BOSTON SCIENTIFIC CORP
401(K) RETIREMENT SAVINGS PLAN AS OF 1/1/2003
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>4
<FILENAME>b45658bsexv10w12.txt
<DESCRIPTION>401(K) RETIREMENT SAVINGS PLAN AS OF 1/1/2003
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.12

                          BOSTON SCIENTIFIC CORPORATION
                         401(k) RETIREMENT SAVINGS PLAN

                (Amended and Restated, Effective January 1, 2001)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                         <C>
ARTICLE 1. INTRODUCTION...................................................................................   1
     1.1. Qualification and Purpose.......................................................................   1
     1.2. Rights under Plans..............................................................................   1
     1.3. Defined Terms...................................................................................   1
ARTICLE 2. PARTICIPATION..................................................................................   2
     2.1. Date of Participation...........................................................................   2
     2.2. Duration of Participation.......................................................................   2
ARTICLE 3. CONTRIBUTIONS..................................................................................   4
     3.1. Elective Contributions..........................................................................   4
     3.2. Form and Manner of Elections....................................................................   4
     3.3. Matching Contributions..........................................................................   4
     3.4. Discretionary Contributions.....................................................................   5
     3.5. Qualified Nonelective Contributions.............................................................   5
     3.6. Rollover Contributions..........................................................................   5
     3.7. Employee Contributions..........................................................................   5
     3.8. Other Employer Contributions....................................................................   5
     3.9. Crediting of Contributions......................................................................   6
     3.10. Time for Making Contributions..................................................................   6
     3.11. Certain Limits Apply...........................................................................   6
     3.12. Return of Contributions........................................................................   6
     3.13. Establishment of Trust.........................................................................   6
ARTICLE 4. PARTICIPANT ACCOUNTS...........................................................................   7
     4.1. Accounts........................................................................................   7
     4.2. Adjustment of Accounts..........................................................................   7
     4.3. Investment of Accounts..........................................................................   7
     4.4. Appointment of Investment Manager or Named Fiduciary............................................   8
     4.5. Section 404(c) Compliance.......................................................................   8
     4.6. Transfers From Other Plans......................................................................   9
ARTICLE 5. VESTING OF ACCOUNTS............................................................................  10
     5.1. Immediate Vesting of Certain Accounts...........................................................  10
     5.2. Deferred Vesting of Discretionary Contribution Accounts.........................................  10
     5.3. Special Vesting Rules...........................................................................  10
     5.4. Changes in Vesting Schedule.....................................................................  10
     5.5. Forfeitures.....................................................................................  11
     5.6. Vesting of Accounts Transferred From Other Plans................................................  12
ARTICLE 6. WITHDRAWALS PRIOR TO SEVERANCE FROM EMPLOYMENT.................................................  13
     6.1. Hardship Withdrawals............................................................................  13
     6.2. Withdrawals After Age 59 1/2....................................................................  14
     6.3. Withdrawal from Rollover Account................................................................  14
     6.4. Withdrawal on Account of Disability.............................................................  14
     6.5. Withdrawal of Employee Contributions............................................................  14
     6.6. Restrictions on Certain Distributions...........................................................  14
     6.7. Limitation of Withdrawable Amount...............................................................  15
     6.8. Required Distributions After Required Beginning Date............................................  15
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
     6.9. Distributions Required by a Qualified Domestic Relations Order..................................  15
     6.10. Withdrawals by Certain Former Participants in Other Plans......................................  15
ARTICLE 7. LOANS TO PARTICIPANTS..........................................................................  16
     7.1. In General......................................................................................  16
     7.2. Rules and Procedures............................................................................  16
     7.3. Maximum Amount of Loan..........................................................................  16
     7.4. Minimum Amount of Loans; Limit on Number of Loans...............................................  16
     7.5. Note; Security; Interest........................................................................  16
     7.6. Repayment.......................................................................................  17
     7.7. Repayment Upon Distribution.....................................................................  17
     7.8. Default.........................................................................................  17
     7.9. Note as Trust Asset.............................................................................  17
     7.10. Nondiscrimination..............................................................................  18
     7.11. Designation of Accounts........................................................................  18
     7.12. Spousal Consent to Loans to Certain Former Participants in Other Plans.........................  18
ARTICLE 8. BENEFITS UPON DEATH OR SEVERANCE FROM EMPLOYMENT...............................................  19
     8.1. Severance From Employment for Reasons Other Than Death..........................................  19
     8.2. Time of Distributions...........................................................................  19
     8.3. Amount of Distribution..........................................................................  20
     8.4. Distributions After a Participant's Death.......................................................  20
     8.5. Designation of Beneficiary......................................................................  21
     8.6. Direct Rollovers of Eligible Distributions......................................................  21
     8.7. Protected Forms of Benefit......................................................................  23
     8.8. Distribution Restrictions for Elective Contributions............................................  23
ARTICLE 9. ADMINISTRATION.................................................................................  24
     9.1. Committee.......................................................................................  24
     9.2. Powers of Committee.............................................................................  24
     9.3. Effect of Interpretation or Determination.......................................................  24
     9.4. Reliance on Tables, etc.........................................................................  24
     9.5. Claims and Review Procedures....................................................................  25
     9.6. Indemnification of Committee and Assistants.....................................................  25
     9.7. Annual Report...................................................................................  25
ARTICLE 10. AMENDMENT AND TERMINATION.....................................................................  26
     10.1. Amendment......................................................................................  26
     10.2. Termination....................................................................................  26
     10.3. Distributions upon Termination of the Plan.....................................................  26
     10.4. Merger or Consolidation of Plan; Transfer of Plan Assets.......................................  26
ARTICLE 11. LIMITS ON CONTRIBUTIONS.......................................................................  27
     11.1. Code Section 404 Limits........................................................................  27
     11.2. Code Section 415 Limits........................................................................  27
     11.3. Code Section 402(g) Limits.....................................................................  28
     11.4. Code Section 401(k)(3) Limits..................................................................  29
     11.5. Code Section 401(m) Limits.....................................................................  33
ARTICLE 12. SPECIAL TOP-HEAVY PROVISIONS..................................................................  37
     12.1. Provisions to apply............................................................................  37
     12.2. Minimum Contribution...........................................................................  37
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
     12.3. Adjustment to Limitation on Benefits...........................................................  38
     12.4. Definitions....................................................................................  38
ARTICLE 13. MISCELLANEOUS.................................................................................  41
     13.1. Exclusive Benefit Rule.........................................................................  41
     13.2. Limitation of Rights...........................................................................  41
     13.3. Nonalienability of Benefits....................................................................  41
     13.4. Adequacy of Delivery...........................................................................  41
     13.5. Reclassification of Employment Status..........................................................  41
     13.6. Veterans' Reemployment and Benefits Rights.....................................................  42
     13.7. Governing law..................................................................................  42
     13.8. Authority to Correct Operational Defects.......................................................  42
     13.9. Electronic Forms...............................................................................  42
ARTICLE 14. DEFINITIONS...................................................................................  43
     14.1. "Accounts".....................................................................................  43
     14.2. "Affiliated Employer"..........................................................................  43
     14.3. "Beneficiary"..................................................................................  43
     14.4. "Board of Directors"...........................................................................  43
     14.5. "Code".........................................................................................  43
     14.6. "Committee"....................................................................................  43
     14.7. "Company Stock"................................................................................  43
     14.8. "Compensation".................................................................................  43
     14.9. "Disability"...................................................................................  44
     14.10. "Discretionary Contribution"..................................................................  44
     14.11. "Discretionary Contribution Account"..........................................................  44
     14.12. "Elective Contribution".......................................................................  45
     14.13. "Elective Contribution Account"...............................................................  45
     14.14. "Eligible Employee"...........................................................................  45
     14.15. "Employee"....................................................................................  45
     14.16. "Employee Contribution".......................................................................  45
     14.17. "Entry Date"..................................................................................  45
     14.18. "ERISA".......................................................................................  45
     14.19. "Highly Compensated Employee".................................................................  45
     14.20. "Hour of Service".............................................................................  46
     14.21. "Leased Employee".............................................................................  47
     14.22. "Matching Contribution Account"...............................................................  47
     14.23. "Normal Retirement Age".......................................................................  47
     14.24. "Participant".................................................................................  47
     14.25. "Participating Employer"......................................................................  47
     14.26. "Plan"........................................................................................  47
     14.27. "Plan Sponsor"................................................................................  47
     14.28. "Plan Year"...................................................................................  47
     14.29. "Predecessor Employer"........................................................................  47
     14.30. "Qualified Domestic Relations Order"..........................................................  48
     14.31. "Qualified Nonelective Contribution"..........................................................  48
     14.32. "QNEC Account"................................................................................  48
     14.33. "Regulation"..................................................................................  48
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
     14.34. "Required Beginning Date".....................................................................  48
     14.35. "Rollover Contribution".......................................................................  48
     14.36. "Section".....................................................................................  48
     14.37. "Trust".......................................................................................  48
     14.38. "Trustee".....................................................................................  48
     14.39. "Valuation Date"..............................................................................  48
     14.40. "Year of Service for Vesting".................................................................  48
</TABLE>

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<PAGE>

                            ARTICLE 1. INTRODUCTION.

         1.1. QUALIFICATION AND PURPOSE. This document amends and restates the
provisions of the Boston Scientific Corporation 401(k) Retirement Savings Plan,
effective as of January 1, 2001 unless otherwise stated herein. Mergers and
account transfers of certain other plans into the Plan shall have such effective
dates as are provided in Schedule B. The original effective date of the Plan was
January 1, 1987. The Plan and its related Trust are intended to qualify as a
profit-sharing plan and trust under Code sections 401(a) and section 501(a), the
cash or deferred arrangement forming part of the Plan is intended to qualify
under Code section 401(k). The Plan is intended to constitute a plan described
in section 404(c) of ERISA. The provisions of the Plan and Trust shall be
construed and applied accordingly. The purpose of the Plan is to provide
benefits to Participants in a manner consistent and in compliance with such Code
sections and Title I of ERISA. Notwithstanding the general effective date
specified above, any provision of this restatement that is intended to comply
with changes in law made by the Uniform Services Employment and Reemployment
Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer
Relief Act of 1997, the Uruguay Round Agreements Act, or Internal Revenue
Service regulations or other guidance thereunder, or Department of Labor
guidance shall be effective as of the effective dates specified for such changes
in the applicable statute, regulation, or guidance. In addition, this
restatement contains certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). These provisions are intended as good
faith compliance with the requirements of EGTRRA and are to be construed in
accordance with EGTRRA and guidance issued thereunder. Except as otherwise
provided, the EGTRRA provisions shall be effective as of the first day of the
first Plan Year beginning after December 31, 2001. The EGTRRA provisions shall
supersede the provisions of the Plan to the extent those provisions are
inconsistent with the EGTRRA provisions.

         1.2. RIGHTS UNDER PLANS. The rights of Participants in this Plan or any
other plan which has been merged into this Plan, who ceased to be employed by
the applicable employer prior to January 1, 2001 or, if later, the applicable
merger date provided in Schedule B and have not thereafter been reemployed by
the Plan Sponsor or an Affiliated Employer, and the rights of their
beneficiaries, shall be determined in accordance with the terms of the
applicable plan at the time they ceased to be employed.

         1.3. DEFINED TERMS. All capitalized terms used in the following
provisions of the Plan have the meanings given them under Article 14.

<PAGE>

                           ARTICLE 2. PARTICIPATION.

         2.1. DATE OF PARTICIPATION.

                  (a) Any individual who was a Participant on December 31, 2000
         and is an Eligible Employee on January 1, 2001 will, subject to Section
         2.2, continue to be a Participant.

                  (b) Any other individual will become a Participant on the
         Entry Date coinciding with or next following the latest of

                           (1) January 1, 2001;

                           (2) the date on which he or she becomes an Eligible
                  Employee;

                           (3) the date on which he or she attains age 21; and

                           (4) the 30th day after the date he or she completes
                  an Hour of Service;

         provided that (i) he or she is an Eligible Employee on such Entry Date
         and (ii) he or she has in effect on such Entry Date a compensation
         reduction authorization described in Section 3.2 which was submitted in
         the manner prescribed by the Committee. Unless otherwise provided by
         the Committee, an Employee who has satisfied the requirements of (1),
         (2), (3) and (4) above, but who has failed to satisfy the requirements
         of (i) or (ii) above, will become a Participant on the first Entry Date
         coinciding with or next following the date on which the requirements of
         both (i) and (ii) are satisfied.

                  (c) Unless otherwise provided in Schedule B, in the event the
         Plan Sponsor acquires a business of another employer, through an
         acquisition of either assets or stock, an Employee who was employed by
         such other employer immediately prior to such acquisition shall have
         his or her prior service with such other employer taken into account,
         as if it were service with an Affiliated Employer, for purposes of
         (b)(4) above and Section 14.14(b).

                  (d) An Employee who, immediately before becoming an Eligible
         Employee, has a contribution agreement in effect with an Affiliated
         Employer under a separate plan described in section 401(k) of the Code
         shall become a Participant on the payroll date coinciding with or next
         following the date he or she becomes an Eligible Employee, provided
         that he or she has a compensation reduction authorization in effect on
         such payroll date.

         2.2. DURATION OF PARTICIPATION. An individual who has become a
Participant under the Plan will remain a Participant for as long as an Account
is maintained under the Plan for his or her benefit, or until his or her death,
if earlier. Notwithstanding the

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preceding sentence and unless otherwise expressly provided for under the Plan,
no contributions shall be made with respect to a Participant who is not an
Eligible Employee. In the event a Participant remains an Employee but ceases to
be an Eligible Employee and becomes ineligible for contributions, such Employee
will again become eligible for contributions immediately upon returning to the
class of Eligible Employees. In the event an Employee who is not an Eligible
Employee becomes an Eligible Employee, such Employee will become a Participant
on the first Entry Date on or after becoming an Eligible Employee, if he or she
has satisfied the requirements of Section 2.1. A Participant or former
Participant who is reemployed as an Eligible Employee shall again become
eligible for contributions on the first Entry Date on or after reemployment.

                                      - 3 -

<PAGE>

                           ARTICLE 3. CONTRIBUTIONS.

         3.1. ELECTIVE CONTRIBUTIONS. On behalf of each Participant for whom
there is in effect, for any pay period, a compensation reduction authorization
described in Section 3.2 and who is receiving Compensation from a Participating
Employer during such pay period, such Participating Employer will contribute to
the Trust, as an Elective Contribution, an amount equal to the amount by which
such Compensation was reduced pursuant to the compensation reduction
authorization. Elective Contributions for any pay period in a Plan Year may not
be less than 1 percent nor exceed 15 percent of the Participant's Compensation
for such pay period.

         3.2. FORM AND MANNER OF ELECTIONS. A "compensation reduction
authorization" is an authorization from an Eligible Employee to a Participating
Employer which satisfies the requirements of this Section 3.2. Each compensation
reduction authorization shall be in a form prescribed or approved by the
Committee, and may be entered into as of any Entry Date upon such prior notice
as the Committee may prescribe. A compensation reduction authorization may be
changed by the Participant, with such prior notice as the Committee may
prescribe, as of the first day of any payroll period. A compensation reduction
authorization shall be effective with respect to Compensation payable on and
after the applicable Entry Date. A compensation reduction authorization may be
revoked by the Participant at any time, upon such prior notice as the Committee
may prescribe. A Participant who revokes a compensation reduction authorization
may enter into a new authorization only as of a subsequent Entry Date.

         3.3. MATCHING CONTRIBUTIONS.

                  (a) On a bi-weekly basis, each Participating Employer will
         make a Matching Contribution to the Trust for the benefit of each
         Participant on whose behalf it made Elective Contributions for the
         period. The amount of Matching Contributions made by a Participating
         Employer for the period shall be equal to (i) 100% of the Elective
         Contributions made on behalf of the Participant for the period which do
         not exceed 2% of the Participant's Compensation for such period, plus
         (ii) 50% of the Elective Contributions made on behalf of the
         Participant for the period which exceed 2% but do not exceed 4% of the
         Participant's Compensation for such period.

                  (b) If (i) a Participant is an Eligible Employee on the last
         day of the Plan Year, and (ii) the aggregate Matching Contributions
         made by his or her Participating Employer under paragraph (a) above to
         the Trust for the benefit of such Participant with respect to such Plan
         Year are less than the lesser of (1) 100% of the Participant's Elective
         Contributions for such Plan Year which do not exceed 2% of the
         Participant's Compensation for such Year plus 50% of the Participant's
         Elective Contributions for such Plan Year which exceed 2% but do not
         exceed 4% of the Participant's Compensation for such Year; or (2) 3% of
         such Participant's Compensation in such Plan Year, then the
         Participating Employer shall make a further contribution to the Trust,
         for the benefit of such Participant, to be credited

                                      - 4 -

<PAGE>

         to his or her Matching Contribution Account, such that the aggregate
         Matching Contributions made by the Participating Employer for the
         benefit of such Participant for the Plan Year under this Section shall
         equal the lesser of the amounts set forth in clauses (1) and (2) above.

         3.4. DISCRETIONARY CONTRIBUTIONS. For each Plan Year, the Participating
Employers shall contribute to the Plan such other amounts, if any, as the Board
of Directors, in its sole discretion, may determine. Any such Discretionary
Contribution for a Plan Year shall be made in cash or, if the Board of Directors
so directs, in Company Stock, and shall be allocated among and credited to the
Accounts of each Participant who:

                  (a) is an Eligible Employee on the last day of the Plan Year;
         or

                  (b) has ceased to be an Eligible Employee during the Plan Year
         by reason of death or severance from employment after attaining age 62
         or on account of Disability,

in proportion to their relative amounts of Compensation for such Plan Year.

         3.5. QUALIFIED NONELECTIVE CONTRIBUTIONS. To the extent necessary to
satisfy the Code Section 401(k)(3) limits with respect to Elective Contributions
or the Code Section 401(m) limits with respect to Matching Contributions, the
Plan Sponsor, in its discretion, may determine whether a Qualified Nonelective
Contribution shall be made to the Trust for a Plan Year and, if so, the amount
to be contributed by such Participating Employer. If the Plan Sponsor determines
that a Qualified Nonelective Contribution shall be made, each Participating
Employer shall contribute its designated portion. Qualified Nonelective
Contributions shall be fully vested and subject to the same distribution rules
as Elective Contributions as of the time such Qualified Nonelective
Contributions are made to the Plan.

         3.6. ROLLOVER CONTRIBUTIONS. An Eligible Employee (whether or not a
Participant) may make a Rollover Contribution to the Plan upon demonstration to
the Committee that the contribution is eligible for transfer to the Plan
pursuant to the rollover provisions of the Code.

         3.7. EMPLOYEE CONTRIBUTIONS. A Participant may elect to make after-tax
Employee Contributions under the Plan in the form and manner prescribed or
approved by the Committee. Employee Contributions for any pay period in a Plan
Year may not be less than 1 percent nor exceed 10 percent of the Participant's
Compensation for such period.

         3.8. OTHER EMPLOYER CONTRIBUTIONS. The Participating Employers shall
contribute to the Plan such other amounts as the Board of Directors determines
on behalf of certain eligible Participants as set forth on Schedule C. Such
contributions shall be made in cash and shall be allocated to an Employer
Contribution Account of each eligible Participant as set forth on Schedule C.

                                      - 5 -

<PAGE>

         3.9. CREDITING OF CONTRIBUTIONS. Each type of contribution for a Plan
Year shall be allocated among and credited to the respective Accounts of
Participants eligible to share in the contributions as of the Valuation Date
next following the date the contributions are received by the Trustee.

         3.10. TIME FOR MAKING CONTRIBUTIONS. Elective Contributions will be
paid in cash to the Trust as soon as such contributions can reasonably be
segregated from the general assets of the Participating Employer, but in any
event no later than the time set forth in Department of Labor Regulations
section 2510.3-102.

         3.11. CERTAIN LIMITS APPLY. All contributions to the Plan are subject
to the applicable limits set forth under Code sections 401(k), 402(g), 401(m),
404, and 415, as further described elsewhere in the Plan. In addition, certain
minimum allocations may be required under Code section 416, as also further
described elsewhere in the Plan.

         3.12. RETURN OF CONTRIBUTIONS. If any contribution by a Participating
Employer to the Trust is (a) made by reason of a mistake of fact, or (b)
believed by the Participating Employer in good faith to be deductible under Code
section 404, but the deduction is disallowed, the Trustee shall, upon request by
the Participating Employer, return to the Participating Employer the excess of
the amount contributed over the amount, if any, that would have been contributed
had there not occurred a mistake of fact or a mistake in determining the
deduction. Such excess shall be reduced by the losses of the Trust attributable
thereto, if and to the extent such losses exceed the gains and income
attributable thereto. In no event shall the return of a contribution hereunder
cause any Participant's Accounts to be reduced to less than they would have been
had the mistaken or nondeductible amount not been contributed. No return of a
contribution hereunder shall be made more than one year after the mistaken
payment of the contribution, or disallowance of the deduction, as the case may
be.

         3.13. ESTABLISHMENT OF TRUST. The Plan Sponsor will establish a Trust
to accept and hold contributions made under the Plan. The Trust shall be
governed by an agreement between the Plan Sponsor and the Trustee the terms of
which shall be consistent with the Plan provisions and intended qualification
under Code sections 401(a) and 501(a).

                                      - 6 -

<PAGE>

                        ARTICLE 4. PARTICIPANT ACCOUNTS.

         4.1. ACCOUNTS. The Committee will establish and maintain (or cause the
Trustee to establish and maintain) for each Participant, such Accounts as are
necessary to carry out the purposes of this Plan.

         4.2. ADJUSTMENT OF ACCOUNTS. As of each Valuation Date, each Account
will be adjusted to reflect the fair market value of the assets allocated to the
Account. In so doing,

                  (a) each Account balance will be increased by the amount of
         contributions, income and gain allocable to such Account since the
         prior Valuation Date; and

                  (b) each Account balance will be decreased by the amount of
         distributions from the Account and expenses and losses allocable to the
         Account since the prior Valuation Date.

Income, expense, gain or loss which is generated by a particular investment
within the Trust shall be allocated among the Accounts invested in that
investment in proportion to the balances of such Accounts as of the immediately
preceding Valuation Date. Any expenses relating to a specific Account or
Accounts, including without limitation commissions or sales charges with respect
to an investment in which the Account participates, but excluding costs relating
to the processing of Qualified Domestic Relations Orders, may be charged solely
to the particular Account or Accounts.

         4.3. INVESTMENT OF ACCOUNTS.

                  (a) A Participant's Accounts shall be invested by the Trustee
         as the Participant directs from among such investment options as the
         Plan Sponsor may make available from time to time in accordance with
         the investment policy established by the Committee. The Committee shall
         prescribe the manner in which such directions may be made or changed,
         the dates as of which they shall be effective, and the allocation of
         Accounts with respect to which no directions are submitted. Any other
         assets of the Trust not specified above in this Section shall be
         invested by the Trustee in the sole discretion of the Trustee and in
         accordance with its fiduciary duties under ERISA; provided, that if an
         investment manager or other named fiduciary has been appointed with
         respect to all or a portion of such assets, the Trustee shall invest
         such portion as the investment manager or other named fiduciary
         directs.

                  (b) The Committee is specifically authorized to establish a
         Company Stock investment option. To the extent such Company Stock has
         voting rights, or in the event of any tender or exchange offer by any
         person for such Company Stock, Participants invested in such Company
         Stock fund may direct the Trustee as to the voting and tender of such
         Company Stock in accordance with procedures established by the
         Committee. The Committee may also provide for the temporary suspension
         of the right of Participants subject to Section 16 of the Securities
         Exchange Act of 1934 to invest further amounts in the Company Stock
         fund following any withdrawal from the portion of such Participants'
         Accounts theretofore invested in such Company Stock fund. The Committee
         may also establish from time to time a maximum percentage of any
         Participant's Accounts which may be invested in the Company Stock fund.

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<PAGE>

                  (c) In connection with the acquisition of Schneider (USA) Inc.
         and Corvita Corporation, the Company established an investment fund to
         hold shares of Pfizer Inc. common stock transferred from the Pfizer
         Savings and Investment Plan. No contributions under this Plan may be
         invested in the Pfizer stock fund, and dividends and interest payable
         on the assets of the Pfizer stock fund allocated to the Accounts of a
         Participant will be invested according to such Participant's current
         investment election for contributions under the Plan. A Participant may
         direct that amounts held in the Pfizer stock fund on his or her behalf
         be transferred to one or more other investment funds made available by
         the Committee from time to time, and any amounts so transferred shall
         not be reallocated to the Pfizer stock fund.

         4.4. APPOINTMENT OF INVESTMENT MANAGER OR NAMED FIDUCIARY. The Plan
Sponsor may appoint in writing one or more investment managers or other "named
fiduciaries" (within the meaning of ERISA section 402(a)(2)) to manage the
investment of all or designated portions of the assets held in the Trust. The
appointment shall be effective upon acknowledgment in writing by the investment
manager or other named fiduciary that it is a fiduciary with respect to the
Plan. An investment manager must be (a) registered as an investment adviser
under the Investment Advisers Act of 1940, (b) a bank as defined in that Act, or
(c) an insurance company qualified under the laws of more than one state to
manage, acquire or dispose of any assets of the Plan.

         4.5. SECTION 404(c) COMPLIANCE. The Plan is intended to be an "ERISA
section 404(c) plan" as described in section 404(c) of ERISA and title 29 of the
Code of Federal Regulations section 2550.404c-1, and shall be administered and
interpreted in a manner consistent with that intent. The investment direction
requirements of Department of Labor regulation section 2550.404c-1(b)(2)(i)(B)
(1)(iv) and (b)(2)(i)(A) and the requirements relating to the investment
alternatives under the Plan are intended to be satisfied by Section 4.3 above,
in each case taking into account related communications to Participants and
beneficiaries under the summary plan description for the Plan and other
communications. For purposes of ERISA section 404(c), the "identified plan
fiduciary" obligated to comply with Participant and Beneficiary investment
instructions (except as provided in such section and regulations thereunder),
the identified plan fiduciary obligated to provide Participants and
Beneficiaries with the materials set forth in Department of Labor regulations
section 2550.404c-1(b)(2)(i)(B) and the identified plan fiduciary obligated to
comply with the confidentiality requirements and procedures under Department of
Labor regulations section 2550.404c-1(d)(2)(ii)(E)(4)(viii) relating to employer
securities shall be the Committee. The Committee may decline to implement
Participant and Beneficiary investment instructions which would result in a
prohibited transaction described in ERISA section 406 or section 4975 of the
Code or which would generate income that would be taxable to the Plan.

                                      - 8 -

<PAGE>

         4.6. TRANSFERS FROM OTHER PLANS.

                  (a) Unless otherwise provided herein, in the event that
         another plan is merged into the Plan, or accounts are otherwise
         transferred to the Plan from another plan, the assets transferred to
         the Plan shall be allocated as follows:

                           (1) Assets attributable to an individual's elective
                  contributions and qualified nonelective contributions (if any)
                  shall be allocated to an Elective Contribution Account for his
                  or her benefit under the Plan;

                           (2) Assets attributable to matching employer
                  contributions (if any), shall be allocated to a Matching
                  Contribution Account for his or her benefit under the Plan;

                           (3) Assets attributable to other employer
                  contributions (if any), shall be allocated to a Discretionary
                  Contribution Account for his or her benefit under the Plan;
                  and

                           (4) Assets attributable to an individual's after-tax
                  contributions (if any) shall be allocated to an after-tax
                  contribution account for his or her benefit under the Plan.

                  The assets transferred may be separately accounted for in
         sub-accounts under the Plan as determined to be necessary by the
         Committee in order to administer the provisions of Articles 5, 6, 7 and
         8. Unless otherwise provided in Schedule B or in an acquisition
         agreement between a Participating Employer and the employer maintaining
         such transferor plan, all assets transferred under this Section 4.6
         shall be invested in accordance with investment directions by the
         Participant under Section 4.3 above or, absent such directions, in a
         fund designated by the Committee.

                  (b) Any individual for whom accounts have been transferred
         under this Section 4.6 and who has not become a Participant under
         Section 2.1, or pursuant to such other special eligibility rules
         provided in Schedule B, shall be treated as a Participant for purposes
         of Articles 4, 5, 8, 9, 10 and 13 and, so long as he or she is an
         Employee, Articles 6 and 7. Such an individual shall become a
         Participant for all purposes of the Plan to the extent such individual
         satisfies the requirements of Section 2.1 or any other special
         eligibility rules provided in Schedule B which apply to such
         individual.

                                      - 9 -

<PAGE>

                        ARTICLE 5. VESTING OF ACCOUNTS.

         5.1. IMMEDIATE VESTING OF CERTAIN ACCOUNTS. A Participant shall at all
times have a vested interest in 100% of the following accounts, as applicable:
Elective Contribution Account, Employee Contribution Account, QNEC Account,
Matching Contribution Account, his or her Rollover Account, and other accounts
that the Committee may establish, unless explicitly provided otherwise herein.

         5.2. DEFERRED VESTING OF DISCRETIONARY CONTRIBUTION ACCOUNTS.

                  (a) A Participant who on December 31, 1992 had at least three
         Years of Service for purposes of calculating vesting, shall have a
         vested interest in 100% of his or her Discretionary Contribution
         Account, if any.

                  (b) A Participant not described in (a) above, shall have a
         vested interest in a percentage of his or her Discretionary
         Contribution Account, if any, determined in accordance with the
         following schedule and based on his or her Years of Service for
         Vesting:

<TABLE>
<CAPTION>
 Years of Service                    Applicable
   for Vesting                Nonforfeitable Percentage
 ----------------             -------------------------
<S>                           <C>
less than 1                               0%
1 but less than 2                        20%
2 but less than 3                        40%
3 but less than 4                        60%
4 but less than 5                        80%
5 or more                               100%
</TABLE>

         5.3. SPECIAL VESTING RULES. Notwithstanding any provision of the Plan
to the contrary, a Participant will have a vested interest in 100% of the
Accounts maintained for his or her benefit upon the happening of any one of the
following events:

                  (a) the Participant's attainment of age 62 while an Employee;

                  (b) the Participant's severance from employment on account of
         Disability;

                  (c) the Participant's death while an Employee;

                  (d) the termination of the Plan or the complete discontinuance
         of Contributions under the Plan; or

                  (e) the partial termination of the Plan with respect to the
         Participant.

         5.4. CHANGES IN VESTING SCHEDULE. If the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of a Participant's vested percentage (or if the Plan changes to
or from a top-heavy vesting schedule), each Participant who

                                     - 10 -

<PAGE>

has completed 3 years of Vesting Service may elect, within the period described
below, to have his or her vested percentage determined without regard to such
amendment or change. The period referred to in the preceding sentence will begin
on the date the amendment of the vesting schedule is adopted and will end 60
days after the latest of the following dates:

                  (a) the date on which such amendment is adopted;

                  (b) the date on which such amendment becomes effective; and

                  (c) the date on which the Participant is issued written notice
         of such amendment by the Committee.

         5.5. FORFEITURES.

                  (a) In general. Any portion of a Participant's Account in
         which he or she is not vested upon severance from employment for any
         reason will be forfeited as of the earlier of

                           (1) the expiration of 5 consecutive Plan Years during
                  each of which the Participant does not complete 501 Hours of
                  Service, or

                           (2) the distribution of the vested portion of the
                  Account if such distribution is made as a result of the
                  Participant's severance from employment.

Any Participant who separates from the service of the Affiliated Employers prior
to earning a vested interest in any of his or her Accounts shall be deemed to
have received a complete distribution of his or her vested interest on the day
he or she separates from service.

                  (b) Certain Restorations. Notwithstanding the preceding
         paragraph, if a Participant forfeits any portion of an Account as a
         result of the complete distribution of the vested portion of the
         Account but thereafter returns to the employ of an Affiliated Employer,
         the amount forfeited will be recredited to the Participant's Account if
         he or she repays to the Plan the entire amount distributed, without
         interest, prior to the earlier of (i) the close of the fifth
         consecutive Plan Year in each of which the Participant does not
         complete at least 501 Hours of Service or (ii) the fifth anniversary of
         the date on which the Participant is reemployed. In the case of a
         Participant who had earlier separated from service prior to earning a
         vested interest in any of his or her Accounts and was deemed to have
         received a distribution of such vested interest, the amount forfeited
         will be restored upon the Participant's reemployment prior to the close
         of the fifth consecutive Plan Year in each of which the Participant
         does not complete at least 501 Hours of Service. A Participant's vested
         percentage in the amount recredited under this paragraph will
         thereafter be determined under the terms of the Plan as if no
         forfeiture had occurred. The money required to effect the restoration
         of a Participant's Account shall come from other Accounts forfeited
         during the Plan Year of restoration, and to the extent such funds are
         inadequate, from a special contribution by the Participant's
         Participating Employer.

                  (c) If a Participant forfeits any part of his or her Accounts
         under paragraph (a) above, the amount of the forfeiture will be
         applied, first, toward any restoration of any

                                     - 11 -

<PAGE>

         amount previously forfeited as required under paragraph (a) above, and,
         then, toward the Matching Contributions required to be made to the Plan
         under Section 3.3.

         5.6. VESTING OF ACCOUNTS TRANSFERRED FROM OTHER PLANS. In the event
that another plan is merged into the Plan, or accounts are otherwise transferred
to the Plan from another plan, the portion of each Account under this Plan that
is attributable to a vested and nonforfeitable account, or portion of an
account, under the transferor plan shall remain vested and nonforfeitable under
this Plan. The remaining portion of each Account under this Plan that is
attributable to a transferor plan account shall vest in accordance with Section
5.2, unless otherwise provided in Schedule B.

                                     - 12 -

<PAGE>

           ARTICLE 6. WITHDRAWALS PRIOR TO SEVERANCE FROM EMPLOYMENT.

         6.1. HARDSHIP WITHDRAWALS.

                  (a) Immediate and heavy financial need. A Participant may make
         a withdrawal from his or her Elective Contribution Account in the event
         of an immediate and heavy financial need arising from

                           (i) expenses for medical care described in Code
                  section 213(d) previously incurred by the Participant, his or
                  her spouse or any of his or her dependents (as defined in Code
                  section 152) or amounts necessary for these persons to obtain
                  such medical care;

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

                           (iii) the payment of tuition, room and board expenses
                  and related educational fees for the next 12 months of
                  post-secondary education for the Participant, his or her
                  spouse, children or dependents (as defined in Code section
                  152);

                           (iv) payments necessary to prevent the eviction of
                  the Participant from his or her principal residence or
                  foreclosure on the mortgage on that principal residence; or

                           (v) any other need identified by the Commissioner of
                  Revenue as a "financial hardship" for purposes of section
                  401(k) plans through the publication of revenue rulings,
                  notices and other guidance of general applicability.

         The Committee's determination of whether there is an immediate and
         heavy financial need as defined above shall be made solely on the basis
         of written evidence furnished by the Participant. Such evidence must
         also indicate the amount of such need.

                  (b) Distribution of amount necessary to meet need. As soon as
         practicable after the Committee's determination that an immediate and
         heavy financial need exists with respect to the Participant, that the
         Participant has obtained all other distributions (other than hardship
         distributions) and all nontaxable loans currently available under the
         Plan and all other plans maintained by the Affiliated Employers, and
         that no other resources are reasonably available to the Participant to
         satisfy the need, the Committee will direct the Trustee to pay to the
         Participant the amount necessary to meet the need created by the
         hardship (but not in excess of the value of the Participant's Elective
         Contribution Account, determined as of the Valuation Date that
         authorized distribution directions are received by the Trustee). The
         amount necessary to meet the need may include any amounts necessary to
         pay any federal, state, or local income taxes or penalties reasonably
         anticipated to result from the distribution. Distribution will be made
         solely from the Participant's Elective Contribution Account, and shall
         not include any portion of the Account that is attributable to income
         earned after December 31, 1988.

                                     - 13 -

<PAGE>

         6.2. WITHDRAWALS AFTER AGE 59 1/2. A Participant who is an Employee and
has attained age 59 1/2 may make a withdrawal from any one or more of his or her
Accounts for any reason, upon such prior notice as the Committee may prescribe.
Any such withdrawal shall be in the amount specified by the Participant, up to
the vested value of the particular Account determined as of the Valuation Date
that authorized distribution directions are received by the Trustee. Payment to
the Participant shall be made as soon as practicable after such Valuation Date.

         6.3. WITHDRAWAL FROM ROLLOVER ACCOUNT. A Participant who is an Employee
may make a withdrawal from his or her Rollover Account for any reason, upon such
prior notice as the Committee may prescribe. Any such withdrawal shall be in the
amount specified by the Participant, up to the value of the Rollover Account
determined as of the Valuation Date that authorized distribution directions are
received by the Trustee. Payment to the Participant shall be made as soon as
practicable after such Valuation Date.

         6.4. WITHDRAWAL ON ACCOUNT OF DISABILITY. A Participant who is an
Employee and who has a Disability, may make a withdrawal from his or her
Accounts upon such prior notice as the Committee may prescribe. Any such
withdrawal shall be in the amount specified by the Participant, up to the vested
value of the Accounts determined as of the Valuation Date that authorized
distribution directions are received by the Trustee. Payment to the Participant
shall be made as soon as practicable after such Valuation Date.

         6.5. WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS. A Participant who is an
Employee may make a withdrawal from his or her Employee Contribution Account for
any reason upon such prior notice and in accordance with such procedures as the
Committee may prescribe. Any such withdrawal shall be in the amount specified by
the Participant in accordance with procedures prescribed by the Committee, up to
the value of the Participant's Employee Contribution Account, determined as of
the Valuation Date that authorized distribution directions are received by the
Trustee. Payment to the Participant shall be made as soon as practicable after
such Valuation Date.

         6.6. RESTRICTIONS ON CERTAIN DISTRIBUTIONS. In the case of a
Participant whose Accounts are valued in excess of $5,000 and who has not yet
attained the Normal Retirement Age, no distribution may be made to the
Participant under this Article unless

                  (a) between the 30th and 90th day prior to the date
         distribution is to be made, the Committee notifies the Participant in
         writing that he or she may defer distribution until the Normal
         Retirement Age and provides the Participant with a written description
         of the material features and (if applicable) the relative values of the
         forms of distribution available under the Plan; and

                  (b) the Participant consents to the distribution in writing
         after the information described above has been provided to him or her.

Notwithstanding the foregoing, such distribution may commence less than 30 days
after the required notification described above is given, provided that (i) the
Committee clearly informs the Participant that the Participant has a right to a
period of at least 30 days after receiving the notice to consider whether or not
to elect a distribution; and (ii) the Participant, after receiving the notice,
elects a distribution.

                                     - 14 -

<PAGE>

For purposes of this Section, a Participant's Accounts will be considered to be
valued in excess of $5,000 if the value of his or her Accounts exceeds such
amount at the time of the distribution in question. For the avoidance of doubt,
nothing in this Section confers a substantive distribution right to any
Participant; a Participant must be eligible to receive a distribution pursuant
to the other provisions of this Article 6 in order for this Section to apply.

         6.7. LIMITATION OF WITHDRAWABLE AMOUNT. In the event that there is
allocated to a Participant's Account a promissory note with respect to a loan
made from the Plan, the maximum amount of cash that may be withdrawn from the
Account prior to the Participant's severance from employment shall be determined
without regard to the value of such note.

         6.8. REQUIRED DISTRIBUTIONS AFTER REQUIRED BEGINNING DATE. In the case
of a Participant who remains an Employee on or after his or her Required
Beginning Date, such Participant's Accounts will be distributed, beginning on
his or her Required Beginning Date, in accordance with the applicable
requirements of Code section 401(a)(9) and the Regulations promulgated
thereunder.

         6.9. DISTRIBUTIONS REQUIRED BY A QUALIFIED DOMESTIC RELATIONS ORDER. To
the extent required by a Qualified Domestic Relations Order, the Committee shall
make distributions from a Participant's Accounts to alternate payees named in
such order in a manner consistent with the distribution options otherwise
available under the Plan, regardless of whether the Participant is otherwise
entitled to a distribution at such time under the Plan.

         6.10. WITHDRAWALS BY CERTAIN FORMER PARTICIPANTS IN OTHER PLANS.

                  (a) In addition to the rights to take withdrawals prior to
         severance from employment as described above, in the case of a
         Participant for whom amounts have been transferred under Section 4.6,
         the Participant shall be entitled to take withdrawals hereunder in the
         circumstances in which withdrawals prior to severance from employment
         would have been permitted under the transferor plan, as set forth in
         Schedule B.

                  (b) In the case of a married Participant for whom amounts have
         been transferred under Section 4.6 from another plan and who has at any
         time elected an annuity form of payment under Section 8.7, no
         withdrawal may be made under this article unless (i) his or her spouse
         consents in writing to such withdrawal, such consent acknowledges the
         effect of the withdrawal and is witnessed by a Plan representative or a
         notary public, and such consent specifies the form of the withdrawal
         (i.e., a lump sum cash payment), or (ii) it is established to the
         satisfaction of the Committee that the foregoing consent may not be
         obtained because the spouse cannot be located, or because of such other
         circumstances as the Secretary of the Treasury may prescribe.

                                     - 15 -

<PAGE>

                       ARTICLE 7. LOANS TO PARTICIPANTS.

         7.1. IN GENERAL. Upon the written request of a Participant on a form
acceptable to the Committee, and subject to the conditions of this Article, the
Committee shall direct the Trustee to make a loan from the Trust to the
Participant. Notwithstanding the foregoing, a Participant who is an
owner-employee or member of the family (as defined in Code section 267(e)(4) of
an owner-employee is not eligible to receive a loan under this Article 7. An
"owner-employee" shall mean an owner employee as defined in Code section
401(c)(3), and shall include an employee or officer of an electing small
business (Subchapter S) corporation which is an Affiliated Employer who owns (or
is considered as owning within the meaning of Code section 318(a)(1)), on any
day during the taxable year of such corporation, more than 5% of the outstanding
stock of such corporation. For purposes of this Article, "Participant" includes
any Participant who is an Employee of a Participating Employer, and any other
Participant (or Beneficiary of a deceased Participant) who is a "party in
interest" within the meaning of ERISA section 3(14).

         7.2. RULES AND PROCEDURES. The Committee shall promulgate such rules
and procedures, not inconsistent with the express provisions of this Article, as
it deems necessary to carry out the purposes of this Article including, but not
limited to, rules for charging loan fees directly to a Participant's Accounts.
All such rules and procedures shall be deemed a part of the Plan for purposes of
the Department of Labor regulation section 2550.408b-1(d). Loans shall not be
made available to Participants who are Highly Compensated Employees in an amount
(determined under Department of Labor regulation section 2550.408b-1(b)) greater
than the amount made available to other Participants.

         7.3. MAXIMUM AMOUNT OF LOAN. The following limitations shall apply in
determining the amount of any loan to a Participant hereunder:

                  (a) The amount of the loan, together with any other
         outstanding indebtedness of the Participant under the Plan or any other
         qualified retirement plans of the Affiliated Employers, shall not
         exceed $50,000 reduced by the excess of (i) the highest outstanding
         loan balance of the Participant from such plans during the one-year
         period ending on the day prior to the date on which the loan is made,
         over (ii) the Participant's outstanding loan balance from such plans
         immediately prior to the loan.

                  (b) The amount of the loan shall not exceed 50% of the
         Participant's vested interest in his or her Accounts, determined as of
         the Valuation Date immediately preceding the date of the loan.

         7.4. MINIMUM AMOUNT OF LOANS; LIMIT ON NUMBER OF LOANS. The amount of
any single loan under this Plan shall not be less than $1,000. No more than two
loans may be outstanding to a Participant at any one time.

         7.5. NOTE; SECURITY; INTEREST. Each loan shall be evidenced by a note
signed by the Participant and shall be secured by the Participant's vested
interest in his or her Accounts, including in such security the note evidencing
the loan. The loan shall bear interest at a reasonable annual percentage
interest rate to be determined by the Committee. In determining the interest
rate, the

                                     - 16 -

<PAGE>

Committee shall take into consideration interest rates currently being charged
by persons in the business of lending money with respect to loans made in
similar circumstances.

         7.6. REPAYMENT. Each loan made to a Participant who is receiving
regular payments of compensation from a Participating Employer shall be
repayable by payroll deduction. Loans made to other Participants (and, in all
events, where payroll deduction is no longer practicable) shall be repayable in
such manner as the Committee may from time to time determine. The documents
evidencing a loan shall provide that payments shall be made not less frequently
than quarterly and over a specified term as determined by the Committee (but not
to exceed five years; ten years if the loan is being applied toward the purchase
of a principal residence for the Participant); such documents shall also require
that the loan be amortized with level payments of principal and interest. A
Participant may prepay all, but not less than all, of his or her loan at any
time, without penalty, by paying the loan principal then outstanding together
with interest accrued and unpaid to the date of payment. Notwithstanding the
foregoing, loan repayments may be suspended with respect to a Participant during
any period he or she is performing qualified military service (as defined under
Code section 414(u)) in accordance with Code section 414(u)(4).

         7.7. REPAYMENT UPON DISTRIBUTION. If, at the time benefits are to be
distributed (or to commence being distributed) to a Participant with respect to
a severance from employment, there remains any unpaid balance of a loan
hereunder, such unpaid balance shall, to the extent consistent with Department
of Labor regulations, become immediately due and payable in full. Such unpaid
balance, together with any accrued but unpaid interest on the loan, shall be
deducted from the Participant's Accounts, subject to the default provisions
below, before any distribution of benefits is made. Except as may be required in
order to comply (in a manner consistent with continued qualification of the Plan
under Code section 401(a)) with Department of Labor regulations, no loan shall
be made or remain outstanding with respect to a Participant under this Article
after the time distributions to the Participant with respect to a severance from
employment are to be paid or commence.

         7.8. DEFAULT. In the event of a default in making any payment of
principal or interest when due under the note evidencing any loan under this
Article, if such default continues for more than 90 days of the due date
thereof, the unpaid principal balance of the note shall immediately become due
and payable in full. Such unpaid principal, together with any accrued but unpaid
interest, shall thereupon be deducted from the Participant's Accounts, subject
to the further provisions of this Section. The amount so deducted shall be
treated as distributed to the Participant and applied by the Participant as a
payment of the unpaid interest and principal (in that order) under the note
evidencing such loan. In no event shall the Committee apply the Participant's
Accounts to satisfy the Participant's repayment obligation, whether or not he or
she is in default, unless the amount so applied otherwise could be distributed
in accordance with the Plan.

         7.9. NOTE AS TRUST ASSET. The note evidencing a loan to a Participant
under this Article shall be an asset of the Trust which is allocated to the
Account of such Participant, and shall for purposes of the Plan be deemed to
have a value at any given time equal to the unpaid principal balance of the note
plus the amount of any accrued but unpaid interest.

                                     - 17 -

<PAGE>

         7.10. NONDISCRIMINATION. Loans shall be made available under this
Article to all Participants on a reasonably equivalent basis, except that the
Committee may make reasonable distinctions based on creditworthiness.

         7.11. DESIGNATION OF ACCOUNTS. Loans shall be made from the
Participant's Accounts in such order as may be designated by the Committee, and
loan repayments shall be credited to such Accounts in the same order. Loan
repayments shall be allocated among the investment options in accordance with
the Participant's then-effective instructions regarding the investment of
contributions made on his or her behalf.

         7.12. SPOUSAL CONSENT TO LOANS TO CERTAIN FORMER PARTICIPANTS IN OTHER
PLANS. In the case of a married Participant for whom amounts have been
transferred under Section 4.6 from a transferor plan and who has at any time
elected an annuity form of payment under Section 8.7 or under the transferor
plan, no loan shall be made unless (a) the Participant's spouse consents in
writing to such loan and to the use of the Participant's Accounts as security
for the loan, and such consent acknowledges the effect of the loan and the use
of the Accounts as security, is witnessed by a Plan representative or a notary
public, and is provided no more than 90 days before the date on which the loan
is to be secured by the Accounts, or (b) it is established to the satisfaction
of the Committee that the foregoing consent may not be obtained because there is
no spouse, because the spouse cannot be located, or because of such other
circumstances as the Secretary of the Treasury may prescribe.

                                     - 18 -

<PAGE>

          ARTICLE 8. BENEFITS UPON DEATH OR SEVERANCE FROM EMPLOYMENT

         8.1. SEVERANCE FROM EMPLOYMENT FOR REASONS OTHER THAN DEATH. Following
a Participant's severance from employment of an Affiliated Employer for any
reason other than death, the Participant will receive the vested portion of his
or her Accounts in cash in a single sum or, if the Participant elects and the
value of such portion exceeds $5,000, in monthly, quarterly, semi-annual, or
annual installments, fixed installments or variable installments over a period
certain not to exceed the Participant's life expectancy or the joint life and
last survivor expectancy of the Participant and his or her Beneficiary. An
election to receive monthly, quarterly, semi-annual, or annual installment
distributions in lieu of a single sum, and the period over which such
installments are to be made, shall be made by the Participant on a form approved
by the Committee. Notwithstanding the foregoing, for Plan Years beginning on or
after January 1, 2002, the installment options described above shall be
available only with respect to a Participant whose annuity starting date is
earlier than the earlier of (i) the 90th day after notice that such benefit
forms will no longer be available is provided in accordance with Regulation
section 1.411(d)-4, Q&A-2(e)(1) and (ii) the first day of the second Plan Year
following the Plan Year in which the form of optional benefit is eliminated by
amendment.

         8.2. TIME OF DISTRIBUTIONS. Distribution with respect to a
Participant's severance from employment normally will be made as soon as
practicable after such severance. In the case of a Participant whose Accounts
are valued in excess of $5,000 and who has not yet attained the Normal
Retirement Age, however, distribution may not be made under this Section unless

                  (a) between the 30th and 90th day prior to the date
         distribution is to be made, the Committee notifies the Participant in
         writing that he or she may defer distribution until the Normal
         Retirement Age; and

                  (b) the Participant consents to the distribution in writing
         after the information described above has been provided to him or her,
         and files such consent with the Committee.

Notwithstanding the foregoing, such distribution may commence less than 30 days
after the required notification described above is given, provided that (i) the
Committee clearly informs the Participant that the Participant has a right to a
period of at least 30 days after receiving the notice to consider whether or not
to elect a distribution; and (ii) the Participant, after receiving the notice,
elects a distribution.

A Participant's Accounts will be considered to be valued in excess of $5,000 if
the value of such Accounts exceeds such amount at the time of the distribution
in question. Distribution under this Section in all events will be made no later
than the 60th day after the close of the Plan Year in which occurs the later of
the Participant's severance from employment or the Participant's attainment of
the Normal Retirement Age.

                                     - 19 -

<PAGE>

         8.3. AMOUNT OF DISTRIBUTION.

                  (a) Single Sums. In the case of a distribution to be made in a
         single sum, the amount of the distribution shall be determined as of
         the Valuation Date on which authorized distribution directions are
         received by the Trustee.

                  (b) Installments. To the extent allowed in Section 8.1, in the
         case of distributions to be made in monthly, quarterly, semi-annual, or
         annual installments, the aggregate installment amount for a particular
         calendar year (the "installment year") shall be determined by dividing

                           (i) the value of the vested portion of the
                  Participant's Accounts as of the last Valuation Date preceding
                  the distribution date by

                           (ii) the lesser of (A) the number of remaining
                  installment years in the installment period elected by the
                  Participant as of the beginning of the installment year and
                  (B) the number of years in the applicable remaining life
                  expectancy for the installment year determined pursuant to
                  regulations under Code section 401(a)(9).

         8.4. DISTRIBUTIONS AFTER A PARTICIPANT'S DEATH.

                  (a) Death Prior to Severance From Employment. If a Participant
         dies prior to his or her severance from the service of the
         Participating Employers, the Participant's Beneficiary will receive the
         Participant's Accounts in either of the following forms, as elected by
         the Beneficiary on a form approved by the Committee:

                           (i) in cash in a single sum as soon as practicable
                  following the Participant's death (but in no event later than
                  December 31 of the calendar year following the year of the
                  Participant's death); or

                           (ii) in monthly, quarterly, semi-annual, or annual
                  installments over a period certain not to exceed the life
                  expectancy of the Beneficiary, such installments to begin not
                  later than December 31 of the calendar year following the year
                  of the Participant's death and to be made in amounts
                  determined in the same manner as under Section 8.3(b) above.

                  (b) Death After Severance From Employment. If a Participant
         dies after severance from employment but before the complete
         distribution of his or her Accounts has been made, the Participant's
         Beneficiary will receive the vested portion of the Participant's
         Accounts. Distribution will be made in cash in a single sum as soon as
         practicable following the Participant's death (but no later than
         December 31 of the calendar year following the year of the
         Participant's death) provided, however, that if distribution to the
         Participant had begun following his or her severance from employment in
         a form elected by the Participant, distribution will continue to be
         made to the Beneficiary at least as rapidly in such form unless the
         Beneficiary elects to receive the distribution in cash in a single sum
         as soon as practicable following the Participant's death. Any such
         election must be made on a

                                     - 20 -

<PAGE>

         form approved by the Committee and must be received by the Committee
         within such period following the Participant's death as the Committee
         may prescribe.

Any distribution to a Beneficiary under this Section shall be determined as of
the Valuation Date that authorized distribution directions are received by the
Trustee.

         8.5. DESIGNATION OF BENEFICIARY. Subject to the provisions of this
Section, a Participant's Beneficiary shall be the person or persons and entity
or entities, if any, designated by the Participant from time to time on a form
approved by the Committee. In the absence of an effective beneficiary
designation, the full amount payable upon the death of the Participant shall be
paid to his or her surviving spouse or, if none, to his or her estate. If any
Beneficiary survives the Participant but dies prior to receipt of his or her
interest in the Participant's Account, such Beneficiary's remaining interest
shall be paid to the Beneficiary's estate (unless the Participant had
effectively designated a successor or contingent Beneficiary for the
Beneficiary's remaining interest). A nonspouse beneficiary designation by a
Participant who is married at the time of his or her death shall not be
effective unless

                  (a) prior to the Participant's death, the Participant's
         surviving spouse consented to and acknowledged the effect of the
         Participant's designation of a specific non-spouse Beneficiary
         (including any class of Beneficiaries or any contingent Beneficiaries)
         on a written form approved by the Committee and witnessed by a notary
         public or a duly authorized Plan representative; or

                  (b) it is established to the satisfaction of the Committee
         that spousal consent may not be obtained because there is no spouse,
         because the spouse has died (evidenced by a certificate of death),
         because the spouse cannot be located (based on information supplied by
         a government agency or independent investigator), or because of such
         other circumstances as the Secretary of the Treasury may prescribe; or

                  (c) the spouse had earlier executed a general consent form
         permitting the Participant (i) to select from among certain specified
         beneficiaries without any requirement of further consent by the spouse
         (and the Participant designates a Beneficiary from the specified list),
         or (ii) to change his or her Beneficiary without any requirement of
         further consent by the spouse. Any such general consent shall be on a
         form approved by the Committee, and must acknowledge that the spouse
         has the right to limit consent to a specific beneficiary and that the
         spouse voluntarily elects to relinquish such right.

In the event a spouse is legally incompetent to give consent, the spouse's legal
guardian, even if the guardian is the Participant, may give consent on behalf of
the spouse. Any consent and acknowledgment by (or on behalf of) a spouse, or the
establishment that the consent and acknowledgment cannot be obtained, shall be
effective only with respect to such spouse, but shall be irrevocable once made.

         8.6. DIRECT ROLLOVERS OF ELIGIBLE DISTRIBUTIONS. Notwithstanding any
provision of the Plan to the contrary that may otherwise limit a distributee's
election under this Section, a distributee

                                     - 21 -

<PAGE>

may elect, at the time and in the manner prescribed by the Committee, to have
any portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover. For purposes
of this Section, the following terms have the following meanings:

                  (a) 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 of the distributee
         and the distributee's 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); any distribution that is made on
         account of hardship; and the portion of any distribution that is not
         includible in gross income (determined without regard to the exclusion
         for net unrealized appreciation with respect to employer securities).
         Notwithstanding the foregoing, with respect to distributions made after
         December 31, 2001, a portion of a distribution shall not fail to be an
         eligible rollover distribution merely because the portion consists of
         after-tax Employee Contributions which are not includible in gross
         income. However, such portion may be transferred only to an individual
         retirement account or annuity described in section 408(a) or (b) of the
         Code, or to a qualified defined contribution plan described in section
         401(a) or 403(a) of the Code that agrees to account separately for
         amounts so transferred, including separately accounting for the portion
         of such distribution which is includible in gross income and the
         portion of such distribution which is not so includible.

                  (b) with respect to a distributee, 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). With respect to
         distributions made after December 31, 2001, an "eligible retirement
         plan" shall also mean an annuity contract described in section 403(b)
         of the Code and an eligible plan under section 457(b) of the Code which
         is maintained by a state, political subdivision of a state, or any
         agency or instrumentality of a state or political subdivision of a
         state and which agrees to account separately for amounts transferred
         into such plan from this Plan. Notwithstanding the foregoing, for
         distributions prior to January 1, 2002, with respect to a distributee
         who is a Participant's surviving spouse or a spouse or former spouse
         who is the alternate payee under a qualified domestic relations order
         as defined in section 414(p) of the Code, an eligible retirement plan
         is only an individual retirement account or an individual retirement
         annuity.

                  (c) 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 an
         alternate payee under a Qualified Domestic Relations Order, are
         distributees with regard to the interest of the spouse or former
         spouse.

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

                                     - 22 -

<PAGE>

         8.7. PROTECTED FORMS OF BENEFIT. Notwithstanding any provision of this
Plan to the contrary, in the event that the Plan Sponsor directs the Trustee to
accept Plan assets for the benefit of Participants from another qualified
retirement plan in connection with a merger or acquisition, or the adoption of
the Plan by a Participating Employer, the Account balance attributable to such
benefit shall be payable in the benefit form or forms so provided under the
predecessor plan to the extent required by Code section 411(d)(6) and
Regulations promulgated thereunder, or any successor Code provision (which forms
of benefits shall be set forth on Schedule B to this Plan and identified with
the appropriate Participating Employer); provided that, a form of benefit shall
be retained pursuant to this Section only with respect to a Participant whose
annuity starting date is earlier than the earlier of (i) the 90th day after
notice that such form of optional benefit will no longer be available is
provided in accordance with Regulation section 1.411(d)-4, Q&A-2(e)(1) and (ii)
the first day of the second Plan Year following the Plan Year in which the term
of optional benefit is eliminated by amendment.

         8.8. DISTRIBUTION RESTRICTIONS FOR ELECTIVE CONTRIBUTIONS.
Notwithstanding anything in the Plan to the contrary, a Participant's Elective
Contribution Account shall be distributable only in accordance with Code section
401(k).

                                     - 23 -

<PAGE>

                           ARTICLE 9. ADMINISTRATION.

         9.1. COMMITTEE. The Plan will be administered by a committee of
individuals selected by the Board of Directors to serve at its pleasure. The
Committee will be a "named fiduciary" for purposes of Section 402(a)(1) of ERISA
with authority to control and manage the operation and administration of the
Plan, and will be responsible for complying with all of the reporting and
disclosure requirements of Part 1 of Subtitle B of Title I of ERISA. The
Committee will not, however, have any authority over the investment of assets of
the Trust in its capacity as Committee.

         9.2. POWERS OF COMMITTEE. The Committee will have full discretionary
power to administer the Plan in all of its details, subject, however, to the
requirements of ERISA. For this purpose the Committee's discretionary power will
include, but will not be limited to, the following authority:

                  (a) to make and enforce such rules and regulations as it deems
         necessary or proper for the efficient administration of the Plan or
         required to comply with applicable law;

                  (b) to interpret the Plan;

                  (c) to decide all questions concerning the Plan and the
         eligibility of any person to participate in the Plan;

                  (d) to compute the amounts to be distributed under the Plan,
         and to determine the person or persons to whom such amounts will be
         distributed;

                  (e) to authorize the payment of distributions;

                  (f) to keep such records and submit such filings, elections,
         applications, returns or other documents or forms as may be required
         under the Code and applicable regulations, or under other federal,
         state or local law and regulations;

                  (g) to allocate and delegate its ministerial duties and
         responsibilities and to appoint such agents, counsel, accountants and
         consultants as may be required or desired to assist in administering
         the Plan; and

                  (h) to allocate and delegate its fiduciary responsibilities in
         accordance with ERISA section 405.

         9.3. EFFECT OF INTERPRETATION OR DETERMINATION. Any interpretation of
the Plan or other determination with respect to the Plan by the Committee shall
be final and conclusive on all persons in the absence of clear and convincing
evidence that the Committee acted arbitrarily and capriciously.

         9.4. RELIANCE ON TABLES, ETC. In administering the Plan, the Committee
will be entitled, to the extent permitted by law, to rely conclusively on all
tables, valuations, certificates, opinions and reports which are furnished by
any accountant, trustee, counsel or other expert who is employed or engaged by
the Committee or by the Plan Sponsor on the Committee's behalf.

                                     - 24 -

<PAGE>

         9.5. CLAIMS AND REVIEW PROCEDURES. The Committee shall adopt procedures
for the filing and review of claims in accordance with ERISA section 503.

         9.6. INDEMNIFICATION OF COMMITTEE AND ASSISTANTS. Each Participating
Employer agrees, jointly and severally, to indemnify and defend to the fullest
extent of the law any Employee or former Employee (a) who serves or has served
as a Committee member, (b) who has been appointed to assist the Committee in
administering the Plan, or (c) to whom the Committee has delegated any of its
duties or responsibilities against any liabilities, damages, costs and expenses
(including attorneys' fees and amounts paid in settlement of any claims approved
by the Plan Sponsor) occasioned by any act or omission to act in connection with
the Plan, if such act or omission to act is in good faith and without gross
negligence.

         9.7. ANNUAL REPORT. The Committee shall submit annually to the Plan
Sponsor a report showing in reasonable summary form, the financial position of
the Trust and giving a brief account of the operations of the Plan for the past
year, and such further information as the Plan Sponsor may reasonably require.

                                     - 25 -

<PAGE>

                     ARTICLE 10. AMENDMENT AND TERMINATION.

         10.1. AMENDMENT. The Plan Sponsor reserves the power at any time or
times to amend the provisions of the Plan and Trust to any extent and in any
manner that it may deem advisable. Upon delivery to the Trustee and each
Participating Employer of an amendment adopted by the Board of Directors, the
Plan shall be amended at the time and in the manner set forth therein, and all
Participants and all persons claiming an interest hereunder shall be bound
thereby. Notwithstanding the foregoing, no action by the Board of Directors
shall be required to amend the Plan to revise Schedule A, regarding the addition
or removal of Participating Employers, or Schedule B, regarding a merger of, or
transfer of accounts from, another plan into the Plan. Moreover, the Plan
Sponsor may amend or modify any plan provisions which relate to ERISA section
404(c) compliance, including changes which would eliminate the Plan's status as
an ERISA section 404(c) plan. However, the Plan Sponsor will not have the power:

                  (a) to amend the Plan or Trust in such manner as would cause
         or permit any part of the assets of the Trust to be diverted to
         purposes other than for the exclusive benefit of each Participant and
         his or her Beneficiary (except as permitted by the Plan with respect to
         Qualified Domestic Relations Orders or the return of contributions upon
         nondeductibility, mistake of fact, or the failure to qualify
         initially), unless such amendment is required or permitted by law,
         governmental regulation or ruling; or

                  (b) to amend the Plan or Trust retroactively in such a manner
         as would reduce the accrued benefit of any Participant, except as
         otherwise permitted or required by law. For purposes of this paragraph,
         an amendment which has the effect of decreasing a Participant's Account
         balance or eliminating an optional form of benefit, with respect to
         benefits attributable to service before the amendment, shall be treated
         as reducing an accrued benefit.

         10.2. TERMINATION. The Plan Sponsor has established the Plan and
authorized the establishment of the Trust with the bona fide intention and
expectation that contributions will be continued indefinitely, but may
discontinue contributions under the Plan or terminate the Plan at any time by
written notice delivered to the Trustee without liability whatsoever for any
such discontinuance or termination. In addition, the Participating Employers
will have no obligation or liability whatsoever to maintain the Plan for any
given length of time and may cease to be Participating Employers in a manner
acceptable to the Plan Sponsor.

         10.3. DISTRIBUTIONS UPON TERMINATION OF THE PLAN. Upon termination of
the Plan by the Plan Sponsor, the Trustee will distribute to each Participant
(or other person entitled to distribution) the value of the Participant's
Accounts in a single sum as soon as practicable following such termination. The
amount of such distribution shall be determined as of the Valuation Date that
authorized distribution directions are received by the Trustee.

         10.4. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. In case
of any merger or consolidation of the Plan with, or transfer of assets and
liabilities of the Plan to, any other plan, provision must be made so that each
Participant would, if the Plan then terminated, receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit he or she would have been entitled to receive immediately before the
merger, consolidation or transfer if the Plan had then terminated.

                                     - 26 -

<PAGE>

                      ARTICLE 11. LIMITS ON CONTRIBUTIONS.

         11.1. CODE SECTION 404 LIMITS. The sum of the contributions made by
each Participating Employer under the Plan for any Plan Year shall not exceed
the maximum amount deductible under the applicable provisions of the Code. All
contributions under the Plan made by a Participating Employer are expressly
conditioned on their deductibility under Code section 404 for the taxable year
when paid (or treated as paid under Code section 404(a)(6)).

         11.2. CODE SECTION 415 LIMITS.

                  (a) Incorporation by reference. Code section 415 is hereby
         incorporated by reference into the Plan.

                  (b) Annual addition. The Committee shall determine an "annual
         addition" for each Participant for each limitation year, which shall
         consist of the following amounts:

                           (i) Elective Contributions allocated to the
                  Participant's Accounts for the year;

                           (ii) Matching Contributions allocated to the
                  Participant's Accounts for the year;

                           (iii) Qualified Nonelective Contributions allocated
                  to the Participant's Accounts for the year;

                           (iv) Employee Contributions allocated to the
                  Participant's Accounts for the year;

                           (v) forfeitures;

                           (vi) amounts allocated to an individual medical
                  amount (as defined in Code section 415(l)(2)) which is part of
                  a pension or annuity plan maintained by an Affiliated
                  Employer; and

                           (vii) amounts derived from contributions paid or
                  accrued 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 fund (as defined in Code section 419(e)) maintained by
                  an Affiliated Employer.

                  (c) General limitation on annual additions. The annual
         addition of a Participant under (b) above for any limitation year, when
         added to the annual additions to his or her accounts for such year
         under all other defined contribution plans maintained by the Affiliated
         Employers, shall not exceed the lesser of (i) $30,000 (increased from
         time to time in accordance with Code section 415(d)), or (ii) 25% of
         the Participant's Compensation for such limitation year. For Plan Years
         beginning on or after January 1, 2002, the amount in (i) above shall be
         $40,000 (increased from time to time in accordance with Code section
         415(d) and the amount in (ii) above shall be 100% of the Participant's
         Compensation for

                                     - 27 -

<PAGE>

         such limitation year (or such other percentage as provided by Code
         section 415). The compensation limit referred to in (ii) above shall
         not apply to any contribution for medical benefits after separation
         from service (within the meaning of section 401(h) or section
         419A(f)(2) of the Code), which is otherwise treated as an annual
         addition.

                  (d) Limitation Year. For purposes of determining the Code
         section 415 limits under the Plan, the "limitation year" shall be the
         Plan Year.

                  (e) Order of reductions. To the extent necessary to satisfy
         the limitations of Code section 415 for any Participant, the annual
         addition which would otherwise be made on behalf of the Participant
         under the Plan shall be reduced before the Participant's benefit is
         reduced under any and all defined benefit plans, and before the
         Participant's annual addition is reduced under any other defined
         contribution plan.

                  (f) Return of excess contributions. If, as a result of a
         reasonable error in estimating a Participant's Compensation for a Plan
         Year or limitation year, 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 individual under the limits of
         Code section 415, or under such other facts and circumstances as may be
         permitted under regulation or by the Internal Revenue Service, the
         annual addition under the Plan for a Participant would cause the Code
         section 415 limitations for a limitation year to be exceeded, the
         excess amounts shall be treated in accordance with the rules provided
         in Internal Revenue Service Reg. Section 1.415-6(b)(6).

         11.3. CODE SECTION 402(G) LIMITS.

                  (a) In general. The maximum amount of Elective Contributions
         made on behalf of any Participant for any calendar year, when added to
         the amount of elective deferrals under all other plans, contracts and
         arrangements of an Affiliated Employer with respect to the Participant
         for the calendar year), shall in no event exceed the maximum applicable
         limit in effect for the calendar year under Regulation section
         1.402(g)-1(d). For purposes of the Plan, an individual's elective
         deferrals for a taxable year are the sum of the following:

                           (i) Any elective contribution under a qualified cash
                  or deferred arrangement (as defined in Code section 401(k)) to
                  the extent not includible in the individual's gross income for
                  the taxable year on account of Code section 402(a)(8) (before
                  applying the limits of Code section 402(g) or this section);

                           (ii) Any employer contribution to a simplified
                  employee pension (as defined in code section 408(k) to the
                  extent not includible in the individual's gross income for the
                  taxable year on account of Code section 402(h)(1)(B) (before
                  applying the limits of Code section 402(g)); and

                           (iii) Any employer contribution to a custodial
                  account or annuity contract under section 403(b) under a
                  salary reduction agreement (within the meaning of Code section
                  3121(a)(5)(D)), to the extent not includible in the
                  individual's gross

                                     - 28 -

<PAGE>

                  income for the taxable year on account of Code section 403(b)
                  before applying the limits of Code section 402(g).

         A Participant will be considered to have made "excess deferrals" for a
         taxable year to the extent that the Participant's elective deferrals
         for the taxable year exceed the applicable limit described above for
         the year.

                  (b) Distribution of excess deferrals. In the event that an
         amount is included in a Participant's gross income for a taxable year
         as a result of an excess deferral under Code section 402(g), and the
         Participant notifies the Committee on or before the March 1 following
         the taxable year that all or a specified part of an Elective
         Contribution made for his or her benefit represents an excess deferral,
         the Committee shall make every reasonable effort to cause such excess
         deferral, adjusted for allocable income, to be distributed to the
         Participant no later than the April 15 following the calendar year in
         which such excess deferral was made. The income allocable to excess
         deferrals is equal to the allocable gain or loss for the taxable year
         of the individual, but not the allocable gain or loss for the period
         between the end of the taxable year and the date of distribution (the
         "gap period"). Income allocable to excess deferrals for the taxable
         year shall be determined by multiplying the gain or loss attributable
         to the Participant's Elective Contribution Account for the taxable year
         by a fraction, the numerator of which is the Participant's excess
         deferrals for the taxable year, and the denominator of which is the sum
         of the Participant's Elective Contribution Account balance as of the
         beginning of the taxable year plus the Participant's Elective
         Contributions for the taxable year. No distribution of an excess
         deferral shall be made during the taxable year of a Participant in
         which the excess deferral was made unless the correcting distribution
         is made after the date on which the Plan received the excess deferral
         and both the Participant and the Plan designate the distribution as a
         distribution of an excess deferral. The amount of any excess deferrals
         that may be distributed to a Participant for a taxable year shall be
         reduced by the amount of Elective Contributions that were excess
         contributions and were previously distributed to the Participant for
         the Plan Year beginning with or within such taxable year.

                  (c) Treatment of excess deferrals. For other purposes of the
         Code, including Code sections 401(a)(4), 401(k)(3), 404, 409, 411, 412,
         and 416, excess deferrals must be treated as employer contributions
         even if they are distributed in accordance with paragraph (b) above.
         However, excess deferrals of a non-Highly Compensated Employee are not
         to be taken into account for purposes of Code section 401(k)(3) (the
         actual deferral percentage test) to the extent the excess deferrals are
         prohibited under Code section 401(a)(30). Excess deferrals are also to
         be treated as employer contributions for purposes of Code section 415
         unless distributed under paragraph (b) above.

         11.4. CODE SECTION 401(K)(3) LIMITS.

                  (a) In general. Elective Contributions made under the Plan are
         subject to the limits of Code section 401(k)(3), as more fully
         described below. The Plan provisions relating to the 401(k)(3) limits
         are to be interpreted and applied in accordance with Code sections
         401(k)(3) and 401(a)(4), which are hereby incorporated by reference,
         and in such manner as

                                     - 29 -

<PAGE>

         to satisfy such other requirements relating to Code section 401(k) as
         may be prescribed by the Secretary of the Treasury from time to time.

                  (b) Actual deferral ratios. For each Plan Year, the Committee
         will determine the "actual deferral ratio" for each Participant who is
         eligible for Elective Contributions. The actual deferral ratio shall be
         the ratio, calculated to the nearest one-hundredth of one percent, of
         the Elective Contributions (plus any Qualified Nonelective
         Contributions treated as Elective Contributions) made on behalf of the
         Participant for the Plan Year to the Participant's Compensation for the
         Plan Year. For purposes of determining a Participant's actual deferral
         ratio,

                           (i) Elective Contributions will be taken into account
                  only if each of the following requirements are satisfied:

                                    (A) the Elective Contribution is allocated
                           to the Participant's Elective Contribution Account as
                           of a date within the Plan Year is not contingent upon
                           participation in the Plan or performance of services
                           on any date subsequent to that date, and is actually
                           paid to the Trust no later than the end of the
                           12-month period immediately following the Plan Year
                           to which the contribution relates; and

                                    (B) the Elective Contribution relates to
                           Compensation that either would have been received by
                           the Participant in the Plan Year but for the
                           Participant's election to defer under the Plan, or is
                           attributable to services performed in the Plan Year
                           and, but for the Participant's election to defer,
                           would have been received by the Participant within 2
                           1/2 months after the close of the Plan Year.

                  To the extent Elective Contributions which meet the
                  requirements of (A) and (B) above constitute excess deferrals,
                  they will be taken into account for each Highly Compensated
                  Employee, but will not be taken into account for any
                  non-Highly Compensated Employee;

                           (ii) in the case of a Participant who is a Highly
                  Compensated Employee for the Plan Year and is eligible to have
                  elective deferrals (and qualified nonelective contributions,
                  to the extent treated as elective deferrals) allocated to his
                  or her accounts under two or more cash or deferred
                  arrangements described in Code section 401(k) maintained by an
                  Affiliated Employer, the Participant's actual deferral ratio
                  shall be determined as if such elective deferrals (as well as
                  qualified nonelective or qualified) are made under a single
                  arrangement, and if two or more of the cash or deferred
                  arrangements have different Plan Years, all Plan Years ending
                  with or within the same calendar year shall be treated as a
                  single Plan Year;

                           (iii) the applicable period for determining
                  Compensation for each Participant for a Plan Year shall be the
                  12-month period ending on the last day of such Plan Year;
                  provided, that to the extent permitted under Regulations, the
                  Committee may

                                     - 30 -

<PAGE>

                  choose, on a uniform basis, to treat as the applicable period
                  only that portion of the Plan Year during which the individual
                  was eligible to make Elective Contributions;

                           (iv) Qualified Nonelective Contributions made on
                  behalf of Participants who are eligible to receive Elective
                  Contributions shall be treated as Elective Contributions to
                  the extent permitted by Regulation section 1.401(k)-1(b)(5);

                           (v) in the event that the Plan satisfies the
                  requirements of Code sections 401(k), 410(a)(4), or 410(b)
                  only if aggregated with one or more other plans with the same
                  plan year, or if one or more other plans with the same Plan
                  Year satisfy such Code sections only if aggregated with this
                  Plan, then this section shall be applied by determining the
                  actual deferral ratios as if all such plans were a single
                  plan;

                           (vi) An employee who would be a Participant but for
                  the failure to make Elective Contributions shall be treated as
                  a Participant on whose behalf no Elective Contributions are
                  made; and

                           (vii) Elective Contributions which are made on behalf
                  of non-Highly Compensated Employees which could be used to
                  satisfy the Code section 401(k)(3) limits but are not
                  necessary to be taken into account in order to satisfy such
                  limits, may instead be taken into account for purposes of the
                  Code section 401(m) limits to the extent permitted by
                  Regulation sections 1.401(m)-1(b)(5).

                  (c) Actual deferral percentages. Each Plan Year, the actual
         deferral ratios for all Highly Compensated Employees who are eligible
         for Elective Contributions for a Plan Year shall be averaged to
         determine the actual deferral percentage for the highly compensated
         group for the Plan Year, and the actual deferral ratios for all
         Employees who are not Highly Compensated Employees but are eligible for
         Elective Contributions for the Plan Year shall be averaged to determine
         the actual deferral percentage for the nonhighly compensated group for
         the Plan Year.

                  (d) Actual deferral percentage tests. For a Plan Year, at
         least one of the following tests must be satisfied:

                           (i) the highly compensated group's actual deferral
                  percentage for the Plan Year does not exceed 125% of the prior
                  year actual deferral percentage for the prior year nonhighly
                  compensated group; or

                           (ii) the excess of the actual deferral percentage for
                  the highly compensated group for the Plan Year over the prior
                  year actual deferral percentage for the prior year nonhighly
                  compensated group does not exceed two percentage points, and
                  the actual deferral percentage for the highly compensated
                  group for the Plan Year does not exceed twice the prior year
                  actual deferral percentage for the prior year nonhighly
                  compensated group.

         For purposes of satisfying the above tests for a Plan Year, the "prior
         year actual deferral percentage for the prior year nonhighly
         compensated group" refers to the actual deferral

                                     - 31 -

<PAGE>

         percentage determined for the immediately preceding Plan Year for the
         nonhighly compensated group existing during such preceding Plan Year.
         Notwithstanding the foregoing, in satisfying the above tests, the
         Committee may elect, in accordance with Code section 401(k)(3) and
         applicable regulations, to use the actual deferral percentage for the
         nonhighly compensated group determined for the current Plan Year.

                  (e) Adjustments by Committee. If, prior to the time all
         Elective Contributions for a Plan Year have been contributed to the
         Trust, the Committee determines that Elective Contributions are being
         made at a rate which will cause the Code section 401(k)(3) limits to be
         exceeded for the Plan Year, the Committee may, in its sole discretion,
         limit the amount of Elective Contributions to be made with respect to
         one or more Highly Compensated Employees for the balance of the Plan
         Year by suspending or reducing Elective Contribution elections to the
         extent the Committee deems appropriate. Any Elective Contributions
         which would otherwise be made to the Trust shall instead be paid to the
         affected Participant in cash.

                  (f) Excess contributions. If the Code section 401(k)(3) limits
         have not been met for a Plan Year after all contributions for the Plan
         Year have been made, the Committee will determine the amount of excess
         contributions with respect to Participants who are Highly Compensated
         Employees in the manner prescribed by Code section 401(k)(8) and by
         applicable regulations.

                  (g) Distribution of excess contributions. A Participant's
         excess contributions, adjusted for income, will be designated by the
         Participating Employer as a distribution of excess contributions and
         distributed to the Participant. The income allocable to excess
         contributions is equal to the allocable gain or loss for the Plan Year,
         but not the allocable gain or loss for the period between the end of
         the Plan Year and the date of distribution (the "gap period"). Income
         allocable to excess contributions for the Plan Year shall be determined
         by multiplying the gain or loss attributable to the Participant's
         Elective Contribution Account and QNEC Account balances by a fraction,
         the numerator of which is the excess contributions for the Participant
         for the Plan Year, and the denominator of which is the sum of the
         Participant's Elective Contribution Account and QNEC Account balances
         as of the beginning of the Plan Year plus the Participant's Elective
         Contributions and Qualified Nonelective Contributions for the Plan
         Year. Distribution of excess contributions will be made after the close
         of the Plan Year to which the contributions relate, but within 12
         months after the close of such Plan Year. Excess contributions shall be
         treated as annual additions under the Plan, even if distributed under
         this paragraph.

                  (h) Special rules. For purposes of distributing excess
         contributions, the amount distributed with respect to a Highly
         Compensated Employee for a Plan Year shall be reduced by the amount of
         excess deferrals previously distributed to the Highly Compensated
         Employee for his or her taxable year ending with or within such Plan
         Year.

                  (i) Recordkeeping requirement. The Committee, on behalf of the
         Participating Employers, shall maintain such records as are necessary
         to demonstrate compliance with the

                                     - 32 -

<PAGE>

         Code section 401(k)(3) limits, including the extent to which Qualified
         Nonelective Contributions are taken into account in determining the
         actual deferral ratios.

                  (j) Excise tax where failure to correct. If the excess
         contributions are not corrected within 2 1/2 months after the close of
         the Plan Year to which they relate, the Participating Employers will be
         liable for a 10 percent excise tax on the amount of excess
         contributions attributable to them, to the extent provided by Code
         section 4979. Qualified Nonelective Contributions properly taken into
         account under this Section for the Plan Year may enable the Plan to
         avoid having excess contributions, even if the contributions are made
         after the close of the 2 1/2 month period.

         11.5. CODE SECTION 401(m) LIMITS.

                  (a) In General. Matching Contributions made under the Plan are
         subject to the limits of Code section 401(m), as more fully described
         below. The Plan provisions relating to the 401(m) limits are to be
         interpreted and applied in accordance with Code sections 401(m) and
         401(a)(4), which are hereby incorporated by reference, and in such
         manner as to satisfy such other requirements relating to Code section
         401(m) as may be prescribed by the Secretary of the Treasury from time
         to time.

                  (b) Actual contribution ratios. For each Plan Year, the
         Administrator will determine the "actual contribution ratio" for each
         Participant who is eligible for Matching Contributions. The actual
         contribution ratio shall be the ratio, calculated to the nearest
         one-hundredth of one percent, of the sum of the Matching Contributions
         and Qualified Nonelective Contributions which are not treated as
         Elective Contributions made on behalf of the Participant for the Plan
         Year, to the Participant's Compensation for the Plan Year. For purposes
         of determining a Participant's actual contribution ratio,

                           (i) A Matching Contribution will be taken into
                  account only if the Contribution is allocated to a
                  Participant's Account as of a date within the Plan Year, is
                  actually paid to the Trust no later than 12 months after the
                  close of the Plan Year, and is made on behalf of a Participant
                  on account of the Participant's Elective Contributions for the
                  Plan Year;

                           (ii) in the case of a Participant who is a Highly
                  Compensated Employee for the Plan Year and is eligible to have
                  Matching Contributions or employee contributions (including
                  amount treated as Matching Contributions) allocated to his or
                  her accounts under two or more plans maintained by an
                  Affiliated Employer which may be aggregated for purposes of
                  Code sections 410(b) and 401(a)(4), the Participant's actual
                  contribution ratio shall be determined as if such
                  contributions are made under a single plan, and if two or more
                  of the plans have different Plan Years, all Plan Years ending
                  with or within the same calendar year shall be treated as a
                  single Plan Year;

                           (iii) the applicable period for determining
                  Compensation for each Participant for a Plan Year shall be the
                  12-month period ending on the last day of such Plan Year;
                  provided that to the extent permitted under Regulations, the
                  Administrator

                                     - 33 -

<PAGE>

                  may choose, on a uniform basis, to treat as the applicable
                  period only that portion of the Plan Year during which the
                  individual was eligible for Matching Contributions;

                           (iv) Elective Contributions not applied to satisfy
                  the Code section 401(k)(3) limits and Qualified Nonelective
                  Contributions not treated as Elective Contributions may be
                  treated as Matching Contributions to the extent permitted by
                  Regulation section 1.401(m)-1(b)(5);

                           (v) in the event that the Plan satisfies the
                  requirements of Code sections 401(k), 410(a)(4), or 410(b)
                  only if aggregated with one or more other plans with the same
                  Plan Year, or if one or more other plans with the same Plan
                  Year satisfy such Code sections only if aggregated with this
                  Plan, then this section shall be applied by determining the
                  actual deferral ratios as if all such plans were a single
                  plan; and

                           (vi) any forfeitures under the Plan which are applied
                  against Matching Contributions shall be treated as Matching
                  Contributions.

                  (c) Actual contribution percentages. Each Plan Year, the
         actual contribution ratios for all Highly Compensated Employees who are
         eligible for Matching Contributions for a Plan Year shall be averaged
         to determine the actual contribution percentage for the highly
         compensated group for the Plan Year, and the actual contribution ratios
         for all Employees who are not Highly Compensated Employees but are
         eligible for Matching Contributions for the Plan Year shall be averaged
         to determine the actual contribution percentage for the nonhighly
         compensated group for the Plan Year.

                  (d) Actual contribution percentage tests. For a Plan Year, at
         least one of the following tests must be satisfied:

                           (i) the highly compensated group's actual
                  contribution percentage for the Plan Year does not exceed 125%
                  of the prior year actual contribution percentage for the prior
                  year nonhighly compensated group; or

                           (ii) the excess of the actual contribution percentage
                  for the highly compensated group for the Plan Year over the
                  prior year actual contribution percentage for the prior year
                  nonhighly compensated group does not exceed two percentage
                  points, and the actual contribution percentage for the highly
                  compensated group for the Plan Year does not exceed twice the
                  prior year actual contribution percentage for the prior year
                  nonhighly compensated group.

         For purposes of satisfying the above tests for a Plan Year, the "prior
         year actual contribution percentage for the prior year nonhighly
         compensated group" refers to the actual contribution percentage
         determined for the immediately preceding Plan Year for the nonhighly
         compensated group existing during such preceding Plan Year.
         Notwithstanding the foregoing, in satisfying the above tests, the
         Committee may elect, in accordance with Code section 401(m)(2) and
         applicable regulations, to use the actual contribution percentage for
         the nonhighly compensated group calculated for the current Plan Year.

                                     - 34 -

<PAGE>

                  (e) Multiple use test. In the event that (i) the actual
         deferral percentage and actual contribution percentage for the highly
         compensated group exceed 125% of the respective actual deferral and
         actual contribution percentages for the nonhighly compensated group,
         and (ii) the sum of the actual deferral percentage and the actual
         contribution percentage for the highly compensated group exceeds the
         "aggregate limit" within the meaning of Regulation section
         1.401(m)-2(b)(3), the Administrator shall reduce the actual
         contribution ratios of Highly Compensated Employees who had both an
         actual deferral ratio and an actual contribution ratio for the Plan
         Year to the extent required by such section and in the same manner as
         described in paragraph (f) below. The multiple use test described in
         Treasure Regulation section 401(m)-2 and this Section shall not apply
         for Plan Years beginning after December 31, 2001.

                  (f) Adjustments by Administrator. If, prior to the time all
         Matching Contributions for a Plan Year have been contributed to the
         Trust, the Administrator determines that such contributions are being
         made at a rate which will cause the Code section 401(m) limits to be
         exceeded for the Plan Year, the Administrator may, in its sole
         discretion, limit the amount of such contributions to be made with
         respect to one or more Highly Compensated Employees for the balance of
         the Plan Year by limiting the amount of such contributions to the
         extent the Administrator deems appropriate.

                  (g) Excess aggregate contributions. If the Code section 401(m)
         limits have not been satisfied for a Plan Year after all contributions
         for the Plan Year have been made, the excess of the aggregate amount of
         the Matching

         Contributions (and any Qualified Nonelective Contribution or elective
         deferral taken into account in computing the actual contribution
         percentages) actually made on behalf of Highly Compensated Employees
         for the Plan Year over the maximum amount of such contributions
         permitted under Code section 401(m)(2)(A) shall be considered to be
         "excess aggregate contributions". The Committee will determine the
         amount of excess aggregate contributions with respect to Participants
         who are Highly Compensated Employees in the manner prescribed by Code
         section 401(m)(6)(C) and by applicable regulations

                  (h) Distribution of excess aggregate contributions. A
         Participant's excess aggregate contributions, adjusted for income, will
         be designated by the Participating Employer as a distribution of excess
         aggregate contributions, and distributed to the Participant. The income
         allocable to excess aggregate contributions is equal to the allocable
         gain or loss for the taxable year of the individual, but not the
         allocable gain or loss for the period between the end of the taxable
         year and the date of distribution (the "gap period"). Income allocable
         to excess aggregate contributions for the taxable year shall be
         determined by multiplying the gain or loss attributable to the
         Participant's Matching Contribution Account balances by a fraction, the
         numerator of which is the excess aggregate contributions for the
         Participant for the Plan Year, and the denominator of which is the sum
         of the Participant's Matching Contribution Account balances as of the
         beginning of the Plan Year plus the Participant's Matching
         Contributions for the Plan Year. Distribution of excess aggregate
         contributions will be made after the close of the Plan Year to which
         the contributions relate, but within 12 months after the close of such
         Plan Year. Excess aggregate contributions shall be treated as

                                     - 35 -

<PAGE>

         employer contributions for purposes of Code sections 401(a)(4), 404,
         and 415 even if distributed from the Plan.

                  (i) Recordkeeping requirement. The Administrator, on behalf of
         the Participating Employers, shall maintain such records as are
         necessary to demonstrate compliance with the Code section 401(m)
         limits, including the extent to which Elective Contributions and
         Qualified Nonelective Contributions are taken into account in
         determining the actual contribution ratios.

                  (j) Excise tax where failure to correct. If the excess
         aggregate contributions are not corrected within 2 1/2 months after the
         close of the Plan Year to which they relate, the Participating
         Employers will be liable for a 10 percent excise tax on the amount of
         excess aggregate contributions attributable to them, to the extent
         provided by Code section 4979. Qualified Nonelective Contributions
         properly taken into account under this section for the Plan Year may
         enable the Plan to avoid having excess aggregate contributions, even if
         the contributions are made after the close of the 2 1/2 month period.

                                     - 36 -

<PAGE>

                   ARTICLE 12. SPECIAL TOP-HEAVY PROVISIONS.

         12.1. PROVISIONS TO APPLY. The provisions of this Article shall apply
for any top-heavy Plan Year notwithstanding anything to the contrary in the
Plan.

         12.2. MINIMUM CONTRIBUTION. For any Plan Year which is a top-heavy plan
year, the Participating Employers shall contribute to the Trust a minimum
contribution on behalf of each Participant who is not a key employee for such
year and who has not separated from service from the Affiliated Employers by the
end of the Plan Year, regardless of whether or not the Participant has elected
to make Elective Contributions for the Year. The minimum contribution shall, in
general, equal 3% of each such Participant's Compensation, but shall be subject
to the following special rules:

                  (a) If the largest contribution on behalf of a key employee
         for such year, taking into account only Elective Contributions,
         Matching Contributions (if any), Discretionary Contributions and
         Qualified Nonelective Contributions, is equal to less than 3% of the
         key employee's Compensation, such lesser percentage shall be the
         minimum contribution percentage for Participants who are not key
         employees. This special rule shall not apply, however, if the Plan is
         required to be included in an aggregation group and enables a defined
         benefit plan to meet the requirements of Code section 401(a)(4) or 410.

                  (b) No minimum contribution will be required with respect to a
         Participant who is also covered by another top-heavy defined
         contribution plan of an Affiliated Employer which meets the vesting
         requirements of Code section 416(b) and under which the Participant
         receives the top-heavy minimum contribution.

                  (c) If a Participant is also covered by a top-heavy defined
         benefit plan of an Affiliated Employer, "5%" shall be substituted for
         "3%" above in determining the minimum contribution.

                  (d) The minimum contribution with respect to any Participant
         who is not a key employee for the particular year will be offset by any
         Discretionary Contributions and any Qualified Nonelective
         Contributions, but not any other type of contribution otherwise made
         for the Participant's benefit for such year. Notwithstanding the
         foregoing, for Plan Years beginning after December 31, 2001, the
         minimum contribution described above will be offset also by any
         Matching Contributions made for the Participant's benefit for such
         year.

                  (e) If additional minimum contributions are required under
         this Section, such contributions shall be credited to the Participant's
         Discretionary Contribution Account.

                  (f) A minimum contribution required under this Section shall
         be made even though, under other Plan provisions, the Participant would
         not otherwise be entitled to receive an allocation for the year because
         of (i) the Participant's failure to complete 1,000 hours of service (or
         any equivalent provided in the Plan), or (ii) the Participant's failure
         to make mandatory contributions or Elective Contributions to the Plan,
         or (iii) Compensation less than a stated amount.

                                     - 37 -

<PAGE>

         12.3. ADJUSTMENT TO LIMITATION ON BENEFITS. With respect to Plan Years
prior to January 1, 2001, for purposes of the Code section 415 limits, the
definitions of "defined contribution plan fraction" and "defined benefit plan
fraction" contained therein shall be modified, for any Plan Year which is a
top-heavy Plan Year, by substituting "1.0" for "1.25" in Code sections
415(e)(2)(B) and 415(e)(3)(B).

         12.4. DEFINITIONS. For purposes of these top-heavy provisions, the
following terms have the following meanings:

                  (a) "key employee" means a key employee described in Code
         section 416, and "non-key employee" means any employee who is not a key
         employee (including employees who are former key employees);

                  (b) "top-heavy plan year" means a Plan Year if any of the
         following conditions exist:

                           (i) the top-heavy ratio for the Plan exceeds 60
                  percent and the Plan is not part of any required aggregation
                  group or permissive aggregation group of plans;

                           (ii) this Plan is a part of a required aggregation
                  group of plans but not part of a permissive aggregation group
                  and the top-heavy ratio for the group of plans exceeds 60
                  percent; or

                           (iii) the Plan is part of a required aggregation
                  group and part of a permissive aggregation group of plans and
                  the top-heavy ratio for the permissive aggregation group
                  exceeds 60 percent.

                  (c) "top-heavy ratio":

                           (i) If the employer maintains one or more defined
                  contribution plans (including any Simplified Employee Pension
                  Plan) and the employer has not maintained any defined benefit
                  plan which during the 5-year period ending on the
                  determination date(s) has or has had accrued benefits, the
                  top-heavy ratio for the Plan alone or for the required or
                  permissive aggregation group as appropriate is a fraction, the
                  numerator of which is the sum of the account balances of all
                  key employees on the determination date(s) (including any part
                  of any account balance distributed in the 1-year period ending
                  on the determination date(s)), and the denominator of which is
                  the sum of all account balances (including any part of an
                  account balance distributed in the 1-year period ending on the
                  determination date(s) and in the case of a distribution made
                  for a reason other than separation from service, death or
                  disability, including any such amount distributed in the
                  5-year period ending in determination dates(s)), both computed
                  in accordance with Code section 416. Both the numerator and
                  the denominator of the top-heavy ratio are increased to
                  reflect any contribution not actually made as of the
                  determination date, but which is required to be taken into
                  account on that date under Code section 416.

                                     - 38 -

<PAGE>

                           (ii) If the employer maintains one or more defined
                  contribution plans (including any Simplified Employee Pension
                  Plan) and the employer maintains or has maintained one or more
                  defined benefit plans which during the 5-year period ending on
                  the determination date(s) has or has had any accrued benefits,
                  the top-heavy ratio for any required or permissive aggregation
                  group as appropriate is a fraction, the numerator of which is
                  the sum of the account balances under the aggregated defined
                  contribution plan or plans for all key employees, determined
                  in accordance with (i) above, and the present value of accrued
                  benefits under the aggregated defined benefit plan or plans
                  for all key employees as of the determination date(s), and the
                  denominator of which is the sum of the account balances under
                  the aggregated defined contribution plan or plans for all
                  participants, determined in accordance with (i) above, and the
                  present value of all accrued benefits under the defined
                  benefit plan or plans for all participants as of the
                  determination date(s), all determined in accordance with Code
                  section 416. The accrued benefits under a defined benefit plan
                  in both the numerator and denominator of the top-heavy ratio
                  are increased for any distribution of an accrued benefit made
                  in the 1-year period ending on the determination date.

                           (iii) For purposes of (i) and (ii) above, the value
                  of account balances and the present value of accrued benefits
                  will 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 for
                  the first and second plan years of a defined benefit plan. The
                  account balances and accrued benefits of a participant (A) who
                  is not a key employee but who was a key employee in a prior
                  year, or (B) who has not been credited with at least one Hour
                  of Service with any employer maintaining the plan at any time
                  during the 1-year period ending on the determination date will
                  be disregarded. The calculation of the top-heavy ratio, and
                  the extent to which distributions, rollovers, and transfers
                  are taken into account will be made in accordance with Code
                  section 416. Deductible employee contributions will not be
                  taken into account for purposes of computing the top-heavy
                  ratio. When aggregating plans, the value of account balances
                  and accrued benefits will be calculated with reference to the
                  determination dates that fall within the same calendar year.

                           (iv) The accrued benefit of a Participant other than
                  a key employee shall be determined under (A) the method, if
                  any, that uniformly applies for accrual purposes under all
                  defined benefit plans maintained by the employer, or (B) if
                  there is no such method, as if such benefit accrued not more
                  rapidly than the slowest accrual rate permitted under the
                  fractional rule of Code section 411(b)(1)(C).

                  (d) The "permissive aggregation group" is the required
         aggregation group of plans plus any other plan or plan of the employer
         which, when considered as a group with the required aggregation group,
         would continue to satisfy the requirements of Code sections 401(a)(4)
         and 410.

                                     - 39 -

<PAGE>

                  (e) The "required aggregation group" is (i) each qualified
         plan of the employer in which at least one key employee participates or
         participated at any time during the determination period (regardless of
         whether the plan has terminated), and (ii) any other qualified plan of
         the employer which enables a plan described in (i) to meet the
         requirements of Code sections 401(a)(4) and 410(b).

                  (f) For purposes of computing the top-heavy ratio, the
         "valuation date" shall be the last day of the applicable plan year.

                  (g) For purposes of establishing present value to compute the
         top-heavy ratio, any benefit shall be discounted only for mortality and
         interest based on the interest and mortality rates specified in the
         defined benefit plan(s), if applicable.

                  (h) The term "determination date" means, with respect to the
         initial plan year of a plan, the last day of such plan year and, with
         respect to any other plan year of a plan, the last day of the preceding
         plan year of such plan. The term "applicable determination date" means,
         with respect to the Plan, the determination date for the Plan Year of
         reference and, with respect to any other plan, the determination date
         for any plan year of such plan which falls within the same calendar
         year as the applicable determination date of the Plan.

                                     - 40 -

<PAGE>

                           ARTICLE 13. MISCELLANEOUS.

         13.1. EXCLUSIVE BENEFIT RULE. No part of the corpus or income of the
Trust allocable to the Plan will be used for or diverted to purposes other than
for the exclusive benefit of each Participant and Beneficiary, except as
otherwise provided under the provisions of the Plan relating to Qualified
Domestic Relations Orders, the payment of reasonable expenses of administering
the Plan, the return of contributions upon nondeductibility or mistake of fact,
or the failure of the Plan to qualify initially.

         13.2. LIMITATION OF RIGHTS. Neither the establishment of the Plan or
the Trust, nor any amendment thereof, nor the creation of any fund or account,
nor the payment of any benefits, will be construed as giving to any Participant
or other person any legal or equitable right against any Participating Employer
or Committee or Trustee, except as provided herein, and in no event will the
terms of employment or service of any Participant be modified or in any way be
affected hereby. It is a condition of the Plan, and each Participant expressly
agrees by his or her participation herein, that each Participant will look
solely to the assets held in the Trust for the payment of any benefit to which
he or she is entitled under the Plan.

         13.3. NONALIENABILITY OF BENEFITS. The benefits provided hereunder will
not be subject to the voluntary or involuntary alienation, assignment,
garnishment, attachment, execution or levy of any kind, and any attempt to cause
such benefits to be so subjected will not be recognized, except to such extent
as may be required by law, except that if the Committee receives any Qualified
Domestic Relations Order that requires the payment of benefits hereunder or the
segregation of any Account, such benefits shall be paid, and such Account
segregated, in accordance with the applicable requirements of such Order. In
addition, the Account balance may be pledged as security for a loan from the
Plan in accordance with the Plan's loan procedures.

         13.4. ADEQUACY OF DELIVERY. Any payment to be made under the Plan by
the Trustee may be made by the Trustee's check. Mailing to a person or persons
entitled to distributions hereunder at the addresses designated by the
Participating Employer or Committee shall be adequate delivery by the Trustee of
such distributions for all purposes. In the event the whereabouts of a person
entitled to benefits under the Plan cannot be determined after diligent search
by the Committee, the Committee may place the benefits in a federally insured,
interest-bearing bank account opened in the name of such person. Such action
shall constitute a full distribution of such benefits under the terms of the
Plan and Trust.

         13.5. RECLASSIFICATION OF EMPLOYMENT STATUS. Notwithstanding anything
herein to the contrary, an individual who is not characterized or treated as a
common law employee of a Participating Employer shall not be eligible to
participate in the Plan. However, in the event that such an individual is
reclassified or deemed to be reclassified as a common law employee of a
Participating Employer, the individual shall be eligible to participate in the
Plan as of the actual date of such reclassification (to the extent such
individual otherwise qualifies as an Eligible Employee hereunder). If the
effective date of any such reclassification is prior to the actual date of such
reclassification, in no event shall the reclassified individual be eligible to
participate in the Plan retroactively to the effective date of such
reclassification.

                                     - 41 -

<PAGE>

         13.6. VETERANS' REEMPLOYMENT AND BENEFITS RIGHTS. Effective December
12, 1994 and notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code section 414(u).

         13.7. GOVERNING LAW. The Plan and Trust will be construed, administered
and enforced according to the laws of Massachusetts to the extent such laws are
not preempted by ERISA.

         13.8. AUTHORITY TO CORRECT OPERATIONAL DEFECTS. The Committee will have
full discretionary power and authority to correct any "operational defect" of
the Plan in any manner or by any method it deems appropriate in its sole
discretion in order to cause the Plan (i) to operate in accordance with its
terms or (ii) to maintain its tax-qualified status under the Code. For purposes
of this Section, an "operational defect" is any operational or administrative
action (or inaction) in connection with the Plan which, in the judgement of the
Committee, fails to conform with the terms of the Plan or causes or could cause
the Plan to lose its tax-qualified status under the Code.

         13.9. ELECTRONIC FORMS. Notwithstanding any Plan provision to the
contrary, to the extent the Committee allows any form or document under the Plan
to be provided, completed or changed by means of telephone, computer or other
paperless media, a paper document shall not be required for such form or
document to be effective under the Plan.

                                     - 42 -

<PAGE>

                            ARTICLE 14. DEFINITIONS.

         Wherever used in the Plan, the following terms have the following
meanings:

         14.1. "ACCOUNTS" mean, for any Participant, the accounts established
under the Plan to which contributions made for the Participant's benefit, and
any allocable income, expense, gain and loss, are allocated.

         14.2. "AFFILIATED EMPLOYER" means (a) the Plan Sponsor, (b) any
corporation that is a member of a controlled group of corporations (as defined
in Code section 414(b)) of which the Plan Sponsor is also a member, (c) any
trade or business, whether or not incorporated, that is under common control (as
defined in Code section 414(c)) with the Plan Sponsor, (d) any trade or business
that is a member of an affiliated service group (as defined in Code section
414(m)) of which the Plan Sponsor is also a member, or (e) to the extent
required by Regulations issued under Code section 414(o), any other
organization; provided, that the term "Affiliated Employer" shall not include
any corporation or unincorporated trade or business prior to the date on which
such corporation, trade or business satisfies the affiliation or control tests
of, (b), (c), (d) or (e) above. In identifying any "Affiliated Employers" for
purposes of the Code section 415 limits, the definitions in Code sections 414(b)
and (c) shall be modified as provided in Code section 415(h).

         14.3. "BENEFICIARY" means any person entitled to receive benefits under
the Plan upon the death of a Participant.

         14.4. "BOARD OF DIRECTORS" means the members of the Board of Directors
of Boston Scientific Corporation.

         14.5. "CODE" means the Internal Revenue Code of 1986, as amended from
time to time. Reference to any section or subsection of the Code includes
reference to any comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or subsection, and also includes
reference to any Regulation issued pursuant to or with respect to such section
or subsection.

         14.6. "COMMITTEE" means the entity or persons appointed by the Board of
Directors to administer the Plan pursuant to its provisions.

         14.7. "COMPANY STOCK" means any stock of the Plan Sponsor or an
Affiliated Employer constituting a "qualifying employer security" within the
meaning of section 407(d)(5) of ERISA.

         14.8. "COMPENSATION" means,

                  (a) for purposes of determining the Code section 415 limits,
         the amount of any minimum contribution under the special top-heavy
         provisions, and determining the status of an individual as a "highly
         compensated employee" or a "key employee", the Participant's wages as
         defined in Code section 3401(a) for purposes of income tax withholding
         at the source, but (i) determined without regard to any rules that
         limit the remuneration included in wages based on the nature or
         location of the employment or the services performed, and

                                     - 43 -

<PAGE>

         (ii) increased by any such amounts that would have been received by the
         individual from the Employer but for an election under Code section
         125, 132(f)(4), 401(k), 402(h) or 403(b);

                  (b) for purposes of determining the Code section 415 limits
         and the amount of any minimum contribution under the special top-heavy
         provisions, the Participant's wages as defined in Code section 3401(a)
         for purposes of income tax withholding at the source but determined
         without regard to any rules that limit the remuneration included in
         wages based on the nature or location of the employment or the services
         performed;

                  (c) for purposes of the limits under Sections 11.4 and 11.5,
         "compensation" as defined under Code section 414(s) and the Treasury
         regulations thereunder; and

                  (d) for all other purposes under the Plan, the same as in (a)
         above, reduced by all of the following items (even if includable in
         gross income): cost-of-living adjustments, reimbursements or other
         expense allowances, pay in lieu of vacation upon termination of
         employment, bonuses, deferred compensation, payments under the
         Supplemental Severance Plan, and moving expenses, provided however that
         any elective contributions made by the Participating Employer that are
         not includible in gross income by reason of Code section 125 or
         402(e)(3) shall in all cases be includible as "Compensation" for
         purposes of this paragraph (d). Notwithstanding the foregoing, for
         purposes of allocating Discretionary Contributions for a Plan Year,
         commissions paid to any field sales commissioned Employee who is a
         Highly Compensated Employee for such Plan Year shall be taken into
         consideration only to the extent of the lesser of (i) fifty percent of
         the amount of the commissions so paid, or (ii) the amount, not in
         excess of the commissions so paid, which when added to all other
         amounts paid such Employee and qualifying as Compensation results in an
         aggregate amount of Compensation of $85,000 or less.

                  (e) Compensation shall include only that compensation which is
         actually paid to the Participant during the applicable Plan Year. For
         all purposes under the Plan, Compensation for any individual will be
         limited for any Plan Year as provided under Code section 401(a)(17)
         (which for the 2001 Plan Year is $170,000 and for the 2002 Plan Year is
         $200,000). If the period for determining Compensation used in
         calculating a Participant's allocation for a determination period is
         shorter than 12 months, the annual Compensation limit shall be an
         amount equal to the otherwise applicable limit multiplied by a
         fraction, the numerator of which is the number of months in the period,
         and the denominator of which is 12.

         14.9. "DISABILITY" means an injury or sickness which makes a
Participant unable to perform each of the "essential functions" (as defined in
the Boston Scientific Long Term Disability Plan) of any "gainful occupation" (as
defined in the Boston Scientific Long Term Disability Plan) for which the
Participant is reasonably fitted by training, education or experience.

         14.10. "DISCRETIONARY CONTRIBUTION" means a contribution made for the
benefit of a Participant by a Participating Employer in the discretion of the
Board of Directors.

         14.11. "DISCRETIONARY CONTRIBUTION ACCOUNT" means an Account to which
Discretionary Contributions are allocated.

                                     - 44 -

<PAGE>

         14.12. "ELECTIVE CONTRIBUTION" means a contribution made to the Plan
for the benefit of a Participant pursuant to a compensation reduction
authorization.

         14.13. "ELECTIVE CONTRIBUTION ACCOUNT" means an Account to which
Elective Contributions are allocated.

         14.14. "ELIGIBLE EMPLOYEE" means, subject to Section 13.5, any Employee
who

                  (a) is employed by a Participating Employer, and who, in the
         opinion of his or her Participating Employer, may reasonably be
         expected to complete 1,000 or more Hours of Service with a
         Participating Employer in a Plan Year; or

                  (b) any other Employee employed by a Participating Employer
         who has completed 1,000 or more Hours of Service in a computation
         period or has previously been an Eligible Employee described in (a)
         above.

         The initial computation period shall be the 12-consecutive month period
         beginning on the date the Employee first performs an Hour of Service
         (the "employment commencement date"). The succeeding computation
         periods commence with the first Plan Year commencing after the
         Employee's employment commencement date. In no event will an individual
         become an Eligible Employee while he or she is characterized by an
         Affiliated Employer as (i) a Leased Employee, or (ii) a short-term
         employee.

         14.15. "EMPLOYEE" means any individual employed by an Affiliated
Employer, including any Leased Employee and any other individual required to be
treated as an employee pursuant to Code sections 414(n) and 414(o).

         14.16. "EMPLOYEE CONTRIBUTION" means the voluntary after-tax
contribution made by a Participant under the Plan.

         14.17. "ENTRY DATE" means the first day of each pay period during the
Plan Year.

         14.18. "ERISA" means the Employee Retirement Income Security Act of
1974, as from time to time amended, and any successor statute or statutes of
similar import.

         14.19. "HIGHLY COMPENSATED EMPLOYEE" means each individual employed by
an Affiliated Employer who (i) during such Plan Year or preceding Plan Year, is
a "5% owner" within the meaning of Code section 414(q), or (ii) during the
preceding Plan Year received Compensation in excess of $85,000 (as adjusted
under such Code section) and was in the "top paid group" as defined therein for
such Plan Year.

                                     - 45 -

<PAGE>

         14.20. "HOUR OF SERVICE" means, with respect to any Employee,

                  (a) Each hour for which the Employee is paid or entitled to
         payment for the performance of duties for an Affiliated Employer, each
         such hour to be credited to the Employee for the computation period in
         which the duties were performed;

                  (b) Each hour for which the Employee is directly or indirectly
         paid or entitled to payment by any Affiliated Employer (including
         payments made or due from a trust fund or insurer to which the
         Affiliated Employer contributes or pays premiums) on account of a
         period of time during which no duties are performed (irrespective of
         whether the employment relationship has terminated) due to vacation,
         holiday, illness, incapacity, disability, layoff, jury duty, military
         duty, or leave of absence, each such hour to be credited to the
         Employee for the computation period in which such period of time
         occurs, subject to the following rules;

                           (i) No more than 501 Hours of Service shall be
                  credited under this paragraph (b) to the Employee on account
                  of any single continuous period during which the Employee
                  performs no duties;

                           (ii) Hours of Service shall not be credited under
                  this paragraph (b) to an Employee for a payment which solely
                  reimburses the Employee for medically related expenses
                  incurred by the Employee, or which is made or due under a plan
                  maintained solely for the purpose of complying with applicable
                  workers' compensation, unemployment compensation or disability
                  insurance laws; and

                           (iii) If the period during which the Employee
                  performs no duties falls within two or more computation
                  periods, and if the payment made on account of such period is
                  not calculated on the basis of units of time, the number of
                  Hours of Service credited with respect to such period shall be
                  allocated between not more than the first two such periods
                  based on the amount of the payment divided by the Employee's
                  most recent hourly rate of Compensation before the period
                  during which no duties were performed;

                  (c) Each hour not counted under paragraph (a) or (b) for which
         back pay, irrespective of mitigation of damages, has been either
         awarded or agreed to be paid by any Affiliated Employer, each such hour
         to be credited to the Employee for the computation period to which the
         award or agreement for back pay pertains, provided that crediting of
         Hours of Service under this paragraph (c) with respect to periods
         described in paragraph (b) above shall be subject to the limitations
         and special rules set forth in clauses (i), (ii) and (iii) of paragraph
         (b);

                  (d) Each noncompensated hour while an Employee during a period
         of absence from any Affiliated Employer in the armed forces of the
         United States if the Employee returns to work for any Affiliated
         Employer at a time when he or she has reemployment rights under federal
         law, and each noncompensated hour while an Employee on an unpaid leave
         of absence granted by the Employer; and

                                     - 46 -

<PAGE>

                  (e) Solely for purposes of Section 5.5, each hour not counted
         under paragraph (a) or (b) for which the Employee is absent from work
         for maternity or paternity reasons, provided that no more than 501
         Hours of Service shall be credited under this paragraph (e) to the
         Employee. For purposes of this paragraph, an absence from work for
         maternity or paternity reasons means an absence (1) by reason of the
         pregnancy of the individual, (2) by reason of the birth of a child of
         the individual, (3) by reason of the placement of a child with the
         individual in connection with the adoption of such child by such
         individual, or (4) for purposes of caring for such child for a period
         beginning immediately following such birth or placement.

Hours of Service to be credited to an Employee under (a), (b) and (c) above will
be calculated and credited pursuant to paragraphs (b) and (c) of Section
2530.200b-2 of the Department of Labor Regulations, which are incorporated
herein by reference. Hours of Service to be credited to an Employee during a
period described in (d) and (e) above will be determined by the Committee with
reference to the individual's most recent normal work schedule, or at the rate
of eight hours per day in the event the Committee is unable to establish such
schedule.

         14.21. "LEASED EMPLOYEE" means, for Plan Years beginning on or after
January 1, 1997, any person (other than an employee of the Employer) who
pursuant to an agreement between the recipient and any other person 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 the primary direction or control by the recipient.

         14.22. "MATCHING CONTRIBUTION ACCOUNT" means an Account to which
Matching Contributions are allocated.

         14.23. "NORMAL RETIREMENT AGE" means age 62.

         14.24. "PARTICIPANT" means each Eligible Employee who participates in
the Plan pursuant to its provisions.

         14.25. "PARTICIPATING EMPLOYER" means the Plan Sponsor and each other
Affiliated Employer listed on Schedule A.

         14.26. "PLAN" means the Boston Scientific Corporation 401(k) Retirement
Savings Plan set forth herein, and all subsequent amendments thereto.

         14.27. "PLAN SPONSOR" means Boston Scientific Corporation, a Delaware
Corporation.

         14.28. "PLAN YEAR" means the calendar year.

         14.29. "PREDECESSOR EMPLOYER" means any trade or business acquired by a
Participating Employer, or any entity from which a Participating Employer has
acquired substantially all of its assets.

                                     - 47 -

<PAGE>

         14.30. "QUALIFIED DOMESTIC RELATIONS ORDER" means any judgment, decree
or order (including approval of a property settlement agreement) which
constitutes a "qualified domestic relations order" within the meaning of Code
section 414(p). A judgment, decree or order may still be considered to be a
Qualified Domestic Relations Order if it requires a distribution to an alternate
payee (or the segregation of accounts pending distribution to an alternate
payee) before the Participant is otherwise entitled to a distribution under the
Plan.

         14.31. "QUALIFIED NONELECTIVE CONTRIBUTION" means a contribution made
in the discretion of the Plan Sponsor which is designated by the Plan Sponsor as
a Qualified Nonelective Contribution and which falls within the definition of a
"qualified nonelective contribution" under Regulation section 1.401(k)-1(g)(13).

         14.32. "QNEC ACCOUNT" means an Account to which Qualified Nonelective
Contributions are allocated.

         14.33. "REGULATION" means a regulation issued by the Department of
Treasury, including any final regulation, proposed regulation, temporary
regulation, as well as any modification of any such regulation contained in any
notice, revenue procedure, or similar pronouncement issued by the Internal
Revenue Service.

         14.34. "REQUIRED BEGINNING DATE" for a Participant shall be determined
as follows:

                  (a) For a Participant who is a five percent owner (as defined
         in Code section 416), the Required Beginning Date is April 1 following
         the calendar year in which the Participant attains age 70 1/2.

                  (b) For a Participant who is not a five percent owner, the
         Required Beginning Date is April 1 following the later of (A) the
         calendar year in which the Participant attains age 70 1/2 or (B) the
         calendar year in which the Participant incurs a severance from
         employment from the Participating Employers.

         14.35. "ROLLOVER CONTRIBUTION" means a contribution made by a
Participant which satisfies the requirements for rollover contributions as set
forth in the Plan.

         14.36. "SECTION" means a section of the Plan.

         14.37. "TRUST" means the trust established under Section 3.13.

         14.38. "TRUSTEE" means the person or persons who are at any time acting
as trustee under the Trust.

         14.39. "VALUATION DATE" means each day on which the New York Stock
Exchange is open for trading.

         14.40. "YEAR OF SERVICE FOR VESTING" means a Plan Year during which the
Employee completes at least 1,000 Hours of Service. The following special rules
shall apply:

                                     - 48 -

<PAGE>

                  (a) Unless otherwise provided in Schedule B, in the event the
         Plan Sponsor acquires a business of another employer, through an
         acquisition either of assets or stock of such other employer, an
         Employee who was employed by such other employer immediately prior to
         such acquisition shall have his or her prior service with such other
         employer taken into account, as if it were service with an Affiliated
         Employer.

                  (b) A Leased Employee shall accrue Years of Service for
         vesting purposes and shall be credited with such Years of Service for
         Vesting upon hire by a Participating Employer as a common law employee.

         IN WITNESS WHEREOF, the Plan Sponsor has caused this instrument to be
signed in its name and on its behalf by its duly authorized officer, this __day
of ____________________, 2002.

                                              BOSTON SCIENTIFIC CORPORATION

                                              By: __________________________

                                     - 49 -

<PAGE>

                                   Schedule A

               (As of January 1, 2001, except as otherwise noted)

<TABLE>
<CAPTION>
       Participating Employer                        State of Incorporation
       ----------------------                        ----------------------
<S>                                                  <C>
Boston Scientific Corporation                             Delaware

Boston Scientific Corporation
Northwest Technology Center, Inc.                         Washington

Boston Scientific Sales, Inc.                             Delaware

Boston Scientific Technology, Inc.                        Minnesota

BSC Finance Corporation                                   Indiana

BSC International Corporation                             Delaware

BSC Technology, Inc.                                      Minnesota

Cardiac Pathways, Inc.
(effective January 1, 2002)                               Delaware

Cardiovascular Imaging Systems, Inc.                      California

Catheter Innovations, Inc.
(effective January 1, 2002)                               Delaware

Celltechnix Corporation                                   New Jersey

Corvita Corporation                                       Florida

Embolic Protection, Inc.
(effective January 1, 2002)                               Delaware

EP Technologies, Inc.                                     Delaware

EP Technologies Sales, Inc.                               California

Heart Technology Manufacturing, Inc.                      Washington
</TABLE>

                                     - 50 -

<PAGE>

<TABLE>
<CAPTION>
       Participating Employer                        State of Incorporation
       ----------------------                        ----------------------
<S>                                                  <C>
Interventional Technologies, Inc.
(effective January 1, 2002)                               California

Meadox Distribution Company                               New Jersey

Meadox Instruments, Inc.                                  New Jersey

Meadox Medicals, Inc.                                     New Jersey

Meadox Medicals Sales, Inc.                               New Jersey

Meadox Technology, Inc.                                   Minnesota

Quanam Medical Corporation
(effective January 1, 2002)                               California

Schneider (USA) Inc.                                      Minnesota

Scimed Life Systems, Inc.                                 Minnesota

Scimed, Inc.                                              Minnesota

Scimed Technology Inc.                                    Minnesota

Symbiosis Corporation                                     Florida

Target Therapeutics, Inc.

Vesica Medical, Inc.                                      California
</TABLE>

                                     - 51 -

<PAGE>

                                   Schedule B

         Special Provisions Regarding Former Participants in Other Plans

         The following plans have been merged into this Plan as of the dates
indicated below. Any elections made by participants in such plans with respect
to contributions, beneficiaries, investments, loans or benefit distributions
shall carry over and be treated as if made under this Plan, except as otherwise
provided by the Committee.

         1. Cardiovascular Imaging Systems, Inc. 401(k) Salary Reduction Plan
and Trust

         On October 3, 1995, the Cardiovascular Imaging Systems, Inc. 401(k)
salary reduction plan was merged into this Plan.

         Special participation rules (Section 2.1(c)):              No

         Special rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting rules (Sections 5.6 and 14.40):            No

         Special in-service withdrawal rules (Section 6.10(a)):     No

         QJSA rules applicable (Section 8.7):                       Yes

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):

                  Immediate life annuity.

                  Immediate life annuity with a period certain of 10, 15, or 20
                  years.

                  Immediate annuity for the life of the Participant, with a
                  survivor annuity for the Participant's beneficiary which is
                  100%, 66 2/3% or 50% of the amount payable during the life of
                  the Participant.

                  Any combination of the above options and the benefit forms
                  described in Section 8.1.

         2. Scimed Life Systems, Inc. Retirement Savings and Profit Sharing Plan

         Effective January 1, 1996, the Scimed Life Systems, Inc. Retirement
Savings and Profit Sharing Plan was merged into this Plan.

         Special participation rules (Section 2.1(c)):              No

                                     - 52 -

<PAGE>

         Special rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting rules (Sections 5.6 and 14.40):            No

         Special in-service withdrawal rules (Section 6.10(a)):     No

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    No

         3. Symbiosis Corporation 401(k) Plan and Trust

         Effective June 1, 1996, the Symbiosis Corporation 401(k) Plan and Trust
was merged into this Plan.

         Special Participation rules (Section 2.1(c)):              No

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting rules (Sections 5.6 and 14.40):            No

         Special in-service withdrawal rules (Section 6.10(a)):     No

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    None

         4. American Home Products Corporation Savings Plan

         Effective June 1, 1996, the accounts under the American Home Products
Corporation Savings Plan attributable to Participants employed by Symbiosis
Corporation were merged into this Plan.

         Special Participation rules (Section 2.1(c)):              No

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting Rules (Sections 5.6 and 14.40):            No

         Special in-service withdrawal rules (Section 6.10(a)):

                                     - 53 -

<PAGE>

                  Withdrawal from after-tax contribution account
                  (Once per Plan Year; $500 minimum)

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    None

         5. EPT 401(k) Plan

         Effective as of the close of business on December 31, 1996, the EPT
401(k) Plan is hereby merged into this Plan.

         Special participation rules (Section 2.1(c)):              Yes

                  (i) Any individual who is a participant in the EPT 401(k) Plan
                  (the "Former Plan") on December 31, 1996 shall become a
                  Participant in the Plan as of January 1, 1997.

                  (ii) Each other Employee of EP Technologies, Inc. shall be
                  subject to the participation rules under Section 2.1.

         Special rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting rules (Sections 5.6 and 14.40):            Yes

                  (i) Any individual who is a participant in the EPT 401(k) Plan
                  (the "Former Plan") on December 31, 1996 and who is actively
                  employed by the Plan Sponsor or an Affiliated Employer on or
                  after December 31, 1996 shall have a 100% nonforfeitable
                  interest in the portion of his or her Accounts under this Plan
                  that are attributable to the transfer of his or her employer
                  matching contribution account balance, if any, from the Former
                  Plan.

                  (ii) Any individual who is actively employed by EP
                  Technologies, Inc. on December 31, 1996 and who has 3 or more
                  years of service for purposes of calculating vesting (as
                  determined under the Former Plan) shall have a vested interest
                  in a percentage of his or her Discretionary Contribution
                  Account under the Plan, if any, determined in accordance with
                  the following schedule and based on his or her Years of
                  Service for Vesting:

<TABLE>
<CAPTION>
 Years of Service                                 Applicable
   for Vesting                             Nonforfeitable Percentage
 ----------------                          -------------------------
<S>                                        <C>
3 but less than 4                                     75%
4 or more                                            100%
</TABLE>

                                     - 54 -

<PAGE>

         Special in-service withdrawal rules (Section 6.10(a)):

                  Hardship withdrawals allowed from any account
                         which is 100% vested.

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    None

         6. Heart Technology, Inc. 401(k) Profit Sharing Plan

         Effective as of the close of business on December 31, 1996, the Heart
Technology, Inc. 401(k) Profit Sharing Plan is hereby merged into this Plan.

         Special Participation rules (Section 2.1(c)):              Yes

                  (i) Any individual who is a participant in the Heart
                  Technology, Inc. 401(k) Profit Sharing Plan (the "Former
                  Plan") on December 31, 1996 shall become a Participant in the
                  Plan as of January 1, 1997.

                  (ii) Any individual who is an active employee of Boston
                  Scientific Corporation Northwest Technology Center, Inc. on
                  December 31, 1996 and who has satisfied the eligibility
                  requirements under the Former Plan as of December 31, 1996
                  (age 18 and the earlier of 6 months continuous employment or 1
                  year of service), but who has not yet enrolled in the Former
                  Plan shall become a Participant in the Plan on the first Entry
                  Date on or after January 1, 1997 on which such individual (a)
                  is an Eligible Employee and (b) has in effect a compensation
                  reduction authorization described in Section 3.2.

                  (iii) Any individual who is an active employee of Boston
                  Scientific Corporation Northwest Technology Center, Inc. on
                  December 31, 1996 and who has not yet satisfied the
                  eligibility requirements under the Former Plan as of December
                  31, 1996 shall become a Participant in the Plan as of the
                  Entry Date coinciding with or next following the date on which
                  the individual (a) satisfies the eligibility requirements
                  under Section 2.1, substituting age 18 for age 21 in Section
                  2.1(b)(3), (b) is an Eligible Employee and (c) has in effect a
                  compensation reduction authorization described in Section 3.2.

                  (iv) Each other Employee of Boston Scientific Corporation
                  Northwest Technology Center, Inc. shall be subject to the
                  participation rules under Section 2.1.

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

                                     - 55 -

<PAGE>

         Special Vesting Rules (Sections 5.6 and 14.40):            Yes

                  Any individual who is a participant in the Heart Technology,
                  Inc. 401(k) Profit Sharing Plan (the "Former Plan") on
                  December 31, 1996 and who is an active employee of the Plan
                  Sponsor or an Affiliated Employer on or after December 31,
                  1996 shall have a 100% nonforfeitable interest in the portion
                  of his or her Accounts under this Plan that are attributable
                  to the transfer of his or her employer matching contribution
                  account balance, if any, from the Former Plan.

         Special in-service withdrawal rules (Section 6.10(a)):     Yes

                  In-service withdrawals of rollover account; limited to once
                  per year.

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    None

         7. Meadox Medicals, Inc. Employees' Savings Plan

         Effective as of the close of business on December 31, 1996, the Meadox
Medicals, Inc. Employees' Savings Plan is hereby merged into this Plan.

         Special Participation rules (Section 2.1(c)):              Yes

                  (i) Any individual who is a participant in the Meadox
                  Medicals, Inc. Employees' Savings Plan (the "Former Plan") on
                  December 31, 1996 shall become a Participant in the Plan as of
                  January 1, 1997.

                  (ii) Any individual who is an active employee of Meadox
                  Medicals, Inc. on December 31, 1996, but who has not yet
                  enrolled in the Former Plan shall become a Participant in the
                  Plan on any Entry Date on or after January 1, 1997, provided
                  on such Entry Date such individual (a) is an Eligible Employee
                  and (b) has in effect a compensation reduction authorization
                  described in Section 3.2.

                  (iii) Each other Employee of Meadox Medicals, Inc. shall be
                  subject to the participation rules under Section 2.1.

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting Rules (Sections 5.6 and 14.40):            Yes

                  Any individual who is a participant in the Meadox Medicals,
                  Inc. Employees' Retirement Plan (the "Former Plan") on
                  December 31, 1996 and is an active

                                     - 56 -

<PAGE>

                  employee of the Plan Sponsor or an Affiliated Employer on or
                  after December 31, 1996 shall have a 100% nonforfeitable
                  interest in the portion of his or her Accounts under this Plan
                  that are attributable to the transfer of his or her employer
                  matching contribution account balance, if any, from the Former
                  Plan.

         Special in-service withdrawal rules (Section 6.10(a)):     Yes

         After-tax contribution account.                            No

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    None

         8. Target Therapeutics, Inc. 401(k) Plan and Trust

         Effective as of the close of December 31, 1997, the Target
Therapeutics, Inc. 401(k) Plan and Trust was merged into this Plan.

         Special Participation rules (Section 2.1(c)):              No

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting rules (Sections 5.6 and 14.40):            No

         Special in-service withdrawal rules (Section 6.10(a)):     No

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    None

         9. Pfizer Savings and Investment Plan

         Effective as of the close of November 30, 1998, the portion of the
Pfizer Savings and Investment Plan and trust benefitting employees of Schneider
(USA) Inc. and Corvita Corporation was merged into this Plan.

         Special Participation rules (Section 2.1(c)):              Yes

                  (i) Individuals who were employed by Schneider (USA) Inc. or
                  Corvita Corporation on September 10, 1998 may participate in
                  this Plan pursuant to Section 2.1(c) without regard to the age
                  requirement of that Section.

                                     - 57 -

<PAGE>

                  (ii) Any Employee who was a participant in the Pfizer Savings
                  and Investment Plan on September 9, 1998 shall become a
                  Participant in this Plan as of September 10, 1998.

                  (iii) Each other individual who becomes an Employee of
                  Schneider (USA) Inc. or Corvita Corporation shall be subject
                  to the general participation rules of Section 2.1.

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          Yes

                  In order to administer special distribution options with
                  respect to contributions attributable to the NAMIC USA
                  Corporation Profit Sharing and Incentive Savings Plan, Pfizer
                  matching contributions and Pfizer after-tax employee
                  contributions (and earnings on all such contributions) such
                  contributions (and related earnings) shall be transferred into
                  separate accounts or subaccounts under this Plan.

         Special Vesting rules (Sections 5.6 and 14.40):            No

         Special in-service withdrawal rules (Section 6.10(a)):     Yes

                  The Pfizer matching contribution account, after-tax employee
                  contribution account, and former NAMIC accounts (attributable
                  to contributions other than elective contributions) can be
                  withdrawn in-service at any time.

                  Pfizer and NAMIC elective contribution accounts can be
                  withdrawn on account of hardship or disability.

         QJSA rules applicable (Section 8.7):                       Yes

                  (i) Former participants of the Pfizer Savings and Investment
                  Plan must obtain spousal consent for loans and hardship
                  withdrawals from their Pfizer accounts.

                  (ii) Accounts of Participants for whom NAMIC Accounts are
                  maintained (i.e., former participants of the NAMIC USA
                  Corporation Profit Sharing and Incentive Plan) are subject to
                  the QJSA rules with respect to those accounts.

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    Yes

                  (i) Lump sum withdrawals or distributions from the Pfizer
                  stock fund can be distributed in shares of Pfizer common stock
                  (with cash in lieu of any fractional shares) at the
                  Participant's election.

                  (ii) NAMIC Accounts, in addition to the benefit forms
                  described under Section 8.1 and 8.7, can be distributed as
                  follows:

                                     - 58 -

<PAGE>

                           [ ]      Immediate annuity for the life of the
                                    Participant, with a survivor annuity for the
                                    Participant's beneficiary which is 50% of
                                    the amount payable during the life of the
                                    Participant.

                           [ ]      Immediate life annuity.

                           [ ]      Other annuity options.

         10. Catheter Innovations, Inc. 401(k) Retirement Savings Plan

         Effective as of the close of December 31, 2001, the Catheter
Innovations, Inc. 401(k) Retirement Savings Plan (the "Catheter Innovations
Plan") and Trust shall be merged into this Plan.

         Special Participation rules (Section 2.1(c)):              No

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting rules (Sections 5.6 and 14.40):            No

         Special in-service withdrawal rules (Section 6.10(a)):     No

         QJSA rules applicable (Section 8.7):                       Yes

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):

                  50% joint and survivor annuity.
                  Straight life annuity.

                  Single life annuity with period of certain of five, ten or
                  fifteen years.

                  Single life annuity with installment refund

                  50%, 66(BETA)%, or 100% joint and survivor annuity with
                  installment refund.

                  Fixed period annuity for any period of whole months which is
                  not less than sixty and does not exceed the life expectancy of
                  the Participant and the named Beneficiary.

                  Installments.

         11. Quanam Medical Corporation 401(k) Plan

         Effective as of the close of December 31, 2001, the Quanam Medical
Corporation 401(k) Plan (the "Quanam Plan") and Trust shall be merged into this
Plan.

         Special Participation rules (Section 2.1(c)):              No

                                     - 59 -

<PAGE>

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting rules (Sections 5.6 and 14.40):            No

         Special in-service withdrawal rules (Section 6.10(a)):     No

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    None

         12. Interventional Technologies, Inc. 401(k) Plan

         Effective as of the close of December 31, 2001, the Interventional
Technologies, Inc. 401(k) Plan (the "IVT Plan") and Trust shall be merged into
this Plan.

         Special Participation rules (Section 2.1(c)):              No

         Special Rules re allocation of transferred accounts
         (Section 4.6(a)):                                          No

         Special Vesting rules (Sections 5.6 and 14.40              No

         Special in-service withdrawal rules (Section 6.10(a)):     No

         QJSA rules applicable (Section 8.7):                       No

         Optional forms of payment to preserve
         (Sections 8.1 and 8.7):                                    None

                                     - 60 -

<PAGE>

                                   Schedule C

                            Special 1998 Contribution

                  Pursuant to Section 3.8, during the 1998 Plan Year, the
         Participating Employers made a special contribution on behalf of
         certain Participants (as listed below) in the amounts as indicated:

<TABLE>
<CAPTION>
 Participants Receiving       Amount of Special
Special 1998 Contribution     1998 Contribution
-------------------------     -----------------
<S>             <C>           <C>
Anderson        Connie            $1,196.07
Colon           Eleanor           $  702.99
Davis           Andrew            $3,621.51
Khammanivong    Lounh             $  133.28
Lynch           Elizabeth         $  955.41
Montuori        John              $   59.59
Munoz           Mauro             $  498.25
Murley          Joyce             $  113.59
Ouk             Dara              $  139.34
Panescu         Dorin             $  210.66
Reineck         Jean              $   17.25
Shah            Krunal            $  287.47
Vierra          Jean              $1,277.98
Zweirs          Douglas           $3,323.15
Schallehn       Marcia            $  494.02
Lambert         Jose              $  974.21
Miranda         Gilbert           $1,817.55
Vnuk            Theresa           $  216.67
Bliss           Mark              $1,123.34
McCoy           Michael           $  936.33
Bautista        Amalia            $   81.91
Bean Jr         James I           $  210.87
Born            John              $  861.98
Brennan         Eileen F.         $  181.17
Duran           Julio             $  192.01
Fissenden       Lawrence P        $  176.37
Gomez           Boris             $  188.68
Johnson         Jeffrey           $  624.93
Laguerre        Anne G            $  117.76
Lindberg        Berndt E          $  170.25
Meintsma        Kathryn           $  305.60
Mistry          Illa              $  284.25
Murley          Rebecca           $   85.38
Nguyen          Amy N             $   56.07
Ooley           Adam C            $   90.99
</TABLE>

                                     - 61 -

<PAGE>

<TABLE>
<S>             <C>           <C>
Rooney          Robert J.         $   63.53
Sabic           Tereza            $   27.88
Scouton         Patricia A        $   80.82
Springer        James A           $   76.49
Stewart         Jack D            $  323.88
Sutherlin       Todd              $  487.28
Swenson         Gregory           $  633.79
Teoh            Clifford          $  647.08
Tyburski        Karen             $  337.98
Vanarsdale      Timothy L         $   48.98
Williams        Denny L           $  112.18
Winders         Patricia L        $   61.21
Mack            Aggie             $  135.08
Mendez          Rafael            $  446.86
Brown           Roland            $  554.46
Hanson          Ilene A           $  132.66
Hass            Katherine A       $  123.31
Panuganti       Vijayasri         $  166.80
Pless           Nina M            $   58.07
Nguon           Sokha             $  110.47
Capece          Brian             $  349.39
Hanley          Steven            $  584.17
Duffy           James             $  763.93
Bot             Marc              $  896.45
Bergquist       Jonathan          $  386.20
Croci           Steven            $3,008.25
Horkey          Natasha           $  105.39
Martinez        Lisa              $  609.11
Quinn           Patricia          $  326.29
Vela            Juan              $  373.92
Wathen          Peggy             $    9.83
Watson          Gisela            $   28.49
White           William           $   19.66
Bennett         Michael           $4,334.80
Caneda          Jorge             $  561.89
Cielinski       Carrie            $  285.85
Duckett         Tammie            $  939.51
Koprowski       Janet             $2,590.23
Leblanc         Ronald            $1,521.94
Robertson       Tammy             $   93.24
Schmidt         Jennifer          $  202.93
Singh           Sarwesh           $  440.24
Smith           Johnnie           $   68.57
Stephenson      Marie             $   65.00
Takock          Aykham            $  227.72
Talbot          Connie            $  471.05
</TABLE>

                                     - 62 -

<PAGE>

<TABLE>
<S>             <C>           <C>
Tool            Sandra            $  840.78
Wei             Kuo-Shiun         $4,630.44
Carrillo Jr.    Oscar             $  703.96
Josef           Corazon           $  382.88
Khao            Sarith            $  232.73
Roberts         Barbara           $1,278.94
Vennes          Robert            $2,278.61
Zhong           Sheng-Ping        $2,054.13
Miller          Connie            $1,531.31
Miller          Paul              $1,573.04
Jertson         John              $  266.33
Colonna         Douglas           $  310.94
Markle          Charlotte         $  287.02
Flores          Anita             $  130.32
Oza             Paritosh          $  276.74
</TABLE>

                         Special Year 2000 Contribution

                  Pursuant to Section 3.8, during the 2000 Plan Year, the
         Participating Employers made a special contribution on behalf of
         certain Participants (as listed below) in the amounts as indicated:

<TABLE>
<CAPTION>
 Participants Receiving       Amount of Special
Special 2000 Contribution     2000 Contribution
-------------------------     -----------------
<S>             <C>           <C>
Poublon         John A.           $  123.42
O'Mara          Robert J.         $  122.92
Hauer           Lillian R.        $  259.15
Paige           Corrine F.        $  213.16
Carpenter       Flo               $  129.82
Wetherbee       William A.        $  147.18
Greer           David A.          $    7.54
Randall         Bryan L.          $   94.76
Hebert          Charles B.        $  131.84
Bennett         Ronald W.         $  138.69
Chow            Stephen Y.        $  262.10
Silveira        Rachelle L.       $1,151.11
Oukaroune       Souphaly          $   10.64
Fedie           Byron             $   25.12
</TABLE>

                                     - 63 -

<PAGE>

      Special Contribution for Certain Former Employees of Cardiac Pathways

         Pursuant to Section 3.8, the Participating Employers will make, in
2002, a special contribution on behalf of each Participant who (i) formerly
participated in the Cardiac Pathways Corporation 401(k) Plan (the "Cardiac
Plan"), (ii) earned in the aggregate less than $60,000 in 2001 from Boston
Scientific Corporation and Cardiac Pathways Corporation, and (iii) was actively
employed by Boston Scientific Corporation as of the last day of the Plan Year.
Such contribution for each eligible Participant shall equal 35% of such
Participant's "projected elective deferral amount". For purposes of this
paragraph, "projected elective deferral amount" means the amount that the
Participant would have deferred under the Cardiac Plan from August 8, 2001
through December 31, 2001 if the Cardiac Plan had not been terminated and if the
Participant's elective deferral election under the Cardiac Plan as of August 7,
2001 had remained the same for the remainder of the year.

                                     - 64 -
<PAGE>
                                    FORM OF

                          BOSTON SCIENTIFIC CORPORATION
                         401(k) RETIREMENT SAVINGS PLAN

                                 FIRST AMENDMENT

         Pursuant to Section 10.1 of the Boston Scientific Corporation 401(k)
Retirement Savings Plan as amended and restated effective January 1, 2001 (the
"Plan"), Boston Scientific Corporation hereby amends the Plan, effective January
1, 2003, as follows:

         1. Section 3.1 is amended by deleting the last sentence thereof and by
replacing it with the following:

         "Elective Contributions for any pay period in a Plan Year may not be
         less than 1 percent of the Participant's Compensation for such pay
         period and the maximum amount of Elective Contributions for any pay
         period shall be the least of:

                  (a) 25 percent of the Participant's Compensation for such pay
         period;

                  (b) the maximum amount permitted under Article 11; and

                  (c) any further limit placed on Highly Compensated Employees
         by the Committee in its discretion in anticipation of satisfying the
         actual deferral percentage or actual contribution percentage limits
         described in Article 11.

         In addition, effective January 1, 2003, Participants who have attained
         age 50 before the close of a Plan Year shall be eligible to have
         catch-up Elective Contributions made on their behalf for the Plan Year
         in accordance with, and subject to, the limitations of Code section
         414(v). Such catch-up Elective Contributions shall not be taken into
         account for purposes of compliance by the Plan with the required
         limitations of Code sections 402(g) and 415. The Participating
         Employers will not make Matching Contributions on account of catch-up
         Elective Contributions."

         2. Section 3.3 (a) is amended by deleting the last sentence thereof and
by replacing it with the following:

         "The amount of Matching Contributions made by a Participating Employer
         for the period shall be equal to (i) 100% of the Elective Contributions
         (excluding catch-up Elective Contributions) made on behalf of the
         Participant for the period which do not exceed 2% of the Participant's
         Compensation for such period, plus (ii) 50% of the Elective
         Contributions (excluding catch-up Elective Contributions) made on
         behalf of the Participant for the period which exceed 2% but do not
         exceed 4% of the Participant's Compensation for such period."

                                      -1-

<PAGE>

         3. Section 4.3(a) is amended by adding the following to the end
thereof:

         "Notwithstanding the foregoing, all investments under the Plan are
         subject to the rules and limitations contained in the prospectus or
         other documents that describe the investment."

         4. Section 5.5 is amended by deleting paragraph (c) and replacing it
with the following:

         "(c) If a Participant forfeits any part of his or her Accounts under
         paragraph (a) above, the amount of the forfeiture will be applied,
         first, toward any restoration of any amount previously forfeited as
         required under paragraph (a) above, and then, toward either (i) the
         payment of reasonable expenses of administering the Plan, or (ii) the
         Matching Contributions required to be made to the Plan under Section
         3.3, as determined by the Committee."

         5. Section 6.6 is amended by deleting the first sentence in the last
paragraph and replacing it with the following:

         "For purposes of this Section, a Participant's Accounts will be
         considered to be valued in excess of $5,000 if the value of his or her
         Accounts (excluding any Rollover Contributions and any earnings
         thereon) exceeds such amount at the time of the distribution in
         question."

         6. Section 6.6 is further amended by adding the following to the end
thereof:

         "Notwithstanding the foregoing, periodically the Committee will
         distribute terminated Participants' Accounts that no longer have a
         value in excess of $5,000."

         7. Section 6.8 is amended by adding the following to the end thereof:

         "With respect to distributions under the Plan made for calendar years
         beginning on or after January 1, 2003, the Plan will apply the minimum
         distribution requirements of Code section 401(a)(9) in accordance with
         the Final and Temporary Regulations that were issued on April 17,
         2002."

         8. Section 8.2 is amended by deleting the first sentence in the last
paragraph and replacing it with the following:

         "A Participant's Accounts will be considered to be valued in excess of
         $5,000 if the value of such Accounts (excluding Rollover Contributions
         and any earnings thereon) exceeds such amount at the time of the
         distribution in question."

         9. Section 8.2 is further amended by adding the following to the end
thereof:

         "Notwithstanding the foregoing, periodically the Committee will
         distribute terminated Participants' Accounts that no longer have a
         value in excess of $5,000."

                                      -2-

<PAGE>

         10. Article 9 is amended by adding a new Section 9.8 to read as
follows:

         "9.8 Expenses of Plan. The Committee may direct the Trustee to pay from
         the Trust any or all expenses of administering the Plan, to the extent
         such expenses are reasonable. The Committee will determine what
         constitutes a reasonable expense of administering the Plan, and whether
         such expenses shall be paid from the Trust. Any such expenses not paid
         out of the Trust shall be paid by the Company; provided, however, that
         to the extent permitted by ERISA, the Committee may direct the Trustee
         to reimburse the Company out of the Trust for a reasonable expense of
         administering the Plan which is paid by the Company prior to a
         determination with respect to such expense."

         IN WITNESS WHEREOF, Boston Scientific Corporation has caused this
amendment to be executed in its name and on its behalf this ________ day of
____________________, 2002.

                                           BOSTON SCIENTIFIC CORPORATION

                                           By: _______________________________

                                           Title: ____________________________

                                      -3-


</TEXT>
</DOCUMENT>
