IMS HEALTH INC
EXHIBIT 10.41
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>7
<FILENAME>a2068479zex-10_41.txt
<DESCRIPTION>EXHIBIT 10.41
<TEXT>
<Page>

                                                                   EXHIBIT 10.41











                             IMS HEALTH INCORPORATED

                         U.S. EXECUTIVE RETIREMENT PLAN





















                As Amended and Restated Effective April 17, 2001





<Page>

                                TABLE OF CONTENTS

                                                                            PAGE

INTRODUCTION.................................................................1

SECTION 1    - DEFINITIONS...................................................1

      1.1   "Actuarial Equivalent Value".....................................1

      1.2   "Affiliated Employer"............................................2

      1.3   "Average Final Compensation".....................................2

      1.4   "Basic Disability Plan"..........................................2

      1.5   "Basic Disability Plan Benefit"..................................2

      1.6   "Basic Plan".....................................................2

      1.7   "Basic Plan Benefit".............................................3

      1.8   "Board"..........................................................3

      1.9   "Cause"..........................................................3

      1.10  "Change in Control"..............................................4

      1.11  "Change in Control Agreement"....................................6

      1.12  "Code"...........................................................6

      1.13  "Company"........................................................7

      1.14  "Compensation"...................................................7

      1.15  "Covered Earnings"...............................................7

      1.16  "Deferred Vested Benefit"........................................7

      1.17  "Disability" or "Disabled".......................................7

      1.18  "Disability Benefits"............................................7

      1.19  "Effective Date".................................................8

      1.20  "Former Member"..................................................8

      1.21  "Good Reason"....................................................8

      1.22  "Lump Sum Election".............................................10

      1.23  "Member"........................................................10

      1.24  "Other Disability Income".......................................10

      1.25  "Other Retirement Income".......................................11

      1.26  "Plan"..........................................................11

      1.27  "Potential Change in Control"...................................11


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                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                           PAGE

      1.28   "Retire" or "Retirement".......................................12

      1.29  "Retirement Benefits"...........................................12

      1.30  "Service".......................................................12

      1.31  "Surviving Spouse"..............................................13

      1.32  "Surviving Spouse's Benefits"...................................13

      1.33  "Vested Former Member"..........................................13

      1.34  "Plan Administrator"............................................14

SECTION 2    - PARTICIPATION................................................14

      2.1   Commencement of Participation...................................14

      2.2   Termination of Participation....................................14

SECTION 3    - AMOUNT AND FORM OF BENEFITS..................................15

      3.1   Retirement Benefits.............................................15

      3.2   Deferred Vested Benefit.........................................16

      3.3   Form of Payment.................................................18

      3.4   Lump Sum Election...............................................20

      3.5   Cessation of Benefits...........................................21

      3.6   Notification of Cessation of Benefits...........................23

      3.7   Repayment of Benefits Paid as Lump Sum..........................23

      3.8   Change in Control...............................................24

SECTION 4    - DISABILITY BENEFITS..........................................26

      4.1   Disability Benefits.............................................26

            (a)   Eligibility...............................................26

            (b)   Amount....................................................26

SECTION 5    - SURVIVING SPOUSE'S BENEFITS..................................27

      5.1   Death Prior to Benefit Commencement.............................27

      5.2   Death On or After Benefit Commencement..........................27

      5.3   Commencement of Surviving Spouse's Benefit......................27

      5.4   Lump Sum Payment................................................28

      5.5   Reduction.......................................................29


                                      -ii-
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                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                           PAGE

SECTION 6    - PLAN ADMINISTRATOR...........................................29

      6.1   Duties and Authority............................................29

      6.2   Claims Procedure................................................29

SECTION 7    - MISCELLANEOUS................................................30

      7.1   Amendment; Termination..........................................30

      7.2   No Employment Rights............................................31

      7.3   Payout in Discretion of the Plan Administrator..................31

      7.4   Unfunded Status.................................................31

      7.5   Arbitration.....................................................32

      7.6   No Alienation...................................................32

      7.7   Withholding.....................................................33

      7.8   Governing Law...................................................33

      7.9   Successors......................................................33

      7.10  Integration.....................................................33


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                             IMS HEALTH INCORPORATED


                         U.S. EXECUTIVE RETIREMENT PLAN


                As Amended and Restated Effective April 17, 2001



                                  INTRODUCTION

Effective as of July 25, 2000, the IMS Health Incorporated U.S. Executive
Retirement Plan (the "Plan") was established to provide a means of ensuring the
payment of a competitive level of retirement income and disability and survivor
benefits, and thereby attract, retain and motivate a select group of executives
of IMS Health Incorporated and its affiliated employers. This document
represents a complete restatement of the Plan effective as of April 17, 2001.
The provisions of this amendment and restatement of the Plan shall apply to
Members of the Plan who have not retired or terminated employment with the
Company as of April 17, 2001. The rights to benefits, if any, of any Former
Member or Vested Former Member who retired or otherwise terminated employment
before April 17, 2001, together with the amount of such benefits, shall continue
to be governed by the provisions of the Plan in effect as of the date of such
retirement or termination of employment.

                            SECTION 1 - DEFINITIONS

1.1   "ACTUARIAL EQUIVALENT VALUE" shall mean a benefit of equivalent value
      computed on the basis of the 1983 Group Annuity Mortality Table and
      interest equal to the yield on 30-year Treasury Bonds as of the last
      business day of the Plan Year prior to the year in which the relevant
      calculation occurs.


<Page>

1.2   "AFFILIATED EMPLOYER" shall mean an entity affiliated with the Company.

1.3   "AVERAGE FINAL COMPENSATION" shall mean a Member's average annual
      Compensation during the five consecutive 12-month periods in the last ten
      consecutive 12-month periods of his or her Service (or during the total
      number of consecutive 12-month periods if fewer than five), immediately
      prior to the month following the Member's termination of employment with
      the Company or an Affiliated Employer or, if earlier, removal from
      participation under this Plan, affording the highest such Average Final
      Compensation. If actual monthly Compensation for any month during the
      120-month computational period is unavailable, Compensation for such month
      shall be determined by dividing the Member's annual rate of base pay in
      the month preceding such unavailable month by 12.

1.4   "BASIC DISABILITY PLAN" shall mean as to any Member the long-term
      disability plan of the Company or an Affiliated Employer pursuant to which
      long-term disability benefits are payable to such Member.

1.5   "BASIC DISABILITY PLAN BENEFIT" shall mean the amount of benefits payable
      to a Member from the Basic Disability Plan.

1.6   "BASIC PLAN" shall mean as to any Member or Vested Former Member the
      defined benefit pension plan of the Company or an Affiliated Employer
      intended to meet the requirements of Code Section 401(a) pursuant to which
      retirement benefits are payable to such Member or Vested Former Member or
      to the Surviving Spouse or designated beneficiary of a deceased Member or
      Vested Former Member.


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1.7   "BASIC PLAN BENEFIT" shall mean the amount of benefits payable from the
      Basic Plan to a Member or Vested Former Member.

1.8   "BOARD" shall mean the Board of Directors of IMS Health Incorporated,
      except that any action authorized to be taken by the Board hereunder may
      also be taken by a duly authorized committee of the Board or its duly
      authorized delegees.

1.9   "CAUSE". A Member shall not be deemed to have been terminated for "Cause"
      under this Plan unless such Member shall have been terminated for "Cause"
      under the terms of such Member's employment agreement with the Company, if
      any. If no such employment agreement containing a definition of "Cause"
      shall be in effect, for purposes of this Plan "Cause" shall mean a
      Member's:

      (a)   willful and continued failure to substantially perform his or her
            duties (other than any such failure resulting from incapacity due to
            physical or mental illness or Disability or any failure after the
            issuance of a notice of termination by the Member for Good Reason)
            which failure is demonstrably and materially damaging to the
            financial condition or reputation of the Company and/or its
            Affiliated Employers, and which failure continues more than 48 hours
            after a written demand for substantial performance is delivered to
            the Member by the Board, which demand specifically identifies the
            manner in which the Board believes that the Member has not
            substantially performed his or her duties; or


                                      -3-
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      (b)   the willful engaging by the Member in conduct which is demonstrably
            and materially injurious to the Company, monetarily or otherwise.

      No act, or failure to act, on the part of the Member shall be deemed
      "willful" unless done, or omitted to be done, by the Member not in good
      faith and without reasonable belief that his or her action or omission was
      in the best interest of the Company. Notwithstanding the foregoing, the
      Member shall not be deemed to have been terminated for Cause unless and
      until there shall have been delivered to the Member a copy of the
      resolution duly adopted by the affirmative vote of not less than
      three-quarters (3/4) of the entire membership of the Board at a meeting of
      the Board (after reasonable notice to the Member and an opportunity for
      the Member, together with the Member's counsel, to be heard before the
      Board) finding that, in the good faith opinion of the Board, the Member
      was guilty of conduct set forth above in this definition and specifying
      the particulars thereof in detail.

1.10  "CHANGE IN CONTROL". If a "Change in Control" shall have occurred or shall
      be deemed to have occurred under the terms of a Member's or Vested Former
      Member's Change in Control Agreement or employment agreement with the
      Company, if any, a "Change in Control" shall be deemed to have occurred
      under this Plan, otherwise a "Change in Control" shall be deemed to have
      occurred if:

      (a)   any "Person" as such term is used for purposes of Sections 13(d) or
            14(d) of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act") (other than the Company, any trustee or other
            fiduciary holding securities under an employee


                                      -4-
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            benefit plan of the Company, or any company owned, directly or
            indirectly, by the stockholders of the Company in substantially the
            same proportions as their ownership of stock of the Company),
            becomes the "Beneficial Owner" (as defined in Rule 13d-3 of the
            Exchange Act), directly or indirectly, of securities of the Company
            representing 20% or more of the combined voting power of the
            Company's then outstanding securities;

      (b)   during any period of 24 months (not including any period prior to
            the Effective Date), individuals who at the beginning of such period
            constitute the Board, and any new director (other than (i) a
            director nominated by a Person who has entered into an agreement
            with the Company to effect a transaction described in Sections
            1.10(a), (c), or (d) hereof, (ii) a director nominated by any Person
            (including the Company) who publicly announces an intention to take
            or to consider taking actions (including, but not limited to, an
            actual or threatened proxy contest) which if consummated would
            constitute a Change in Control, or (iii) a director nominated by any
            Person who is the Beneficial Owner, directly or indirectly, of
            securities of the Company representing 10% or more of the combined
            voting power of the Company's securities) whose election by the
            Board or nomination for election by the Company's stockholders was
            approved in advance by a vote of at least two-thirds (2/3) of the
            directors then still in office who either were directors at the
            beginning of the period or whose election or nomination for election
            was previously so approved, cease for any reason to constitute at
            least a majority thereof;


                                      -5-
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      (c)   the stockholders of the Company approve any transaction or series of
            transactions under which the Company is merged or consolidated with
            any other company, other than a merger or consolidation (i) which
            would result in the voting securities of the Company outstanding
            immediately prior thereto continuing to represent (either by
            remaining outstanding or by being converted into voting securities
            of the surviving entity) more than 66 2/3% of the combined voting
            power of the voting securities of the Company or such surviving
            entity outstanding immediately after such merger or consolidation,
            and (ii) after which no "Person" holds 20% or more of the combined
            voting power of the then outstanding securities of the Company or
            such surviving entity;

      (d)   the stockholders of the Company approve a plan of complete
            liquidation of the Company or an agreement for the sale or
            disposition by the Company of all or substantially all of the
            Company's assets; or

      (e)   the Board adopts a resolution to the effect that, for purposes of
            this Plan, a Change in Control has occurred.

1.11  "CHANGE IN CONTROL AGREEMENT" shall mean any written agreement in effect
      between any Member or Former Member or Vested Former Member and the
      Company or an Affiliated Employer pursuant to which benefits may be
      payable to such Member or Former Member or Vested Former Member in
      connection with a Change in Control.

1.12  "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
      to time.


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1.13  "COMPANY" shall mean IMS Health Incorporated.

1.14  "COMPENSATION" shall mean base salary, annual bonuses, commissions,
      overtime and shift pay, in each case prior to reductions for elective
      contributions under Sections 401(k) and 125 of the Code and deferred
      compensation under any nonqualified deferred compensation plan.
      Notwithstanding the foregoing, Compensation shall exclude severance pay
      (including, without limitation, severance pay under the Company's Employee
      Protection Plan), stay-on bonuses, long-term bonuses, retirement income,
      change-in-control payments, contingent payments, amounts paid under this
      Plan (other than Disability Benefits) or any other retirement plan or
      deferred compensation plan, income derived from stock options, stock
      appreciation rights and other equity-based compensation and other forms of
      special remuneration.

1.15  "COVERED EARNINGS" shall mean a Member's Compensation in the 12 months
      immediately preceding the onset of the Member's Disability.

1.16  "DEFERRED VESTED BENEFIT" shall mean the benefits described in Section
      3.2(b) hereof.

1.17  "DISABILITY" OR "DISABLED" shall mean disability or disabled for purposes
      of the Basic Disability Plan.

1.18  "DISABILITY BENEFITS" shall mean the benefits provided as described in
      Section 4.1(b) hereof.


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1.19  "EFFECTIVE DATE" shall mean July 25, 2000. The effective date of this
      amendment and restatement of the Plan shall mean April 17, 2001.

1.20  "FORMER MEMBER" shall mean (i) a Member whose employment with the Company
      or an Affiliated Employer terminates with a Vested Percentage equal to 0%,
      or (ii) a Member who was removed from participation in the Plan, in
      accordance with Section 2.2 hereof, with a Vested Percentage equal to 0%.

1.21  "GOOD REASON". If a Member shall have terminated employment for "Good
      Reason" under the terms of such Member's Change in Control Agreement or
      employment agreement with the Company, if any, such Member shall be deemed
      to have terminated employment for "Good Reason" under this Plan, otherwise
      "Good Reason" shall mean, without the Member's express written consent,
      the occurrence of any of the following circumstances unless, in the case
      of subsections (a), (b), (c) or (d) hereof, such circumstances are fully
      corrected prior to the date of termination specified in the notice of
      termination given in respect thereof:

      (a)   the assignment to the Member of any duties inconsistent with the
            Member's position in the Company, or an adverse alteration in the
            nature or status of the Member's responsibilities or the conditions
            of the Member's employment;

      (b)   a reduction by the Company in the Member's annual base salary,
            target bonus or perquisites except for across-the-board perquisite
            reductions similarly affecting all senior executives of the Company
            and all senior executives of any Person, as such


                                      -8-
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            term is used for purposes of Sections 13(d) or 14(d) of the
            Securities Exchange Act of 1934, as amended, in control of the
            Company;

      (c)   the relocation of the principal place of the Member's employment to
            a location more than 50 miles from the location of such place of
            employment; for this purpose, required travel on the Company's
            business will not constitute a relocation so long as the extent of
            such travel is substantially consistent with the Member's customary
            business travel obligations;

      (d)   the failure by the Company to pay to the Member any portion of the
            Member's compensation or to pay to the Member any portion of an
            installment of deferred compensation under any deferred compensation
            program of the Company within seven days of the date such
            compensation is due;

      (e)   the failure by the Company to continue in effect any material
            compensation or benefit plan in which the Member participated unless
            an equitable arrangement (embodied in an ongoing substitute or
            alternative plan) has been made with respect to such plan, or the
            failure by the Company to continue the Member's participation
            therein (or in such substitute or alternative plan) on a basis not
            materially less favorable, both in terms of the amounts of benefits
            provided and the level of the Member's participation relative to
            other participants;


                                      -9-
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      (f)   the failure of the Company to obtain a satisfactory agreement from
            any successor to the Company to fully assume the Company's
            obligations and to perform under this Plan, as contemplated in
            Section 7.9 hereof;

      (g)   with respect to any Member who is a party to a Change in Control
            Agreement, any purported termination of such Member's employment
            that is not effected pursuant to the notice provisions, if any, in
            such Member's Change in Control Agreement.

1.22  "LUMP SUM ELECTION" shall mean an election to receive all or portion of
      the benefits payable hereunder in a lump sum pursuant to Section 3.4
      hereof.

1.23  "MEMBER" shall mean an employee of the Company or an Affiliated Employer
      who becomes a participant in the Plan pursuant to Section 2, but excludes
      any Former Member or Vested Former Member.

1.24  "OTHER DISABILITY INCOME" shall mean (i) the disability insurance benefit
      that the Member is entitled to receive under the Federal Social Security
      Act while he or she is receiving the Basic Disability Plan Benefit and
      (ii) the disability income payable to a Member from any supplemental
      executive disability plan of the Company or any Affiliated Employer or
      from any other contract, agreement or other arrangement with the Company
      or an Affiliated Employer (excluding any Basic Disability Plan).


                                      -10-
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1.25  "OTHER RETIREMENT INCOME" shall mean the retirement income payable to a
      Member or Vested Former Member from any `excess benefit plan' as that term
      is defined in Section 3(36) of the Employee Retirement Income Security Act
      of 1974, as amended ("ERISA"), any plan described in Section 201(2) of
      ERISA, and any other contract, agreement or other arrangement providing a
      defined pension benefit or defined contribution retirement benefit, in any
      case, maintained or entered into with the Company or an Affiliated
      Employer (excluding this Plan, any Basic Plan, any defined contribution
      plan intended to meet the requirements of Code Section 401(a) and any
      elective plan of deferred compensation).

1.26  "PLAN" shall mean the IMS Health Incorporated U.S. Executive Retirement
      Plan, as embodied herein, and any amendments thereto.

1.27  "POTENTIAL CHANGE IN CONTROL". If a "Potential Change in Control" shall
      have occurred or shall be deemed to have occurred under the terms of a
      Member's Change in Control Agreement or employment agreement with the
      Company, if any, a "Potential Change in Control" shall be deemed to have
      occurred under this Plan, otherwise a "Potential Change in Control" shall
      be deemed to have occurred if:

      (a)   the Company enters into an agreement, the consummation of which
            would result in the occurrence of a Change in Control;


                                      -11-
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      (b)   any Person (including the Company), as defined in Section 1.10(a)
            hereof, publicly announces an intention to take or to consider
            taking actions which if consummated would constitute a Change in
            Control; or

      (c)   the Board adopts a resolution to the effect that, for purposes of
            this Plan, a Potential Change in Control has occurred.

1.28  "RETIRE" OR "RETIREMENT" shall mean the termination of a Member's or
      Vested Former Member's employment with the Company or an Affiliated
      Employer other than by reason of death or Disability (i) after reaching
      age 55 and completing one year of Service, or (ii) immediately following
      the cessation of the payment of Disability Benefits under the Plan to such
      Member or Vested Former Member while he or she is Disabled. In determining
      whether age 55 has been attained under clause (i) of this definition,
      there shall be included as years of age the number of additional years
      credited as "age" for purposes of the Plan to the Member or Vested Former
      Member under a then-effective employment agreement between the Company and
      such person.

1.29  "RETIREMENT BENEFITS" shall mean the benefits described in Section 3.1(b)
      hereof.

1.30  "SERVICE" shall mean a Member's service defined as Vesting Service in the
      Basic Plan, which is taken into account for vesting purposes thereunder
      (including any such service prior to the date such individual becomes a
      Member but not including any such service after participation hereunder
      terminates), except that (i) Service will also include service while the
      Member is receiving Disability Benefits under this Plan; (ii) if a Member
      was


                                      -12-
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      employed by a company acquired by the Company or an Affiliated Employer
      after the Effective Date, such Member's service with that company prior to
      the date of acquisition will not constitute Service hereunder; (iii) upon
      commencement of participation hereunder in accordance with Section 2.1
      hereof, the CEO (as defined in such section) may limit any service
      otherwise to constitute Service hereunder with respect to periods prior to
      the date of participation in the Plan; and (iv) no service of a Former
      Member or Vested Former Member during any period after removal from
      participation under Section 2.2 shall constitute Service for purposes of
      the Plan. The foregoing notwithstanding, there shall be included as
      Service under the Plan the number of additional years (or other additional
      period) credited as "service" for purposes of the Plan to the Member or
      Former Member or Vested Former Member under an employment agreement
      between the Company or an Affiliated Employer and such person in effect at
      the time of such person's termination of employment.

1.31  "SURVIVING SPOUSE" shall mean the spouse of a deceased Member or Vested
      Former Member to whom such Member or Vested Former Member is married under
      applicable state law immediately preceding such Member or Vested Former
      Member's death.

1.32  "SURVIVING SPOUSE'S BENEFITS" shall mean the benefits described in Section
      5 hereof.

1.33  "VESTED FORMER MEMBER" shall mean (i) a Member whose employment with the
      Company or an Affiliated Employer terminates on or after the date on which
      his or her Vested Percentage is greater than 0%, or (ii) a Member who was
      removed from


                                      -13-
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      participation in the Plan, in accordance with Section 2.2 hereof, on or
      after the date on which his or her Vested Percentage is greater than 0%.

1.34  "PLAN ADMINISTRATOR" shall mean the Company, except that any action
      authorized to be taken by the Plan Administrator hereunder may also be
      taken by any committee or person(s) duly authorized by the Board or the
      duly authorized delegees of such duly authorized committee or person(s).

                           SECTION 2 - PARTICIPATION

2.1   COMMENCEMENT OF PARTICIPATION. Such key executives of the Corporation and
      its Affiliated Employers as are designated by the CEO in writing and
      approved by the Plan Administrator shall participate in the Plan as of a
      date determined by the CEO.

2.2   TERMINATION OF PARTICIPATION. A Member's participation in the Plan shall
      terminate upon termination of his or her employment with the Company or
      any Affiliated Employer. Prior to termination of employment, a Member may
      be removed, upon written notice by the CEO as approved by the Plan
      Administrator, from further participation in the Plan. As of the date of
      termination or removal, no further benefits shall accrue to such
      individual hereunder.


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                    SECTION 3 - AMOUNT AND FORM OF BENEFITS

3.1   RETIREMENT BENEFITS.

      (a)   ELIGIBILITY. Upon the Retirement of a Member or Vested Former Member
            from the Company or an Affiliated Employer, he or she shall be
            entitled to receive a percentage (the "Vested Percentage") of the
            Retirement Benefit described in Section 3.1(b) hereof, payable in
            the form specified in Section 3.3. Notwithstanding the provisions of
            Section 1.30 of the Plan to the contrary, solely for the purpose of
            determining the Vested Percentage under the following schedule,
            Service shall exclude any such service prior to the date the
            individual becomes a Member, except to the extent otherwise
            determined by the Chief Executive Officer of the Company, in his or
            her sole discretion.

<Table>
<Caption>

              IF THE MEMBER'S SERVICE IS:     THE VESTED PERCENTAGE IS:
              ---------------------------     -------------------------
<S>                                                   <C>
                   Less than 1 year                     0%
           At least 1 but less than 2 years            33%
           At least 2 but less than 3 years            67%
                   3 or more years                    100%
</Table>


      (b)   AMOUNT. The Retirement Benefit of a Member or Vested Former Member
            shall be an annual benefit equal to the difference between (i) and
            the sum of (ii) and (iii), where:

            (i)   is 1.67% of his or her Average Final Compensation multiplied
                  by the number of his or her years of Service not in excess of
                  36 years;


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            (ii)  is the Basic Plan Benefit payable to the Member or Vested
                  Former Member as of the date of his or her Retirement
                  expressed in the form of an annual life annuity, or, if the
                  Basic Plan Benefit becomes payable after the Member's or
                  Vested Former Member's Retirement, the Actuarial Equivalent
                  Value of the Basic Plan Benefit payable in the form of an
                  annual life annuity as of such date, regardless of whether
                  such date precedes the earliest possible payment date under
                  the terms of the Basic Plan;

            (iii) is the Other Retirement Income payable to the Member or Vested
                  Former Member as of the date of his or her Retirement
                  expressed in the form of an annual life annuity, or, if the
                  Other Retirement Income becomes payable after the Member's or
                  Vested Former Member's Retirement, the Actuarial Equivalent
                  Value of the Other Retirement Income payable in the form of an
                  annual life annuity as of such date, regardless of whether
                  such date precedes the earliest possible payment date under
                  the terms of the appropriate retirement arrangement.

3.2   DEFERRED VESTED BENEFIT.

      (a)   ELIGIBILITY. Each Member and Vested Former Member who has a Vested
            Percentage (as defined below) greater than 0% and whose employment
            with the Company or an Affiliated Employer terminates prior to
            Retirement, for a reason other than Cause, death or Disability,
            shall be entitled to receive a percentage (the


                                      -16-
<Page>

            "Vested Percentage") of the Deferred Vested Benefit described in
            Section 3.2(b) hereof, payable in the form specified in Section 3.3.
            Notwithstanding the provisions of Section 1.30 of the Plan to the
            contrary, solely for the purpose of determining the Vested
            Percentage under the following schedule, Service shall exclude any
            such service prior to the date the individual becomes a Member,
            except to the extent otherwise determined by the Chief Executive
            Officer of the Company, in his or her sole discretion.

<Table>
<Caption>

             IF THE MEMBER'S SERVICE IS:     THE VESTED PERCENTAGE IS:
             ---------------------------     -------------------------
<S>                                                   <C>
                   Less than 1 year                     0%
           At least 1 but less than 2 years            33%
           At least 2 but less than 3 years            67%
                   3 or more years                    100%
</Table>


      (b)   AMOUNT. The Deferred Vested Benefit of a Member or Vested Former
            Member who terminates and who meets the eligibility requirements of
            Section 3.2(a) shall be an annual benefit equal to the difference
            between (i) and the sum of (ii) and (iii), where:

            (i)   is 1.67% of his or her Average Final Compensation multiplied
                  by the number of his or her years of Service not in excess of
                  36;

            (ii)  is the Basic Plan Benefit payable to the Member or Vested
                  Former Member as of the date his or her Deferred Vested
                  Benefit commences expressed in the form of an annual life
                  annuity, or, if the Basic Plan


                                      -17-
<Page>

                  Benefit becomes payable after the Member's or Vested Former
                  Member's Deferred Vested Benefit commences, the Actuarial
                  Equivalent Value of the Basic Plan Benefit payable in the form
                  of an annual life annuity as of such date, regardless of
                  whether such date precedes the earliest possible payment date
                  under the terms of the Basic Plan;

            (iii) is the Other Retirement Income payable to the Member or Vested
                  Former Member as of the date his or her Deferred Vested
                  Benefit commences expressed in the form of an annual life
                  annuity, or, if the Other Retirement Income becomes payable
                  after the Member's or Vested Former Member's Deferred Vested
                  Benefit commences, the Actuarial Equivalent Value of the Other
                  Retirement Income payable in the form of an annual life
                  annuity as of such date, regardless of whether such date
                  precedes the earliest possible payment date under the terms of
                  the appropriate retirement arrangement.

3.3   FORM OF PAYMENT.

      (a)   Except as provided under Section 3.3(b) or Section 3.3(c), the
            Retirement Benefit or Deferred Vested Benefit under this Plan, as
            the case may be, shall be payable in monthly installments in the
            form of a straight life annuity and without regard to any optional
            form of benefits elected under the Basic Plan. Payments shall
            commence on the first day of the calendar month coinciding with or
            next following (i) the Member's or Vested Former Member's
            Retirement, in the case


                                      -18-
<Page>

            of Retirement Benefits or (ii) the later of the date the Member or
            Vested Former Member attains age 55 or terminates employment, in the
            case of Deferred Vested Benefits.

      (b)   If a Member or Vested Former Member has made a Lump Sum Election
            pursuant to Section 3.4 and such Lump Sum Election becomes effective
            (i) prior to the date of such Member's or Vested Former Member's
            Retirement or termination of employment with the Company or an
            Affiliated Employer and (ii) while he or she was still a Member, the
            Retirement Benefit, or Deferred Vested Benefit under this Plan, as
            the case may be, shall be payable in the form or combination of
            forms of payment elected pursuant to such Lump Sum Election under
            Section 3.4 and without regard to any optional form of benefits
            elected under the Basic Plan. Any portion of the benefits hereunder
            payable in a lump sum shall be paid within 60 days following (i) the
            Member's or Vested Former Member's Retirement, in the case of
            Retirement Benefits or (ii) the later of the date the Member or
            Vested Former Member attains age 55 or terminates employment, in the
            case of Deferred Vested Benefits.

      (c)   Notwithstanding any Lump Sum Election made (or not made) under
            Section 3.3, if the lump sum value, determined in the same manner as
            provided under Section 3.4(a), of a Member's or Vested Former
            Member's Retirement, or Deferred Vested Benefit is $10,000 or less
            at the time such benefit is payable under this Plan, such benefit
            shall be payable as a lump sum.


                                      -19-
<Page>

3.4   LUMP SUM ELECTION.

      (a)   A Member or Vested Former Member may elect to receive all, none, or
            a specified portion, as provided in Section 3.4(c), of his or her
            Retirement Benefit or Deferred Vested Benefit under the Plan as a
            lump sum and to receive any balance of such benefit in the form of
            an annuity; provided that any such Lump Sum Election shall be
            effective for purposes of this Plan only if the conditions of
            Section 3.4(b) are satisfied. A Member or Vested Former Member may
            elect a payment form different than the payment form previously
            elected by him or her under this Section 3.4(a) by filing a revised
            election form; provided that any such new election shall be
            effective only if the conditions of Section 3.4(b) are satisfied
            with respect to such new election. Any prior Lump Sum Election made
            by a Member that has satisfied the conditions of Section 3.4(b)
            shall remain effective for purposes of the Plan until such Member
            has made a new election satisfying the conditions of Section 3.4(b).
            The amount of any portion of a Member's or a Vested Former Member's
            Retirement Benefit or Deferred Vested Benefit payable as a lump sum
            under this Section 3.4 shall equal the present value of such portion
            of the benefit, and such present value shall be determined (i) based
            on a discount rate equal to 85% of the average of the 15-year
            non-callable U.S. Treasury bond yields as of the close of business
            on the last business day of each of the three months immediately
            preceding the date the annuity value is determined and (ii) using
            the 1983 Group Annuity Mortality Table.


                                      -20-
<Page>

      (b)   A Member's Election under Section 3.4(a) becomes effective only if
            all of the following conditions are satisfied: (i) such Member
            remains in the employment of the Company or an Affiliated Employer,
            as the case may be, for the full 12 calendar months immediately
            following the date of such election (the "Election Date"), except in
            the case of death or Disability of such Member (in which case
            Section 3.4 (d) shall apply) and (ii) such Member complies with the
            administrative procedures set forth by the Plan Administrator with
            respect to the making of a Lump Sum Election.

      (c)   A Member making an election under Section 3.4(a) may specify the
            portion of his Retirement or Deferred Vested Benefit under the Plan
            to be received in a lump sum as follows: 0%, 25%, 50%, 75%, or 100%.

      (d)   In the event a Member who has made an Election pursuant to Section
            3.4(a) dies or becomes Disabled while employed by the Company or an
            Affiliated Employer and such death or total and permanent Disability
            occurs during the 12 calendar-month period immediately following the
            Election Date, the condition under Section 3.4(b)(i) shall be deemed
            satisfied with respect to such Member.

3.5   CESSATION OF BENEFITS. Subject to Section 3.8 hereof, no benefits or no
      further benefits, as the case may be, shall be paid to a Member, Vested
      Former Member or Surviving Spouse if the Member or Vested Former Member
      has:


                                      -21-
<Page>

      (a)   become a stockholder (unless such stock is listed on a national
            securities exchange or traded on a daily basis in the
            over-the-counter market and the Member's or Vested Former Member's
            ownership interest is not in excess of 2% of the company whose
            shares are being purchased), employee, officer, director or
            consultant of or to a company, or a member or an employee of or a
            consultant to a partnership or any other business or firm, which
            competes with any of the businesses identified in the Company's
            Employee Protection Plan, or such Member or Vested Former Member
            accepts any form of compensation from such competing entity;

      (b)   been discharged from employment with the Company or any Affiliated
            Employer for Cause;

      (c)   failed to retain in confidence any and all confidential information
            concerning the Company or any Affiliated Employer and its respective
            business which was known or became known to the Member or Vested
            Former Member, except as otherwise required by law and except
            information (i) ascertainable or obtained from public information,
            (ii) received by the Member or Vested Former Member at any time
            after the Member's or Vested Former Member's employment by the
            Company or any Affiliated Employer terminated, from a third party
            not employed by or otherwise affiliated with the Company or any
            Affiliated Employer, or (iii) which was or became known to the
            public by any means other than a breach of this Section 3.5; or


                                      -22-
<Page>

      (d)   made disparaging comments about the Company or any Affiliated
            Employer in any communications, written or oral, with any
            individual, company, government body or agency or any other entity
            whatsoever. For purposes hereof, "disparage" shall mean any
            communication, including, but not limited to, any statements,
            actions or insinuations, made either directly or through a third
            party, that would tend to lessen the standing or stature of the
            Company or any Affiliated Employer in the eyes of a customer, a
            prospective customer, a shareholder or a prospective shareholder.

3.6   NOTIFICATION OF CESSATION OF BENEFITS. Subject to Section 3.8 hereof, in
      any case described in Section 3.5, the Member, Vested Former Member or
      Surviving Spouse shall be given prior written notice that no benefits or
      no further benefits, as the case may be, will be paid to such Member,
      Vested Former Member or Surviving Spouse. Such written notice shall
      specify the particular act(s), or failures to act, and the basis on which
      the decision to cease paying his or her benefits has been made.

3.7   REPAYMENT OF BENEFITS PAID AS LUMP SUM.

      (a)   Subject to Section 3.8 hereof, a Member or Vested Former Member who
            receives in a lump sum any portion of his or her Retirement Benefit
            or Deferred Vested Benefit pursuant to a Lump Sum Election, shall
            receive such lump sum portion of such Retirement Benefit or Deferred
            Vested Benefit subject to the condition that if such Member or
            Vested Former Member engages in any of the acts described in Section
            3.5(a), then such Member or Vested Former Member shall, within 60


                                      -23-
<Page>

            days after written notice by the Company, repay to the Company the
            amount described in Section 3.7(b).

      (b)   The amount described in this Section shall equal the amount of the
            Member's or Vested Former Member's lump sum benefit paid under this
            Plan to which such Member or Vested Former Member would not have
            been entitled, if such lump sum benefit had instead been payable in
            the form of an annuity under this Plan and such annuity payments
            were subject to the provisions of Section 3.5.

3.8   CHANGE IN CONTROL.

      (a)   Anything in this Plan to the contrary notwithstanding:

            (i)   Any Member, whose employment with the Company or an Affiliated
                  Employer is involuntarily terminated by the Company or an
                  Affiliated Employer at or within two years following a Change
                  in Control for a reason other than Cause or whose employment
                  is voluntarily terminated by the Member with Good Reason at or
                  within two years following a Change in Control shall be deemed
                  to have completed three years of Service for purposes of
                  Sections 3.1(a) and 3.2(a) hereof and shall be credited with
                  three additional years of Service for purposes of calculating
                  the benefits payable under Sections 3.1(b) or 3.2(b) hereof,
                  as the case may be. Notwithstanding the provisions of Section
                  3.3 of this Plan to the contrary, payment of the Actuarial
                  Equivalent Value of such benefits shall


                                      -24-
<Page>

                  be made in the form provided in Section 3.3 commencing on the
                  first day of the calendar month coinciding with or next
                  following such Member's termination of employment; provided,
                  however, that such Actuarial Equivalent Value shall be
                  determined by crediting such Member with three additional
                  years of age and on the assumption that unreduced benefits are
                  payable upon the Member's attainment of age 55. Moreover, for
                  purposes of determining the Actuarial Equivalent Value of such
                  benefits payable in the form of a lump sum, the interest and
                  mortality factors specified in Section 3.4(a) shall apply. In
                  addition, in the event that a Member's Service shall have been
                  limited pursuant to Section 1.30(iii) to disregard Service
                  prior to such Member's participation in the Plan, such
                  limitation shall be eliminated in the event of such Member's
                  termination of employment at or within two years following a
                  Change in Control as provided above in this subsection (i).

            (ii)  In the event of a Potential Change in Control or Change in
                  Control, the Company shall, not later than 15 days thereafter,
                  have established one or more so-called "rabbi" trusts and
                  shall deposit therein cash in an amount sufficient to provide
                  for full payment of all potential benefits payable under the
                  Plan at or following a Change in Control. Such rabbi trust(s)
                  shall be irrevocable and shall provide that the Company may
                  not, directly or indirectly, use or recover any assets of the
                  trust(s) until such time as all obligations which potentially
                  could arise hereunder have been settled and paid in full,
                  subject only to the claims of creditors of the Company in the


                                      -25-
<Page>

                  event of insolvency or bankruptcy of the Company; provided,
                  however, that if no Change in Control has occurred within two
                  years after such Potential Change in Control, such rabbi
                  trust(s) shall at the end of such two-year period become
                  revocable and may thereafter be revoked by the Company.

            (iii) the provisions of Sections 3.5 through 3.7 shall be of no
                  force or effect with respect to Members who Retire or
                  terminate employment within a two-year period following a
                  Change in Control.

                        SECTION 4 - DISABILITY BENEFITS

4.1   DISABILITY BENEFITS.

      (a)   ELIGIBILITY. A Member who is enrolled for the maximum disability
            insurance coverage available under the Basic Disability Plan and who
            has become Disabled shall be entitled to the Disability Benefit
            described in Section 4.1(b).

      (b)   AMOUNT. The Disability Benefit of a Member entitled thereto shall be
            an annual benefit payable in monthly installments under this Plan
            during the same period as disability benefits are actually paid by
            the Basic Disability Plan, in an amount equal to 60% of the Member's
            Covered Earnings, offset by the Member's (i) Basic Disability Plan
            Benefit, (ii) Basic Plan Benefit, if the Basic Disability Plan
            Benefit does not already include an offset for such Basic Plan
            Benefit, and (iii) Other Disability Income.


                                      -26-
<Page>

                    SECTION 5 - SURVIVING SPOUSE'S BENEFITS

5.1   DEATH PRIOR TO BENEFIT COMMENCEMENT. Upon the death of a Member or Vested
      Former Member, prior to the commencement of his or her Retirement Benefit
      or Deferred Vested Benefit hereunder, any such Member shall be deemed to
      have completed three years of Service for purposes of Section 3.1(a) and
      Section 3.2(a) and his or her Surviving Spouse will be entitled to a
      Surviving Spouse's Benefit under this Plan equal to 50% of the Retirement
      or Deferred Vested Benefit that would have been provided from the Plan had
      the Member or Vested Member retired from or terminated employment with the
      Company or an Affiliated Employer on the date of death.

5.2   DEATH ON OR AFTER BENEFIT COMMENCEMENT. Upon the death of a Vested Former
      Member while he or she is receiving Retirement or Deferred Vested
      Benefits, his or her Surviving Spouse shall receive a Surviving Spouse's
      Benefit equal to 50% of the Benefit he or she was receiving at the time of
      death. Notwithstanding the foregoing, no benefit shall be payable under
      this Section 5.2 to the extent a Retirement Benefit or Deferred Vested
      Benefit was previously paid to a Member or Vested Former Member in the
      form of a lump sum.

5.3   COMMENCEMENT OF SURVIVING SPOUSE'S BENEFIT. Except as provided in Section
      5.4, the Surviving Spouse's Benefit provided under Sections 5.1 or 5.2
      will be payable monthly, commencing on the first day of the month
      coincident with or next following the date of the Member's or Vested
      Former Member's death or, if the Member or Vested Former Member had not
      attained age 55, on the date such Member or Vested Former Member


                                      -27-
<Page>

      would have attained age 55 had he or she lived. Such benefits shall
      continue until the first day of the month in which the Surviving Spouse
      dies.

5.4   LUMP SUM PAYMENT.

      (a)   If a Member or a Vested Former Member made an Election under Section
            3.4 but such Member or Vested Former Member died prior to such lump
            sum payment, the Surviving Spouse's Benefit payable under Section
            5.1 hereof will be payable in the form or combination of forms of
            payment so elected by such Member or Vested Former Member pursuant
            to such Lump Sum Election. The amount of any lump sum payment under
            the Plan shall be determined using the actuarial assumptions set
            forth in Section 3.4(a).

      (b)   If the lump sum value, determined in the same manner as provided
            under Section 3.4(a), of a Surviving Spouse's Benefit is $10,000 or
            less at the time such Surviving Spouse's Benefit is payable under
            this Plan, such benefit shall be payable as a lump sum.

      (c)   Any Surviving Spouse's Benefit which is payable as a lump sum shall
            be paid within 60 days after the date when any portion of such
            benefit payable in annuity form commences or would commence if any
            portion of such Surviving Spouse's Benefit were payable as an
            annuity as set forth in Section 5.3.


                                      -28-
<Page>

5.5   REDUCTION. Notwithstanding the foregoing provisions of Section 5, the
      amount of a Surviving Spouse's Benefit shall be reduced by one percentage
      point for each year (where a half year or more is treated as a full year)
      in excess of ten years that the age of the Member or Vested Former Member
      exceeds the age of the Surviving Spouse.

                         SECTION 6 - PLAN ADMINISTRATOR

6.1   DUTIES AND AUTHORITY. The Plan Administrator shall be responsible for the
      administration of the Plan and may delegate to any management committee,
      employee, director or agent its responsibility to perform any act
      hereunder, including, without limitation, those matters involving the
      exercise of discretion; provided, that such delegation shall be subject to
      revocation at any time at the Plan Administrator's discretion. The Plan
      Administrator shall have the sole discretion to determine all questions
      arising in connection with the Plan, to interpret the provisions of the
      Plan and to construe all of its terms, to adopt, amend, and rescind rules
      and regulations for the administration of the Plan, and generally to
      conduct and administer the Plan and to make all determinations in
      connection with the Plan as may be necessary or advisable. All such
      actions of the Plan Administrator shall be conclusive and binding upon all
      Members, Former Members, Vested Former Members, Surviving Spouses and
      other persons.

6.2   CLAIMS PROCEDURE. A Member, Former Member or Vested Former Member or his
      or her authorized representative shall have 60 days after receipt of
      written notification of denial of a claim for benefits under the Plan to
      request a review of the denial by making written


                                      -29-
<Page>

      request to the Plan Administrator and may review pertinent documents and
      submit issues and comments in writing within such 60-day period.

      Not later than 60 days after receipt of the request for review, the Plan
      Administrator shall render and furnish to the claimant a written decision,
      which shall make specific references to pertinent Plan provisions on which
      it is based. If special circumstances require an extension of time for
      processing, the decision shall be rendered as soon as possible, but not
      later than 120 days after receipt of the request for review, provided that
      written notice and explanation of the delay are given to the claimant
      prior to commencement of the extension. Such decision by the Plan
      Administrator shall not be subject to further review. If a decision on
      review is not furnished to a claimant within the specified time period,
      the claim shall be deemed to have been denied on review.

                           SECTION 7 - MISCELLANEOUS

7.1   AMENDMENT; TERMINATION. The Board of Directors of the Company, may, in its
      sole discretion, terminate, suspend or amend this Plan at any time or from
      time to time, in whole or in part; provided, however, that no termination,
      suspension or amendment of the Plan may adversely affect (a) a Member's or
      Vested Former Member's benefit under the Plan to which he or she is
      entitled hereunder, or, (b) a Vested Former Member's right or the right of
      a Surviving Spouse to receive or to continue to receive a benefit in
      accordance with the Plan, such benefits or rights as in effect on the date
      immediately preceding the date of such termination, suspension or
      amendment. Notwithstanding the foregoing, the Employee Benefits Committee
      of the Company may amend the Plan


                                      -30-
<Page>

      without the approval of the Board of Directors of the Company with respect
      to amendments that such Committee determines do not have a significant
      effect on the cost of the Plan.

7.2   NO EMPLOYMENT RIGHTS. Nothing contained herein will confer upon any
      Member, Former Member or Vested Former Member the right to be retained in
      the service of the Company or any Affiliated Employee, nor will it
      interfere with the right of the Company or any Affiliated Employer to
      discharge or otherwise deal with Members, Former Members or Vested Former
      Members with respect to matters of employment.

7.3   PAYOUT IN DISCRETION OF THE PLAN ADMINISTRATOR. Notwithstanding anything
      herein to the contrary, at any time following the termination of service
      of the Member or Vested Former Member, the Plan Administrator may
      authorize, under uniform rules applicable to all Members, Vested Former
      Members and Surviving Spouses under the Plan, a lump sum distribution of a
      Member's, Vested Former Member's and/or Surviving Spouse's Retirement
      Benefit or Surviving Spouse's Benefit under the Plan in an amount equal to
      the Actuarial Equivalent Value of such Retirement Benefit or Surviving
      Spouse's Benefit, in full satisfaction of all present and future Plan
      liability with respect to such Member, Vested Former Member and/or
      Surviving Spouse, if the amount of such present value is less than
      $250,000. Such lump sum distribution may be made without the consent of
      the Member, Vested Former Member or Surviving Spouse.

7.4   UNFUNDED STATUS. Members and Vested Former Members shall have the status
      of general unsecured creditors of the Company, and this Plan constitutes a
      mere promise by the


                                      -31-
<Page>

      Company to make benefit payments at the time or times required hereunder.
      It is the intention of the Company that this Plan be unfunded for tax
      purposes and for purposes of Title I of ERISA and any trust created by the
      Company and any assets held by such trust to assist the Company in meeting
      its obligations under the Plan shall meet the requirements necessary to
      retain such unfunded status.

7.5   ARBITRATION. Any dispute or controversy arising under or in connection
      with the Plan shall be settled exclusively by arbitration in New York, New
      York in accordance with the rules of the American Arbitration Association
      in effect at the time of such arbitration. The Company shall pay the
      entire costs of any proceeding brought by a Member, Vested Former Member,
      Former Member, or Surviving Spouse hereunder, including the fees and
      expenses of counsel and pension experts engaged by such person, and such
      expenses shall be reimbursed promptly upon evidence that such expenses
      have been incurred without awaiting the outcome of the proceedings;
      provided however, that such costs and expenses shall be repaid to the
      Company by the recipient of same if it is finally determined by the
      arbitrators that the position taken by such person was entirely without
      merit. Failure of such person to prevail in any dispute or controversy
      shall not be the sole basis on which such determination shall be made.

7.6   NO ALIENATION. A Member's or Vested Former Member's right to benefit
      payments under the Plan shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment or garnishment by creditors or such Member or Vested Former
      Member or his or her Surviving Spouse.


                                      -32-
<Page>

7.7   WITHHOLDING. The Company may withhold from any benefit under the Plan an
      amount sufficient to satisfy its tax withholding obligations.

7.8   GOVERNING LAW. The Plan shall be governed by and construed in accordance
      with the laws of the State of New York applicable to contracts made and to
      be performed in such state to the extent not preempted by federal law.

7.9   SUCCESSORS. The Company shall require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company to
      expressly assume and agree to perform the obligations of the Company under
      this Plan in the same manner and to the same extent that the Company would
      have been required to perform such obligations if no such succession had
      taken place and such assumption shall be an express condition to the
      consummation of any such purchase, merger, consolidation or other
      transaction.

7.10  INTEGRATION. In the event of any conflict or ambiguity between this Plan
      and the terms of any employment agreement between a Member and the Company
      or any Change in Control Agreement between a Member and the Company (this
      Plan and any such employment agreement or Change in Control Agreement
      being collectively referred to herein as the "arrangements"), such
      conflict or ambiguity shall be resolved in accordance with the terms of
      that arrangement which are most beneficial to the Member; provided,
      however, that no such resolution of any such conflict or ambiguity shall
      operate to cause the Member to receive duplicate payments or benefits
      under the arrangements.


                                      -33-

</TEXT>
</DOCUMENT>
