
                  Compensated  Participant  group, the prior year testing method
                  shall be used. Any change from the current year testing method
                  to the prior

                                                        35
year testing method shall be made pursuant to Internal Revenue
                  Service Notice 98-1,  Section VII (or  superseding  guidance),
                  the provisions of which are incorporated herein by reference.

                           (h) Contributions made pursuant to Section 4.1(b) are
                  intended  to comply  with this  Section  4.5  pursuant  to the
                  alternative  methods  permitted  by Code  Section  401(k)(12).
                  Therefore,  for  Plan  Years in which  the Plan  satisfies  an
                  alternative   method  under  Code  Section   401(k)(12),   the
                  limitations  and  requirements  imposed under Sections  4.5(a)
                  through (g) shall be inapplicable.

4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

                  In  the  event  (or if it is  anticipated)  that  the  initial
allocations of the Employer Elective  Contributions made pursuant to Section 4.4
do (or might) not satisfy one of the tests set forth in Section  4.5(a) for Plan
Years beginning after December 31, 1996, the  Administrator  shall adjust Excess
Contributions pursuant to the options set forth below:

                           (a) on or before the fifteenth day of the third month
                  following  the end of each Plan Year,  the Highly  Compensated
                  Participant    having   the   largest   amount   of   Elective
                  Contributions   shall   have  a   portion   of  his   Elective
                  Contributions  distributed  to him until  the total  amount of
                  Excess  Contributions has been distributed or until the amount
                  of   his   Elective    Contributions   equals   the   Elective
                  Contributions of the Highly Compensated Participant having the
                  second largest amount of Elective Contributions.  This process
                  shall continue until the total amount of Excess  Contributions
                  has been  distributed.  In  determining  the  amount of Excess
                  Contributions  to be  distributed  with respect to an affected
                  Highly  Compensated  Participant  as determined  herein,  such
                  amount  shall be reduced  pursuant  to  Section  4.2(f) by any
                  Excess Deferred  Compensation  previously  distributed to such
                  affected Highly  Compensated  Participant for his taxable year
                  ending  with or  within  such  Plan  Year  and  any  forfeited
                  matching  contributions  which relate to such Excess  Deferred
                  Compensation.

                           (1)      With respect to the distribution of Excess
                           Contributions pursuant to (a) above, such
                           distribution:

                                    (i)     may be postponed but not later than
                                    the close of the Plan Year following the
                                    Plan Year to which they are allocable;

                                    (ii)  shall  be made  first  from  unmatched
                                    Deferred   Compensation   and,   thereafter,
                                    proportionately  from Deferred  Compensation
                                    which is matched and matching  contributions
                                    which relate to such Deferred  Compensation,
                                    if used in the "Actual Deferral  Percentage"
                                    tests pursuant to Section 4.5;

                                                        36
(iii)   shall be adjusted for Income; and

                                    (iv)    shall be designated by the Employer
                                    as a distribution of Excess Contributions
                                    (and Income).

                           (2) Any  distribution  of less than the entire amount
                           of Excess  Contributions  shall be  treated  as a pro
                           rata distribution of Excess Contributions and Income.

                           (3)  Matching  contributions  which  relate to Excess
                           Contributions  shall be forfeited  unless the related
                           matching  contribution  is  distributed  as an Excess
                           Contribution  pursuant  to (1)  above or as an Excess
                           Aggregate Contribution pursuant to Section 4.8.

                           (b) Within  twelve (12)  months  after the end of the
                  Plan  Year,   the  Employer  may  make  a  special   Qualified
                  Non-Elective  Contribution  on  behalf of  certain  Non-Highly
                  Compensated  Participants  in an amount  sufficient to satisfy
                  (or to prevent an anticipated failure of) one of the tests set
                  forth in Section 4.5(a).  Such contribution shall be allocated
                  to the  Participant's  Elective  Account  of the  Non-  Highly
                  Compensated Participant having the lowest Compensation,  until
                  one of the tests set forth in Section 4.5(a) is satisfied,  or
                  until such Non-Highly Compensated Participant has received his
                  maximum "annual  addition"  pursuant to Section 4.9(a). If one
                  of the  tests  set  forth  in  Section  4.5(a)  has  not  been
                  satisfied,  the Non-Highly Compensated  Participant having the
                  second lowest Compensation shall receive the special Qualified
                  Non-Elective  Contribution until one of the tests set forth in
                  Section  4.5(a)  is  satisfied,   or  until  such   Non-Highly
                  Compensated  Participant  has  received  his  maximum  "annual
                  addition"  pursuant  to Section  4.9(a).  This  process  shall
                  continue  until one of the tests set forth in  Section  4.5(a)
                  has been satisfied.

                                    However, if the prior year testing method is
                  used, the special Qualified Non-Elective Contribution shall be
                  allocated in the prior Plan Year to the Participant's Elective
                  Account on behalf of the  Non-Highly  Compensated  Participant
                  who was  employed by the Employer on the last day of the prior
                  Plan Year  having the lowest  Compensation  for the prior Plan
                  Year,  until one of the tests set forth in  Section  4.5(a) is
                  satisfied,  or until such Non-Highly  Compensated  Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a).  If one of the tests set forth in  Section  4.5(a) has
                  not been  satisfied,  the Non-Highly  Compensated  Participant
                  having the second lowest  Compensation for the prior Plan Year
                  shall receive the special Qualified Non-Elective  Contribution
                  until  one of  the  tests  set  forth  in  Section  4.5(a)  is
                  satisfied,  or until such Non-Highly  Compensated  Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a). This process shall continue until one of the tests set
                  forth in Section 4.5(a) has been satisfied.

                                                        37
Such  contribution  shall be made by the Employer prior to the
                  end of the current Plan Year.

                                    Notwithstanding  the  above,  for Plan Years
                  beginning  after  December  31,  1998,  if the testing  method
                  changes from the current year testing method to the prior year
                  testing  method,  then for purposes of  preventing  the double
                  counting of Qualified Non-Elective Contributions for the first
                  testing  year for which the change is  effective  any  special
                  Qualified  Non-Elective  Contribution  on behalf of Non-Highly
                  Compensated  Participants used to satisfy the "Actual Deferral
                  Percentage" or "Actual Contribution Percentage" test under the
                  current  year  testing  method for the prior year testing year
                  shall be disregarded.

                           (c) If  during a Plan  Year the  projected  aggregate
                  amount of Elective Contributions to be allocated to all Highly
                  Compensated  Participants  under this Plan would, by virtue of
                  the tests set forth in Section 4.5(a),  cause the Plan to fail
                  such tests, then the  Administrator  may automatically  reduce
                  proportionately  or in the order  provided  in Section  4.6(a)
                  each  affected  Highly  Compensated   Participant's   deferral
                  election made  pursuant to Section 4.2 by an amount  necessary
                  to satisfy one of the tests set forth in Section 4.5(a).

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS

                           (a)  Except as  limited  under  Section  4.6(i),  the
                  "Actual  Contribution  Percentage"  for Plan  Years  beginning
                  after December 31, 1996 for the Highly Compensated Participant
                  group shall not exceed the greater of:

                           (1) 125 percent of such percentage for the Non-Highly
                           Compensated Participant group (for the preceding Plan
                           Year if the  prior  year  testing  method  is used to
                           calculate the "Actual  Contribution  Percentage"  for
                           the Non-Highly Compensated Participant group); or

                           (2) the lesser of 200 percent of such  percentage for
                           the Non-Highly Compensated Participant group (for the
                           preceding  Plan Year if the prior year testing method
                           is  used  to  calculate   the  "Actual   Contribution
                           Percentage"    for   the    Non-Highly    Compensated
                           Participant   group),  or  such  percentage  for  the
                           Non-Highly  Compensated  Participant  group  (for the
                           preceding  Plan Year if the prior year testing method
                           is  used  to  calculate   the  "Actual   Contribution
                           Percentage"    for   the    Non-Highly    Compensated
                           Participant group) plus 2 percentage points. However,
                           to prevent the multiple use of the alternative method
                           described   in  this   paragraph   and  Code  Section
                           401(m)(9)(A),   any  Highly  Compensated  Participant
                           eligible  to  make  elective  deferrals  pursuant  to
                           Section 4.2 or any other cash or deferred arrangement
                           maintained by the Employer or an Affiliated  Employer
                           and to make Employee contributions or

                                                        38
to receive matching  contributions under this Plan or
                           under  any  plan  maintained  by the  Employer  or an
                           Affiliated  Employer  shall have a combination of his
                           Elective    Contributions   and   Employer   matching
                           contributions and his Employee  contributions reduced
                           pursuant to Regulation 1.401(m)-2 and Section 4.8(a).
                           The provisions of Code Section 401(m) and Regulations
                           1.401(m)-l(b) and 1.401(m)-2 are incorporated  herein
                           by reference.

                           (b) For the purposes of this Section and Section 4.8,
                  "Actual  Contribution  Percentage" for a Plan Year means, with
                  respect  to  the  Highly  Compensated  Participant  group  and
                  Non-Highly  Compensated  Participant  group (for the preceding
                  Plan  Year  if the  prior  year  testing  method  is  used  to
                  calculate  the  "Actual   Contribution   Percentage"  for  the
                  Non-Highly Compensated  Participant group), the average of the
                  ratios  (calculated  separately  for each  Participant in each
                  group rounded to the nearest one-hundredth of one percent) of:

                           (1) the sum of Employer matching  contributions  made
                           pursuant  to  Section  4.1(b)  (to  the  extent  such
                           matching  contributions  are not used to satisfy  the
                           safe  harbor  methods   permitted  by  Code  Sections
                           401(k)(12)  and  401(m)(11)  and  Employer   matching
                           contributions made pursuant to Section 4.1(c) (to the
                           extent such  matching  contributions  are not used to
                           satisfy the "Actual  Deferral  Percentage"  tests) on
                           behalf of each such  Participant  for such Plan Year;
                           to

                           (2)      the Participant's "414(s) Compensation" for
                           such Plan Year.

                                    Notwithstanding the above, if the prior year
                  testing  method is used to calculate the "Actual  Contribution
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the first Plan Year of this amendment and restatement, for
                  purposes  of  Section   4.7(a),   the   "Actual   Contribution
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the preceding  Plan Year shall be  determined  pursuant to
                  the provisions of the Plan then in effect.

                           (c)  For   purposes   of   determining   the  "Actual
                  Contribution Percentage", only Employer matching contributions
                  contributed  to the Plan  prior  to the end of the  succeeding
                  Plan Year shall be considered.  In addition, the Administrator
                  may elect to take into  account,  with  respect  to  Employees
                  eligible to have Employer matching  contributions  pursuant to
                  Section 4.1(b) (to the extent such matching  contributions are
                  not used to satisfy the safe harbor methods  permitted by Code
                  Sections   401(k)(12)  and   401(m)(11),   Employer   matching
                  contributions  pursuant to Section  4.1(c) (to the extent such
                  matching  contributions  are not used to satisfy  the  "Actual
                  Deferral  Percentage"  tests)  allocated  to  their  accounts,
                  nonelective   contributions  (as  described  in  Code  Section
                  401(k)(12)(C)) (to the extent such nonelective

                                                        39
contributions  are not used to satisfy the safe harbor methods
                  permitted by Code  Section  401(k)(12)  and 401(m)),  elective
                  deferrals  (as  defined  in  Regulation   1.402(g)-l(b))   and
                  qualified  non-elective  contributions  (as  defined  in  Code
                  Section  401(m)(4)(C))  contributed to any plan  maintained by
                  the  Employer.   Such  Nonelective   Contributions,   elective
                  deferrals and qualified  non-elective  contributions  shall be
                  treated  as  Employer   matching   contributions   subject  to
                  Regulation  1.401(m)- l(b)(5) which is incorporated  herein by
                  reference. However, the Plan Year must be the same as the plan
                  year of the  plan to  which  the  elective  deferrals  and the
                  qualified non-elective contributions are made.

                           (d) For  purposes of this  Section and Code  Sections
                  401(a)(4),  410(b)  and  401(m),  if two or more  plans of the
                  Employer   to   which   matching    contributions,    Employee
                  contributions,  or both,  are made are treated as one plan for
                  purposes of Code Sections  401(a)(4) or 410(b) (other than the
                  average  benefits  test under Code Section  410(b)(2)(A)(ii)),
                  such plans shall be treated as one plan.  In addition,  two or
                  more plans of the  Employer to which  matching  contributions,
                  Employee contributions, or both, are made may be considered as
                  a single plan for purposes of determining  whether or not such
                  plans satisfy Code Sections  401(a)(4),  410(b) and 401(m). In
                  such a case,  the  aggregated  plans must satisfy this Section
                  and Code Sections 401(a)(4),  410(b) and 401(m) as though such
                  aggregated  plans were a single plan.  Any  adjustment  to the
                  Non-Highly  Compensated  Participant actual contribution ratio
                  for the prior year shall be made in  accordance  with Internal
                  Revenue  Service  Notice  98-1 and any  superseding  guidance.
                  Plans may be aggregated  under this paragraph (e) only if they
                  have the same plan year.  Notwithstanding  the above, for Plan
                  Years  beginning after December 31, 1996, if two or more plans
                  which include cash or deferred  arrangements  are permissively
                  aggregated   under   Regulation   1.410(b)-7(d),   all   plans
                  permissively  aggregated  must use  either  the  current  year
                  testing  method  or the  prior  year  testing  method  for the
                  testing year.

                                    Notwithstanding the above, an employee stock
                  ownership plan described in Code Section 4975(e)(7) or 409 may
                  not be aggregated  with this Plan for purposes of  determining
                  whether  the  employee  stock  ownership  plan  or  this  Plan
                  satisfies this Section and Code Sections 401(a)(4), 410(b) and
                  401(m).

                           (e)  If  a  Highly   Compensated   Participant  is  a
                  Participant  under two or more plans  (other  than an employee
                  stock ownership plan as defined in Code Section  4975(e)(7) or
                  409) which are  maintained  by the  Employer or an  Affiliated
                  Employer   to   which   matching    contributions,    Employee
                  contributions,  or both, are made, all such  contributions  on
                  behalf  of  such  Highly  Compensated   Participant  shall  be
                  aggregated for purposes of determining such Highly Compensated
                  Participant's actual contribution ratio. However, if the plans
                  have different plan years, this paragraph

                                                        40
shall be applied by treating  all plans  ending with or within
                  the same calendar year as a single plan.

                           (f) For purposes of Sections 4.7(a) and 4.8, a Highly
                  Compensated Participant and Non-Highly Compensated Participant
                  shall include any Employee  eligible to have Employer matching
                  contributions  (whether or not a deferral election was made or
                  suspended) allocated to his account for the Plan Year.

                           Notwithstanding  the above, if the prior year testing
                  method  is  used  to   calculate   the  "Actual   Contribution
                  Percentage" for the Non-Highly  Compensated  Participant group
                  for the first Plan Year of this amendment and restatement, for
                  the  purposes  of Section  4.7(a),  a  Non-Highly  Compensated
                  Participant  shall include any such Employee  eligible to have
                  Employer  matching  contributions  (whether  or not a deferral
                  election was made or  suspended)  allocated to his account for
                  the preceding Plan Year pursuant to the provisions of the Plan
                  then in effect.

                           (g) If the Plan uses the prior year  testing  method,
                  the  "Actual  Contribution   Percentage"  for  the  Non-Highly
                  Compensated  Participant group is determined without regard to
                  changes in the group of  Non-Highly  Compensated  Participants
                  who are eligible under the Plan in the testing year.  However,
                  if the Plan results from, or is otherwise affected by, a "Plan
                  Coverage  Change"  that becomes  effective  during the testing
                  year,  then  the  "Actual  Contribution  Percentage"  for  the
                  Non-Highly Compensated Participant group for the prior year is
                  the "Weighted Average Of The Actual  Contribution  Percentages
                  For The Prior Year Subgroups."  Notwithstanding  the above, if
                  ninety (90) percent or more of the total number of  Non-Highly
                  Compensated  Participants  from all "Prior Year Subgroups" are
                  from a single "Prior Year  Subgroup,"  then in determining the
                  "Actual   Contribution    Percentage"   for   the   Non-Highly
                  Compensated  Participants for the prior year, the Employer may
                  elect  to  use  the  "Actual   Contribution   Percentage"  for
                  Non-Highly  Compensated  Participants for the prior year under
                  which that single "Prior Year Subgroup" was eligible,  in lieu
                  of using the weighted  averages.  For purposes of this Section
                  the following definitions shall apply:

                           (1)  "Plan  Coverage  Change"  means a change  in the
                           group or groups of eligible  Participants  on account
                           of (i) the establishment or amendment of a plan, (ii)
                           a plan merger,  consolidation,  or spinoff under Code
                           Section  414(l),  (iii) a  change  in the  way  plans
                           within  the  meaning  of  Code  Section   414(l)  are
                           combined or  separated  for  purposes  of  Regulation
                           1.401(k)-l(g)(11),  or (iv) a  combination  of any of
                           the foregoing.

                           (2)  "Prior  Year  Subgroup"   means  all  Non-Highly
                           Compensated  Participants  for the prior year who, in
                           the prior year,  were eligible  Participants  under a
                           specific Code Section 401(m) plan maintained by the

                                                        41
Employer   and   who   would   have   been   eligible
                           Participants  in the prior year under the plan tested
                           if the plan coverage  change had first been effective
                           as of the  first  day of the prior  year  instead  of
                           first being effective during the testing year.

                           (3)  "Weighted  Average  Of The  Actual  Contribution
                           Percentages For The Prior Year  Subgroups"  means the
                           sum, for all prior year  subgroups,  of the "Adjusted
                           Actual Contribution Percentages."

                           (4) "Adjusted  Actual  Contribution  Percentage" with
                           respect  to a prior  year  subgroup  means the Actual
                           Contribution  Percentage for  Non-Highly  Compensated
                           Participants  for the prior year of the specific plan
                           under  which the  members of the prior year  subgroup
                           were eligible Participants, multiplied by a fraction,
                           the  numerator  of which is the number of  Non-Highly
                           Compensated  Participants  in the prior year subgroup
                           and the  denominator  of which is the total number of
                           Non-Highly Compensated Participants in all prior year
                           subgroups.

                           (h) For the purpose of this Section, when calculating
                  the  "Actual  Contribution   Percentage"  for  the  Non-Highly
                  Compensated  Participant  group, the prior year testing method
                  shall be used. Any change from the current year testing method
                  to the prior year  testing  method  shall be made  pursuant to
                  Internal   Revenue  Service  Notice  98-1,   Section  VII  (or
                  superseding   guidance),   the   provisions   of   which   are
                  incorporated herein by reference.

                           (i) Contributions made pursuant to Section 4.1(b) are
                  intended  to comply  with this  Section  4.7  pursuant  to the
                  alternative  methods  permitted  by Code  Section  401(m)(11).
                  Therefore,  for  Plan  Years in which  the Plan  satisfies  an
                  alternative   method  under  Code  Section   401(m)(11),   the
                  limitations  and  requirements  imposed under Sections  4.7(a)
                  through (h) shall be inapplicable.

4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                           (a) In the event (or if it is anticipated)  that, for
                  Plan Years  beginning  after  December 31,  1996,  the "Actual
                  Contribution    Percentage"   for   the   Highly   Compensated
                  Participant  group  exceeds  (or  might  exceed)  the  "Actual
                  Contribution   Percentage"  for  the  Non-Highly   Compensated
                  Participant   group   pursuant   to   Section   4.7(a),    the
                  Administrator  (on or before  the  fifteenth  day of the third
                  month  following  the end of the  Plan  Year,  but in no event
                  later than the close of the following  Plan Year) shall direct
                  the   Trustee  to   distribute   to  the  Highly   Compensated
                  Participant   having  the  largest  amount  of   contributions
                  determined pursuant to Section 4.7(b)(2),  his portion of such
                  contributions  (and Income  allocable  to such  contributions)
                  until the total amount of Excess Aggregate  Contributions  has
                  been distributed, or until his

                                                        42
remaining amount equals the amount of contributions determined
                  pursuant  to  Section  4.7(b)(2)  of  the  Highly  Compensated
                  Participant having the second largest amount of contributions.
                  This process shall  continue  until the total amount of Excess
                  Aggregate Contributions has been distributed. The distribution
                  of Excess Aggregate  Contributions shall be made from Employer
                  matching contributions.

                           (b) Any  distribution  of less than the entire amount
                  of  Excess  Aggregate  Contributions  (and  Income)  shall  be
                  treated  as  a  pro  rata  distribution  of  Excess  Aggregate
                  Contributions  and Income.  Distribution  of Excess  Aggregate
                  Contributions  shall  be  designated  by  the  Employer  as  a
                  distribution of Excess Aggregate Contributions (and Income).

                           (c) Excess Aggregate  Contributions  shall be treated
                  as Employer  contributions  for purposes of Code  Sections 404
                  and 415 even if distributed from the Plan.

                           (d)  The   determination  of  the  amount  of  Excess
                  Aggregate Contributions with respect to any Plan Year shall be
                  made after first determining the Excess Contributions, if any,
                  to be  treated  as  voluntary  Employee  contributions  due to
                  recharacterization  for the plan year of any  other  qualified
                  cash or  deferred  arrangement  (as  defined  in Code  Section
                  401(k))  maintained  by the Employer  that ends with or within
                  the Plan Year.

                           (e) If  during a Plan  Year the  projected  aggregate
                  amount of Employer  matching  contributions to be allocated to
                  all Highly Compensated  Participants under this Plan would, by
                  virtue of the tests set  forth in  Section  4.7(a),  cause the
                  Plan  to  fail  such  tests,   then  the   Administrator   may
                  automatically reduce  proportionately or in the order provided
                  in   Section   4.8(a)   each   affected   Highly   Compensated
                  Participant's  projected  share  of such  contributions  by an
                  amount  necessary  to  satisfy  one of the  tests set forth in
                  Section 4.7(a).

                           (f)  Notwithstanding  the above,  within  twelve (12)
                  months after the end of the Plan Year, the Employer may make a
                  special  Qualified  Non-Elective  Contribution  on  behalf  of
                  certain  Non-Highly  Compensated  Participants  in  an  amount
                  sufficient  to satisfy (or to prevent an  anticipated  failure
                  of)  one of the  tests  set  forth  in  Section  4.7(a).  Such
                  contribution  shall be allocated to the Participant's  Account
                  of the Non-Highly  Compensated  Participant  having the lowest
                  Compensation,  until one of the tests set forth in Section 4.7
                  is satisfied, or until such Non-Highly Compensated Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a).  If one of the tests set forth in Section  4.7 has not
                  been satisfied,  the Non-Highly Compensated Participant having
                  the second  lowest  Compensation  shall  receive  the  special
                  Qualified Non-Elective Contribution until one of the tests set
                  forth in Section 4.7 is satisfied, or until such Non-Highly

                                                        43
Compensated  Participant  has  received  his  maximum  "annual
                  addition"  pursuant  to Section  4.9(a).  This  process  shall
                  continue  until one of the tests set forth in Section  4.7 has
                  been satisfied. A separate accounting of any special Qualified
                  Non-Elective   Contribution   shall  be   maintained   in  the
                  Participant's Account.

                                    However, if the prior year testing method is
                  used, the special Qualified Non-Elective Contribution shall be
                  allocated in the prior Plan Year to the Participant's  Account
                  on behalf of each Non-Highly  Compensated  Participant who was
                  employed  by the  Employer  on the last day of the prior  Plan
                  Year having the lowest  Compensation  for the prior Plan Year,
                  until one of the tests set forth in Section 4.7 is  satisfied,
                  or until such Non-Highly Compensated  Participant has received
                  his maximum "annual  addition"  pursuant to Section 4.9(a). If
                  one of the  tests  set  forth  in  Section  4.7 has  not  been
                  satisfied,  the Non-Highly Compensated  Participant having the
                  second  lowest  Compensation  for the prior  Plan  Year  shall
                  receive the special Qualified Non-Elective  Contribution until
                  one of the tests set forth in  Section  4.7 is  satisfied,  or
                  until such Non-Highly Compensated Participant has received his
                  maximum "annual  addition"  pursuant to Section  4.9(a).  This
                  process  shall  continue  until  one of the tests set forth in
                  Section 4.7 has been  satisfied.  Such  contribution  shall be
                  made by the  Employer  prior  to the end of the  current  Plan
                  Year.  A  separate   accounting   of  any  special   Qualified
                  Non-Elective   Contributions   shall  be   maintained  in  the
                  Participant's Account.

                                     Notwithstanding  the above,  for Plan Years
                  beginning  after  December  31,  1998,  if the testing  method
                  changes from the current year testing method to the prior year
                  testing  method,  then for purposes of  preventing  the double
                  counting of Qualified Non-Elective Contributions for the first
                  testing  year for which the change is  effective,  any special
                  Qualified  Non-Elective  Contribution  on behalf of Non-Highly
                  Compensated  Participants used to satisfy the "Actual Deferral
                  Percentage" or "Actual Contribution Percentage" test under the
                  current  year  testing  method for the prior year testing year
                  shall be disregarded.

4.9      MAXIMUM ANNUAL ADDITIONS

                           (a)  Notwithstanding   the  foregoing,   the  maximum
                  "annual  additions"  credited to a Participant's  accounts for
                  any  "limitation  year" shall equal the lesser of: (1) $30,000
                  adjusted  annually as provided in Code Section 415(d) pursuant
                  to the  Regulations,  or (2) twenty-five  percent (25%) of the
                  Participant's  "415  Compensation" for such "limitation year."
                  For any short "limitation  year," the dollar limitation in (1)
                  above shall be reduced by a fraction,  the  numerator of which
                  is the number of full  months in the short  "limitation  year"
                  and the denominator of which is twelve (12).

                                                        44
(b) For purposes of applying the  limitations of Code
                  Section 415,  "annual  additions"  means the sum credited to a
                  Participant's  accounts  for  any  "limitation  year"  of  (1)
                  Employer   contributions,   (2)Employee   contributions,   (3)
                  forfeitures,  (4) amounts allocated,  after March 31, 1984, to
                  an  individual  medical  account,  as defined in Code  Section
                  415(l)(2)   which  is  part  of  a  pension  or  annuity  plan
                  maintained  by the  Employer  and  (5)  amounts  derived  from
                  contributions  paid or accrued  after  December 31,  1985,  in
                  taxable years ending after such date,  which are  attributable
                  to post-retirement  medical benefits allocated to the separate
                  account  of  a  key  employee  (as  defined  in  Code  Section
                  419A(d)(3))  under a welfare  benefit plan (as defined in Code
                  Section 419(e)) maintained by the Employer.  Except,  however,
                  the "415 Compensation"  percentage  limitation  referred to in
                  paragraph   (a)(2)   above   shall  not  apply  to:   (1)  any
                  contribution  for medical benefits (within the meaning of Code
                  Section  419A(f)(2))  after  separation  from service which is
                  otherwise  treated as an "annual  addition," or (2) any amount
                  otherwise  treated as an "annual  addition" under Code Section
                  415(l)(1).

                           (c) For purposes of applying the  limitations of Code
                  Section 415, the transfer of funds from one qualified  plan to
                  another  is  not  an  "annual  addition."  In  addition,   the
                  following are not Employee  contributions  for the purposes of
                  Section 4.9(b)(2):  (1) rollover  contributions (as defined in
                  Code Sections 402(e)(6),  403(a)(4), 403(b)(8) and 408(d)(3));
                  (2)  repayments of loans made to a Participant  from the Plan;
                  (3)  repayments  of  distributions  received  by  an  Employee
                  pursuant  to  Code  Section  411(a)(7)(B)   (cash-outs);   (4)
                  repayments of distributions  received by an Employee  pursuant
                  to Code Section 411(a)(3)(D)  (mandatory  contributions);  and
                  (5) Employee  contributions  to a simplified  employee pension
                  excludable from gross income under Code Section 408(k)(6).

                           (d)      For purposes of applying the limitations of
                  Code Section 415, the "limitation year" shall be the Plan
                  Year.

                           (e) For the purpose of this  Section,  all  qualified
                  defined  contribution  plans (whether  terminated or not) ever
                  maintained  by the  Employer  shall be treated as one  defined
                  contribution plan.

                           (f) For the purpose of this Section,  if the Employer
                  is a member of a controlled group of  corporations,  trades or
                  businesses  under  common  control (as defined by Code Section
                  1563(a) or Code  Section  414(b) and (c) as  modified  by Code
                  Section 415(h), is a member of an affiliated service group (as
                  defined by Code Section  414(m),  or is a member of a group of
                  entities  required to be  aggregated  pursuant to  Regulations
                  under Code Section  414(o),  all  Employees of such  Employers
                  shall be considered to be employed by a single Employer.

                                                        45
(g) For the purpose of this Section,  if this Plan is
                  a Code Section  413(c) plan,  each Employer who maintains this
                  Plan will be considered to be a separate Employer.

                           (h) (l) If a  Participant  participates  in more than
                           one  defined  contribution  plan  maintained  by  the
                           Employer which have different  Anniversary Dates, the
                           maximum  "annual  additions"  under  this Plan  shall
                           equal  the  maximum   "annual   additions"   for  the
                           "limitation   year"  minus  any  "annual   additions"
                           previously  credited to such  Participant's  accounts
                           during the "limitation year."

                           (2) If a Participant  participates  in both a defined
                           contribution  plan  subject to Code Section 412 and a
                           defined contribution plan not subject to Code Section
                           412  maintained  by the Employer  which have the same
                           Anniversary Date, "annual additions" will be credited
                           to  the  Participant's  accounts  under  the  defined
                           contribution  plan  subject to Code Section 412 prior
                           to crediting "annual  additions" to the Participant's
                           accounts  under  the  defined  contribution  plan not
                           subject to Code Section 412.

                           (3) If a  Participant  participates  in more than one
                           defined contribution plan not subject to Code Section
                           412  maintained  by the Employer  which have the same
                           Anniversary  Date,  the  maximum  "annual  additions"
                           under  this Plan shall  equal the  product of (A) the
                           maximum "annual  additions" for the "limitation year"
                           minus  any  "annual  additions"  previously  credited
                           under  subparagraphs (1) or (2) above,  multiplied by
                           (B) a  fraction  (i) the  numerator  of  which is the
                           "annual  additions"  which  would be credited to such
                           Participant's accounts under this Plan without regard
                           to the  limitations  of Code Section 415 and (ii) the
                           denominator  of which is such "annual  additions" for
                           all plans described in this subparagraph.

                           (i)   Notwithstanding   anything  contained  in  this
                  Section to the  contrary,  the  limitations,  adjustments  and
                  other  requirements  prescribed  in this Section  shall at all
                  times comply with the  provisions  of Code Section 415 and the
                  Regulations  thereunder,  the terms of which are  specifically
                  incorporated herein by reference.

4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                           (a)  If,  as  a  result  of  a  reasonable  error  in
                  estimating a Participant's Compensation, a reasonable error in
                  determining  the  amount of  elective  deferrals  (within  the
                  meaning  of Code  Section  402(g)(3))  that  may be made  with
                  respect to any Participant  under the limits of Section 4.9 or
                  other   facts   and    circumstances   to   which   Regulation
                  1.415-6(b)(6)  shall be  applicable,  the  "annual  additions"
                  under this Plan would cause the maximum "annual  additions" to
                  be exceeded for any Participant,  the Administrator  shall (1)
                  distribute any elective deferrals (within the meaning of Code

                                                        46
Section  402(g)(3))  or  return  any  Employee   contributions
                  (whether voluntary or mandatory),  and for the distribution of
                  gains  attributable  to those elective  deferrals and Employee
                  contributions,  to the extent that the  distribution or return
                  would reduce the "excess amount" in the Participant's accounts
                  (2) hold any "excess amount" remaining after the return of any
                  elective  deferrals or voluntary  Employee  contributions in a
                  "Section  415  suspense  account"  (3)  use the  "Section  415
                  suspense   account"  in  the  next   "limitation   year"  (and
                  succeeding "limitation years" if necessary) to reduce Employer
                  contributions  for that  Participant  if that  Participant  is
                  covered by the Plan as of the end of the "limitation year," or
                  if the Participant is not so covered,  allocate and reallocate
                  the  "Section 415  suspense  account" in the next  "limitation
                  year" (and succeeding  "limitation years" if necessary) to all
                  Participants  in the Plan  before  any  Employer  or  Employee
                  contributions  which would constitute  "annual  additions" are
                  made  to the  Plan  for  such  "limitation  year"  (4)  reduce
                  Employer  contributions to the Plan for such "limitation year"
                  by the amount of the "Section 415 suspense account"  allocated
                  and reallocated during such "limitation year."

                           (b) For purposes of this Article, "excess amount" for
                  any Participant for a "limitation year" shall mean the excess,
                  if any, of (1) the "annual  additions" which would be credited
                  to his account  under the terms of the Plan without  regard to
                  the  limitations  of Code  Section  415 over  (2) the  maximum
                  "annual additions" determined pursuant to Section 4.9.

                           (c)  For  purposes  of  this  Section,  "Section  415
                  suspense  account" shall mean an unallocated  account equal to
                  the sum of "excess  amounts" for all  Participants in the Plan
                  during  the  "limitation  year."  The  "Section  415  suspense
                  account"  shall  not  share in any  earnings  or losses of the
                  Trust Fund.

4.11     TRANSFERS FROM QUALIFIED PLANS

                           (a)  Effective  April 1,  2000,  this  Plan  does not
                  permit  direct  or  indirect  rollover  transfers  from  other
                  qualified  plans by  employees.  However,  this  Section  4.11
                  applies  to (1)  rollover  transfers  to this  Plan  that were
                  permitted  prior  to that  date and (2) the  rollover  account
                  portion of a  Participant's  account  which is merged with and
                  into,  or  transferred  (other  than by a direct  or  indirect
                  rollover  transfer)  to,  this  Plan  from  another  qualified
                  defined   contribution   plan.   Those   amounts   compose   a
                  "Participant's  Rollover  Account."  Any such account shall be
                  fully  Vested  at  all  times  and  shall  not be  subject  to
                  Forfeiture for any reason.

                           (b) Amounts in a Participant's Rollover Account shall
                  be held by the Trustee pursuant to the provisions of this Plan
                  and  may  not  be  withdrawn   by,  or   distributed   to  the
                  Participant,  in whole  or in  part,  except  as  provided  in
                  Section 6.10 and paragraphs (c) and (d) of this Section.

                                                        47
(c) Except as  permitted  by  Regulations  (including
                  Regulation  1.411(d)-4),   amounts  attributable  to  elective
                  contributions  (as defined in Regulation  1.401(k)-  l(g)(3)),
                  including amounts treated as elective contributions, which are
                  transferred  from  another  qualified  plan in a  plan-to-plan
                  transfer  shall be  subject  to the  distribution  limitations
                  provided for in Regulation 1.401(k)-l(d).

                           (d) At Normal  Retirement  Date,  or such  other date
                  when the Participant or his  Beneficiary  shall be entitled to
                  receive  benefits,  the fair market value of the Participant's
                  Rollover Account shall be used to provide additional  benefits
                  to the Participant or his  Beneficiary.  Any  distributions of
                  amounts held in a Participant's Rollover Account shall be made
                  in a  manner  which  is  consistent  with  and  satisfies  the
                  provisions of Section 6.5, including,  but not limited to, all
                  notice  and  consent  requirements  of Code  Sections  417 and
                  411(a)(11) and the Regulations thereunder.  Furthermore,  such
                  amounts shall be considered as part of a Participant's benefit
                  in  determining  whether an  involuntary  cash-out of benefits
                  without Participant consent may be made.

                           (e)  The   Administrator  may  direct  that  employee
                  transfers  made after a Valuation  Date be  segregated  into a
                  separate account for each  Participant in a federally  insured
                  savings  account,  certificate of deposit in a bank or savings
                  and loan association, money market certificate, or other short
                  term debt  security  acceptable to the Trustee until such time
                  as the  allocations  pursuant to this Plan have been made,  at
                  which time they may remain  segregated  or be invested as part
                  of  the  general   Trust  Fund,   to  be   determined  by  the
                  Administrator.

                           (f) For purposes of this Section, the term "qualified
                  plan"  shall mean any tax  qualified  plan under Code  Section
                  401(a).  The term "amounts  transferred  from other  qualified
                  plans"  shall  mean:  (i)  amounts  transferred  to this  Plan
                  directly from another qualified plan; (ii)  distributions from
                  another   qualified   plan   which   are   eligible   rollover
                  distributions and which are either transferred by the Employee
                  to this Plan  within  sixty (60) days  following  his  receipt
                  thereof  or are  transferred  pursuant  to a direct  rollover;
                  (iii)  amounts   transferred  to  this  Plan  from  a  conduit
                  individual   retirement  account  provided  that  the  conduit
                  individual  retirement account has no assets other than assets
                  which  (A) were  previously  distributed  to the  Employee  by
                  another  qualified  plan as a lump-sum  distribution  (B) were
                  eligible  for  tax-free  rollover to a qualified  plan and (C)
                  were deposited in such conduit  individual  retirement account
                  within  sixty  (60) days of  receipt  thereof  and other  than
                  earnings on said assets;  and (iv) amounts  distributed to the
                  Employee from a conduit individual  retirement account meeting
                  the requirements of clause (iii) above, and transferred by the
                  Employee  to this Plan  within  sixty (60) days of his receipt
                  thereof from such conduit individual retirement account.

                                                        48
(g) Prior to  accepting  any  transfers to which this
                  Section applies, the Administrator may require the Employee to
                  establish that the amounts to be transferred to this Plan meet
                  the  requirements  of this  Section  and may also  require the
                  Employee to provide an opinion of counsel  satisfactory to the
                  Employer  that  the  amounts  to  be   transferred   meet  the
                  requirements of this Section.

                           (h) Notwithstanding  anything herein to the contrary,
                  a transfer  directly to this Plan from another  qualified plan
                  (or a transaction  having the effect of such a transfer) shall
                  only be permitted if it will not result in the  elimination or
                  reduction  of any  "Section  411(d)(6)  protected  benefit" as
                  described in Section 7.1.

4.12     VOLUNTARY CONTRIBUTIONS

                           (a) This Plan does not permit voluntary contributions
                  by  Participants.  However,  this  Section 4.12 applies to any
                  Participant   account  that  is  merged  with  and  into,   or
                  transferred  (other  than by a  direct  or  indirect  rollover
                  transfer)  to,  this  Plan  from  another   qualified  defined
                  contribution  plan and which includes amounts  attributable to
                  voluntary contributions.  Those amounts compose a Participants
                  Voluntary   Contributions   Account.   The   balance  in  each
                  Participant's  Voluntary Contribution Account,  resulting from
                  mergers or direct transfers shall be fully Vested at all times
                  and shall not be subject to Forfeiture for any reason.

                           (b) A Participant may elect to withdraw his voluntary
                  contributions from his Voluntary  Contribution Account and the
                  actual  earnings  thereon in a manner which is consistent with
                  and satisfies the  provisions of Section 6.5,  including,  but
                  not limited to, all notice and  consent  requirements  of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder. If
                  the  Administrator  maintains  sub-accounts  with  respect  to
                  voluntary contributions (and earnings thereon) which were made
                  on  or  before  a  specified  date,  a  Participant  shall  be
                  permitted to designate  which sub- account shall be the source
                  for his withdrawal.

                           (c) At Normal  Retirement  Date,  or such  other date
                  when the Participant or his  Beneficiary  shall be entitled to
                  receive  benefits,  the fair  market  value  of the  Voluntary
                  Contribution  Account  shall  be  used to  provide  additional
                  benefits to the Participant or his Beneficiary.

4.13     DIRECTED INVESTMENT ACCOUNT

                           (a)   Participants   may,   subject  to  a  procedure
                  established by the  Administrator  (the Participant  Direction
                  Procedures) and applied in a uniform nondiscriminatory manner,
                  direct the Trustee to invest all of their accounts in specific
                  assets,  specific funds or other  investments  permitted under
                  the Plan and the

                                                        49
Participant Direction Procedures. That portion of the interest
                  of any Participant so directing will thereupon be considered a
                  Participant's Directed Account.

                           (b)  As  of  each  Valuation  Date,  all  Participant
                  Directed  Accounts  shall be charged or credited  with the net
                  earnings,   gains,   losses  and   expenses  as  well  as  any
                  appreciation   or  depreciation  in  the  market  value  using
                  publicly   listed  fair  market   values  when   available  or
                  appropriate.

                           (1) To the extent that the assets in a  Participant's
                           Directed  Account are  accounted for as pooled assets
                           or investments, the allocation of earnings, gains and
                           losses of each  Participant's  Directed Account shall
                           be based upon the total  amount of funds so invested,
                           in a manner  proportionate to the Participant's share
                           of such pooled investment.

                           (2)  To  the   extent   that   the   assets   in  the
                           Participant's  Directed  Account are accounted for as
                           segregated assets, the allocation of earnings,  gains
                           and  losses  from  such  assets  shall  be  made on a
                           separate and distinct basis.

                           (c)  The  Participant   Direction   Procedures  shall
                  provide  an  explanation  of  the  circumstances  under  which
                  Participants  and  their  Beneficiaries  may  give  investment
                  instructions,  including,  but need  not be  limited  to,  the
                  following:

                           (1)      the conveyance of instructions by the
                           Participants and their Beneficiaries to invest
                           Participant Directed Accounts in Directed
                           Investments;

                           (2)  the  name,  address  and  phone  number  of  the
                           Fiduciary (and, if applicable,  the person or persons
                           designated  by the  Fiduciary  to act on its  behalf)
                           responsible   for   providing   information   to  the
                           Participant or a Beneficiary upon request relating to
                           the investments in Directed Investments;

                           (3)      applicable restrictions on transfers to and
                           from any Designated Investment Alternative;

                           (4)      any restrictions on the exercise of voting,
                           tender and similar rights related to a Directed
                           Investment by the Participants or their
                           Beneficiaries;

                           (5)  a  description  of  any  transaction   fees  and
                           expenses  which  affect the  balances in  Participant
                           Directed  Accounts in connection with the purchase or
                           sale of Directed Investments; and

                           (6)      general procedures for the dissemination of
                           investment and other information relating to the
                           Designated Investment Alternatives as deemed

                                                        50
necessary or appropriate, including but not limited
                           to a description of the following:

                                    (i)     the investment vehicles available
                                    under the Plan, including specific
                                    information regarding any Designated
                                    Investment Alternative;

                                    (ii)    any designated Investment Managers;
                                       and

                                    (iii)  a  description   of  the   additional
                                    information   which  may  be  obtained  upon
                                    request  from the  Fiduciary  designated  to
                                    provide such information.

                           (d) Any information  regarding  investments available
                  under the Plan,  to the extent not required to be described in
                  the Participant Direction  Procedures,  may be provided to the
                  Participant  in  one  or  more  written  documents  which  are
                  separate from the Participant Direction Procedures and are not
                  thereby incorporated by reference into this Plan.

                             (e)  The  Administrator  may,  at  its  discretion,
                  include in or exclude by  amendment  or other  action from the
                  Participant Direction Procedures such instructions, guidelines
                  or policies as it deems  necessary  or  appropriate  to ensure
                  proper  administration of the Plan, and may interpret the same
                  accordingly.

                                                     ARTICLE V
                                                    VALUATIONS

5.1      VALUATION OF THE TRUST FUND

                  The  Administrator  shall  direct  the  Trustee,  as  of  each
Valuation  Date, to determine the net worth of the assets  comprising  the Trust
Fund as it exists on the Valuation  Date.  In  determining  such net worth,  the
Trustee  shall value the assets  comprising  the Trust Fund at their fair market
value as of the  Valuation  Date and shall  deduct  all  expenses  for which the
Trustee has not yet obtained  reimbursement from the Employer or the Trust Fund.
The Trustee may update the value of any shares held in the Participant  Directed
Account by reference to the number of shares held by that Participant, priced at
the market value as of the Valuation Date.

5.2      METHOD OF VALUATION

                  In determining the fair market value of securities held in the
Trust Fund which are listed on a registered  stock exchange,  the  Administrator
shall  direct the  Trustee to value the same at the prices they were last traded
on such exchange  preceding the close of business on the Valuation Date. If such
securities  were not traded on the  Valuation  Date, or if the exchange on which
they are

                                                        51
traded was not open for  business on the  Valuation  Date,  then the  securities
shall be valued  at the  prices at which  they  were  last  traded  prior to the
Valuation Date. Any unlisted  security held in the Trust Fund shall be valued at
its bid price next preceding the close of business on the Valuation Date,  which
bid price shall be obtained from a registered broker or an investment banker. In
determining  the fair market  value of assets  other than  securities  for which
trading or bid prices can be  obtained,  the  Trustee may  appraise  such assets
itself, or in its discretion, employ one or more appraisers for that purpose and
rely on the values established by such appraiser or appraisers.

                  For administrative  purposes, the Administrator may establish,
or cause to be established, unit values for one or more investment funds (or any
portion  thereof) and maintain the  accounts  setting  forth each  Participant's
interest in the investment fund (or any portion  thereof) in terms of the units,
all in accordance with rules and procedures as the Administrators  shall deem to
be fair,  equitable  and  administratively  practicable.  In the event that unit
accounting is thus  established for any investment fund (or any portion thereof)
the value of a  Participant's  interest in that  investment fund (or any portion
thereof) at any time shall be an amount equal to the then value of a unit in the
investment fund (or any portion thereof)  multiplied by the number of units then
credited to the Participant.

                                                    ARTICLE VI
                                    DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

                  Every  Participant  may  terminate  his  employment  with  the
Employer and retire for the  purposes  hereof on his Normal  Retirement  Date or
Early  Retirement Date.  However,  a Participant may postpone the termination of
his  employment  with  the  Employer  to  a  later  date,  in  which  event  the
participation  of such  Participant in the Plan,  including the right to receive
allocations  pursuant to Section 4.4, shall  continue until his Late  Retirement
Date.  Upon  a  Participant's  Retirement  Date  or  attainment  of  his  Normal
Retirement Date without termination of employment with the Employer,  or as soon
thereafter as is practicable,  the Trustee shall distribute,  at the election of
the Participant,  all amounts credited to such Participant's Combined Account in
accordance with Section 6.5.

6.2      DETERMINATION OF BENEFITS UPON DEATH

                  Unless modified under Schedule 6.2,  Protected  Optional Forms
of Death Benefit,  which is attached hereto and hereby incorporated by reference
and made a part of the Plan, for any portion of a Participant's Combined Account
attributable  to a plan merged with and into,  or  transferred  (other than by a
direct or indirect rollover  transfer) to, this Plan, this Section 6.2 describes
the determination of benefits upon a Participant's death.

                             (a)     Upon the death of a Participant before his
                  Retirement Date or other termination of his employment, all
                  amounts credited to such Participant's Combined Account shall
                  become fully Vested.  The Administrator shall direct the
                  Trustee, in

                                                        52
accordance  with the  provisions  of Sections  6.6 and 6.7, to
                  distribute the value of the deceased Participant's accounts to
                  the Participant's Beneficiary.

                             (b) Upon the  death  of a Former  Participant,  the
                  Administrator shall direct the Trustee, in accordance with the
                  provisions  of  Sections  6.6  and  6.7,  to  distribute   any
                  remaining  Vested  amounts  credited  to  the  accounts  of  a
                  deceased  Former  Participant  to  such  Former  Participant's
                  Beneficiary.

                             (c)  Any  security  interest  held  by the  Plan by
                  reason of an  outstanding  loan to the  Participant  or Former
                  Participant  shall be taken into  account in  determining  the
                  amount of the Pre-Retirement Survivor Annuity.

                             (d) The Administrator may require such proper proof
                  of death  and such  evidence  of the  right of any  person  to
                  receive  payment  of the value of the  account  of a  deceased
                  Participant  or Former  Participant as the  Administrator  may
                  deem desirable. The Administrator's determination of death and
                  of the  right  of any  person  to  receive  payment  shall  be
                  conclusive.

                             (e)   Unless   otherwise   elected  in  the  manner
                  prescribed  in Section  6.6,  the  Participant's  spouse shall
                  receive a death benefit equal to the  Pre-Retirement  Survivor
                  Annuity.  The  Participant  may designate a Beneficiary  other
                  than his spouse to receive that  portion of his death  benefit
                  which is not payable as a Pre-Retirement Survivor Annuity. The
                  Participant  may also  designate a Beneficiary  other than his
                  spouse to receive the Pre-Retirement Survivor Annuity but only
                  if:

                             (1) the  Participant  and his spouse  have  validly
                             waived the Pre- Retirement  Survivor Annuity in the
                             manner  prescribed  in Section  6.6, and the spouse
                             has waived his or her right to be the Participant's
                             Beneficiary, or

                             (2) the  Participant  is legally  separated  or has
                             been  abandoned  (within  the meaning of local law)
                             and  the  Participant  has a  court  order  to such
                             effect  (and  there  is  no   "qualified   domestic
                             relations  order" as defined in Code Section 414(p)
                             which provides otherwise), or

                             (3)     the Participant has no spouse, or

                             (4)     the spouse cannot be located.

                                     In such event, the designation of a
                  Beneficiary shall be made on a form satisfactory to the
                  Administrator.  A Participant may at any time revoke his

                                                        53
designation  of a  Beneficiary  or change his  Beneficiary  by
                  filing  written  notice of such  revocation or change with the
                  Administrator.  However,  the Participant's  spouse must again
                  consent  in  writing  to any  change  in  Beneficiary  of that
                  portion of the death benefit that would otherwise be paid as a
                  Pre-Retirement  Survivor  Annuity unless the original  consent
                  acknowledged  that the spouse  had the right to limit  consent
                  only to a specific Beneficiary and that the spouse voluntarily
                  elected to relinquish such right.  The  Participant's  may, at
                  any time,  designate a Beneficiary  to receive death  benefits
                  that are in excess of the Pre-Retirement  Survivor Annuity. In
                  the event no valid  designation of  Beneficiary  exists at the
                  time of the  Participant's  death,  the death benefit shall be
                  payable to his spouse.

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

                  In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such  Participant's  Combined Account shall become fully Vested.  In
the event of a Participant's  Total and Permanent  Disability,  the Trustee,  in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant  all amounts  credited  to such  Participant's  Combined  Account as
though he had retired.

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

                             (a) If a Participant's employment with the Employer
                  is  terminated  for any  reason  other than  death,  Total and
                  Permanent Disability or retirement,  such Participant shall be
                  entitled to such benefits as are provided hereinafter pursuant
                  to this Section 6.4.

                                     Distribution   of  the   funds   due  to  a
                  Terminated  Participant  shall be made on the occurrence of an
                  event  which  would  result  in  the   distribution   had  the
                  Terminated  Participant remained in the employ of the Employer
                  (upon the Participant's death, Total and Permanent Disability,
                  Early or Normal  Retirement).  However, at the election of the
                  Participant,  the  Administrator  shall  direct the Trustee to
                  cause   the   entire   Vested   portion   of  the   Terminated
                  Participant's   Combined   Account   to  be  payable  to  such
                  Terminated Participant.  Any distribution under this paragraph
                  shall  be  made in a  manner  which  is  consistent  with  and
                  satisfies the  provisions of Section 6.5,  including,  but not
                  limited  to,  all  notice  and  consent  requirements  of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder.

                                     The Administrator  shall direct the Trustee
                  to  cause  the  entire  Vested  benefit  to be  paid  to  such
                  Participant in a single lump sum,  effective for distributions
                  on or after  March  22,  1999,  if the  value of a  Terminated
                  Participant's   Vested  benefit   derived  from  Employer  and
                  Employee contributions does not exceed $5,000 ($3,500 for Plan
                  Years  beginning  prior to August 6, 1997) and the Participant
                  has not

                                                        54
commenced a periodic  distribution form for which at least one
                  scheduled periodic distribution is yet to be made.

 .
                             (b) A Participant  shall become fully Vested in his
                  Participant's   Account   attributable  to  Employer  matching
                  contributions made pursuant to Section 4.1(c) immediately upon
                  entry into the Plan.

                             (c) The Vested portion of any Participant's Account
                  attributable  to  Employer  discretionary  contributions  made
                  pursuant to Section  4.1(e) shall be a percentage of the total
                  of  such  amount   credited  to  his   Participant's   Account
                  determined on the basis of the  Participant's  number of whole
                  years of his  Period of  Service  according  to the  following
                  schedule:

                                                 Vesting Schedule
                                       Employer Discretionary Contributions

                            Periods of Service             Percentage

                                   Less than 3                 0%
                                     3                        20%
                                     4                        40%
                                     5                        60%
                                     6                        80%
                                     7                       100%

                             (d)  Notwithstanding  the vesting  attributable  to
                  Employer discretionary contributions provided for in paragraph
                  6.4(c) above,  for any Top Heavy Plan Year, the Vested portion
                  of  the   Participant's   Account   attributable  to  Employer
                  discretionary contributions of any Participant who has an Hour
                  of  Service  after  the  Plan  becomes  top  heavy  shall be a
                  percentage of the amount credited to his Participant's Account
                  attributable   to   Employer    discretionary    contributions
                  determined on the basis of the  Participant's  number of whole
                  years of his  Period of  Service  according  to the  following
                  schedule:

                                                        55
Vesting Schedule
                                       Employer Discretionary Contributions

                             Periods of Service             Percentage

                                   Less than 2                  0%
                                     2                         20%
                                     3                         40%
                                     4                         60%
                                     5                         80%
                                     6                        100%

                                    If in any  subsequent  Plan  Year,  the Plan
                  ceases to be a Top Heavy Plan, the Administrator  shall revert
                  to the vesting  schedule  in effect  before this Plan became a
                  Top Heavy Plan. Any such reversion  shall be treated as a Plan
                  amendment pursuant to the terms of the Plan.

                           (e)  Notwithstanding  the vesting schedule above, the
                  Vested percentage of a Participant's Account shall not be less
                  than the  Vested  percentage  attained  as of the later of the
                  effective   date  or  adoption  date  of  this  amendment  and
                  restatement.

                           (f)  Notwithstanding the vesting schedule above, upon
                  the complete  discontinuance of the Employer  contributions to
                  the Plan or upon any full or partial  termination of the Plan,
                  all  amounts   credited   to  the  account  of  any   affected
                  Participant  shall become 100% Vested and shall not thereafter
                  be subject to Forfeiture.

                           (g)  Except as  otherwise  provided  in this  Section
                  6.4(g),  a  Participant  with a Period of  Service of at least
                  three  (3)  whole  years  as of  the  expiration  date  of the
                  election   period   may  elect  to  have  his   nonforfeitable
                  percentage  computed  under  the Plan  without  regard to such
                  amendment and restatement. If a Participant fails to make such
                  election,  then such  Participant  shall be subject to the new
                  vesting  schedule.  The  Participant's  election  period shall
                  commence on the adoption  date of the  amendment and shall end
                  60 days after the latest of:

                           (1)      the adoption date of the amendment,

                           (2)      the effective date of the amendment, or

                           (3)      the date the Participant receives written
                           notice of the amendment from the Employer or
                           Administrator.

                                                        56
Except,  however,  any  Employee  who  was a
                  Participant  as of  April 1,  2000,  and who had  completed  a
                  Period of  Service of at least  three (3) whole  years at that
                  time shall be subject to the following  pre-amendment  vesting
                  schedules  or  additional  vesting  provision,  to the  extent
                  applicable  to  the  Participant,  provided  the  schedule  or
                  additional  vesting  provision  is more  liberal  than the new
                  vesting schedule.

                    Pre-Amendment Vesting Schedule for Participants in this Plan
                            (participation determined  as of March 31, 2000)

                                     100% vested upon attainment of age 62

                       Pre-Amendment Vesting Schedule for Participants in the
                      Bertek Pharmaceuticals Inc. 401(k) Savings Plan and Trust

                         (participation determined as of March 31, 2000)

                           Periods of Service            Percentage

                                less than 3                   0%
                                    3                        50%
                                    4                        75%
                                    5                       100%

             Pre-Amendment        Vesting   Schedule  for  Participants  in  the
                                  Penederm      Incorporated     401(k)     Plan
                                  (participation  determined  as  of  March  31,
                                  2000)

                           Periods of Service             Percentage

                                less than 2                    0%
                                    2                         25%
                                    3                         50%
                                    4                         75%
                                    5                        100%

                           (h) The computation of a Participant's nonforfeitable
                  percentage of his interest in the Plan shall not be reduced as
                  the result of any direct or indirect  amendment  to this Plan.
                  For this  purpose,  the Plan shall be  treated as having  been
                  amended  if the  Plan  provides  for an  automatic  change  in
                  vesting due to a change in top heavy status. In the event that
                  the Plan is amended to change or modify any vesting  schedule,
                  a  Participant  with at least  three  (3)  whole  years of his
                  Period of Service as of the  expiration  date of the  election
                  period  may  elect  to  have  his  nonforfeitable   percentage
                  computed under the Plan without regard to such amendment. If a
                  Participant fails to make such election, then such Participant
                  shall

                                                        57
be  subject to the new  vesting  schedule.  The  Participant's
                  election  period shall  commence on the  adoption  date of the
                  amendment and shall end 60 days after the latest of:

                           (1)      the adoption date of the amendment,

                           (2)      the effective date of the amendment, or

                           (3)      the date the Participant receives written
                           notice of the amendment from the Employer or
                           Administrator.

                           (i) (1) If any Former Participant shall be reemployed
                           by the  Employer  before  a 1-Year  Break in  Service
                           occurs,  he shall continue to participate in the Plan
                           in the same  manner  as if such  termination  had not
                           occurred.

                           (2) If any Former  Participant shall be reemployed by
                           the  Employer  before  five  (5)  consecutive  1-Year
                           Breaks in Service,  and such Former  Participant  had
                           received,   or  was  deemed  to  have   received,   a
                           distribution  of his entire Vested  interest prior to
                           his  reemployment,  his  forfeited  account  shall be
                           reinstated   only  if  he  repays  the  full   amount
                           distributed  to him  before  the  earlier of five (5)
                           years  after the first date on which the  Participant
                           is  subsequently  reemployed  by the  Employer or the
                           close of the  first  period  of five (5)  consecutive
                           1-Year  Breaks  in  Service   commencing   after  the
                           distribution,   or  in   the   event   of  a   deemed
                           distribution,  upon the  reemployment  of such Former
                           Participant. In the event the Former Participant does
                           repay the full amount  distributed  to him, or in the
                           event of a  deemed  distribution,  the  undistributed
                           portion of the Participant's Account must be restored
                           in full,  unadjusted by any gains or losses occurring
                           subsequent to the Valuation Date  coinciding  with or
                           preceding  his  termination.   The  source  for  such
                           reinstatement   shall   first   be  any   Forfeitures
                           occurring   during  the  year.   If  such  source  is
                           insufficient,  then the Employer shall  contribute an
                           amount  which  is  sufficient  to  restore  any  such
                           forfeited  Accounts  provided,  however,  that  if  a
                           discretionary  contribution  is made  for  such  year
                           pursuant to Section 4.1(e),  such contribution  shall
                           first be applied to restore any such Accounts and the
                           remainder  shall  be  allocated  in  accordance  with
                           Section 4.4.

                           (3) If any Former  Participant is reemployed  after a
                           1-Year  Break in  Service  has  occurred,  Periods of
                           Service shall include Periods of Service prior to his
                           1-Year  Break in  Service  subject  to the  following
                           rules:

                                    (i) If a  Former  Participant  has a  1-Year
                                    Break  in   Service,   his  pre-  break  and
                                    post-break   service   shall   be  used  for
                                    computing Periods of Service for eligibility
                                    and for vesting  purposes  only after he has
                                    been

                                                        58
employed for a Period of Service of  one (1)
                                    year following the date of his reemployment
                                    with the Employer;

                                    (ii) Any  Former  Participant  who under the
                                    Plan does not have a nonforfeitable right to
                                    any  interest  in the  Plan  resulting  from
                                    Employer  contributions  shall lose  credits
                                    otherwise  allowable  under (i) above if his
                                    consecutive  1-Year  Breaks in Service equal
                                    or exceed the greater of (A) five (5) or (B)
                                    the   aggregate   number  of  years  of  his
                                    pre-break Periods of Service;

                                    (iii)  After  five  (5)  consecutive  1-Year
                                    Breaks in  Service,  a Former  Participant's
                                    Vested  Account   balance   attributable  to
                                    pre-break  service shall not be increased as
                                    a result of post-break service;

                                    (iv)    If a Former Participant is
                                    reemployed by the Employer, he shall
                                    participate in the Plan immediately on his
                                    date of reemployment;

                                    (v) If a Former  Participant (a 1-Year Break
                                    in   Service   previously   occurred,    but
                                    employment  had not  terminated) is credited
                                    with an  Hour of  Service  after  the  first
                                    eligibility  computation  period in which he
                                    incurs a 1-Year  Break in Service,  he shall
                                    participate in the Plan immediately.

6.5      DISTRIBUTION OF BENEFITS

                           (a)(1) Unless  modified  under Schedule 6.5, which is
                           attached hereto and hereby  incorporated by reference
                           and  made a part of the  Plan,  or  unless  otherwise
                           elected  as  provided  below,  a  Participant  who is
                           married on the Annuity Starting Date and who does not
                           die before the Annuity  Starting  Date shall  receive
                           the  value  of all of his  benefits  in the form of a
                           joint and  survivor  annuity.  The joint and survivor
                           annuity is an annuity that commences  immediately and
                           shall be equal  in  value to a single  life  annuity.
                           Such  joint  and  survivor  benefits   following  the
                           Participant's  death  shall  continue  to the  spouse
                           during the  spouse's  lifetime at a rate equal to 50%
                           of the rate at which such  benefits  were  payable to
                           the Participant.  This joint and 50% survivor annuity
                           shall be considered  the designated  qualified  joint
                           and survivor  annuity and  automatic  form of payment
                           for  the   purposes  of  this  Plan.   However,   the
                           Participant  may elect to  receive a smaller  annuity
                           benefit with  continuation  of payments to the spouse
                           at a rate of  sixty-six  and two thirds  percent  (66
                           2/3%),  seventy-five  percent  (75%)  or one  hundred
                           percent  (100%) of the rate payable to a  Participant
                           during  his  lifetime,  which  alternative  joint and
                           survivor  annuity  shall  be  equal  in  value to the
                           automatic   joint  and  50%  survivor   annuity.   An
                           unmarried Participant shall receive the

                                                        59
value of his  benefit in the form of a life  annuity.
                           Such  unmarried  Participant,  however,  may elect in
                           writing to waive the life annuity.  The election must
                           comply with the  provisions  of this Section as if it
                           were an  election  to waive the  joint  and  survivor
                           annuity by a married  Participant,  but  without  the
                           spousal  consent  requirement.  The  Participant  may
                           elect  to  have  any  annuity  provided  for in  this
                           Section   distributed  upon  the  attainment  of  the
                           "earliest   retirement   age"  under  the  Plan.  The
                           "earliest  retirement  age" is the  earliest  date on
                           which, under the Plan, the Participant could elect to
                           receive retirement benefits.

                           (2) Unless  modified under Schedule 6.5, any election
                           to waive the joint and survivor  annuity must be made
                           by the  Participant  in writing  during the  election
                           period  and  be  consented  to by  the  Participant's
                           spouse. If the spouse is legally  incompetent to give
                           consent,  the spouse's legal  guardian,  even if such
                           guardian is the Participant,  may give consent.  Such
                           election shall  designate a Beneficiary (or a form of
                           benefits)  that may not be  changed  without  spousal
                           consent  (unless the consent of the spouse  expressly
                           permits  designations by the Participant  without the
                           requirement of further  consent by the spouse).  Such
                           spouse's   consent  shall  be  irrevocable  and  must
                           acknowledge  the  effect  of  such  election  and  be
                           witnessed by a notary public.  Such consent shall not
                           be required if it is established to the  satisfaction
                           of the Administrator that the required consent cannot
                           be obtained  because  there is no spouse,  the spouse
                           cannot be located, or other circumstances that may be
                           prescribed by  Regulations.  The election made by the
                           Participant  and  consented  to by his  spouse may be
                           revoked by the  Participant  in writing  without  the
                           consent of the spouse at any time during the election
                           period.  The  number  of  revocations  shall  not  be
                           limited.  Any  new  election  must  comply  with  the
                           requirements  of this  paragraph.  A former  spouse's
                           waiver shall not be binding on a new spouse.

                           (3) The  election  period  to  waive  the  joint  and
                           survivor annuity shall be the 90 day period ending on
                           the Annuity Starting Date.

                           (4) With regard to the  election,  the  Administrator
                           shall provide to the Participant no less than 30 days
                           and no more than 90 days before the Annuity  Starting
                           Date a written explanation of:

                                    (i)     the terms and conditions of the
                                    joint and survivor annuity,

                                    (ii)    the Participant's right to make, and
                                    the effect of, an election to waive the
                                    joint and survivor annuity,

                                                        60
(iii)   the right of the Participant's
                                    spouse to consent to any election
                                    to waive the joint and survivor annuity, and

                                    (iv)    the right of the Participant to
                                    revoke such election, and the effect of such
                                    revocation.

                           (5) The Annuity Starting Date for a distribution in a
                           form  other  than  a  qualified  joint  and  survivor
                           annuity may be less than 30 days after receipt of the
                           written explanation described above, provided that:

                                    (i) the  Administrator  clearly  informs the
                                    Participant that the Participant has a right
                                    to a period of 30 days after  receiving  the
                                    notice  to  consider  whether  to waive  the
                                    joint and  survivor  annuity and elect (with
                                    spousal  consent) to a form of  distribution
                                    other than a joint and survivor annuity,

                                    (ii) the  Participant is permitted to revoke
                                    an  affirmative   distribution  election  at
                                    least until the Annuity  Starting  Date, or,
                                    if   later,   at  any  time   prior  to  the
                                    expiration  of the 7-day  period that begins
                                    the day after the  explanation  of the joint
                                    and  survivor  annuity  is  provided  to the
                                    Participant, and

                                    (iii) the  Annuity  Starting  Date is a date
                                    after the date that the written  explanation
                                    was provided to the Participant.

                                    Notwithstanding   the  above,   the  Annuity
                                    Starting  Date  may be a date  prior  to the
                                    date the written  explanation is provided to
                                    the Participant if the distribution does not
                                    commence  until at least 30 days  after such
                                    written explanation is provided,  subject to
                                    the waiver of the 30-day  period as provided
                                    for above.

                           (b) Unless  modified under Schedule 6.5, in the event
                  a married Participant duly elects pursuant to paragraph (a)(2)
                  above not to  receive  his  benefit in the form of a joint and
                  survivor  annuity,  or if such Participant is not married,  in
                  the form of a life annuity, the Administrator, pursuant to the
                  election  of the  Participant,  shall  direct  the  Trustee to
                  distribute to a Participant or his  Beneficiary  any amount to
                  which  he is  entitled  under  the  Plan in one or more of the
                  following methods:

                           (1) One lump-sum payment in cash or, to the extent of
                           any whole  units of Employer  securities  held in the
                           Participant's account at the time of distribution, in
                           the form of Employer securities, at the Participant's
                           election.

                                                        61
(2)  Payments  over  a  period  certain  in  monthly,
                           quarterly,  semiannual,  or annual cash installments.
                           In order to provide such  installment  payments,  the
                           Administrator  may (A) segregate the aggregate amount
                           thereof  in a  separate,  federally  insured  savings
                           account,  certificate of deposit in a bank or savings
                           and loan  association,  money market  certificate  or
                           other  liquid  short-term  security or (B) purchase a
                           nontransferable  annuity  contract for a term certain
                           (with  no  life  contingencies)  providing  for  such
                           payment.  The period over which such payment is to be
                           made shall not extend beyond the  Participant's  life
                           expectancy (or the life expectancy of the Participant
                           and his designated Beneficiary).

                           (3)  Purchase of or  providing  an annuity.  However,
                           such annuity may not be in any form that will provide
                           for payments  over a period  extending  beyond either
                           the  life of the  Participant  (or the  lives  of the
                           Participant  and his designated  Beneficiary)  or the
                           life  expectancy  of the  Participant  (or  the  life
                           expectancy  of the  Participant  and  his  designated
                           Beneficiary).

                           (c) The present  value of a  Participant's  joint and
                  survivor   annuity   derived   from   Employer   and  Employee
                  contributions  may not be paid without his written  consent if
                  the value  exceeds  $5,000  ($3,500  for Plan Years  beginning
                  prior to August 6,  1997) or the  Participant  has  previously
                  commenced a periodic  distribution form for which at least one
                  scheduled  periodic  distribution is yet to be made.  Further,
                  the  spouse of a  Participant  must  consent in writing to any
                  immediate  distribution.  Any written consent required by this
                  Section  6.5(c) must be obtained  not more than 90 days before
                  commencement of the distribution and shall be made in a manner
                  consistent with Section 6.5(a)(2).

                                    If the  value of the  Participant's  benefit
                  derived  from  Employer and  Employee  contributions  does not
                  exceed $5,000 ($3,500 for Plan Years beginning prior to August
                  6, 1997) and the  Participant  has not previously  commenced a
                  periodic  distribution  form for which at least one  scheduled
                  periodic distribution is yet to be made, the Administrator may
                  immediately distribute such benefit without such Participant's
                  consent.  No  distribution  may be made  under  the  preceding
                  sentence   after  the   Annuity   Starting   Date  unless  the
                  Participant   and  his  spouse  consent  in  writing  to  such
                  distribution.

                           (d)  Any  distribution  to a  Participant  who  has a
                  benefit which exceeds $5,000 ($3,500 for Plan Years  beginning
                  prior to August 6,  1997) or the  Participant  has  previously
                  commenced a periodic  distribution form for which at least one
                  scheduled periodic distribution is yet to be mad shall require
                  such  Participant's  consent  if such  distribution  commences
                  prior to the  later of his  Normal  Retirement  Age or age 62.
                  With regard to this required consent:

                                                        62
(1) No consent shall be valid unless the  Participant
                           has  received a general  description  of the material
                           features and an explanation of the relative values of
                           the  optional  forms of benefit  available  under the
                           Plan that would  satisfy the notice  requirements  of
                           Code Section 417.

                           (2) The Participant  must be informed of his right to
                           defer receipt of the  distribution.  If a Participant
                           fails to  consent,  it shall be deemed an election to
                           defer the  commencement  of payment  of any  benefit.
                           However,   any  election  to  defer  the  receipt  of
                           benefits    shall   not   apply   with   respect   to
                           distributions   which  are  required   under  Section
                           6.5(e).

                           (3)  Notice  of  the  rights   specified  under  this
                           paragraph  shall be provided no less than 30 days and
                           no more  than 90 days  before  the  Annuity  Starting
                           Date.

                           Notwithstanding  the above, the Annuity Starting Date
                           may be a date  prior to the date the  explanation  is
                           provided to the Participant if the distribution  does
                           not  commence  until  at  least  30 days  after  such
                           explanation is provided, subject to the waiver of the
                           30-day period as provided for in Section 6.5(a)(5).

                           (4) Consent of the  Participant  to the  distribution
                           must not be made before the Participant  receives the
                           notice and must not be made more than 90 days  before
                           the Annuity Starting Date.

                           (5)  No  consent  shall  be  valid  if a  significant
                           detriment   is   imposed   under   the  Plan  on  any
                           Participant who does not consent to the distribution.

                           Any such distribution may commence less than 30 days,
                  subject to Section 6.5(a)(5),  after the notice required under
                  Regulation  1.411(a)-11(c)  is given,  provided  that: (1) the
                  Administrator   clearly  informs  the  Participant   that  the
                  Participant  has a right to a period of at least 30 days after
                  receiving  the notice to consider  the  decision of whether or
                  not to elect a distribution (and, if applicable,  a particular
                  distribution option), and (2) the Participant, after receiving
                  the notice, affirmatively elects a distribution.

                           (e)  Notwithstanding any provision in the Plan to the
                  contrary,  for Plan Years  beginning  after December 31, 1996,
                  the  distribution of a Participant's  benefits,  whether under
                  the Plan or through the purchase of an annuity contract, shall
                  be made in  accordance  with the  following  requirements  and
                  shall  otherwise  comply with Code Section  401(a)(9)  and the
                  Regulations thereunder (including Regulation  1.401(a)(9)- 2),
                  the provisions of which are incorporated herein by reference:

                                                        63
(1) A Participant's  benefits shall be distributed or
                           must  begin to be  distributed  to him not later than
                           April 1st of the calendar year following the later of
                           (i)  the  calendar  year  in  which  the  Participant
                           attains age 70 1/2 or (ii) the calendar year in which
                           the Participant  retires from active  employment with
                           the Employer and any Affiliated  Employer,  provided,
                           however, that this clause (ii) shall not apply in the
                           case  of a  Participant  who is a "five  (5)  percent
                           owner" at any time  during the Plan Year  ending with
                           or  within  the  calendar  year in which  such  owner
                           attains age 70 1/2. Such distributions shall be equal
                           to or greater than any required distribution.

                           Alternatively,  distributions  to a Participant  must
                           begin  no  later  than the  applicable  April  lst as
                           determined under the preceding  paragraph and must be
                           made over the life of the  Participant  (or the lives
                           of the Participant and the  Participant's  designated
                           Beneficiary)   or   the   life   expectancy   of  the
                           Participant   (or  the  life   expectancies   of  the
                           Participant   and  his  designated   Beneficiary)  in
                           accordance with Regulations.

                           (2)   Distributions   to  a   Participant   and   his
                           Beneficiaries  shall only be made in accordance  with
                           the  incidental  death benefit  requirements  of Code
                           Section 401(a)(9)(G) and the Regulations thereunder.

                           (f) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse (other than in the
                  case  of  a  life   annuity)  may,  at  the  election  of  the
                  Participant or the  Participant's  spouse,  be redetermined in
                  accordance with Regulations. The election, once made, shall be
                  irrevocable.  If no election is made by the time distributions
                  must commence, then the life expectancy of the Participant and
                  the   Participant's   spouse   shall   not   be   subject   to
                  recalculation.  Life  expectancy  and joint and last  survivor
                  expectancy  shall be computed  using the return  multiples  in
                  Tables V and VI of Regulation 1.72-9.

                           (g) All  annuity  Contracts  under this Plan shall be
                  non-transferable when distributed.  Furthermore,  the terms of
                  any  annuity   Contract   purchased  and   distributed   to  a
                  Participant   or  spouse   shall   comply   with  all  of  the
                  requirements of the Plan.

                           (h)  If a  distribution  is  made  at a  time  when a
                  Participant is not fully Vested in his  Participant's  Account
                  and the Participant may increase the Vested percentage in such
                  account:

                           (1)      a separate account shall be established for
                           the Participant's interest in the Plan as of the time
                           of the distribution; and

                                                        64
(2) at any relevant  time, the  Participant's  Vested
                           portion of the separate  account shall be equal to an
                           amount ("XI") determined by the formula:

                           X equals P(AB plus (R x D)) - (R x D)

                           For purposes of applying the formula: P is the Vested
                           percentage  at the relevant  time,  AB is the account
                           balance  at the  relevant  time,  D is the  amount of
                           distribution,  and R is  the  ratio  of  the  account
                           balance at the relevant  time to the account  balance
                           after distribution.

6.6      DISTRIBUTION OF BENEFITS UPON DEATH

                           (a)  Unless  modified  under  Schedule  6.2 or unless
                  otherwise elected as provided below, a Vested  Participant who
                  dies before the Annuity  Starting Date and who has a surviving
                  spouse shall have the Pre-Retirement  Survivor Annuity paid to
                  his surviving spouse. The Participant's spouse may direct that
                  payment  of the  Pre-  Retirement  Survivor  Annuity  commence
                  within a reasonable period after the  Participant's  death. If
                  the spouse does not so direct,  payment of such  benefit  will
                  commence at the time the  Participant  would have attained the
                  later of his Normal  Retirement  Age or age 62.  However,  the
                  spouse may elect a later  commencement  date. Any distribution
                  to the  Participant's  spouse  shall be  subject  to the rules
                  specified in Section 6.6(g).

                           (b) Any election to waive the Pre-Retirement Survivor
                  Annuity  before  the  Participant's  death must be made by the
                  Participant  in writing  during the election  period and shall
                  require the  spouse's  irrevocable  consent in the same manner
                  provided  for in  Section  6.5(a)(2).  Further,  the  spouse's
                  consent must acknowledge the specific  nonspouse  Beneficiary.
                  Notwithstanding the foregoing,  the nonspouse Beneficiary need
                  not be  acknowledged,  provided  the  consent  of  the  spouse
                  acknowledges  that the spouse  has the right to limit  consent
                  only to a specific Beneficiary and that the spouse voluntarily
                  elects to relinquish such right.

                           (c) The election  period to waive the  Pre-Retirement
                  Survivor Annuity shall begin on the first day of the Plan Year
                  in which the Participant attains age 35 and end on the date of
                  the  Participant's  death.  An earlier  waiver  (with  spousal
                  consent)  may be made  provided a written  explanation  of the
                  Pre-Retirement  Survivor  Annuity is given to the  Participant
                  and such waiver  becomes  invalid at the beginning of the Plan
                  Year in which  the  Participant  turns  age 35. In the event a
                  Vested  Participant   separates  from  service  prior  to  the
                  beginning of the election  period,  the election  period shall
                  begin on the date of such separation from service.

                           (d)      With regard to the election, the
                  Administrator shall provide each Participant within the
                  applicable period, with respect to such Participant (and

                                                        65
consistent  with  Regulations),  a written  explanation of the
                  Pre-Retirement    Survivor   Annuity   containing   comparable
                  information  to that required  pursuant to Section  6.5(a)(4).
                  For the  purposes  of this  paragraph,  the  term  "applicable
                  period" means, with respect to a Participant, whichever of the
                  following periods ends last:

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

                           (2)      A reasonable period after the individual
                             becomes a Participant;

                           (3) A  reasonable  period  ending  after  the Plan no
                           longer   fully    subsidizes    the   cost   of   the
                           Pre-Retirement  Survivor  Annuity with respect to the
                           Participant;

                           (4)      A reasonable period ending after Code
                           Section 401(a)(11) applies to the Participant; or

                           (5) A reasonable period after separation from service
                           in the case of a  Participant  who  separates  before
                           attaining age 35. For this purpose, the Administrator
                           must  provide  the  explanation  beginning  one  year
                           before the  separation  from  service  and ending one
                           year after  such  separation.  If such a  Participant
                           thereafter  returns to employment  with the Employer,
                           the applicable  period for such Participant  shall be
                           redetermined.

                                    For   purposes  of  applying   this  Section
                  6.6(d), a reasonable period ending after the enumerated events
                  described in paragraphs (2), (3) and (4) is the end of the two
                  year  period   beginning  one  year  prior  to  the  date  the
                  applicable event occurs, and ending one year after that date.

                           (e)  If the  aggregate  value  of  the  Participant's
                  account   balance   derived   from   Employer   and   Employee
                  contributions  does not exceed  $5,000  ($3,500 for Plan Years
                  beginning prior to August 6, 1997) and the Participant has not
                  previously commenced a periodic distribution form for which at
                  least one scheduled  periodic  distribution is yet to be made,
                  the Administrator  shall direct the immediate  distribution of
                  the present value of the  Pre-Retirement  Survivor  Annuity to
                  the  Participant's  spouse.  No distribution may be made under
                  the preceding  sentence after the Annuity Starting Date unless
                  the spouse  consents in writing.  If the value exceeds  $5,000
                  ($3,500 for Plan Years  beginning  prior to August 6, 1997) or
                  the   Participant   has   previously   commenced   a  periodic
                  distribution  form for which at least one  scheduled  periodic
                  distribution  is yet to be made, an immediate  distribution of
                  the entire amount of the  Pre-Retirement  Survivor Annuity may
                  be made  to the  surviving  spouse,  provided  such  surviving
                  spouse consents in writing to such distribution. Any

                                                        66
written consent required under this paragraph must be obtained
                  not more than 90 days before  commencement of the distribution
                  and  shall  be  made  in  a  manner  consistent  with  Section
                  6.5(a)(2).

                           (f) (1) To the extent  the death  benefit is not paid
                           in the form of a Pre- Retirement Survivor Annuity, it
                           shall be paid to the Participant's Beneficiary by one
                           of  the   following   methods,   as  elected  by  the
                           Participant (or if no election has been made prior to
                           the Participant's death, by his Beneficiary), subject
                           to the rules specified in Section 6.6(g):

                                    (i) One lump-sum  payment in cash or, to the
                                    extent  of  any  whole   units  of  Employer
                                    securities held in the Participant's account
                                    at the time of distribution,  in the form of
                                    Employer securities.

                                    (ii)   Payment   in   monthly,    quarterly,
                                    semi-annual,  or  annual  cash  installments
                                    over  a  period  to  be  determined  by  the
                                    Participant   or  his   Beneficiary.   After
                                    periodic    installments    commence,    the
                                    Beneficiary  shall  have the right to direct
                                    the  Trustee to reduce the period over which
                                    such  periodic  installments  shall be made,
                                    and the Trustee shall adjust the cash amount
                                    of such periodic installments accordingly.

                                    (iii)  Purchase of or  providing an annuity.
                                    However,  the  annuity  may not be in a form
                                    that will provide for payments over a period
                                    extending  beyond the life of the designated
                                    Beneficiary.

                           (2) In the event the death benefit  payable  pursuant
                           to Section 6.2 is payable in installments, then, upon
                           the death of the Participant,  the  Administrator may
                           direct the  Trustee to  segregate  the death  benefit
                           into a separate account, and the Trustee shall invest
                           such  segregated  account  separately,  and the funds
                           accumulated  in such  account  shall  be used for the
                           payment of the installments.

                           (g)  Notwithstanding any provision in the Plan to the
                  contrary,  distributions upon the death of a Participant shall
                  be made in  accordance  with the  following  requirements  and
                  shall  otherwise  comply with Code Section  401(a)(9)  and the
                  Regulations  thereunder.  If the death  benefit is paid in the
                  form of a Pre- Retirement Survivor Annuity, then distributions
                  to the  Participant's  surviving  spouse  must  commence on or
                  before the later of: (1) December  31st of the  calendar  year
                  immediately   following   the  calendar   year  in  which  the
                  Participant died; or (2) December 31st of the calendar year in
                  which the Participant would have attained age 70 1/2. If it is
                  determined  pursuant to Regulations that the distribution of a
                  Participant's  interest  has  begun and the  Participant  dies
                  before his entire  interest has been  distributed  to him, the
                  remaining portion of such interest shall be distributed at

                                                        67
least as rapidly as under the method of distribution  selected
                  pursuant  to  Section  6.5  as of  his  date  of  death.  If a
                  Participant   dies   before  he  has  begun  to  receive   any
                  distributions  of  his  interest  under  the  Plan  or  before
                  distributions are deemed to have begun pursuant to Regulations
                  (and  distributions  are  not  to be  made  in the  form  of a
                  Pre-Retirement Survivor Annuity), then his death benefit shall
                  be  distributed to his  Beneficiaries  by December 31st of the
                  calendar  year in which the fifth  anniversary  of his date of
                  death occurs.

                                    However, the 5-year distribution requirement
                  of the preceding  paragraph  shall not apply to any portion of
                  the deceased Participant's interest which is payable to or for
                  the benefit of a designated  Beneficiary.  In such event, such
                  portion  may,  at the  election  of the  Participant  (or  the
                  Participant's  designated Beneficiary) be distributed over the
                  life of such  designated  Beneficiary  (or over a  period  not
                  extending  beyond  the  life  expectancy  of  such  designated
                  Beneficiary)  provided such distribution begins not later than
                  December 31st of the calendar year  immediately  following the
                  calendar year in which the Participant died.  However,  in the
                  event the Participant's  spouse  (determined as of the date of
                  the Participant's  death) is his Beneficiary,  the requirement
                  that distributions commence within one year of a Participant's
                  death shall not apply.  In lieu  thereof,  distributions  must
                  commence on or before the later of: (1)  December  31st of the
                  calendar year immediately following the calendar year in which
                  the  Participant  died;  or (2) December  31st of the calendar
                  year in which the Participant  would have attained age 70 1/2.
                  If the  surviving  spouse  dies before  distributions  to such
                  spouse begin, then the 5-year distribution requirement of this
                  Section shall apply as if the spouse was the Participant.

                           (h) For purposes of Section 6.6(g), the election by a
                  designated   Beneficiary   to  be  excepted  from  the  5-year
                  distribution  requirement  must be made no later than December
                  31st of the calendar  year  following the calendar year of the
                  Participant's  death.  Except,  however,  with  respect  to  a
                  designated  Beneficiary  who  is the  Participant's  surviving
                  spouse,  the  election  must be made by the  earlier  of:  (1)
                  December 31st of the calendar year  immediately  following the
                  calendar year in which the Participant  died or, if later, the
                  calendar year in which the Participant would have attained age
                  70 1/2;  or (2)  December  31st  of the  calendar  year  which
                  contains   the   fifth   anniversary   of  the   date  of  the
                  Participant's  death. An election by a designated  Beneficiary
                  must be in writing and shall be irrevocable as of the last day
                  of the election  period  stated  herein.  In the absence of an
                  election by the Participant or a designated  Beneficiary,  the
                  5-year distribution requirement shall apply.

                           (i) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse (other than in the
                  case  of  a  life   annuity)  may,  at  the  election  of  the
                  Participant or the  Participant's  spouse,  be redetermined in
                  accordance with Regulations. The election, once made, shall be
                  irrevocable. If no election is made

                                                        68
by  the  time  distributions  must  commence,  then  the  life
                  expectancy of the  Participant  and the  Participant's  spouse
                  shall not be subject to  recalculation.  Life  expectancy  and
                  joint and last survivor expectancy shall be computed using the
                  return multiples in Tables V and VI of Regulation 1.72-9.

6.7      TIME OF SEGREGATION OR DISTRIBUTION

                  Except  as  limited  by  Sections  6.5 and 6.6,  whenever  the
Trustee  is to make a  distribution  or to  commence  a series of  payments  the
distribution may be made or begun as soon as is practicable.  However,  unless a
Former  Participant  elects in writing to defer the  receipt of  benefits  (such
election may not result in a death  benefit that is more than  incidental),  the
payment of  benefits  shall begin not later than the 60th day after the close of
the Plan Year in which the latest of the following  events occurs:  (a) the date
on which the Participant  attains the earlier of age 65 or the Normal Retirement
Age  specified  herein;  (b) the  10th  anniversary  of the  year in  which  the
Participant commenced participation in the Plan; or (c) the date the Participant
terminates his service with the Employer.

6.8      DISTRIBUTION FOR MINOR BENEFICIARY

                  In the event a distribution is to be made to a minor, then the
Administrator  may direct that such  distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary  maintains his residence,  or to the custodian for such  Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said  Beneficiary  resides.  Such a payment to
the legal  guardian,  custodian  or parent of a minor  Beneficiary  shall  fully
discharge  the Trustee,  Employer,  and Plan from  further  liability on account
thereof.

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

                  If all,  or any  portion,  of the  distribution  payable  to a
Participant  or  his   Beneficiary   hereunder   shall,  at  the  later  of  the
Participant's  attainment of age 62 or his Normal  Retirement Age, remain unpaid
solely  by  reason  of the  inability  of the  Administrator,  after  sending  a
registered  letter,  return receipt  requested,  to the last known address,  and
after further diligent  effort,  to ascertain the whereabouts of the Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant  to the Plan.  In the event a  Participant  or  Beneficiary  is located
subsequent  to his benefit  being  reallocated,  the  benefit  shall be restored
unadjusted  for  earnings  or losses  and shall not count as an Annual  Addition
under Section 415 of the Code.

6.10     PRE-RETIREMENT DISTRIBUTION

                           (a)  Prior  to  termination  of  employment  with the
                  Employer or Afiliated  Employer,  if a Participant  shall have
                  attained the age of 59 1/2 years,  the  Administrator,  at the
                  election  of the  Participant,  shall  direct  the  Trustee to
                  distribute

                                                        69
all or a portion of the amount then  credited to the  accounts
                  maintained  on  behalf  of  the   Participant.   However,   no
                  distribution from a Participant's Account shall occur prior to
                  the Participant  attaining 100% vesting.  If the Administrator
                  makes such a distribution,  the Participant  shall continue to
                  be  eligible to  participate  in the Plan on the same basis as
                  any other  Employee.  Any  distribution  made pursuant to this
                  Section shall be made in a manner consistent with Section 6.5,
                  including,   but  not  limited  to,  all  notice  and  consent
                  requirements  of  Code  Sections  417 and  411(a)(11)  and the
                  Regulations thereunder.

                                    Distributions from a Participant's  Elective
                  Account  shall  not be  permitted  prior to the  Participant's
                  termination of employment with the Employer and any Affiliated
                  Employer  or the  Participant  attaining  age 59 1/2 except as
                  otherwise permitted under the terms of the Plan.

                           (b) In addition to Section 6.10(a),  above,  prior to
                  termination of employment with the Employer and any Affiliated
                  Employer,  Participants who had account balances under certain
                  other  qualified  plans which were  merged  with and into,  or
                  transferred  (other  than by a  direct  or  indirect  rollover
                  transfer) to, this Plan have  additional  distribution  rights
                  applicable to accrued  benefits  attributable to the merged or
                  transferred account as provided under this Section 6.10(b).

                           (1) A Participant who had an account under the former
                           Bertek,   Inc.   Profit  Sharing  401(k)  Plan,  last
                           maintained by Mylan  Technologies Inc., which account
                           was merged with and into, or transferred  (other than
                           by a direct or indirect  rollover  transfer) to, this
                           Plan on April 1,  2000,  may  elect to  withdraw  the
                           following:

                                    (i) at any  time,  in a lump  sum,  all or a
                                    portion  of  the   Participant's   voluntary
                                    (after-tax)   contributions  and  a  prorata
                                    share of the earnings which were transferred
                                    to this Plan as of April 1, 2000;

                                    (ii)  after  the   Participant   shall  have
                                    attained the age of 59 1/2 years, all or any
                                    portion   of  the   Participant's   Combined
                                    Account which is  attributable to a rollover
                                    and related  earnings  previously held under
                                    the Bertek,  Inc. Profit Sharing 401(k) Plan
                                    and which were  transferred  to this Plan as
                                    of April 1, 2000; and

                                    (iii)  after  the  Participant   shall  have
                                    attained the age of 59 1/2 years, all or any
                                    portion   of  the   Participant's   Elective
                                    Account  which is  attributable  to elective
                                    deferrals  which  were  transferred  to this
                                    Plan as of April 1, 2000.

                                                        70
Distributions  under this Section  6.10(b)(1)  may be
                           made even if the Participant is less than 100% vested
                           in any other  portion of the  Participant's  Combined
                           Account.

                           (2) A Participant who had an account under the former
                           UDL Laboratories,  Inc. 401(k) & Profit Sharing Plan,
                           last  maintained  by UDL  Laboratories,  Inc.,  which
                           account  was  merged  with and into,  or  transferred
                           (other  than  by  a  direct  or   indirect   rollover
                           transfer)  to, this Plan on April 1, 2000,  may elect
                           to withdraw the following:

 .
                                    (i) at any time,  in a lump sum,  all or any
                                    portion   of  the   Participant's   Combined
                                    Account which is  attributable to a rollover
                                    and related  earnings  previously held under
                                    the UDL  Laboratories,  Inc. 401(k) & Profit
                                    Sharing Plan and which were  transferred  to
                                    this Plan as of April 1, 2000; and

                                    (ii)  after  the   Participant   shall  have
                                    attained the age of 59 1/2 years, all or any
                                    portion   of  the   Participant's   Combined
                                    Account  which is  attributable  to  amounts
                                    which  were  transferred  to this Plan as of
                                    April 1, 2000.

                           Distributions  under this Section  6.10(b)(2)  may be
                           made even if the Participant is less than 100% vested
                           in any other  portion of the  Participant's  Combined
                           Account.

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP

                           (a)  The  Administrator,   at  the  election  of  the
                  Participant,  shall  direct the Trustee to  distribute  to any
                  Participant  in any one Plan Year up to the  lesser of 100% of
                  the    Participants    Voluntary     Contributions    Account,
                  Participant's  Rollover  Account  and  Participant's  Elective
                  Account  (excluding  amounts   attributable  to  the  Employer
                  contribution made pursuant to Section 4.1(b)) valued as of the
                  last  Valuation  Date or the amount  necessary  to satisfy the
                  immediate and heavy  financial  need of the  Participant.  Any
                  distribution  made pursuant to this Section shall be deemed to
                  be made as of the first day of the Plan Year or, if later, the
                  Valuation Date immediately preceding the date of distribution,
                  and  the  Participant's   Voluntary   Contributions   Account,
                  Participant's  Rollover  Account  and  Participant's  Elective
                  Account,  in that  order,  shall  be  reduced  accordingly.  A
                  withdrawal under this Section must be in an amount of at least
                  $1,000  and is deemed to be on  account  of an  immediate  and
                  heavy  financial need of the  Participant if the withdrawal is
                  for:

                           (1)      Expenses for medical care described in Code
                           Section 213(d) previously incurred by the
                           Participant, his spouse, or any of his dependents

                                                        71
(as defined in Code Section 152) or necessary for
                           these persons to obtain medical care;

                           (2)      The costs directly related to the purchase
                           of a principal residence for the Participant
                           (excluding mortgage payments);

                           (3) Payment of tuition, related educational fees, and
                           room and  board  expenses  for the next  twelve  (12)
                           months   of   post-secondary    education   for   the
                           Participant, his spouse, children, or dependents; or

                           (4) Payments necessary to prevent the eviction of the
                           Participant   from   his   principal   residence   or
                           foreclosure  on the  mortgage  of  the  Participant's
                           principal residence.

                           (b) No  distribution  shall be made  pursuant to this
                  Section unless the Administrator, based upon the Participant's
                  representation  and  such  other  facts  as are  known  to the
                  Administrator, determines that all of the following conditions
                  are satisfied:

                           (1) The  distribution  is not in excess of the amount
                           of the  immediate  and  heavy  financial  need of the
                           Participant.  The amount of the  immediate  and heavy
                           financial  need may include 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 distributions, and all nontaxable
                           (at the time of the loan) loans  currently  available
                           under all plans maintained by the Employer;

                           (3) The Plan,  and all other plans  maintained by the
                           Employer,  provide  that the  Participant's  elective
                           deferrals and voluntary  Employee  contributions will
                           be  suspended  for at least  twelve (12) months after
                           receipt  of  the   hardship   distribution   or,  the
                           Participant,   pursuant  to  a  legally   enforceable
                           agreement,  will suspend his elective  deferrals  and
                           voluntary Employee  contributions to the Plan and all
                           other plans  maintained  by the Employer for at least
                           twelve  (12)  months  after  receipt of the  hardship
                           distribution; and

                           (4) The Plan,  and all other plans  maintained by the
                           Employer,  provide that the  Participant may not make
                           elective deferrals for the Participant's taxable year
                           immediately   following   the  taxable  year  of  the
                           hardship  distribution  in excess  of the  applicable
                           limit under Code Section 402(g) for such next taxable
                           year less the amount of such  Participant's  elective
                           deferrals  for  the  taxable  year  of  the  hardship
                           distribution.

                                                        72
(c) Notwithstanding the above, distributions from the
                  Participant's  Elective Account pursuant to this Section shall
                  be  limited,   as  of  the  date  of   distribution,   to  the
                  Participant's  Elective Account as of the end of the last Plan
                  Year ending before July 1, 1989, plus the total  Participant's
                  Deferred  Compensation  after such date, reduced by the amount
                  of any previous  distributions  from that account  pursuant to
                  this Section and Section 6.10.

                           (d) Any  distribution  made  pursuant to this Section
                  shall  be  made in a  manner  which  is  consistent  with  and
                  satisfies the  provisions of Section 6.5,  including,  but not
                  limited  to,  all  notice  and  consent  requirements  of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder.

                           (e) If a Participant requests a withdrawal under this
                  Section, the Participant's  Voluntary Contribution Account, if
                  any, shall be withdrawn in the following sequence:

                           (1)  Part  or  all  of  the  Participant's  voluntary
                           contributions   made  before   January  1,  1987  not
                           previously withdrawn, which shall have been allocated
                           to  a  subaccount  of  the  Participant's   Voluntary
                           Contribution    Account   for   pre-1987    after-tax
                           contributions,  but not more than the  current  value
                           thereof;

                           (2)  Upon the  withdrawal  of all  amounts  withdrawn
                           pursuant  to (1),  part  or all of the  Participant's
                           voluntary  contributions made after December 31, 1986
                           not  previously  withdrawn,  but not  more  than  the
                           current  value  thereof  together  with the  share of
                           accumulated income,  gains and losses attributable to
                           the   Participant's    voluntary   contributions   so
                           distributed   (determined   at   the   time   of  the
                           distribution); and

                           (3) Upon the  withdrawal of all amounts  withdrawable
                           pursuant   to   Sections   6.11(e)(1)   and  (2),   a
                           Participant   may   withdraw   part  or  all  of  the
                           accumulated   income,   gains   and   losses  on  the
                           Participant's   Voluntary  Contribution  Account  not
                           previously withdrawn.

                           The amount of  accumulated  income,  gains and losses
                  attributable  to  the   distribution   of  the   Participant's
                  voluntary contributions made after December 31, 1986, pursuant
                  to Section 6.11(e)(2),  shall be determined by multiplying the
                  sum  distributed by a fraction,  the numerator of which is the
                  difference,  determined  immediately  before the distribution,
                  between   the   value  of  the   post-1986   portion   of  the
                  Participant's Voluntary Contribution Account and the post-1986
                  Participant's voluntary contributions,  and the denominator of
                  which  is  the  value  of  the   post-1986   portion   of  the
                  Participant's   Voluntary   Contribution  Account  immediately
                  before   the   distribution.   "Post-1986   portion   of   the
                  Participant's   voluntary   contributions"   shall   refer  to
                  Participant  voluntary  contributions  made after December 31,
                  1986, and

                                                        73
"post-1986 portion of the Participant's Voluntary Contribution
                  Account"  shall refer to  voluntary  contributions  made after
                  December 31, 1986 and the accumulated income, gains and losses
                  thereon.

6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

                  All rights and benefits,  including  elections,  provided to a
Participant  in this  Plan  shall  be  subject  to the  rights  afforded  to any
"alternate payee" under a "qualified domestic relations order."  Furthermore,  a
distribution to an "alternate  payee" shall be permitted if such distribution is
authorized  by a  "qualified  domestic  relations  order,"  even if the affected
Participant  has not  separated  from service and has not reached the  "earliest
retirement  age" under the Plan.  For the purposes of this  Section,  "alternate
payee,"  "qualified  domestic  relations  order" and "earliest  retirement age,"
shall have the meaning set forth under Code Section 414(p).

6.13     DIRECT ROLLOVER

                           (a)  Notwithstanding any provision of the Plan to the
                  contrary that would otherwise  limit a distributee's  election
                  under this Section,  a distributes  may elect, at the time and
                  in the manner  prescribed  by the  Administrator,  to have any
                  portion of an eligible rollover  distribution that is equal to
                  at least $500 paid  directly  to an eligible  retirement  plan
                  specified by the distributee in a direct rollover.

                           (b)      For purposes of this Section the following
                  definitions shall apply:

                           (1)  An  eligible   rollover   distribution   is  any
                           distribution  of all or any portion of the balance to
                           the  credit  of  the  distributee,   except  that  an
                           eligible rollover  distribution does not include: any
                           distribution that is one of a series of substantially
                           equal  periodic  payments (not less  frequently  than
                           annually)  made for the life (or life  expectancy) of
                           the  distributee  or the joint  lives (or joint  life
                           expectancies)    of   the    distributee    and   the
                           distributee's   designated  beneficiary,   or  for  a
                           specified   period   of  ten   years  or  more;   any
                           distribution  to  the  extent  such  distribution  is
                           required under Code Section 401(a)(9); the portion of
                           any  other  distribution  that is not  includible  in
                           gross  income  (determined   without  regard  to  the
                           exclusion  for  net  unrealized   appreciation   with
                           respect  to  employer   securities);   any   hardship
                           distribution     described     in    Code     Section
                           401(k)(2)(B)(i)(IV);  and any other distribution that
                           is reasonably expected to total less than $200 during
                           a year.

                           (2) An  eligible  retirement  plan  is an  individual
                           retirement  account described in Code Section 408(a),
                           an individual  retirement  annuity  described in Code
                           Section  408(b),  an annuity  plan  described in Code
                           Section  403(a),  or a qualified  trust  described in
                           Code Section 401(a),  that accepts the  distributee's
                           eligible rollover distribution.  However, in the case
                           of an eligible

                                                        74
rollover  distribution  to the surviving  spouse,  an
                           eligible retirement plan is an individual  retirement
                           account or individual retirement annuity.

                           (3) A  distributee  includes  an  Employee  or former
                           Employee.  In  addition,  the  Employee's  or  former
                           Employee's  surviving  spouse and the  Employee's  or
                           former  Employee's spouse or former spouse who is the
                           alternate payee under a qualified  domestic relations
                           order,  as  defined  in  Code  Section  414(p),   are
                           distributees  with  regard  to  the  interest  of the
                           spouse or former spouse.

                           (4)      A direct rollover is a payment by the Plan
                           to the eligible retirement plan specified by the
                           distributee.

                                                    ARTICLE VII
                                     AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1      AMENDMENT

                           (a) The Employer  shall have the right at any time to
                  amend the Plan,  subject to the  limitations  of this Section.
                  However,  any amendment  which  affects the rights,  duties or
                  responsibilities of the Trustee and Administrator,  other than
                  an amendment to remove the Trustee or Administrator,  may only
                  be  made  with  the  Trustee's  and  Administrator's   written
                  consent. Any such amendment shall become effective as provided
                  therein upon its execution.  The Trustee shall not be required
                  to execute  any such  amendment  unless  the Trust  provisions
                  contained  herein  are a part of the  Plan  and the  amendment
                  affects the duties of the Trustee hereunder.

                           (b) No amendment to the Plan shall be effective if it
                  authorizes  or permits  any part of the Trust Fund (other than
                  such  part as is  required  to pay  taxes  and  administration
                  expenses) to be used for or diverted to any purpose other than
                  for  the  exclusive  benefit  of  the  Participants  or  their
                  Beneficiaries  or  estates;  or causes  any  reduction  in the
                  amount credited to the account of any  Participant;  or causes
                  or  permits  any  portion  of the  Trust  Fund to revert to or
                  become property of the Employer.

                           (c)  Except  as  permitted  by  Regulations,  no Plan
                  amendment or transaction having the effect of a Plan amendment
                  (such as a merger, plan transfer or similar transaction) shall
                  be  effective  to the  extent it  eliminates  or  reduces  any
                  "Section  411(d)(6)  protected  benefit"  or adds or  modifies
                  conditions  relating to "Section 411(d)(6) protected benefits"
                  the result of which is a further  restriction  on such benefit
                  unless such  protected  benefits are preserved with respect to
                  benefits  accrued  as of the  later  of the  adoption  date or
                  effective date of the amendment.  "Section 411(d)(6) protected
                  benefits" are benefits described in Code Section

                                                        75
411(d)(6)(A), early retirement benefits and retirement-type
                  subsidies, and optional forms of benefit.

7.2      TERMINATION

                           (a) The Employer  shall have the right at any time to
                  terminate   the  Plan  by   delivering   to  the  Trustee  and
                  Administrator  written  notice of such  termination.  Upon any
                  full or  partial  termination,  all  amounts  credited  to the
                  affected  Participants'  Combined  Accounts  shall become 100%
                  Vested as provided in Section 6.4 and shall not  thereafter be
                  subject to forfeiture,  and all  unallocated  amounts shall be
                  allocated to the accounts of all  Participants  in  accordance
                  with the provisions hereof.

                           (b)  Upon  the  full  termination  of the  Plan,  the
                  Employer  shall direct the  distribution  of the assets of the
                  Trust Fund to  Participants  in a manner  which is  consistent
                  with  and   satisfies   the   provisions   of   Section   6.5.
                  Distributions  to a  Participant  shall be made in cash or, to
                  the extent of any whole units of Employer  securities  held in
                  the Participant's account at the time of distribution,  in the
                  form of  Employer  securities,  or  through  the  purchase  of
                  irrevocable   nontransferable  deferred  commitments  from  an
                  insurer.  Except as permitted by Regulations,  the termination
                  of the Plan  shall not  result in the  reduction  of  "Section
                  411(d)(6)  protected  benefits"  in  accordance  with  Section
                  7.1(c).

7.3      MERGER OR CONSOLIDATION

                  This Plan may be merged or  consolidated  with,  or its assets
and/or  liabilities  may be  transferred to any other plan and trust only if the
benefits  which would be received by a Participant of this Plan, in the event of
a  termination  of  the  plan  immediately   after  such  transfer,   merger  or
consolidation,  are at least equal to the  benefits the  Participant  would have
received if the Plan had terminated  immediately before the transfer,  merger or
consolidation,  and such transfer,  merger or  consolidation  does not otherwise
result in the  elimination  or  reduction of any  "Section  411(d)(6)  protected
benefits" in accordance with Section 7.1(c).

                                                        76
7.4      LOANS TO PARTICIPANTS

                           (a) The  Trustee  may, in the  Trustee's  discretion,
                  make  loans  to  Participants  and  Beneficiaries   under  the
                  following circumstances:  (1) loans shall be made available to
                  all Participants and Beneficiaries on a reasonably  equivalent
                  basis;  (2)  loans  shall  not be  made  available  to  Highly
                  Compensated  Employees  in an amount  greater  than the amount
                  made available to other  Participants and  Beneficiaries;  (3)
                  loans  shall bear a  reasonable  rate of  interest;  (4) loans
                  shall  be  adequately  secured;  and  (5)  shall  provide  for
                  repayment over a reasonable period of time.

                           (b) Loans made  pursuant to this Section  (when added
                  to the outstanding balance of all other loans made by the Plan
                  to the Participant) shall be limited to the lesser of:

                           (1)  $50,000  reduced  by the  excess (if any) of the
                           highest outstanding balance of loans from the Plan to
                           the Participant  during the one year period ending on
                           the day  before  the date on which such loan is made,
                           over the  outstanding  balance of loans from the Plan
                           to the Participant on the date on which such loan was
                           made, or

                           (2)      one-half (1/2) of the present value of the
                           non-forfeitable accrued benefit of the Participant
                           under the Plan.

                                    For purposes of this limit, all plans of the
                  Employer shall be considered one plan.

                           (c) Loans shall provide for level  amortization  with
                  payments to be made not less  frequently than quarterly over a
                  period not to exceed  five (5) years.  However,  loans used to
                  acquire any dwelling unit which,  within a reasonable time, is
                  to be used  (determined  at the  time  the  loan is made) as a
                  principal  residence  of the  Participant  shall  provide  for
                  periodic  repayment over a reasonable  period of time that may
                  exceed five (5) years. For this purpose, a principal residence
                  has the same  meaning  as a  principal  residence  under  Code
                  Section 1034.  Loan  repayments  will be suspended  under this
                  Plan as permitted under Code Section 414(u)(4).

                           (d) Any loan made  pursuant to this Section where the
                  Vested interest of the Participant is used to secure such loan
                  shall require the written consent of the Participant's  spouse
                  in a manner  consistent with Section  6.5(a)(1).  Such written
                  consent must be obtained within the 90-day period prior to the
                  date the loan is made.  However,  no spousal  consent shall be
                  required  under this  paragraph if the total  accrued  benefit
                  subject to the security is not in excess of $5,000 ($3,500 for
                  Plan Years beginning prior to August 6, 1997).

                                                        77
(e)  Any  loans  granted  or  renewed  shall  be made
                  pursuant to a Participant  loan program.  The Participant loan
                  program is contained in Schedule 7.4, which is attached hereto
                  and hereby  incorporated  by reference  and made a part of the
                  Plan.

                                                   ARTICLE VIII
                                                     TOP HEAVY

8.1      TOP HEAVY PLAN REQUIREMENTS

                  For any Top  Heavy  Plan  Year,  the Plan  shall  provide  the
special  vesting  requirements of Code Section 416(b) pursuant to Section 6.4 of
the Plan and the special minimum allocation  requirements of Code Section 416(c)
pursuant to Section 4.4 of the Plan.

8.2      DETERMINATION OF TOP HEAVY STATUS

                           (a)      This Plan shall be a Top Heavy Plan for any
                  Plan Year in which, as of the Determination Date,

                           (1) the  Present  Value of  Accrued  Benefits  of Key
                           Employees and (2) the sum of the  Aggregate  Accounts
                           of Key Employees  under this Plan and all plans of an
                           Aggregation Group, exceeds sixty percent (60%) of the
                           Present  Value of Accrued  Benefits and the Aggregate
                           Accounts of all Key and Non- Key Employees under this
                           Plan and all plans of an Aggregation Group.

                                    If any Participant is a Non-Key Employee for
                  any Plan Year, but such Participant was a Key Employee for any
                  prior Plan Year, such  Participant's  Present Value of Accrued
                  Benefit and/or  Aggregate  Account  balance shall not be taken
                  into account for purposes of determining  whether this Plan is
                  a  Top  Heavy  or  Super  Top  Heavy  Plan  (or   whether  any
                  Aggregation  Group  which  includes  this  Plan is a Top Heavy
                  Group).  In addition,  if a Participant or Former  Participant
                  has not  performed  any services for any Employer  maintaining
                  the Plan at any time during the five year period ending on the
                  Determination  Date, any accrued benefit for such  Participant
                  or Former  Participant shall not be taken into account for the
                  purposes of  determining  whether  this Plan is a Top Heavy or
                  Super Top Heavy Plan.

                           (b) This Plan shall be a Super Top Heavy Plan for any
                  Plan  Year in  which,  as of the  Determination  Date  (1) the
                  Present Value of Accrued Benefits of Key Employees and (2) the
                  sum of the Aggregate Accounts of Key Employees under this Plan
                  and all plans of an Aggregation Group,  exceeds ninety percent
                  (90%)  of the  Present  Value  of  Accrued  Benefits  and  the
                  Aggregate  Accounts  of all Key and Non- Key  Employees  under
                  this Plan and all plans of an Aggregation Group.

                                                        78
(c)      Aggregate Account: A Participant's Aggregate
                  Account as of the Determination Date is the sum of:

                           (1) his Participant's  Combined Account balance as of
                           the most recent  valuation  occurring within a twelve
                           (12) month period ending on the Determination Date;

                           (2) an adjustment for any contributions due as of the
                           Determination  Date.  Such  adjustment  shall  be the
                           amount of any  contributions  actually made after the
                           Valuation Date but due on or before the Determination
                           Date,  except  for the  first  Plan  Year  when  such
                           adjustment  shall  also  reflect  the  amount  of any
                           contributions  made after the Determination Date that
                           are allocated as of a date in that first Plan Year.

                           (3) any Plan  distributions made within the Plan Year
                           that  includes the  Determination  Date or within the
                           four (4) preceding Plan Years.  However,  in the case
                           of  distributions  made after the Valuation  Date and
                           prior to the Determination  Date, such  distributions
                           are not  included  as  distributions  for  top  heavy
                           purposes  to the extent that such  distributions  are
                           already  included  in  the  Participant's   Aggregate
                           Account   balance   as   of   the   Valuation   Date.
                           Notwithstanding  anything herein to the contrary, all
                           distributions,   including   distributions   under  a
                           terminated  plan which if it had not been  terminated
                           would  have  been  required  to  be  included  in  an
                           Aggregation   Group,   will  be   counted.   Further,
                           distributions from the Plan (including the cash value
                           of  life  insurance   policies)  of  a  Participant's
                           account  balance because of death shall be treated as
                           a distribution for the purposes of this paragraph.

                           (4) any Employee contributions,  whether voluntary or
                           mandatory.   However,  amounts  attributable  to  tax
                           deductible qualified voluntary employee contributions
                           shall  not  be   considered  to  be  a  part  of  the
                           Participant's Aggregate Account balance.

                           (5)  with   respect  to   unrelated   rollovers   and
                           plan-to-plan transfers (ones which are both initiated
                           by the  Employee and made from a plan  maintained  by
                           one  employer  to  a  plan   maintained   by  another
                           employer),  if this Plan  provides  the  rollovers or
                           plan-to-plan transfers, it shall always consider such
                           rollovers or plan-to-plan transfers as a distribution
                           for the purposes of this Section. If this Plan is the
                           plan  accepting   such   rollovers  or   plan-to-plan
                           transfers,  it shall not consider  such  rollovers or
                           plan-to-plan  transfers as part of the  Participant's
                           Aggregate Account balance.

                           (6)      with respect to related rollovers and
                           plan-to-plan transfers (ones either not initiated by
                           the Employee or made to a plan maintained by the same

                                                        79
employer),  if this Plan  provides  the  rollover  or
                           plan-to-plan  transfer,  it shall not be counted as a
                           distribution  for purposes of this  Section.  If this
                           Plan  is  the  plan   accepting   such   rollover  or
                           plan-to-plan   transfer,   it  shall   consider  such
                           rollover  or  plan-to-plan  transfer  as  part of the
                           Participant's Aggregate Account balance, irrespective
                           of the date on which such  rollover or plan-to-  plan
                           transfer is accepted.

                           (7) For  the  purposes  of  determining  whether  two
                           employers  are to be treated as the same  employer in
                           (5) and (6) above,  all  employers  aggregated  under
                           Code Section 414(b),  (c), (m) and (o) are treated as
                           the same employer.

                           (d)      "Aggregation Group" means either a Required
                  Aggregation Group or a Permissive Aggregation Group as
                  hereinafter determined.

                           (1) Required  Aggregation  Group:  In  determining  a
                           Required  Aggregation  Group hereunder,  each plan of
                           the Employer in which a Key Employee is a participant
                           in the Plan Year containing the Determination Date or
                           any of the four preceding Plan Years,  and each other
                           plan of the Employer  which enables any plan in which
                           a Key Employee  participates to meet the requirements
                           of Code  Sections  401(a)(4) or 410, will be required
                           to be  aggregated.  Such  group  shall  be known as a
                           Required Aggregation Group.

                           In the case of a  Required  Aggregation  Group,  each
                           plan in the group will be considered a Top Heavy Plan
                           if the  Required  Aggregation  Group  is a Top  Heavy
                           Group. No plan in the Required Aggregation Group will
                           be  considered  a Top  Heavy  Plan  if  the  Required
                           Aggregation Group is not a Top Heavy Group.

                           (2) Permissive  Aggregation  Group:  The Employer may
                           also  include  any  other  plan  not  required  to be
                           included in the Required Aggregation Group,  provided
                           the resulting group, taken as a whole, would continue
                           to satisfy the provisions of Code Sections  401(a)(4)
                           and 410.  Such group  shall be known as a  Permissive
                           Aggregation Group.

                           In the case of a Permissive Aggregation Group, only a
                           plan that is part of the Required  Aggregation  Group
                           will be considered a Top Heavy Plan if the Permissive
                           Aggregation  Group is a Top Heavy  Group.  No plan in
                           the Permissive Aggregation Group will be considered a
                           Top Heavy Plan if the Permissive Aggregation Group is
                           not a Top Heavy Group.

                           (3) Only  those  plans of the  Employer  in which the
                           Determination  Dates fall  within  the same  calendar
                           year  shall  be  aggregated  in  order  to  determine
                           whether such plans are Top Heavy Plans.

                                                        80
(4) An Aggregation Group shall include any terminated
                           plan of the Employer if it was maintained  within the
                           last five (5) years ending on the Determination Date.

                           (e)  "Determination  Date"  means (a) the last day of
                  the preceding  Plan Year, or (b) in the case of the first Plan
                  Year, the last day of such Plan Year.

                           (f) Present Value of Accrued Benefit:  In the case of
                  a defined  benefit plan, the Present Value of Accrued  Benefit
                  for a  Participant  other  than a Key  Employee,  shall  be as
                  determined  using the single accrual method used for all plans
                  of the Employer and Affiliated Employers, or if no such single
                  method  exists,  using a  method  which  results  in  benefits
                  accruing  not more  rapidly  than  the  slowest  accrual  rate
                  permitted under Code Section  411(b)(1)(C).  The determination
                  of the Present Value of Accrued Benefit shall be determined as
                  of the most recent  Valuation  Date that falls  within or ends
                  with the  12-month  period  ending on the  Determination  Date
                  except as  provided in Code  Section  416 and the  Regulations
                  thereunder  for the first and  second  plan years of a defined
                  benefit plan.

                           (g)      "Top Heavy Group" means an Aggregation Group
                  in which, as of the Determination Date, the sum of:

                           (1)      the Present Value of Accrued Benefits of Key
                  Employees under all defined benefit plans included in the
                  group, and

                           (2) the Aggregate Accounts of Key Employees under all
                           defined  contribution  plans  included  in the group,
                           exceeds   sixty   percent  (60%)  of  a  similar  sum
                           determined for all Participants.

                                                    ARTICLE IX
                                                   MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS

                  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 him as a Participant of this Plan.

                                                        81
9.2      ALIENATION

                           (a)  Subject to the  exceptions  provided  below,  no
                  benefit  which  shall be payable  out of the Trust Fund to any
                  person  (including a Participant or his Beneficiary)  shall be
                  subject  in any  manner  to  anticipation,  alienation,  sale,
                  transfer,  assignment, pledge, encumbrance, or charge, and any
                  attempt  to  anticipate,  alienate,  sell,  transfer,  assign,
                  pledge,  encumber,  or charge the same  shall be void;  and no
                  such benefit shall in any manner be liable for, or subject to,
                  the debts, contracts,  liabilities,  engagements,  or torts of
                  any such  person,  nor shall it be  subject to  attachment  or
                  legal  process for or against such person,  and the same shall
                  not be recognized by the Trustee, except to such extent as may
                  be required by law.

                           (b) This  provision  shall not apply to the  extent a
                  Participant  or  Beneficiary  is  indebted  to the Plan,  as a
                  result of a loan from the Plan. At the time a distribution  is
                  to be made to or for a Participant's or Beneficiary's benefit,
                  such proportion of the amount  distributed as shall equal such
                  loan indebtedness  shall be paid by the Trustee to the Trustee
                  or the  Administrator,  at the direction of the Administrator,
                  to apply against or discharge such loan indebtedness. Prior to
                  making a payment, however, the Participant or Beneficiary must
                  be given written  notice by the  Administrator  that such loan
                  indebtedness  is to be so  paid in  whole  or  part  from  his
                  Participant's   Combined   Account.   If  the  Participant  or
                  Beneficiary  does not agree  that the loan  indebtedness  is a
                  valid claim against his Vested Participant's Combined Account,
                  he shall be entitled to a review of the  validity of the claim
                  in  accordance  with  procedures  provided in Sections 2.7 and
                  2.8.

                           (c) This  provision  shall not apply to a  "qualified
                  domestic  relations order" defined in Code Section 414(p), and
                  those  other  domestic  relations  orders  permitted  to be so
                  treated  by the  Administrator  under  the  provisions  of the
                  Retirement  Equity  Act  of  1984.  The  Administrator   shall
                  establish  a written  procedure  to  determine  the  qualified
                  status  of  domestic   relations   orders  and  to  administer
                  distributions  under such qualified  orders.  Further,  to the
                  extent provided under a "qualified  domestic relations order,"
                  a former  spouse  of a  Participant  shall be  treated  as the
                  spouse or surviving spouse for all purposes under the Plan.

                           (d) This provision  shall not apply to an offset to a
                  Participant's  accrued  benefit  against  an  amount  that the
                  Participant  is  ordered  or  required  to pay the  Plan  with
                  respect  to  a  judgment,   order,  or  decree  issued,  or  a
                  settlement  entered  into,  on or after  August  5,  1997,  in
                  accordance with Code Sections 401(a)(13)(C) and (D). In a case
                  in which the  survivor  annuity  requirements  of Code Section
                  401(a)(11) apply with respect to  distributions  from the Plan
                  to the  Participant,  if the  Participant  has a spouse at the
                  time at which the offset is to be made:

                                                        82
(1) either  such spouse has  consented  in writing to
                           such offset and such consent is witnessed by a notary
                           public (or it is established to the satisfaction of a
                           Plan  representative  that  such  consent  may not be
                           obtained by reason of circumstances described in Code
                           Section  417(a)(2)(B)),  or an  election to waive the
                           right of the spouse to either a  qualified  joint and
                           survivor   annuity  or  a  qualified   pre-retirement
                           survivor  annuity is in effect in accordance with the
                           requirements of Code Section 417(a),

                           (2)  such  spouse  is  ordered  or  required  in such
                           judgment,  order,  decree  or  settlement  to  pay an
                           amount to the Plan in connection  with a violation of
                           fiduciary duties, or

                           (3) in such  judgment,  order,  decree or settlement,
                           such spouse retains the right to receive the survivor
                           annuity under a qualified joint and survivor  annuity
                           provided  pursuant to Code  Section  401(a)(11)(A)(i)
                           and under a qualified pre-retirement survivor annuity
                           provided pursuant to Code Section 401(a)(11)(A)(ii).

9.3      CONSTRUCTION OF PLAN

                  This Plan shall be construed and enforced according to the Act
and the laws of the Commonwealth of Pennsylvania, other than its laws respecting
choice of law, to the extent not preempted by the Act.

9.4      GENDER AND NUMBER

                  Wherever any words are used herein in the masculine,  feminine
or neuter  gender,  they  shall be  construed  as though  they were also used in
another  gender in all cases where they would so apply,  and  whenever any words
are used  herein in the  singular or plural  form,  they shall be  construed  as
though  they were also used in the other  form in all cases  where they would so
apply.

9.5      LEGAL ACTION

                  In the  event  any  claim,  suit,  or  proceeding  is  brought
regarding the Trust and/or Plan established  hereunder to which the Trustee, the
Employer  or  the  Administrator  may be a  party,  and  such  claim,  suit,  or
proceeding   is  resolved  in  favor  of  the  Trustee,   the  Employer  or  the
Administrator,  they shall be entitled to be reimbursed  from the Trust Fund for
any and all  costs,  attorney's  fees,  and other  expenses  pertaining  thereto
incurred by them for which they shall have become liable.

9.6      PROHIBITION AGAINST DIVERSION OF FUNDS

                           (a)      Except as provided below and otherwise
                  specifically permitted by law, it shall be impossible by
                  operation of the Plan or of the Trust, by termination of

                                                        83
either, by power of revocation or amendment,  by the happening
                  of any contingency,  by collateral arrangement or by any other
                  means,  for any part of the corpus or income of any trust fund
                  maintained  pursuant  to the  Plan  or any  funds  contributed
                  thereto to be used for, or diverted  to,  purposes  other than
                  the exclusive benefit of Participants,  Retired  Participants,
                  or their Beneficiaries.

                           (b) In the event the Employer shall make an excessive
                  contribution  under a mistake of fact  pursuant to Act Section
                  403(c)(2)(A),  the  Employer  may  demand  repayment  of  such
                  excessive  contribution  at  any  time  within  one  (1)  year
                  following  the time of payment and the  Trustees  shall return
                  such amount to the  Employer  within the one (1) year  period.
                  Earnings of the Plan attributable to the excess  contributions
                  may  not  be   returned  to  the   Employer   but  any  losses
                  attributable thereto must reduce the amount so returned.

9.7      BONDING

                  Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the  amount  of the funds  such  Fiduciary  handles;  provided,
however,  that the minimum bond shall be $1,000 and the maximum bond,  $500,000.
The amount of funds  handled  shall be  determined at the beginning of each Plan
Year by the  amount  of funds  handled  by such  person,  group,  or class to be
covered and their  predecessors,  if any,  during the preceding Plan Year, or if
there is no preceding  Plan Year,  then by the amount of the funds to be handled
during the then current  year.  The bond shall  provide  protection  to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act  Section  412(a)(2)),  and the bond  shall be in a form
approved by the Secretary of Labor.  Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

                  Neither the Employer, the Administrator,  nor the Trustee, nor
their  successors  shall be responsible  for the validity of any Contract issued
hereunder  or for the  failure  on the  part  of the  insurer  to make  payments
provided by any such  Contract,  or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

9.9      INSURER'S PROTECTIVE CLAUSE

                  Any insurer who shall issue Contracts hereunder shall not have
any responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan.  The insurer  shall be  protected  and held  harmless in acting in
accordance with any written direction of the Trustee,  and shall have no duty to
see to the  application  of any funds paid to the  Trustee,  nor be  required to
question any actions  directed by the Trustee.  Regardless  of any  provision of
this Plan, the insurer shall not be required

                                                        84
to take or permit any action or allow any benefit or  privilege  contrary to the
terms of any Contract which it issues hereunder, or the rules of the insurer.

9.10     RECEIPT AND RELEASE FOR PAYMENTS

                  Any  payment  to any  Participant,  his legal  representative,
Beneficiary,  or to any guardian or committee  appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan,  shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.

9.11     ACTION BY THE EMPLOYER

                  Whenever the Employer under the terms of the Plan is permitted
or required  to do or perform  any act or matter or thing,  it shall be done and
performed by a person duly authorized by its legally constituted authority.

9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

                  The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the  Administrator  and (3) the Trustee.  The named  Fiduciaries shall have only
those  specific  powers,  duties,  responsibilities,   and  obligations  as  are
specifically  given them under the Plan or as  accepted  by or  assigned to them
pursuant to any procedure provided under the Plan,  including but not limited to
any  agreement  allocating or delegating  their  responsibilities,  the terms of
which are  incorporated  herein  by  reference.  In  general,  unless  otherwise
indicated  herein or pursuant to such  agreements,  the Employer  shall have the
duties specified in Article II hereof, as the same may be allocated or delegated
thereunder,  including  but not  limited  to the  responsibility  for making the
contributions  provided for under  Section 4.1; and shall have the  authority to
appoint and remove the Trustee and the  Administrator;  to formulate  the Plan's
"funding policy and method"; and to amend or terminate, in whole or in part, the
Plan. The Administrator  shall have the responsibility for the administration of
the Plan,  including but not limited to the items specified in Article II of the
Plan, as the same may be allocated or delegated  thereunder.  The  Administrator
shall  act as  the  named  Fiduciary  responsible  for  communicating  with  the
Participant according to the Participant Direction Procedures. The Trustee shall
have the  responsibility  of management and control of the assets held under the
Trust,  except to the extent directed  pursuant to Article II or with respect to
those  assets,  the  management  of which  has been  assigned  to an  Investment
Manager,  who shall be  solely  responsible  for the  management  of the  assets
assigned to it, all as specifically  provided in the Plan and any agreement with
the  Trustee.   Each  named  Fiduciary   warrants  that  any  directions  given,
information  furnished,  or action taken by it shall be in  accordance  with the
provisions of the Plan, authorizing or providing for such direction, information
or action.  Furthermore,  each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not  required  under the Plan to inquire  into the  propriety of any such
direction, information or

                                                        85
action.  It is  intended  under  the Plan  that each  named  Fiduciary  shall be
responsible for the proper exercise of its own powers, duties,  responsibilities
and  obligations  under the Plan as  specified  or  allocated  herein.  No named
Fiduciary shall  guarantee the Trust Fund in any manner against  investment loss
or depreciation  in asset value.  Any person or group may serve in more than one
Fiduciary capacity. In the furtherance of their responsibilities  hereunder, the
"named  Fiduciaries"  shall be empowered to interpret  the Plan and Trust and to
resolve  ambiguities,  inconsistencies  and  omissions,  which findings shall be
binding, final and conclusive.

9.13     HEADINGS

                  The headings and  subheadings  of this Plan have been inserted
for  convenience of reference and are to be ignored in any  construction  of the
provisions hereof.

9.14     APPROVAL BY INTERNAL REVENUE SERVICE

                           (a) Notwithstanding  anything herein to the contrary,
                  contributions  to this Plan are  conditioned  upon the initial
                  qualification  of the Plan under Code Section 401. If the Plan
                  receives an adverse  determination with respect to its initial
                  qualification,  then the Plan may return such contributions to
                  the  Employer  within  one  year  after  such   determination,
                  provided the application for the  determination is made by the
                  time  prescribed by law for filing the  Employer's  return for
                  the taxable year in which the Plan was adopted,  or such later
                  date as the Secretary of the Treasury may prescribe.

                           (b)  Notwithstanding  any provisions to the contrary,
                  except Sections 3.5, 3.6, and 4.1(f),  any contribution by the
                  Employer   to  the  Trust   Fund  is   conditioned   upon  the
                  deductibility  of the  contribution  by the Employer under the
                  Code and, to the extent any such deduction is disallowed,  the
                  Employer may,  within one (1) year following the  disallowance
                  of  the  deduction,   demand   repayment  of  such  disallowed
                  contribution  and the Trustee  shall return such  contribution
                  within one (1) year  following the  disallowance.  Earnings of
                  the Plan  attributable to the excess  contribution  may not be
                  returned to the Employer,  but any losses attributable thereto
                  must reduce the amount so returned.

9.15     UNIFORMITY

                  All provisions of this Plan shall be  interpreted  and applied
in a uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract  purchased  hereunder,  the Plan  provisions
shall control.

                                                        86
ARTICLE X
                                              PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS

                  Notwithstanding  anything  herein  to the  contrary,  with the
consent of the Employer and Trustee, any other corporation or entity, whether an
affiliate or  subsidiary  or not, may adopt this Plan and all of the  provisions
hereof,  and participate herein and be known as a Participating  Employer,  by a
properly executed document evidencing said intent and will of such Participating
Employer. A list of Participating Employers is attached hereto as Schedule 10.1.

10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS

                           (a)      Each such Participating Employer shall be
                  required to use the same Trustee as provided in this Plan.

                           (b) The Trustee  may,  but shall not be required  to,
                  commingle, hold and invest as one Trust Fund all contributions
                  made by  Participating  Employers,  as well as all  increments
                  thereof.  However, the assets of the Plan shall, on an ongoing
                  basis,  he available to pay benefits to all  Participants  and
                  Beneficiaries under the Plan without regard to the Employer or
                  Participating Employer who contributed such assets.

                           (c) The  transfer  of any  Participant  from or to an
                  Employer participating in this Plan, whether he be an Employee
                  of the Employer or a Participating Employer,  shall not affect
                  such  Participant's  rights  under the Plan,  and all  amounts
                  credited to such Participant's Combined Account as well as his
                  accumulated  service time with the transferor or  predecessor,
                  and his length of participation in the Plan, shall continue to
                  his credit.

                           (d) All rights and values forfeited by termination of
                  employment shall inure only to the benefit of the Participants
                  of  the  Employer  or  Participating  Employer  by  which  the
                  forfeiting Participant was employed.

                           (e) Any expenses of the Trust which are to be paid by
                  the  Employer or borne by the Trust Fund shall be paid by each
                  Participating  Employer in the same  proportion that the total
                  amount standing to the credit of all Participants  employed by
                  such Employer bears to the total standing to the credit of all
                  Participants.

10.3     DESIGNATION OF AGENT

                  Each  Participating  Employer shall be deemed to be a party to
this Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose

                                                        87
of this Plan,  each  Participating  Employer shall be deemed to have  designated
irrevocably  the  Employer as its agent.  Unless the context of the Plan clearly
indicates  the  contrary,  the word  "Employer"  shall be deemed to include each
Participating Employer as related to its adoption of the Plan.

10.4     EMPLOYEE TRANSFERS

                  It is anticipated that an Employee may be transferred  between
Participating  Employers,  and in the event of any such  transfer,  the Employee
involved shall carry with him his accumulated  service and eligibility.  No such
transfer   shall  effect  a  termination  of  employment   hereunder,   and  the
Participating  Employer to which the  Employee is  transferred  shall  thereupon
become  obligated  hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

10.5     PARTICIPATING EMPLOYER CONTRIBUTION

                  All  discretionary   contributions  made  by  a  Participating
Employer  under  Section  4.1(e),   shall  be  determined   separately  by  each
Participating  Employer,  and shall be  allocated  only  among the  Participants
eligible  to  share  of  the  Employer  or  Participating  Employer  making  the
contribution.  On the basis of the information  furnished by the  Administrator,
the Trustee shall keep separate books and records concerning the affairs of each
Participating  Employer  hereunder  and as to the  accounts  and  credits of the
Employees  of each  Participating  Employer.  The  Trustee  may,  but need  not,
register Contracts so as to evidence that a particular Participating Employer is
the interested Employer hereunder, but in the event of an Employee transfer from
one Participating  Employer to another, the employing Employer shall immediately
notify the Trustee thereof.

10.6     AMENDMENT

                  Mylan  Laboratories  Inc.  may  amend  this  Plan at any time,
including any time when there shall be a Participating Employer hereunder,  with
the consent of the Trustee  where such consent is necessary in  accordance  with
the  terms  of this  Plan.  No  consent  of a  Participating  Employer  shall be
required.

10.7     DISCONTINUANCE OF PARTICIPATION

                  Any  Participating  Employer shall be permitted to discontinue
or revoke its participation in the Plan. At the time of any such  discontinuance
or revocation,  satisfactory  evidence thereof and of any applicable  conditions
imposed  shall  be  delivered  to the  Trustee.  The  Trustee  shall  thereafter
transfer,  deliver and assign Contracts and other Trust Fund assets allocable to
the  Participants  of such  Participating  Employer to such new Trustee as shall
have been designated by such  Participating  Employer,  in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6) protected benefits" in accordance with Section 7.1(c). If no

                                                        88
successor is designated,  the Trustee shall retain such assets for the Employees
of said  Participating  Employer  pursuant to the provisions of the Trust. In no
such event  shall any part of the corpus or income of the Trust as it relates to
such  Participating  Employer be used for or diverted to purposes other than for
the exclusive benefit of the Employees of such Participating Employer.

10.8     ADMINISTRATOR'S AUTHORITY

                  The  Administrator  shall have  authority  to make any and all
necessary rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

                  IN WITNESS  WHEREOF,  this Plan has been  executed the day and
year first above written.

                                  Mylan Laboratories Inc.

                                  By       _____________________________

                                  ATTEST   ___________________________

                                                        89
SCHEDULE 6.2

                                     PROTECTED OPTIONAL FORMS OF DEATH BENEFIT

         Notwithstanding  Plan  Section  6.02,   Participants  who  had  account
balances under certain other qualified plans which were merged with and into, or
transferred (other than by a direct or indirect rollover transfer) to, this Plan
have modified distribution rights applicable to accrued benefits attributable to
the merged or transferred account as provided under this Schedule.

         This Schedule applies to the following Participant's.

         A Participant  who had an account under the former Bertek,  Inc. Profit
         Sharing 401(k) Plan, last maintained by Mylan  Technologies Inc., which
         account  was merged  with and into,  or  transferred  (other  than by a
         direct or indirect  rollover  transfer) to, this Plan on April 1, 2000.
         That portion of such a Participant's  Combined Account  attributable to
         the Bertek, Inc. Profit Sharing 401(k) Plan is herein called the "Mylan
         Technologies Account."

         A  Participant  who had an account  under the former UDL  Laboratories,
         Inc. 401(k) & Profit Sharing Plan, last maintained by UDL Laboratories,
         Inc.,  an Illinois  corporation  with  facilities  in  Illinois,  which
         account  was merged  with and into,  or  transferred  (other  than by a
         direct or indirect  rollover  transfer) to, this Plan on April 1, 2000.
         That portion of such a Participant's  Combined Account  attributable to
         the UDL  Laboratories,  Inc.  401(k) & Profit  Sharing  Plan is  herein
         called the "UDL Account."

         A   Participant   who  had  an   account   under  the   former   Bertek
         Pharmaceuticals  Inc. 401(k) Savings Plan and Trust, last maintained by
         Bertek  Pharmaceuticals  Inc.,  a Texas  corporation  and having  Texas
         facilities,  which  account  was merged with and into,  or  transferred
         (other than by a direct or indirect rollover transfer) to, this Plan on
         April 1, 2000.  That portion of such a Participant's  Combined  Account
         attributable to the Bertek Pharmaceuticals Inc. 401(k) Savings Plan and
         Trust is herein called the "Bertek Account."

         Collectively,  each Mylan Technologies Account, UDL Account, and Bertek
Account is called a "Merged Account."

         This Schedule applies only to a Participant's Merged Account. Except as
modified under this Schedule, the Plan shall control.

A.       DETERMINATION OF BENEFITS UPON DEATH

                  (1) Upon the death of a Participant before his Retirement Date
         or other  termination of his  employment,  all amounts  credited to the
         Participant's   Merged   Account   shall  become  fully   Vested.   The
         Administrator shall direct the Trustee, in accordance with

                                                        90
the  provisions of Schedule 6.5 and Plan Section 6.7, to distribute the
         value  of the  deceased  Participant's  accounts  to the  Participant's
         Beneficiary.

                  (2) Upon the death of a Former Participant,  the Administrator
         shall direct the Trustee, in accordance with the provisions of Schedule
         6.5 and Plan Section 6.7, to distribute  any remaining  Vested  amounts
         credited to the accounts of a deceased Former Participant to the Former
         Participant's Beneficiary.

                  (3) The  Administrator  may require  proper proof of death and
         evidence of the right of any person to receive  payment of the value of
         the  account of a deceased  Participant  or Former  Participant  as the
         Administrator may deem desirable. The Administrator's  determination of
         death  and of the  right of any  person  to  receive  payment  shall be
         conclusive.

                  (4) The Beneficiary of the death benefit  payable  pursuant to
         this Section shall be the Participant's  spouse.  Except,  however, the
         Participant may designate a Beneficiary other than his spouse if:

                           (a)      the spouse has waived the right to be the
                  Participant's Beneficiary, or

                           (b) the Participant is legally  separated or has been
                  abandoned   (within   the   meaning  of  local  law)  and  the
                  Participant  has a court order to that effect (and there is no
                  "qualified  domestic  relations  order"  as  defined  in  Code
                  Section 414(p) which provides otherwise), or

                           (c)      the Participant has no spouse, or

                           (d)      the spouse cannot be located.

                           In that event, the designation of a Beneficiary shall
         be made on a form satisfactory to the Administrator.  A Participant may
         at any time  revoke  his  designation  of a  Beneficiary  or change his
         Beneficiary  by filing  written notice of revocation or change with the
         Administrator.  However, the Participant's spouse must again consent in
         writing  to any  change in  Beneficiary  unless  the  original  consent
         acknowledged  that the spouse had the right to limit  consent only to a
         specific  Beneficiary  and  that  the  spouse  voluntarily  elected  to
         relinquish that right. In the event no valid designation of Beneficiary
         exists at the time of the Participant's  death, the death benefit shall
         be payable to his estate.

                  (5) Any  consent  by the  Participant's  spouse  to waive  any
         rights to the death benefit must be in writing,  must  acknowledge  the
         effect of such waiver,  and be witnessed by a notary  public.  Further,
         the  spouse's  consent must be  irrevocable  and must  acknowledge  the
         specific nonspouse Beneficiary.

                                                        91
(6) Any  security  interest  held by the Plan by  reason of an
         outstanding  loan to the  Participant  or Former  Participant  shall be
         taken into  account  in  determining  the  amount of the  Participant's
         benefit from the Merged Account to the extent not taken into account in
         determining any other portion of the Participant's benefit.

                  (7) Unless  otherwise  elected by the  Participant,  including
         consent  of the  Participant's  spouse  in  the  manner  prescribed  in
         Schedule 6.5 , the  Participant's  spouse shall receive a death benefit
         equal to the Participant's Merged Account.

B.       DISTRIBUTION OF BENEFITS UPON DEATH

                  (1) The death benefit payable pursuant to Plan Section 6.2 and
         this Schedule 6.2 shall be paid to the Participant's Beneficiary within
         a reasonable time after the Participant's death by one of the following
         methods, as elected by the Participant (or if no election has been made
         prior to the Participant's death, by his Beneficiary) subject, however,
         to the rules  specified in Schedule 6.5,  including  Plan Sections 6.5,
         6.6(g) and 6.6(h):

                           (a) One lump-sum payment in cash or, to the extent of
                  any  whole   units  of   Employer   securities   held  in  the
                  Participant's account at the time of distribution, in the form
                  of Employer securities.

                           (b) Payment in monthly,  quarterly,  semi-annual,  or
                  annual cash installments over a period to be determined by the
                  Participant or his  Beneficiary.  After periodic  installments
                  commence,  the Beneficiary  shall have the right to direct the
                  Trustee  to  reduce  the  period   over  which  the   periodic
                  installments  shall be made,  and the Trustee shall adjust the
                  cash amount of the periodic installments accordingly.

                           (c) Purchase of or providing an annuity. However, the
                  annuity may not be in a form that will  provide  for  payments
                  over a period  extending  beyond  the  life of the  designated
                  Beneficiary.

                                                        92
SCHEDULE 6.5

                                             DISTRIBUTION OF BENEFITS

         Notwithstanding  Plan  Section  6.05,   Participants  who  had  account
balances under certain other qualified plans which were merged with and into, or
transferred (other than by a direct or indirect rollover transfer) to, this Plan
have modified distribution rights applicable to accrued benefits attributable to
the merged or transferred account as provided under this Schedule.

         This Schedule applies to the following Participant's.

         A Participant  who had an account under the former Bertek,  Inc. Profit
         Sharing 401(k) Plan, last maintained by Mylan  Technologies Inc., which
         account  was merged  with and into,  or  transferred  (other  than by a
         direct or indirect  rollover  transfer) to, this Plan on April 1, 2000.
         That portion of such a Participant's  Combined Account  attributable to
         the Bertek, Inc. Profit Sharing 401(k) Plan is herein called the "Mylan
         Technologies Account."

         A  Participant  who had an account  under the former UDL  Laboratories,
         Inc. 401(k) & Profit Sharing Plan, last maintained by UDL Laboratories,
         Inc.,  an Illinois  corporation  with  facilities  in  Illinois,  which
         account  was merged  with and into,  or  transferred  (other  than by a
         direct or indirect  rollover  transfer) to, this Plan on April 1, 2000.
         That portion of such a Participant's  Combined Account  attributable to
         the UDL  Laboratories,  Inc.  401(k) & Profit  Sharing  Plan is  herein
         called the "UDL Account."

         A   Participant   who  had  an   account   under  the   former   Bertek
         Pharmaceuticals  Inc. 401(k) Savings Plan and Trust, last maintained by
         Bertek  Pharmaceuticals  Inc.,  a Texas  corporation  and having  Texas
         facilities,  which  account  was merged with and into,  or  transferred
         (other than by a direct or indirect rollover transfer) to, this Plan on
         April 1, 2000.  That portion of such a Participant's  Combined  Account
         attributable to the Bertek Pharmaceuticals Inc. 401(k) Savings Plan and
         Trust is herein called the "Bertek Account."

         Collectively,  each Mylan Technologies Account, UDL Account, and Bertek
Account is called a "Merged Account."

         This  Schedule  applies only to a  Participant's  Merged  Account.  The
normal form of payment of that portion of a Participant's benefit is a lump sum.
Except as  modified  under  this  Schedule,  Plan  Section  6.5  shall  control,
excluding  provisions related to a life annuity or joint and survivor annuity as
a normal form of benefit.

                  (1)  The  Administrator,  pursuant  to  the  election  of  the
         Participant, shall direct the Trustee to distribute to a Participant or
         his  Beneficiary  any amount to which he is entitled  under the Plan in
         one or more of the following methods:

                                                        93
(a) One lump-sum payment in cash or, to the extent of
                  any  whole   units  of   Employer   securities   held  in  the
                  Participant's account at the time of distribution, in the form
                  of Employer securities.

                           (b)  Payments  over  a  period  certain  in  monthly,
                  quarterly,  semiannual, or annual cash installments.  In order
                  to provide the installment payments, the Administrator may (i)
                  segregate  the  aggregate   amount   thereof  in  a  separate,
                  federally insured savings account, certificate of deposit in a
                  bank or savings and loan association, money market certificate
                  or  other  liquid  short-term  security  or  (ii)  purchase  a
                  nontransferable  annuity  contract for a term certain (with no
                  life contingencies) providing for the payment. The period over
                  which the  payment is to be made  shall not extend  beyond the
                  Participant's  life  expectancy (or the life expectancy of the
                  Participant and his designated Beneficiary).

                           (c)  Purchase of or  providing  one of the  following
                  forms of annuity: life annuity for the life of the Participant
                  (or  the  lives  of  the   Participant   and  his   designated
                  Beneficiary),  annuity for the life of the Participant (or the
                  lives of the Participant and his designated  Beneficiary) with
                  a full refund of the excess,  if any, of the annuity  purchase
                  amount over the annuity  payments made, and an annuity payable
                  for  the  life  of  the  Participant  (or  the  lives  of  the
                  Participant and his designated  Beneficiary)  with a guarantee
                  of payments for a 10 year term.  However,  the annuity may not
                  be in any form that will  provide for  payments  over a period
                  extending  beyond either the life of the  Participant  (or the
                  lives of the  Participant  and his designated  Beneficiary) or
                  the life expectancy of the Participant (or the life expectancy
                  of the  Participant  and  his  designated  Beneficiary).  If a
                  married  participant  elects a life  annuity  form of  payment
                  under  this  provision,   that  election  is  subject  to  the
                  provisions  of Plan  Section  6.5(a)(2)  regarding  notice and
                  spouse's waiver of the joint and survivor annuity.

                                                        94
SCHEDULE 7.4

                                             PARTICIPANT LOAN PROGRAM

(1)      American Express Trust Company, as Trustee, is authorized to administer
         the Participant Loan Program

(2)      A Participant  may apply for a loan by contacting  Mylan Profit Sharing
         401(k)  Services at  1-877-585-4015  or by logging on to the Web sit at
         www.americanexpress.com401(k).  Necessary  loan  request  forms will be
         provided.  Loans are  available  only to  address  immediate  and heavy
         financial needs as described in the Plan,  including the acquisition of
         the Participant's  principal residence.  A Participant must provide the
         following documentation with the loan request:

                  Principal Residence Loan.  Copy of signed purchase agreement
                  for the Participant's primary residence.

                  Other Hardship Loan. Evidence of hardship, including copies of
                  (i) medical  bills,  (ii)  eviction  notice,  or (iii) tuition
                  bills that are due for the next 12 months.

         There is a $50 fee for each  loan.  The fee will be  deducted  from the
proceeds of the loan.

         If  the  Participant  is  married,  and  the  Vested  interest  of  the
         Participant  is used to secure  the loan,  the loan shall  require  the
         written consent of the Participant's spouse in a manner consistent with
         Section  6.5(a)(1)  of the Plan.  The written  consent must be obtained
         within the 90-day  period prior to the date the loan is made.  However,
         no spousal  consent shall be required under this paragraph if the total
         accrued  benefit  subject  to the  security  is not in excess of $5,000
         ($3,500  for Plan  Years  beginning  prior to August 6,  1997).  If the
         Participant is married,  the Participant's spouse must sign a notarized
         form  agreeing  to the loan and  acknowledging  the  effect of the loan
         regarding future spousal benefits.

(3)      Loans  shall  be  made  available  to  all  active  Participants  on  a
         reasonably  equivalent basis.  Certain  employees  identified as having
         potential access information implicating securities laws, however, will
         be  notified by the  Employer  and will be subject to  additional  loan
         restrictions which will be provided when the Participant applies. Loans
         shall not be made  available  to  Highly  Compensated  Employees  in an
         amount  greater than the amount made  available to other  Participants.
         Unless additional  restrictions  apply, loans generally will be limited
         to the maximum  permitted  under section 7.4 of the Plan.  That section
         provides that loans (when added to the outstanding balance of all other
         loans  made by the Plan to the  Participant)  shall be  limited  to the
         lesser of:

                  (i)      $50,000 reduced by the excess (if any) of the highest
                  outstanding balance of loans from the Plan to the Participant
                  during the one year period ending on the day

                                                        95
before  the  date  on  which  such  loan  is  made,  over  the
                  outstanding  balance of loans from the Plan to the Participant
                  on the date on which such loan was made, or

                  (ii)     one-half (1/2) of the present value of the
                  non-forfeitable accrued benefit of the Participant under the
                  Plan.

         If a Participant requests the maximum amount available,  market changes
         may cause the available amount to change, up or down, from the time the
         request is sent until it is received and processed.

         For  purposes  of this  limit,  all  plans  of the  Employer  shall  be
         considered one plan. Loans must be for a minimum of $1,000.

         Only active employees will be permitted to obtain a loan from the Plan.

(4)      Loans shall bear a reasonable rate of interest.  The reasonable rate of
         interest,  determined  at the  time of the  loan,  will be equal to the
         prime rate plus 1% as stated in the Wall Street Journal,  determined as
         of the  first  business  day of the  month  during  which  the  loan is
         requested.  The rate may be adjusted for the then current  monthly rate
         if there is a greater than 30 day interval between the request for loan
         forms and the submittal of the loan request  forms to American  Express
         Trust Company.

(5)      Loans shall be adequately secured.  All loans will be secured solely by
         50% of the Participant's vested account balance.

(6)      A Participant's loans must be repaid upon the Participant's termination
         of  employment  for  any  reason  including  the  Participant's  death,
         retirement  or  disability.  A loan will be deemed in default  when the
         Participant fails to repay an installment when due. Loan repayments may
         stop, however, for up to 12 months while a Participant is on a leave of
         absence. A Participant must make arrangements to bring the loan current
         upon a return to work. The outstanding loan balance on loan which is in
         default will be  considered a taxable  distribution  as provided  under
         law.

(7)      A Participant is limited to one loan for the acquisition of a principal
         residence and one other hardship loan at any time.

(8)      Loan payments begin the end of the month following the month in which a
         Participant  requests  a  loan.  Payments  continue  through  after-tax
         payroll  deductions until the loan is repaid. A Participant may pay off
         a loan in full at any time by cashier's check, certified check or money
         order. Partial pre-payment is not allowed.

(9)      Loans shall provide for repayment over a reasonable period of time.
         Loans shall provide for level amortization with payments to be made not
         less frequently than quarterly, and for

                                                        96
hardship  loans,  over a period not to exceed five (5) years.  However,
         loans used to acquire  any  dwelling  unit which,  within a  reasonable
         time,  is to be used  (determined  at the  time  the loan is made) as a
         principal  residence  of the  Participant  shall  provide for  periodic
         repayment over a reasonable  period of time that may not exceed fifteen
         (15)  years.  For this  purpose,  a  principal  residence  has the same
         meaning  as  a  principal  residence  under  Code  Section  1034.  Loan
         repayments  will be suspended  under this Plan as permitted  under Code
         Section 414(u)(4).

(10)     You must wait at least 90 days to take loan following payment in full
         of a prior loan.

(11)     Loans will be funded  from a  Participant's  account  in the  following
         order:  (i)  rollover  account with  earnings,  (ii)  employee  pre-tax
         contributions and earnings, (iii) after-tax contributions and earnings.
         Loans will be funded from the  Participant's  investments on a pro-rata
         basis.

                                                        97
SCHEDULE 10.1

                                              PARTICIPATING EMPLOYERS

1.     Mylan Pharmaceuticals Inc.

2.     Mylan Technologies, Inc.,  effective April 1, 2000

3.     UDL Laboratories, Inc., an Illinois corporation, effective April 1, 2000

4.     UDL Laboratories, Inc., a Florida corporation, effective April 1, 2000

5.     Bertek Pharmaceuticals Inc., a Texas corporation, effective April 1, 2000

6      Bertek Pharmaceuticals Inc., a Delaware corporation (operating in
       California), effective April 1, 2000

                                                        98
[ This provision will be adopted to amend the Plan, Section 6.5(b)(3),  page 61,
if and when final  regulations  permit  elimination  of some  optional  forms of
annuity. ]

                           (3)  Purchase of or  providing  one of the  following
                           forms of  annuity:  life  annuity for the life of the
                           Participant  (or the lives of the Participant and his
                           designated Beneficiary),  annuity for the life of the
                           Participant  (or the lives of the Participant and his
                           designated  Beneficiary)  with a full  refund  of the
                           excess,  if any, of the annuity  purchase amount over
                           the annuity payments made, and an annuity payable for
                           the  life of the  Participant  (or the  lives  of the
                           Participant  and his designated  Beneficiary)  with a
                           guarantee  of payments  for a 10 year term.  However,
                           the annuity may not be in any form that will  provide
                           for payments  over a period  extending  beyond either
                           the  life of the  Participant  (or the  lives  of the
                           Participant  and his designated  Beneficiary)  or the
                           life  expectancy  of the  Participant  (or  the  life
                           expectancy  of the  Participant  and  his  designated
                           Beneficiary).

                                                        99

      EXHIBIT 5.1

                            DOEPKEN KEEVICAN & WEISS

                              58th Floor, USX Tower

                                600 Grant Street

                         Pittsburgh, Pennsylvania 15219

                                  July 24, 2000

Mylan Laboratories Inc.
1030 Century Building
130 Seventh Street

Pittsburgh, Pennsylvania 15222

         RE:      Mylan Laboratories Inc.
                  Registration on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Mylan  Laboratories  Inc., a  Pennsylvania
corporation  (the  "Company"),  in  connection  with the  registration  with the
Securities  and  Exchange  Commission  (the "SEC") by the  Company of  1,000,000
shares of the Company's  common stock (the "Common  Stock")  issuable  under the
Mylan Profit Sharing 401(k) Plan (the "Plan")  pursuant to the Securities Act of
1933, as amended (the "Act").

         In connection with the registration, we have examined the following:

     (a)  the  Articles of  Incorporation  and By-laws of the  Company,  each as
          amended to date;

     (b)  the Registration Statement on Form S-8 (the "Registration  Statement")
          relating to the Common Stock, as filed with the SEC;

     (c)  the Plan; and

     (d)  such other documents, records, opinions, certificates and papers as we
          have deemed  necessary  or  appropriate  in order to give the opinions
          hereinafter set forth.

     The  opinions   hereinafter   expressed   are  subject  to  the   following
     qualifications and assumptions :

         (i)      In our  examination,  we have assumed the  genuineness  of all
                  signatures,  the authenticity of all documents submitted to us
                  as originals and the conformity of all documents  submitted to
                  us as copies to the originals thereof.

         (ii)     As to the accuracy of certain factual matters,  we have relied
                  on  the   certificates   of   officers   of  the  Company  and
                  certificates,  letters,  telegrams  or  statements  of  public
                  officials.
Mylan Laboratories Inc.
July 24, 2000
Page 2

         (iii)    We express no  opinion on the laws of any  jurisdiction  other
                  than  the  United  States  of  America  and  the  Pennsylvania
                  Business Corporation Law.

         Based upon and subject to the  foregoing,  we are pleased to advise you
that it is our  opinion  that the shares of Common  Stock  proposed to be issued
under the Plan have been duly  authorized  and  reserved  for issuance and will,
when  issued  pursuant  to  the  Plan,  be  legally   issued,   fully  paid  and
non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Doepken Keevican & Weiss

                                            DOEPKEN KEEVICAN & WEISS
                                            PROFESSIONAL CORPORATION

                                 EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on  Form  S-8 of  our  report  dated  May  10,  2000,
incorporated   by  reference  in  the  Annual  Report  on  Form  10-K  of  Mylan
Laboratories Inc. for the year ended March 31, 2000.

Deloitte & Touche LLP

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
July 24, 2000

                                EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on Form S-8 of our  report  dated  February  4,  2000
relating to the consolidated  financial statements of Somerset  Pharmaceuticals,
Inc. and subsidiaries as of December 31, 1999 and 1998 and for each of the three
years in the period ended  December 31, 1999,  appearing in the Annual Report on
Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 2000.

Deloitte & Touche LLP

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
July 24, 2000