LINCARE HOLDINGS INC
401K PLAN
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>3
<FILENAME>dex1030.txt
<DESCRIPTION>401K PLAN
<TEXT>
<PAGE>



                                                           EXHIBIT 10.30

                          SALARY REDUCTION THRIFT PLAN
                          FOR EMPLOYEES OF LINCARE INC.

                              AMENDED AND RESTATED
                                      AS OF
                                December 30, 2001

                                  KALISH & WARD
                                    TAMPA, FL

<PAGE>

                          SALARY REDUCTION THRIFT PLAN
                          FOR EMPLOYEES OF LINCARE INC.

                              AMENDED AND RESTATED
                                      AS OF
                                December 30, 2001

Article      Title                                                         Page
-------      -----                                                         ----

ARTICLE I      Definitions..................................................I-1

ARTICLE II     Name and Purpose of the Plan and the Trust..................II-1

ARTICLE III    Plan Administrator.........................................III-1

ARTICLE IV     Eligibility and Participation...............................IV-1

ARTICLE V      Contributions to the Trust...................................V-1

ARTICLE VI     Participants' Accounts and Allocation of Contributions......VI-1

ARTICLE VII    Benefits Under the Plan....................................VII-1

ARTICLE VIII   Form and Payment of Benefits..............................VIII-1

ARTICLE IX     Hardship and Other Distributions............................IX-1

ARTICLE X      Investment Funds and Loans to Participants...................X-1

ARTICLE XI     Trust Fund and Expenses of Administration...................XI-1

ARTICLE XII    Amendment and Termination..................................XII-1

ARTICLE XIII   Merger Accounts...........................................XIII-1

ARTICLE XIV    Miscellaneous..............................................XIV-1

<PAGE>

                          SALARY REDUCTION THRIFT PLAN
                          FOR EMPLOYEES OF LINCARE INC.

                              AMENDED AND RESTATED
                                      AS OF
                                December 30, 2001

     Lincare Inc. (the "Company") hereby amends and restates the Salary
Reduction Thrift Plan for Employees of Lincare Inc. (the "Plan") effective for
all purposes as of December 30, 2001, except as may otherwise be set forth
herein.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Company previously adopted the Plan to provide retirement
benefits for eligible Employees and their beneficiaries;

     WHEREAS, pursuant to the terms of the Plan, the Company is authorized and
empowered to amend the Plan; and

     WHEREAS, the Company deems it advisable to amend and restate the Plan to
reflect changes made to applicable law by recent Acts of Congress.

     NOW, THEREFORE, in consideration of these premises, the Plan is hereby
amended and restated to read as follows:

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

     1.1      "Account" or "Accounts" shall mean a Participant's Employer
               -------      --------
Contribution Account, Elective Contribution Account, Voluntary Contribution
Account, Nonelective Contribution Account, Rollover Contribution Account and/or
such other accounts as may be established by the Plan Administrator.

     1.2      "Actual Deferral Percentage" shall mean, with respect to a group
               --------------------------
of Participants for the Plan Year, the average of the Actual Deferral Ratios
(calculated separately for each member of the group) of each Participant who is
a member of such group.

     1.3      "Actual Deferral Ratio" shall mean the ratio of the amount of
               ---------------------
elective contributions (including nonelective contributions, if any, treated as
elective contributions) made on behalf of a Participant for a Plan Year to the
Participant's

                                      I-1

<PAGE>

Compensation for the Plan Year taken into account for nondiscrimination testing
purposes under Section 401(k) of the Code.

              (a)    Nonelective contributions, if any, may be treated as
     elective contributions for this purpose only if such contributions are
     nonforfeitable when made, subject to the same distribution restrictions
     that apply to a Participant's elective contributions and satisfy the
     requirements of Section 1.401(k)-1(b)(5) of the Treasury Regulations.

              (b)    (1)    Compensation taken into account for purposes of this
              section must satisfy Section 414(s) of the Code and one of the
              definitions described in Sections 1.414(s)-1(cc)(2) and
              1.414-1(c)(3) of the Treasury Regulations.

                     (2)    An Employer may limit the period for which
              compensation is taken into account to that portion of the Plan
              Year in which the Employee was a Participant so long as this
              limit is applied uniformly to all Participants in the Plan for
              the Plan Year.

              (c)    (1)    If an eligible Employee makes no elective
              contributions, and no nonelective contributions are treated as
              elective contributions, the Actual Deferral Ratio of the
              Employee is zero.

                     (2)    For this purpose, an "eligible Employee" is any
              Employee who is directly or indirectly eligible to make a cash
              or deferred election into the Plan for all or a portion of the
              Plan Year as described in Section 1.401(k)-1(g)(4) of the
              Treasury Regulations.

     1.4      "Administrator" shall mean the Plan Administrator.
               -------------

     1.5      "Affiliate" shall mean, with respect to an Employer, any
               ---------
corporation other than such Employer that is a member of a controlled group of
corporations, within the meaning of Section 414(b) of the Code, of which such
Employer is a member; all other trades or businesses (whether or not
incorporated) under common control, within the meaning of Section 414(c) of the
Code, with such Employer; any service organization other than such Employer
that is a member of an affiliated service group, within the meaning of Section
414(m) of the Code, of which such Employer is a member; and any other
organization that is required to be aggregated with such Employer under Section
414(o) of the Code. For purposes of determining the limitations on Annual
Additions, the special rules of Section 415(h) of the Code shall apply.

     1.6      "Annual Additions" shall mean, with respect to a Limitation Year,
               ----------------
the sum of:

              (a)    the amount of Employer contributions (including elective
     contributions) allocated to the Participant under any defined
     contribution plan maintained by an Employer or an Affiliate;

                                      I-2

<PAGE>

              (b)    the amount of the Employee's contributions (other than
     rollover contributions, if any) to any contributory defined contribution
     plan maintained by an Employer or an Affiliate;

              (c)    any forfeitures allocated to the Participant under any
     defined contribution plan maintained by an Employer or an Affiliate; and

              (d)    amounts allocated to an individual medical account, as
     defined in Section 415(l)(2) of the Code that is part of a pension or
     annuity plan maintained by an Employer or an Affiliate, and amounts
     derived from contributions that are attributable to post-retirement
     medical benefits allocated to the separate account of a key employee (as
     defined in Section 419A(d)(3) of the Code) under a welfare benefit plan
     (as defined in Section 419(e) of the Code) maintained by an Employer or
     an Affiliate; provided, however, the percentage limitation set forth in
     section 6.5(a) of Article VI shall not apply to: (1) any contribution for
     medical benefits (within the meaning of Section 419A(f)(2) of the Code)
     after separation from service which is otherwise treated as an "Annual
     Addition," or (2) any amount otherwise treated as an "Annual Addition"
     under Section 415(l)(1) of the Code.

     1.7      "Annuity Starting Date" shall mean (a) the first day of the first
               ---------------------
period for which an amount is payable as an annuity under the Plan; or (b) in
the case of a benefit not payable as an annuity, the first day on which all
events have occurred that entitle the Participant to that benefit under the
Plan.

     1.8      "Applicable Tax Year" means the Tax Year in which the Plan Year
               -------------------
begins.

     1.9      "Board of Directors" and "Board" shall mean, if applicable, the
               ------------------       -----
board of directors of the Company or, when required by the context, the board
of directors of an Employer other than the Company.

     1.10     "Break in Service" shall mean a Period of Severance of twelve (12)
               ----------------
consecutive months. A Break in Service shall be deemed to commence on the first
day of the Period of Severance and shall be deemed to end on the day on which
the Employee again performs an Hour of Service.

              (a)    Solely for purposes of determining whether a Break in
     Service has occurred, in the case of an Employee who is absent from work
     beyond the first anniversary of the beginning of a Period of Severance
     and the absence is for maternity or paternity leave reasons, the date the
     Employee incurs a Break in Service shall be the second anniversary of the
     beginning of the Employee's Period of Severance. The period between the
     first and second anniversary of the beginning of the Period of Severance
     shall not constitute a Period of Service.

              (b)    An absence from work for maternity or paternity leave
     reasons means an absence by reason of the pregnancy of the Employee, by
     reason of the birth of a child of the Employee, by reason of the
     placement of a child with

                                      I-3

<PAGE>

     the Employee in connection with the adoption of such child by such
     Employee, or for purposes of caring for a child of the Employee for a
     reasonable period beginning immediately following the birth or placement
     of such child.

     1.11     "Breathco Plan" shall mean the Breathco, Inc. Profit Sharing Plan.
               -------------

     1.12     "Code" shall mean the Internal Revenue Code of 1986, as amended,
               ----
or any successor statute. Reference to a specific section of the Code shall
include a reference to any successor provision.

     1.13     "Company" shall mean Lincare Inc. and its successors.
               -------

     1.14     "Compensation" shall mean:
               ------------

              (1)    The regular salaries and wages paid by an Employer,
     elective contributions made on behalf of a Participant to this Plan or a
     plan described in Section 125 of the Code, and elective amounts that are
     not includible in the gross income of the Employee by reason of Code
     Section 132(f)(4), but shall not include overtime pay, bonuses and
     commissions, third party disability payments, stock options, relocation
     expense payments, credits or benefits under this Plan, any amount
     contributed to any pension, employee welfare, life insurance or health
     insurance plan or arrangement, or any other tax-favored fringe benefits.

              (2)    For purposes of making allocations of Employer
     contributions pursuant to Article VI with respect to any Plan Year, no
     Compensation in excess of $170,000 (adjusted under such regulations as may
     be issued by the Secretary of the Treasury) shall be taken into account for
     any Employee. For purposes of this section, for Plan Years beginning prior
     to January 1, 1997, in determining the Compensation of a Participant for
     purposes of this limitation, the rules of Section 414(q)(6) of the Code
     shall apply, except that in applying such rules, the term "family" shall
     include only the spouse of the Participant and any lineal descendants of
     the Participant who have not attained age 19 before the end of the Plan
     Year. If as a result of the application of these rules, the adjusted dollar
     limitation under Section 401(a)(17) of the Code is exceeded the limitation
     shall be prorated among the affected individuals in proportion to each
     individual's Compensation as determined under this section prior to the
     application of this limitation.

              (3)    For purposes of making allocations of Employer
     contributions pursuant to Article VI with respect to any Plan Year, no
     Compensation paid by an Employer with respect to an Employee prior to the
     Employee's first day of participation shall be taken into account.

     1.15     "Early Retirement Date" shall mean, for purposes of the Merger
               ---------------------
Accounts, the date on which a Participant attains the age of 55 years.

                                      I-4

<PAGE>

     1.16     "Effective Date" of this amendment and restatement of the Plan
               --------------
shall mean December 30, 2001, except as may otherwise be noted herein. The Plan
was originally effective on November 1, 1988.

     1.17     "Elective Contribution Account" shall mean an account established
               -----------------------------
pursuant to section 6.2 of Article VI with respect to contributions made under
salary reduction arrangements pursuant to Article V.

     1.18     "Eligible Spouse" shall mean a Participant's husband or wife.
               ---------------

     1.19     "Employee" shall mean:
               --------

              (a)    any person employed by an Employer or an Affiliate other
              than:

                    (1)    a member of a collective bargaining unit if
              retirement benefits were a subject of good faith bargaining
              between such unit and an Employer; or

                    (2)    a non-resident alien who does not receive earned
              income from sources within the United States; and

                    (3)    an individual whose employment status has not been
              recognized by completion of Internal Revenue Service Form W-4
              and who is not initially treated as a common law employee of an
              Employer on the payroll records of an Employer.

                    (b)    The term "Employee" shall also include any individual
              required to be treated as an Employee by reason of Section
              414(n) or Section 414(o) of the Code (but only for the purposes
              specified in such Sections).

     1.20     "Employer" shall mean Lincare Inc., its parent, Lincare Holdings,
               --------
Inc., their corporate subsidiaries, and any subsidiary, related corporation or
other entity that adopts this Plan with the consent of the Company.

     1.21     "Employer Contribution Account" shall mean an account established
               -----------------------------
pursuant to section 6.2 of Article VI with respect to Employer contributions
made pursuant to Article V.

     1.22     "Entry Date" shall mean the first day of any calendar month.
               ----------

     1.23     "Fund" or "Trust Fund" shall mean the Fund established under the
               ----      ----------
Funding Agreement consisting of the total of the amounts held in the
Participants' Accounts under the Plan, from which the benefit amounts provided
for by the Plan are to be paid or funded.

                                      I-5

<PAGE>

     1.24     "Funding Agent" shall mean a commercial life insurance company, a
               -------------
corporate trustee or other entity selected by the Company and which shall
accept the appointment to execute the duties as stated in the Funding
Agreement(s).

     1.25     "Funding Agreement" shall mean the insurance contract(s), annuity
               -----------------
contracts and/or trust agreement(s) entered into between the Company and the
Funding Agent to carry out the purposes of the Plan, which Funding Agreement
shall form a part of the Plan.

     1.26     (a)    "Highly Compensated Employee" shall mean, effective for
                      ---------------------------
     Plan Years beginning on and after January 1, 1997, any Employee:

                     (1)    who was a 5% owner of an Employer (within the
              meaning of Section 416(i)(1)(B) of the Code) during the Plan
              Year or the immediately preceding Plan Year; or

                     (2)    whose Section 415 Compensation was more than $80,000
              (as adjusted in accordance with law) for the preceding Plan
              Year and was a member of the "top paid group" for such
              preceding year; provided, that as used herein, "top paid group"
              shall mean all Employees who are in the top 20% of the
              Employer's work force ranked on the basis of Section 415
              Compensation paid during the year; provided, further, that for
              purposes of determining the "top paid group", any reasonable
              method of rounding or tie-breaking is permitted; provided,
              further, that for purposes of determining the number of
              Employees in the top paid group, Employees described in Section
              414(q)(5) of the Code shall be excluded.

              (b)    In determining who is a Highly Compensated Employee,
     Employees who are nonresident aliens and who receive no earned income
     (within the meaning of Section 911(d)(2) of the Code) from an Employer
     constituting United States source income (within the meaning of Section
     861(a)(3) of the Code) shall not be treated as Employees.

              (c)    For purposes of determining who is a Highly Compensated
     Employee, an Employer and any Affiliate shall be taken into account as a
     single Employer.

              (d)    For purposes of this section, the determination of Section
     415 Compensation shall be based only on Section 415 Compensation that is
     actually paid and shall be made by including elective or salary reduction
     contributions to a plan described in Section 125 of the Code, a plan
     described in Section 401(k) of the Code, a simplified employee pension
     described in Section 408(k) of the Code or a plan described in Section
     403(b) of the Code.

              (e)    The term "Highly Compensated Employee" shall also mean any
     former Employee who separated from service (or was deemed to have
     separated from service) prior to the Plan Year, performs no service for
     an Employer during

                                      I-6

<PAGE>

     the Plan Year, and was an actively employed Highly Compensated Employee
     in the separation year or any Plan Year ending on or after the date the
     Employee attained age 55.

     1.27     "Hour of Service" shall mean:
               ---------------

              (a)    (1)    an hour for which an Employee is paid, or entitled
              to payment, for the performance of duties for an Employer or an
              Affiliate;

                     (2)    an hour for which an Employee is paid, or entitled
              to payment, by an Employer or an Affiliate on account of a
              period of time during which no duties are performed
              (irrespective of whether the employment relationship has
              terminated) due to vacation, holiday, illness, incapacity
              (including disability), lay-off, jury duty, military duty,
              severance or leave of absence. Notwithstanding the preceding,

                            (A)    no more than 501 Hours of Service shall be
                     credited under this subsection (A) to an Employee on
                     account of any single continuous period during which the
                     Employee performs no duties (whether or not such period
                     occurs in a single Plan Year);

                            (B)    an hour for which an Employee is directly or
                     indirectly paid, or entitled to payment, on account of a
                     period during which no duties are performed shall not be
                     credited to the Employee if such payment is made or due
                     under a plan maintained solely for the purpose of
                     complying with applicable workmen's compensation, or
                     unemployment compensation or disability insurance laws;
                     and

                            (C)    an hour shall not be credited for a payment
                     which solely reimburses an Employee for medical or
                     medically related expenses incurred by the Employee; and

                     (3)    an hour for which back pay, irrespective of
              mitigation of damages, is either awarded or agreed to by an
              Employer or an Affiliate; provided, that the same Hour of
              Service shall not be credited both under subsection (a)(1) or
              subsection (a)(2), as the case may be, and under this
              subsection (a)(3). Crediting of an Hour of Service for back pay
              awarded or agreed to with respect to periods described in
              subsection (a)(2) shall be subject to the limitations set forth
              in that section.

     The definition set forth in this subsection (a) is subject to the special
     rules contained in Department of Labor Regulations Sections
     2530.200b-2(b) and (c), and any regulations amending or superseding such
     sections, which special rules are hereby incorporated in the definition
     of "Hour of Service" by this reference.

              (b)    (1)    Notwithstanding the other provisions of this "Hour
              of Service" definition, in the case of an Employee who is
              absent from work for any period by reason of her pregnancy, by
              reason of the birth of a child of the

                                      I-7

<PAGE>

              Employee, by reason of the placement of a child with the
              Employee in connection with the adoption of such child by the
              Employee or for purposes of caring for such child for a
              reasonable period beginning immediately following such birth or
              placement, the Employee shall be treated as having those Hours
              of Service described in subsection (b)(2).

                     (2)    The Hours of Service to be credited to an Employee
              under the provisions of subsection (b)(1) are the Hours of
              Service that otherwise would normally have been credited to
              such Employee but for the absence in question or, in any case
              in which the Plan is unable to determine such hours, eight
              Hours of Service per day of such absence; provided, however,
              that the total number of hours treated as Hours of Service
              under this subsection (b) by reason of any such pregnancy or
              placement shall not exceed 501 hours.

                     (3)    The hours treated as Hours of Service under this
              subsection (b) shall be credited only in the Plan Year in which
              the absence from work begins, if the crediting is necessary to
              prevent a Break in Service in such Plan Year or, in any other
              case, in the immediately following Plan Year.

                     (4)    Credit shall be given for Hours of Service under
              this subsection (b) solely for purposes of determining whether
              a Break in Service has occurred for participation or vesting
              purposes; credit shall not be given hereunder for any other
              purposes (including, without limitation, benefit accrual).

                     (5)    Notwithstanding any other provision of this
               subsection (b), no credit shall be given under this subsection
              (b) unless the Employee in question furnishes to the Plan
              Administrator such timely information as the Plan Administrator
              may reasonably require to establish that the absence from work
              is for reasons referred to in subsection (b)(1) and the number
              of days for which there was such an absence.

              (c)    For purposes of this section, the term "Employee" shall
     include any individual employed by an Employer, including a leased
     employee.

     1.28     "Key Employee" shall mean any Employee or former Employee who is
               ------------
at any time during the Plan Year (or was at any time during the four preceding
Plan Years) (a) an officer of an Employer (within the meaning of Section
416(i)(1) of the Code) having an aggregate annual compensation from the
Employer and its Affiliates in excess of 50% of the amount in effect under
Section 415(b)(1)(A) of the Code for any such Plan Year, (b) one of the ten
Employees owning (or considered as owning) the largest interests in an
Employer, owning more than a 1/2% interest in the Employer, and having an
aggregate annual compensation from the Employer and its Affiliates of more than
the limitation in effect under Section 415(c)(1)(A) of the Code for the
calendar year that includes the last day of the Plan Year (if two Employees
have equal interests in an Employer, the Employee having the greater annual
compensation from the Employer

                                      I-8

<PAGE>

shall be deemed to have a larger interest), (c) a 5% owner of an Employer
(within the meaning of Section 416(i)(1)(B) of the Code) or (d) a 1% owner of
an Employer (within the meaning of Section 416(i)(1)(B) of the Code) having an
aggregate annual compensation from the Employer and its Affiliates of more than
$150,000. For purposes of this section the term "compensation" shall mean an
Employee's Section 415 Compensation. Effective for Plan Years beginning before
January 1, 1998, for purposes of this section, the determination of Section 415
Compensation shall be based only on Section 415 Compensation that is actually
paid and shall be made by including elective or salary reduction contributions
to a plan described in Section 125 of the Code, a plan described in Section
401(k) of the Code, a simplified employee pension described in Section 408(k)
of the Code, a plan described in Section 403(b) of the Code, or amounts
excludable from the Employee's gross income by reason of Code Section 132(f)(4).

     1.29     "Limitation Year" shall mean the Plan Year.
               ---------------

     1.30     "Merger Account" shall mean each account established pursuant to
               --------------
Article XIII with respect to contributions to the OMNI Plan or the Breathco
Plan on behalf of a Participant prior to the merger of the OMNI Plan and the
Breathco Plan with this Plan effective as of the close of business on December
31, 1995 (or as soon thereafter as administratively feasible). For all purposes
of the Plan, except as expressly provided in Article XIII to the contrary, the
term "Account" as defined in section 1.1 of Article I shall include a
Participant's Merger Accounts.

     1.31     "Nonelective Contribution Account" shall mean an account
               --------------------------------
established pursuant to section 6.2 of Article VI with respect to Employer
nonelective contributions made pursuant to Article V.

     1.32     "Non-Highly Compensated Employee" shall mean, with respect to any
               -------------------------------
Plan Year, an Employee or former Employee who is not a Highly Compensated
Employee.

     1.33     "Non-Key Employee" shall mean, with respect to any Plan Year, an
               ----------------
Employee or former Employee who is not a Key Employee (including any such
Employee who formerly was a Key Employee).

     1.34     "Normal Retirement Date" shall mean the date on which a
               ----------------------
Participant attains the age of 65 years.

     1.35     "Omni Plan" shall mean the OMNI Retirement Plan.
               ---------

     1.36     "One Year Break In Service" shall mean a Plan Year in which an
               -------------------------
Employee has 500 or fewer Hours of Service, and it shall be deemed to occur on
the last day of any such Plan Year.

     1.37     "Participant" shall mean any eligible Employee of an Employer who
               -----------
has become a Participant under the Plan and shall include any former employee
of an

                                      I-9

<PAGE>

Employer who became a Participant under the Plan and who still has a balance in
an Account under the Plan.

     1.38     "Period Of Service" shall mean, with respect to an Employee, the
               -----------------
period (expressed in years and fractional years) beginning with the date the
Employee last commenced employment with an Employer or an Affiliate and ending
with the date that a Period of Severance begins; provided, however, that any
Period of Severance of less than twelve (12) consecutive months shall be
disregarded and such time shall be included in the Period of Service.

              (a)    For purposes of this section,

                     (1)    the date an Employee commenced employment is the
              first day an Employee performs an Hour of Service, and

                     (2)    fractional periods of less than a year shall be
              expressed in terms of days.

              (b)    For purposes of determining a Participant's vested
     percentage under the Plan:

                     (1)    If an Employee incurs a Break in Service and is
              thereafter reemployed by an Employer, his Periods of Service
              before such date shall be added to his Periods of Service after
              reemployment for purposes of determining his vested percentage
              in his Employer Contribution Account and Nonelective
              Contribution Account attributable to contributions made after
              his reemployment.

                     (2)    Notwithstanding the foregoing, Periods of Service
              shall not include any Period of Service prior to a Break in
              Service if the Participant had no vested interest in the
              balance of his Accounts attributable to Employer contributions
              at the time of such Break in Service and if the number of
              consecutive Breaks in Service equaled or exceeded the greater
              of five or the number of Years of Service completed by the
              Participant prior thereto (not including any Periods of Service
              not required to be taken into consideration under this
              subsection as a result of any prior Break in Service).

              (c)    For purposes of this section, the term "Employee" shall
     include any individual employed by an Employer, including a leased
     employee.

    1.39    "Period Of Severance" shall mean, with respect to an Employee, the
             -------------------
period beginning with the earlier of the date the Employee separates from the
service of an Employer or an Affiliate by reason of quitting, discharge, death
or retirement, or the date twelve (12) months after the date the Employee
separates from the service of the Employer or Affiliate for any reason other
than quitting, retirement, discharge or death (e.g., vacation, holiday,
sickness, disability, leave of absence or lay off), and ending with the date
the Employee performs an Hour of Service. For purposes of this section, the

                                      I-10

<PAGE>

term "Employee" shall include any individual employed by an Employer, including
a leased employee.

     1.40     "Plan" shall mean the 401(k) plan as herein set forth, as it may
               ----
be amended from time to time.

     1.41     "Plan Administrator" shall mean the Company.
               ------------------

     1.42     "Plan Year" shall mean, effective December 5, 2000, the 12-month
               ---------
period ending on December 29. The Plan Year beginning January 1, 2000 was the
364 day period ending December 29, 2000. Prior to December 5, 2000, "Plan Year"
meant the 12-month period ending on December 31. The Plan Year for the OMNI
Plan beginning July 1, 1995 was the 6-month period ending December 31, 1995.
The Plan Year for the Breathco Plan beginning April 1, 1995 was the 9-month
period ending December 31, 1995.

     1.43     "Qualified Joint and Survivor Annuity" shall mean
               ------------------------------------

              (a)    in the case of a Participant who has an Eligible Spouse,
     an annuity for the life of the Participant with a survivor annuity for
     the life of his spouse that is 50% of the amount of the annuity payable
     during the joint lives of the Participant and his spouse; provided,
     however, that such annuity shall be the actuarial equivalent of the
     benefit that would otherwise be paid to the Participant; and

              (b)    in the case of any other Participant, an annuity for the
     life of the Participant.

     1.44     "Qualified Preretirement Survivor Annuity" shall mean a survivor
               ----------------------------------------
annuity for the life of the surviving spouse of the Participant equal to the
death benefit provided in section 7.4 of Article VII and that begins within a
reasonable time following the death of the Participant.

     1.45     "Rollover Contribution Account" shall mean an account established
               -----------------------------
pursuant to section 6.2 of Article VI with respect to rollover contributions
made pursuant to Article V.

     1.46     "Section 415 Compensation" shall include all wages and other
               ------------------------
payments of compensation to a Participant from all Employers and all
Affiliates, and, effective January 1, 1998, elective contributions made on
behalf of a Participant to this Plan or a plan described in Section 125 of the
Code, and, effective December 30, 2001, elective amounts that are not
includible in the gross income of the Employee by reason of Code Section
132(f)(4), for personal services actually rendered for which the Employers and
Affiliates are required to furnish the Participant a written statement under
Sections 6041(d), 6051(a)(3) and 6052 of the Code (and without regard to any
provisions under Section 3401(a) of the Code that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed).

                                      I-11

<PAGE>

     1.47     "Specified Minimum Employer Contribution" means an amount
               ---------------------------------------
contributed by the Employer to the Trust pursuant to Article V, Section 5.2,
subsection (b), paragraph (1) of the Plan.

     1.48     "Tax Year" means the fiscal year of the Company which begins on
               --------
January 1 and ends on December 31.

     1.49     "Top Heavy Plan" shall mean this Plan if the aggregate account
               --------------
balances (not including voluntary rollover contributions made by any
Participant from an unrelated plan) of the Key Employees and their
beneficiaries for such Plan Year exceed 60% of the aggregate account balances
(not including voluntary rollover contributions made by any Participant from an
unrelated plan) for all Participants and their beneficiaries. Such values shall
be determined for any Plan Year as of the last day of the immediately preceding
Plan Year (or, for the first Plan Year, the last day of the first Plan Year).
The account balances on any determination date shall include the aggregate
distributions made with respect to Participants during the five-year period
ending on the determination date. For the purposes of this definition, the
aggregate account balances for any Plan Year shall include the account balances
and accrued benefits of all retirement plans qualified under Section 401(a) of
the Code with which this Plan is required to be aggregated to meet the
requirements of Section 401(a)(4) or 410 of the Code (including terminated
plans that would have been required to be aggregated with this Plan) and all
plans of an Employer or an Affiliate in which a Key Employee participates; and
such term may include (at the discretion of the Plan Administrator) any other
retirement plan qualified under Section 401(a) of the Code that is maintained
by an Employer or an Affiliate, provided the resulting aggregation group
satisfies the requirements of Sections 401(a) and 410 of the Code. All
calculations shall be on the basis of actuarial assumptions that are specified
by the Plan Administrator and applied on a uniform basis to all plans in the
applicable aggregation group. The account balance of any Participant shall not
be taken into account if:

              (a)    he is a Non-Key Employee for any Plan Year, but was a Key
     Employee for any prior Plan Year, or

              (b)    he has not performed any service for an Employer during the
     five-year period ending on the determination date.

     1.50     "Trust" shall mean the Trust established by the Funding Agreement.
               -----

     1.51     "Trustee" shall mean the individual, individuals or corporation
               -------
designated as trustee under the Funding Agreement.

     1.52     "Valuation Date" shall mean the last day of each year and/or each
               --------------
day securities are traded on a national stock exchange.

     1.53     "Valuation Period" shall mean the period beginning with the first
               ----------------
day after a Valuation Date and ending with the next Valuation Date.

                                      I-12

<PAGE>

     1.54     "Voluntary Contribution Account" shall mean an account established
               ------------------------------
pursuant to Section 6.2 of Article VI with respect to voluntary contributions
previously made to this Plan.

     1.55     "Whole Year Period of Service" shall mean:
               ----------------------------

              (a)    the number of whole years included in an Employee's Periods
     of Service determined by aggregating all his years and days of service
     and converting days into years based upon the assumption that a year
     includes 365 days. Any Period of Service remaining after the aggregation
     that totals less than 365 days shall be disregarded in determining an
     Employee's number of Whole Year Periods of Service.

              (b)    For purposes of determining Whole Year Periods of Service
     for each Employee previously employed by OMNI Health Services Corporation
     or Breathco, Inc., such Employee's Whole Year Periods of Service shall
     include the number of "years of service" with OMNI Health Services
     Corporation or Breathco, Inc. as determined under the terms of the OMNI
     Plan or the Breathco Plan prior to his initial employment by the Company.

     1.56     "Year of Service" shall mean:
               ---------------

              (a)    for purposes of determining an Employee's eligibility to
     receive an allocation under Article VI, a Plan Year during which an
     Employee completes 1,000 or more Hours of Service; and

              (b)    For purposes of Article VII, an Employee's "Years of
     Service" shall not include the following:

                     (1)    Any Year of Service prior to a Break in Service, but
              only prior to such time as the Participant has completed a Year
              of Service after such Break in Service.

                     (2)    (A)    In the case of a Participant who has no
                     vested interest in the balance of his Accounts (other
                     than the Rollover Contribution Account), Years of
                     Service before any period of consecutive Breaks in
                     Service shall not be required to be taken into account
                     if the number of consecutive Breaks in Service equals or
                     exceeds the greater of five or the aggregate number of
                     Years of Service completed by the Participant prior to
                     such period of consecutive Breaks in Service.

                            (B)    For purposes of this subsection (b)(2), any
                     Years of Service not required to be taken into account
                     by reason of the application of this subsection shall
                     not be taken into account in applying this subsection
                     (b)(2) to a subsequent period of Breaks in Service.

                                      I-13

<PAGE>

              (c)    For purposes of this section, the term "Employee" shall
     include any individual employed by an Employer, including a leased
     employee.

                                      I-14

<PAGE>

                                  ARTICLE II

                   NAME AND PURPOSE OF THE PLAN AND THE TRUST
                   ------------------------------------------

     2.1      Name of Plan. A 401(k) plan is hereby amended and restated in
              ------------
accordance with the terms hereof and shall be known as the "SALARY REDUCTION
THRIFT PLAN FOR EMPLOYEES OF LINCARE INC."

     2.2      Exclusive Benefit. This Plan has been established for the sole
              -----------------
purpose of providing benefits to the Participants. Except as otherwise
permitted by law, in no event shall any part of the principal or income of the
Trust be paid to or reinvested in any Employer or be used for or diverted to
any purpose whatsoever other than for the exclusive benefit of the Participants
and their beneficiaries.

     2.3      Return of Contribution. Notwithstanding the foregoing, any
              ----------------------
contribution made by an Employer to this Plan by a mistake of fact may be
returned to the Employer within one year after the payment of the contribution;
and any contribution made by an Employer that is conditioned upon the
deductibility of the contribution under Section 404 of the Code (each
contribution shall be presumed to be so conditioned unless the Employer
specifies otherwise) may be returned to the Employer if the deduction is
disallowed and the contribution is returned (to the extent disallowed) within
one year after the disallowance of the deduction.

     2.4      Participants' Rights. The establishment of this Plan shall not be
              --------------------
considered as giving any Employee, or any other person, any legal or equitable
right against any Employer, any Affiliate, the Plan Administrator, the Trustee
or the principal or the income of the Trust, except to the extent otherwise
provided by law. The establishment of this Plan shall not be considered as
giving any Employee, or any other person, the right to be retained in the
employ of any Employer or any Affiliate.

     2.5      Qualified Plan. This Plan and the Trust are intended to qualify
              --------------
under the Code as a tax-qualified employees' plan and trust as described in
Sections 401(a) and 501(a) of the Code.

                                      II-1

<PAGE>

                                   ARTICLE III

                               PLAN ADMINISTRATOR
                               ------------------

     3.1      Administration of The Plan. The Plan Administrator shall control
              --------------------------
and manage the operation and administration of the Plan, except with respect to
investments. The Plan Administrator shall have no duty with respect to the
investments to be made of the assets in the Trust except as may be expressly
assigned to it by the terms of the Trust Agreement.

     3.2      Powers and Duties. The Plan Administrator shall have complete
              -----------------
control over the administration of the Plan herein embodied, with all powers
necessary to enable it to carry out its duties in that respect. Not in
limitation, but in amplification of the foregoing, the Plan Administrator shall
have the power and discretion to interpret or construe this Plan and to
determine all questions that may arise as to the status and rights of the
Participants and others hereunder.

     3.3      Direction of Funding Agent. It shall be the duty of the Plan
              --------------------------
Administrator to direct the Funding Agent with regard to the allocation and the
distribution of the benefits to the Participants and others hereunder.

     3.4      Summary Plan Description and Reports. The Plan Administrator shall
              ------------------------------------
prepare or cause to prepared a summary plan description (if required by law)
and such periodic and annual reports as are required by law.

     3.5      Disclosure. The Plan Administrator shall from time to time furnish
              ----------
to each Participant a statement containing the value of his interest in the
Trust Fund and such other information as may be required by law.

     3.6      Conflict in Terms. The Plan Administrator shall notify each
              -----------------
Employee, in writing, as to the existence of the Plan and Trust and the basic
provisions thereof. In the event of any conflict between the terms of this Plan
and the Trust Agreement and any explanatory booklet or other description, this
Plan and the Trust Agreement shall control.

     3.7      Records. The Plan Administrator shall keep a complete record of
              -------
all its proceedings as such Plan Administrator and all data necessary for the
administration of the Plan. All of the foregoing records and data shall be
located at the principal office of the Plan Administrator.

     3.8      Final Authority. Except to the extent otherwise required by law,
              ---------------
the decision of the Plan Administrator in matters within its jurisdiction shall
be final, binding and conclusive upon each Employer and each Employee, member
and beneficiary and every other interested or concerned person or party.

                                      III-1

<PAGE>

     3.9      Claims.
              ------

              (a)    Claims for benefits under the Plan may be made by a
     Participant or a beneficiary of a Participant on forms supplied by the
     Plan Administrator. Written notice of the disposition of a claim shall be
     furnished to the claimant by the Plan Administrator within ninety (90)
     days after the application is filed with the Plan Administrator, unless
     special circumstances require an extension of time for processing, in
     which event action shall be taken as soon as possible, but not later than
     one hundred eighty (180) days after the application is filed with the
     Plan Administrator; and, in the event that no action has been taken
     within such ninety (90) or one hundred eighty (180) day period, the claim
     shall be deemed to be denied for the purposes of subsection (b). In the
     event that the claim is denied, the denial shall be written in a manner
     calculated to be understood by the claimant and shall include the
     specific reasons for the denial, specific references to pertinent Plan
     provisions on which the denial is based, a description of the material
     information, if any, necessary for the claimant to perfect the claim, an
     explanation of why such material information is necessary and an
     explanation of the claim review procedure.

              (b)    If a claim is denied (either in the form of a written
     denial or by the failure of the Plan Administrator, within the required
     time period, to notify the claimant of the action taken), a claimant or
     his duly authorized representative shall have sixty (60) days after the
     receipt of such denial to petition the Plan Administrator in writing for
     a full and fair review of the denial, during which time the claimant or
     his duly authorized representative shall have the right to review
     pertinent documents and to submit issues and comments in writing. The
     Plan Administrator shall promptly review the claim and shall make a
     decision not later than sixty (60) days after receipt of the request for
     review, unless special circumstances require an extension of time for
     processing, in which event a decision shall be rendered as soon as
     possible, but not later than one hundred twenty (120) days after the
     receipt of the request for review. If such an extension is required
     because of special circumstances, written notice of the extension shall
     be furnished to the claimant prior to the commencement of the extension.
     The decision of the review shall be in writing and shall include specific
     reasons for the decision, written in a manner calculated to be understood
     by the claimant, with specific references to the Plan provisions on which
     the decision is based.

     3.10     Appointment of Advisors. The Plan Administrator may appoint such
              -----------------------
accountants, counsel (who may be counsel for an Employer), specialists and
other persons that it deems necessary and desirable in connection with the
administration of this Plan. The Plan Administrator, by action of its Board of
Directors, may designate one or more of its employees to perform the duties
required of the Plan Administrator hereunder.

                                      III-2

<PAGE>

                                  ARTICLE IV

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

     4.1      Current Participants. Any Employee who was a Participant in this
              --------------------
Plan on the Effective Date of this amendment and restatement of the Plan shall
remain as a Participant in the Plan.

     4.2      Eligibility and Participation.
              -----------------------------

              (a)    Except as provided in section 4.1 above, for purposes of
     making elective deferrals under Section 5.1 of the Plan, any Employee of
     an Employer shall be eligible to become a Participant in the Plan upon
     completing a ninety day Period of Service and attaining age 18. For
     purposes of being eligible to receive any other contribution under the
     Plan, any Employee of an Employer is eligible to become a Participant in
     the Plan upon completing a Whole Year Period of Service and attaining the
     age of 18.

              (b)    Upon completion of the eligibility requirements described
     above, an Employee shall enter the Plan as a Participant, if he is still
     an Employee of an Employer, on the first Entry Date concurring therewith
     or occurring thereafter.

     4.3      Former Employees.
              ----------------

              (a)    A Participant who separates from service with the Employer
     and who subsequently reenters the employ of an Employer as an Employee
     shall be eligible again to become an active Participant on the date of
     his reemployment, regardless of whether such date is a normal Entry Date.
     This requirement is satisfied if such Employee is permitted to commence
     or resume, as the case may be, making elective contributions no later
     than the beginning of the first payroll period commencing after the
     Employee's date of reemployment.

              (b)    An Employee who satisfies the eligibility requirements set
     forth above and who terminates employment with the Employer prior to
     becoming a Participant will become a Participant on the later of (1) the
     Entry Date on which he would have entered the Plan had he not terminated
     employment, or (2) the date of his reemployment.

     4.4      Other Employees. An Employee who has completed the eligibility
              ---------------
requirements set forth in paragraph (a) prior to becoming an Employee of an
Employer shall enter the Plan as a Participant on the day he became an Employee
of an Employer (or, if later, the later of the first Entry Date following the
completion of his eligibility requirements, or following the effective date
upon which he is credited with completion of such eligibility requirements as a
result of this Plan's recognition of his Years of Service with a predecessor
employer).

                                      IV-1

<PAGE>

                                   ARTICLE V

                           CONTRIBUTIONS TO THE TRUST
                           --------------------------

     5.1      Participants' Elective Contributions.
              ------------------------------------

              (a)    The Employer shall contribute to the Trust, on behalf of
     each Participant, an elective contribution as specified in a salary
     reduction agreement between the Participant and such Employer; provided,
     however, that such contribution for a Participant shall not exceed the
     lesser of

                     (1)    (A)    $10,500 or the amount specified in Section
                     402(g) of the Code (as adjusted in accordance with law)
                     with respect to any calendar year,

                            (B)    reduced in accordance with section 9.1(c)(3)
                     of Article IX, during the calendar year immediately
                     following the year a Participant receives a hardship
                     distribution, by the amount of such Participant's elective
                     contributions for the year of the distribution, or

                     (2)    15% of the Participant's Compensation for such Plan
                     Year.

                     (b)    (1)    The minimum deferral percentage made on
              behalf of a Participant electing to make a contribution for any
              Plan Year shall be 1% of his Compensation.

                     (2)    Deferrals made on behalf of a Participant shall be
              made in whole percentages.

              (c)    If a Participant's elective contributions, together with
     any elective contributions by the Participant to any other plans intended
     to qualify under Sections 401(k), 403(b) or 457 of the Code, exceed the
     limitation set forth in section 5.1(a) of this Article V, the Plan
     Administrator shall refund to such Participant the portion of such excess
     deferrals that are attributable to elective contributions to the Plan, plus
     the earnings thereon.  The Plan Administrator may use any reasonable method
     for computing the income allocable to such excess deferrals, provided that
     the method does not violate Section 401(a)(4) of the Code, is used
     consistently for all Participants and for all corrective distributions
     under the Plan for the Plan Year, and is used by the Plan for allocating
     income to Participants' Accounts. Any such refund shall be made on or
     before April 15 of the Plan Year following the Plan Year in which excess
     elective contribution is made. The amount of excess deferrals that may be
     distributed under this section 5.1(c) with respect to a Participant for any
     taxable year shall be reduced by any excess elective contributions
     previously distributed pursuant to section 5.1(f) with respect to such
     Participant for the Plan Year ending with or within such taxable year.

                                      V-1

<PAGE>

              (d)      Any salary reduction agreement shall be executed and in
     effect prior to the first day of the first pay period to which it applies.
     A Participant may revise his salary reduction agreement with the approval
     of the Plan Administrator, as of the first day of any month, for pay
     periods beginning after the date such revision is executed and made
     effective. Any salary reduction agreement relating to a cash bonus shall be
     executed and in effect prior to the date on which the bonus is declared.

              (e)      (1)    The Plan Administrator may establish such other
              rules and procedures regarding Participant salary reduction
              agreements and elective contributions as it deems necessary,
              which rules and procedures shall be applied in a uniform,
              nondiscriminatory manner.

                       (2)    The Plan Administrator shall have the right to
              require any Participant to reduce his elective contributions
              under any such agreement, or to refuse deferral of all or part of
              the amount set forth in such agreement, if necessary to comply
              with the requirements of this Plan and the Code.

                       (3)    A Participant may suspend further Elective
              Contributions to the Plan at any time, provided the request for
              such suspension is received by the Plan Administrator prior to
              the first day of the first pay period to which such suspension
              applies. Any Participant who suspends further contributions
              relating to periodic pay may reinstate such contributions by
              providing notice to the Plan Administrator prior to the first day
              of any month thereafter.

              (f)      (1)    In the event that the elective contributions of
              Highly Compensated Employees exceed the limitations set forth in
              section 5.5, such excess (plus the earnings thereon), determined
              as set forth in subsection (f)(2) below, shall be distributed to
              the Highly Compensated Employees described in subsection (f)(3),
              below, on or before the 15th day of the third month after the
              close of the Plan Year to which the excess contributions relate.
              Notwithstanding the preceding sentence, the Plan Administrator
              may delay the distribution of any excess elective contributions
              (plus the earnings thereon) attributable to an Employer beyond
              the 15/th/ day of the third month of such Plan Year, if the
              Employer consents to such delay and the Administrator refunds all
              such excess amounts not later than 12 months after the close of
              the Plan Year to which the excess contributions relate.

                       (2)    (A)    The amount of such excess for the Plan
                       Year shall be equal to the amount by which the Actual
                       Deferral Ratio of the Highly Compensated Employee with
                       the highest Actual Deferral Ratio for the Plan Year
                       would be reduced to the extent required to

                                     (i)    enable the arrangement to satisfy
                              the limitations set forth in section 5.5, or

                                      V-2

<PAGE>

                                     (ii)   cause such Highly Compensated
                              Employee's Actual Deferral Ratio to equal the
                              Actual Deferral Ratio of the Highly Compensated
                              Employee with the next highest Actual Deferral
                              Ratio.

                       This process shall be repeated until the arrangement
                       satisfies the limitations set forth in section 5.5.

                              (B)    For each Highly Compensated Employee
                       described in subsection (f)(2)(A) above, the amount of
                       such excess shall be deemed to equal

                                     (i)    the total elective contributions,
                              plus qualified nonelective contributions, if any,
                              that are treated as elective contributions, on
                              behalf of the Participant (determined prior to the
                              application of this section 5.1(f)), minus

                                     (ii)   the amount determined by multiplying
                              the Participant's Actual Deferral Ratio
                              (determined after application of this section
                              5.1(f)) by his Compensation used in determining
                              such ratio.

                       (3)    Effective for Plan Years beginning on and after
              January 1, 1997, the elective contributions of the Highly
              Compensated Employee with the highest dollar amount of elective
              contributions for the Plan Year shall be reduced by an amount
              equal to the excess elective contributions determined under
              subsection (f)(2). The reduced amount shall be distributed to
              such Highly Compensated Employee in accordance with subsection
              (f)(1); provided, further, that such Highly Compensated
              Employee's elective contributions shall be reduced to a level
              that is equal to the elective contributions of the Highly
              Compensated Employee with the next highest dollar amount of
              elective contributions.  Thereafter, the elective contributions
              of the Highly Compensated Employees with the same dollar amounts
              of elective contributions shall be reduced on an equal basis by
              an amount equal to any additional excess elective contributions
              determined under subsection (f)(2) above, which reduced amounts
              shall be distributed to such Highly Compensated Employees in
              accordance with subsection (f)(1). For purposes of this
              subsection, elective contributions shall include amounts treated
              as elective contributions.

                       (4)    The amount of excess elective contributions that
              may be distributed under this section 5.1(f) with respect to a
              Participant for a Plan Year shall be reduced by any excess
              elective contributions previously distributed to such Participant
              under section 5.1(c) for the Participant's taxable year ending
              with or within such Plan Year.

                                      V-3

<PAGE>

                       (5)    The Plan Administrator may use any reasonable
              method for computing the income allocable to excess
              contributions, provided that the method does not violate Section
              401(a)(4) of the Code, is used consistently for all Participants
              and for all corrective distributions under the Plan for the Plan
              Year, and is used by the Plan for allocating income to
              Participants' Accounts.

    5.2       Employer Contributions.
              ----------------------

              (a)    Effective for Plan Years beginning on or after January 1,
1994, an Employer, at the discretion of its Board of Directors, may make a
discretionary profit sharing contribution equal to 5% of the Participant's
Compensation (or such lesser amount as may be decided by the Board of
Directors) to the Employer Contribution Accounts of Participants.

              (b)    Specified Minimum Employer Contributions. Notwithstanding
                     ----------------------------------------
any provision of the Plan to the contrary, effective December 5, 2000, the
following provisions shall govern the treatment of Specified Minimum Employer
Contributions.

                     (1)    Frequency and Eligibility. For each Plan Year, the
              Employer shall make a discretionary Specified Minimum Employer
              Contribution on behalf of the group of Employees who are
              Employees and Plan Participants from the first day through the
              last day of the Applicable Tax Year (First Day Participants).
              The Specified Minimum Employer Contribution will be based on
              Compensation earned by the First Day Participants in the
              Applicable Tax Year. The Specified Minimum Employer
              Contribution for each Plan Year shall be in an amount
              determined by the Board of Directors by appropriate resolution
              on or before the last day of the Applicable Tax Year.

                     (2)    Allocation Method. Each First Day Participant's
              share shall be determined as follows:

                            (A)    The Specified Minimum Employer Contribution
                     shall be allocated during the Plan Year as Participants'
                     Elective Contributions described in Section 5.1 of
                     Article V of the Plan and participating Employer's
                     Nonelective Contributions described in Section 5.3 of
                     Article V of the Plan, to the Account of each First Day
                     Participant pursuant to Section 6.4 of Article VI of the
                     Plan. Such Nonelective Contributions shall be made
                     without regard to any last day requirement, or any other
                     Year of Service or hour of service requirement.

                            (B)    Second, if any of the Specified Minimum
                     Employer Contribution remains after the allocation in
                     subparagraph (A) above the remainder shall, to the
                     extent allowable under Section 415 of

                                      V-4

<PAGE>

                     the Code, be allocated as an additional Nonelective
                     Contribution on the last day of the Plan Year to each
                     First Day Participant's Nonelective Contribution Account
                     in the ratio that such First Day Participant's elective
                     contributions during the Plan Year bears to the elective
                     contributions of all First Day Participants during the
                     Plan Year.

                     The Specified Minimum Employer Contributions allocated
                     as an additional Nonelective Contribution shall be
                     treated in the same manner as Nonelective Contributions
                     for all purposes of the Plan.

                            (C)    Third, any balance of the Specified Minimum
                     Employer Contribution remaining unallocated after the
                     allocation in subparagraph (B) above shall be allocated
                     as an Employer Contribution to each First Day
                     Participant's Employer Contribution Account in the ratio
                     that the First Day Participant's Compensation during the
                     Plan Year bears to the total Compensation of all First
                     Day Participants during the Plan Year.

                            (D)    Fourth, any balance of the Specified Minimum
                     Employer Contribution remaining unallocated after the
                     allocation in subparagraph (C) above shall be allocated
                     as an Employer Contribution to the Employer Contribution
                     Account of each Employee who was a Participant in the
                     Plan on the first day of the Plan Year, in the ratio
                     that such Participant's Compensation during the Plan
                     Year bears to the total Compensation of all such
                     Participants during the Plan Year.

                            (E)    The Administrator shall reduce the
                     proportionate allocation under subparagraphs (B), (C),
                     and (D) above to Participants who are Highly Compensated
                     Employees to the extent necessary to comply with the
                     provisions of Section 401(a)(4) of the Code and the
                     regulations thereunder. Any such amount will be
                     allocated and reallocated to the remaining Participants
                     to the extent allowed under Section 415 of the Code.

                     Notwithstanding any other provision of the Plan to the
                     contrary, any allocation of Participants' Elective
                     Contributions to a First Day Participant's Elective
                     Contribution Account shall be made under Section
                     6.4(b)(1) of Article VI or this section, as appropriate,
                     but not both sections. Similarly, any allocation of
                     Employer Nonelective Contributions to a First Day
                     Participant's Nonelective Contribution Account shall be
                     made under either Section 6.4 of Article VI or this
                     section, as appropriate, but not both sections.
                     (3)    Timing, Medium and Posting. The Employer shall make
              the Specified Minimum Employer Contribution in cash, in one or
              more installments without interest, at any time during the Plan
              Year, and for

                                      V-5

<PAGE>

              purposes of deducting such contribution, not later than the
              Employer's federal tax filing date, including extensions, for its
              Tax Year that ends within such Plan Year. The Trustee shall post
              such amount to each First Day Participant's Elective Contribution
              Account, Nonelective Contribution Account, or Employer
              Contribution Account once the allocations under subparagraphs (A)
              through (E), above, are determined.

              The Specified Minimum Employer Contribution shall be held in a
              suspense account until posted. Such suspense account shall not
              participate in the allocation of investment gains, losses,
              income and deductions of the trust as a whole, but shall be
              invested separately. All gains, losses, income and deductions
              attributable to such suspense account shall be applied to
              reduce Plan fees and expenses. In no event will amounts remain
              in the suspense account after the end of the Plan Year.

                     (4)    Deduction Limitation. In no event shall the
              Specified Minimum Employer Contribution, when aggregated with
              other Employer and Participant contributions for the Employer's
              Tax Year that ends within such Plan Year, exceed the amount
              deductible by the Employer for federal income tax purposes for
              such Tax Year.

     5.3      Nonelective Contributions. An Employer, at the discretion of its
              -------------------------
Board of Directors, may make nonelective contributions to the Nonelective
Contribution Accounts of Participants. The amount of the nonelective
contribution, if any, to be contributed by an Employer shall be determined by
its Board of Directors.

     5.4      Actual Deferral Percentage Test. Effective for Plan Years
              -------------------------------
beginning on and after January 1, 1997, the amounts contributed as elective
contributions shall be limited as follows:

              (a)    The Actual Deferral Percentage for the group of eligible
     Highly Compensated Employees for the Plan Year shall bear a relationship
     to the Actual Deferral Percentage for all other eligible Employees for
     the preceding Plan Year (or the current Plan Year if elected by the
     Employer and the Plan is amended to reflect such election; provided,
     however, that if such an election is made, it may not be changed except
     as provided by the Secretary) which meets either of the following tests:

                     (1)    The Actual Deferral Percentage for the group of
              eligible Highly Compensated Employees for a Plan Year shall not
              exceed the Actual Deferral Percentage for the group of all
              other eligible Employees multiplied by 1.25, or

                     (2)    The excess of the Actual Deferral Percentage for
              the group of eligible Highly Compensated Employees for a Plan
              Year over the Actual Deferral Percentage for the group of all
              other eligible Employees shall not exceed two (2) percentage
              points (or such lesser amount as may be

                                      V-6

<PAGE>

              required by the Secretary of the Treasury, through regulations
              or otherwise); and the Actual Deferral Percentage for the group
              of eligible Highly Compensated Employees shall not exceed the
              Actual Deferral Percentage for the group of all other eligible
              Employees, multiplied by 2.0.

              (b)    (1)    For purposes of this section 5.5, if two or more
              plans of an Employer to which elective contributions or
              matching contributions are made are elected by the Employer to
              be treated as one Plan for purposes of Section 410(b)(6) of the
              Code, such plans shall be treated as a single plan for purposes
              of determining the Actual Deferral Percentage and the Actual
              Contribution Percentage.

                     (2)    (A)    The Actual Deferral Ratio of a Highly
                     Compensated Employee who is eligible to participate in
                     more than one cash or deferred arrangement maintained by
                     an Employer shall be determined by treating all such
                     cash or deferred arrangements in which the Employee is
                     eligible to participate (other than arrangements that
                     may not be permissively aggregated) as a single
                     arrangement.

                            (B)    The Actual Contribution Ratio of a Highly
                     Compensated Employee who is eligible to participate in
                     more than one plan of an Employer to which Employee or
                     matching contributions are made shall be determined by
                     treating all such plans (other than arrangements that
                     may not be permissively aggregated) as a single plan.

              (c)    (1)    An elective contribution will be taken into account
              in determining the Actual Deferral Percentage only if it
              relates to Compensation that either would have been received by
              the Employee in the Plan Year but for the Employee's election
              to defer under the cash or deferred arrangement or is
              attributable to services performed by the Employee in the Plan
              Year and, but for the Employee's election to defer, would have
              been received by the Employee within 21/2 months after the
              close of the Plan Year.

                     (2)    An elective contribution will be taken into account
              in determining the Actual Deferral Percentage only if it is
              allocated to the Participant as of a date within that Plan
              Year; and provided further, that such allocation shall not be
              contingent on participation or performance of services and that
              such elective contribution shall be paid to the Trust no later
              than twelve (12) months after the Plan Year to which the
              contribution relates.

              (d)    If the Plan Administrator determines, in accordance with
     the provisions of Section 1.401(m)-2 of the Treasury Regulations, that a
     multiple use of the alternative limitation has occurred, such multiple
     use shall be corrected by

                                      V-7

<PAGE>

     reducing the Actual Contribution Percentage of Highly Compensated
     Employees in the manner described in Section 1.401(m)-2(c) of the
     Treasury Regulations and section 5.2 of this Article V. The provisions of
     Section 1.401(m)-2 of the Treasury Regulations are incorporated herein by
     reference.

     5.5      Form and Timing of Contributions. Payments on account of the
              --------------------------------
contributions due from an Employer for any Plan Year shall be made in cash to
the Funding Agent. Such payments may be made by a contributing Employer at any
time, but payment of the Employer contributions for any Plan Year shall be
completed on or before the time prescribed by law, including extensions
thereof, for filing such Employer's federal income tax return for its taxable
year with which or within which such Plan Year ends. Payment of any elective
contribution must be made as soon as is administratively feasible following the
date on which the contribution is withheld from a Participant's pay, but in any
case, no later than the fifteenth business day of the month following the month
in which the contribution is withheld from a Participant's pay.

     5.6      Rollover Contributions and Direct Transfers. Each Employee at any
              -------------------------------------------
time during a Plan Year, with the consent of the Plan Administrator and in such
manner as prescribed by the Plan Administrator, may pay or cause to be paid to
the Funding Agent a Rollover Contribution (as defined in the applicable
sections of the Code, except that for this purpose "Rollover Contribution"
shall be deemed to include both a direct payment from an Employee and a direct
transfer from a Funding Agent from another qualified plan in which the Employee
is or was a participant).

     5.7      No Duty to Inquire. The Funding Agent shall have no right or duty
              ------------------
to inquire into the amount of any contribution made by an Employer or any
Participant or the method used in determining the amount of any such
contribution, or to collect the same, but the Funding Agent shall be
accountable only for funds actually received by it.

                                      V-8

<PAGE>

                                  ARTICLE VI

             PARTICIPANTS' ACCOUNTS AND ALLOCATION OF CONTRIBUTIONS
             ------------------------------------------------------

     6.1      Common Fund. The assets of the Fund shall constitute a common fund
              -----------
in which each Participant shall have an undivided interest.

     6.2      Establishment of Accounts.
              -------------------------

              (a)    The Plan Administrator shall establish and maintain with
     respect to each Participant an account, designated as an Employer
     Contribution Account, Elective Contribution Account, and Nonelective
     Contribution Account, and a Merger Account for Participants who were
     formerly participants in the OMNI Plan or the Breathco Plan.

              (b)    (1)     For each Participant who has been credited with a
              rollover contribution or a transfer from another qualified plan
              pursuant to Article V, the Plan Administrator shall establish and
              maintain a Rollover Contribution Account; provided that for each
              Participant who made a voluntary contribution for Plan Years
              beginning before January 1, 1997, the Plan Administrator shall
              maintain a Voluntary Contribution Account.

                     (2)     In the case of a direct transfer of assets from
              another plan, the protected benefits (within the meaning of
              Section 411(d) (6) of the Code) attributable to the transferor
              plan shall apply to the assets in the Participant's Rollover
              Contribution Account or any subaccount established thereunder.

              (c)    The Plan Administrator may establish such additional
     Accounts as are necessary to reflect a Participant's interest in the Fund.

     6.3      Interest of Participant. The interest of a Participant in the Fund
              -----------------------
shall be the vested balance remaining from time to time in his Accounts after
making the adjustments required in section 6.4.

     6.4      Adjustments to Accounts. Subject to the provisions of section 6.5,
              -----------------------
the Accounts of a Participant shall be adjusted from time to time as follows:

              (a)    First, the value of a Participant's Accounts shall be
                     -----
     converted into units or shares. The earnings attributable to any investment
     fund under Article X shall be allocated to each applicable Account that is
     invested in any such investment fund; provided, further, that the earnings
     attributable to segregated Accounts, if any, shall be determined and
     allocated to such Accounts in accordance with the interest of Participants
     in such Accounts. Next, contributions made on each Valuation Date shall be
     credited in accordance with subsection (b), below, and shall be used to
     purchase additional units or shares.

                                      VI-1

<PAGE>

              (b)    Each Participant's Accounts shall be credited with
     contributions made during the Plan Year as follows:

                     (1)    The Elective Contribution Account of a Participant
              shall be credited with any elective contributions made on his
              behalf with respect to a date occurring during the Valuation
              Period ending with such Valuation Date.

                     (2)    The Employer Contribution Account of a Participant
              shall be credited, on a monthly basis, with his share of the
              contribution, if any, made with respect to the Plan Year. A
              Participant's share of the amount of the contribution for the Plan
              Year shall be determined as follows:

                            (A)    Subject to the provisions of
                     subparagraphs (B) and (C), such contributions shall be
                     allocated to the Employer Contribution Account of each
                     Participant in an amount that shall bear the same ratio to
                     the total of such contributions as the Participant's
                     Compensation bears to the total Compensation of all
                     Participants who are entitled to share in the
                     contributions.

                            (B)    If this Plan fails to meet the requirements
                     of Section 401(a) (26) or 410(b) of the Code and the
                     regulations thereunder because the contributions have not
                     been allocated to a sufficient number or percentage of
                     Participants for a Plan Year, then the following rules
                     shall apply:

                                   (i)    The group of Participants eligible to
                            share in the contribution for the Plan Year shall be
                            expanded to include the minimum number of
                            Participants who would not otherwise be eligible as
                            are necessary to satisfy the applicable requirements
                            specified above. The specific Participants who shall
                            become eligible under the terms of this subparagraph
                            shall be those who are employed on the last day of
                            the Plan Year and, when compared to similarly
                            situated Participants, have completed the greatest
                            number of Hours of Service in the Plan Year.

                                   (ii)   If after the application of
                            subparagraph (B)(i) above, the applicable
                            requirements are still not satisfied, then the group
                            of Participants eligible to share in the
                            contribution for the Plan Year shall be further
                            expanded to include the minimum number of
                            Participants who are not employed on the last day of
                            the Plan Year as are necessary to satisfy the
                            applicable requirements. The specific Participants
                            who shall become eligible to share shall be those
                            Participants, when compared to similarly situated
                            Participants, who have completed the greatest number
                            of

                                      VI-2

<PAGE>

                            Hours of Service in the Plan Year before terminating
                            employment.

                                   (iii)  Nothing in this paragraph (B) shall
                            permit the reduction of a Participant's accrued
                            benefit. Therefore, any amounts that have previously
                            allocated to Participants may not be reallocated to
                            satisfy these requirements.  In such event, an
                            Employer shall make an additional contribution equal
                            to the amount such affected Participants would have
                            received had they been included in the allocations,
                            even if it exceeds the amount which would be
                            deductible under Section 404 of the Code.  Any
                            adjustment to the allocations pursuant to this
                            paragraph (B) shall be considered a retroactive
                            amendment adopted by the last day of the Plan Year.

                            (C)    For each Plan Year in which this Plan is a
                     Top-Heavy Plan, a Participant who is employed by an
                     Employer on the last day of such Plan Year and who is a
                     Non-Key Employee for such Plan Year shall be entitled to
                     receive an allocation of Employer contributions to his
                     Employer Contribution Account and his Nonelective
                     Contribution Account equal in the aggregate to at least
                     three percent (3%) of his Section 415 Compensation (or, if
                     less the highest percentage of such Section 415
                     Compensation allocated to a Key Employee's Accounts
                     hereunder, as well as his employer contribution accounts
                     under any other defined contribution plan maintained by
                     such Employer or an Affiliate, including any elective
                     contribution to any plan subject to Section 401(k) of the
                     Code), regardless of whether such Plan Year constitutes a
                     Year of Service for such Participant, except to the extent
                     such a contribution is made by an Employer or an Affiliate
                     on behalf of the Employee for the Plan Year to any other
                     defined contribution plan maintained by such Employer or
                     Affiliate.

                     (3)    As of each Valuation Date that is the last day of a
              Plan Year, the Nonelective Contribution Account of a Participant
              shall be credited with his share of the nonelective contributions,
              if any, made with respect to the Plan Year ending with such
              Valuation Date, such share being the amount that shall bear the
              same ratio to the total of such nonelective contribution as the
              Participant's Compensation for such Plan Year ending with such
              Valuation Date bears to the aggregate of the Compensation for that
              period of all Participants who are entitled to share in the
              nonelective contribution for such Plan Year. A Participant who is
              a Highly Compensated Employee shall not be entitled to share in
              the nonelective contribution.

                                      VI-3

<PAGE>

                     (4)    As of each Valuation Date, the Rollover Contribution
              Account of a Participant shall be credited with the rollover
              contributions, if any, made by the Participant pursuant to Article
              V with respect to the Valuation Period ending with such Valuation
              Date.

              (c)    As of each Valuation Date, each Account of a Participant
     shall be charged with the amount of any distribution made to the
     Participant or his beneficiary from such Account during the Valuation
     Period ending with such Valuation Date.

              (d)    For purposes of all computations required by this Article
     VI, the accrual method of accounting shall be used, and the Fund and the
     assets thereof shall be valued at their fair market value as of each
     Valuation Date.

              (e)    The Plan Administrator may adopt such additional accounting
     procedures as are necessary to accurately reflect each Participant's
     interest in the Fund, which procedures shall be effective upon approval by
     the Employer. All such procedures shall be applied in a consistent,
     nondiscriminatory manner.

     6.5      Limitation on Allocation of Contributions.
              ------------------------------------------

              (a)    Notwithstanding anything contained in this Plan to the
     contrary, effective for Limitation Years beginning after December 31, 1994,
     the aggregate Annual Additions to a Participant's Accounts under this Plan
     and under any other defined contribution plans maintained by an Employer or
     an Affiliate for any Limitation Year shall not exceed the lesser of $30,000
     (as adjusted under Section 415(d) of the Code) or 25% of the Participant's
     Section 415 Compensation for such Plan Year.

              (b)    In the event that the Annual Additions, under the normal
     administration of the Plan, would otherwise exceed the limits set forth
     above for any Participant, or in the event that any Participant
     participates in both a defined benefit plan and a defined contribution plan
     maintained by any Employer or any Affiliate and the aggregate annual
     additions to and projected benefits under all of such plans, under the
     normal administration of such plans, would otherwise exceed the limits
     provided by law, then the Plan Administrator shall take such actions,
     applied in a uniform and nondiscriminatory manner, as will keep the annual
     additions and projected benefits for such Participant from exceeding the
     applicable limits provided by law.  Excess Annual Additions shall be
     disposed of as provided in subsection (c). Adjustments shall be made to all
     other plans, if necessary to comply with such limits, before any
     adjustments may be made to this Plan.

              (c)    If as a result of the allocation of forfeitures, a
     reasonable error in estimating a Participant's Section 415 Compensation, a
     reasonable error in determining the amount of elective contributions that
     may be made with respect

                                      VI-4

<PAGE>

     to any Participant under the limits of Section 415 of the Code, or other
     circumstances permitted under Section 415 of the Code, the Annual Additions
     attributable to Employer contributions for a particular Participant that
     would cause the limitations set forth in this section 6.5 to be exceeded,
     the excess amount shall be deemed first to consist of elective
     contributions, which excess shall be returned to the Participant. Any
     remaining excess amount shall be used to reduce Employer contributions for
     the next Plan Year (and succeeding Plan Years, as necessary) for that
     Participant if that Participant is covered by the Plan as of the end of the
     Plan Year. If the Participant is not covered by the Plan as of the end of
     the Plan Year, such excess amount shall be held unallocated in a suspense
     account for the Plan Year and reallocated among the Participants as of the
     end of the next Plan Year to all of the Participants in the Plan in the
     same manner as an Employer contribution under the terms of section 6.4 of
     this Article VI before any further Employer contributions are allocated to
     the Accounts of the Participants, and such allocations shall be treated as
     Annual Additions to the Accounts of the Participants. In the event that the
     limits on Annual Additions for any Participant would be exceeded before all
     of the amounts in the suspense account are allocated among the
     Participants, then such excess amounts shall be retained in the suspense
     account to be reallocated as of the end of the next Plan Year and any
     succeeding Plan Years until all amounts in the suspense account are
     exhausted.  The suspense account shall be credited or charged, as the case
     may be, with a share of the "earnings factor" for each Valuation Period
     during which it is in existence as if it were an Account of a Participant.

                                      VI-5

<PAGE>

                                   ARTICLE VII

                             BENEFITS UNDER THE PLAN
                             -----------------------

     7.1      Retirement Benefit.
              ------------------

              (a)    A Participant shall be entitled to a retirement benefit
     upon his Normal Retirement Date or Early Retirement Date. Until a
     Participant actually retires from the employ of his Employer, his
     retirement benefit shall not be paid and he shall continue to be treated
     in all respects as a Participant.

              (b)    Upon the retirement of a Participant on or after his Normal
     Retirement Date or Early Retirement Date, such Participant shall be
     entitled to a retirement benefit paid in accordance with Article VIII in an
     amount equal to 100% of the balance in his Accounts as of the date of
     distribution of his benefit.

     7.2      Disability Benefit.
              ------------------

              (a)    In the event a Participant's employment with his Employer
     is terminated by reason of his total and permanent disability, such
     Participant shall be entitled to a disability benefit paid in accordance
     with Article VIII in an amount equal to 100% of the balance in his Accounts
     as of the date of distribution of his benefit.

              (b)    Total and permanent disability shall mean the total
     incapacity of a Participant to perform the usual duties of his employment
     with his Employer and will be deemed to have occurred only when certified
     by a physician who is acceptable to the Plan Administrator and only if such
     proof is received by the Administrator within sixty (60) days after the
     date of the termination of such Participant's employment.

     7.3      Separation From Service Benefit.
              -------------------------------

              (a)    In the event a Participant's employment with his Employer
     is severed for reasons other than retirement, total and permanent
     disability or death, such Participant shall be entitled to a separation
     from service benefit paid in accordance with Article VIII in an amount
     equal to his vested interest in the balance in his Accounts as of the date
     of distribution of his benefit.

              (b)    (1)    A Participant's vested interest in his Employer
              Contribution Account shall be a percentage of the balance of such
              Accounts as of the applicable Valuation Date, based upon such
              Participant's Years of Service as of the date of the separation
              from service, as follows:

                                      VII-1

<PAGE>

              TOTAL NUMBER OF YEARS OF SERVICE                   VESTED INTEREST
              --------------------------------                   ---------------

              Less than 5 Years of Service                              0%
              5 or more Years of Service                              100%

                     (2)    Notwithstanding the forgoing, for any Plan Year in
              which this is a Top Heavy Plan, a Participant's vested interest in
              his Matching Contribution Account and his Nonelective Contribution
              Account shall be a percentage of the balance of such Accounts as
              of the applicable Valuation Date, based upon such Participant's
              Years of Service as of the date of his separation from service, as
              follows:

              TOTAL NUMBER OF YEARS OF SERVICE                   VESTED INTEREST
              --------------------------------                   ---------------

              Less than 2 Years of Service                              0%
              2 years, but less than 3 years                           20%
              3 years, but less than 4 years                           40%
              4 years, but less than 5 years                           60%
              5 years or more Years of Service                        100%

                     (3)    If at any time this Plan ceases to be a Top Heavy
              Plan after being a Top Heavy Plan for one or more Plan Years, the
              change from being a Top Heavy Plan shall be treated as if it were
              an amendment to the Plan's vesting schedule for purposes of
              Article XII of this Plan.

                     (4)    Notwithstanding the foregoing, a Participant shall
              be 100% vested in his Employer Contribution Account upon attaining
              his Normal Retirement Date. A Participant's vested interest in his
              Elective Contribution Account, Nonelective Contribution Account,
              Voluntary Contribution Account and his Rollover Contribution
              Account shall be 100% regardless of the number of his Years of
              Service.

              (c)    (1)    If the separation from service results in five
              consecutive Breaks in Service, then upon the occurrence of such
              five consecutive Breaks in Service, the nonvested interest of the
              Participant in his Employer Contribution Account shall be deemed
              to be forfeited. Such forfeited amount shall be used to reduce
              Employer contributions (other than elective contributions) under
              Article V. If the Participant is later reemployed by an Employer
              or an Affiliate, the unforfeited balance, if any, in his Employer
              Contribution Account that has not been distributed to such
              Participant shall be set aside in a separate account, and such
              Participant's Periods of Service after any five consecutive Breaks
              in Service resulting from such separation from service shall not
              be taken into account for the purpose of determining the vested
              interest of such Participant in the balance of his Employer
              Contribution Account that accrued before such five consecutive
              Breaks in Service.

                                      VII-2

<PAGE>

                     (2)    Notwithstanding any other provision of this
              paragraph (c), if a Participant is reemployed by an Employer or an
              Affiliate and, as a result, no five consecutive Breaks in Service
              occur, the Participant shall not be entitled to any termination of
              employment benefit as a result of such termination of employment;
              provided, however, that nothing contained herein shall require or
              permit the Participant to return or otherwise have restored to his
              Employer Contribution Account any funds distributed to him prior
              to his reemployment and the determination that no five consecutive
              Breaks in Service would occur.

              (d)    (1)    Notwithstanding any other provision of this section
              7.3, if at any time a Participant is less than 100% vested in his
              Accounts and, as a result of his separation from service, he
              receives his entire vested separation from service benefit
              pursuant to the provisions of Article VIII, and the distribution
              of such benefit is made not later than the close of the fifth Plan
              Year following the Plan Year in which such separation occurs (or
              such longer period as may be permitted by the Secretary of the
              Treasury, through regulations or otherwise), then upon the
              occurrence of such distribution, the non-vested interest of the
              Participant in his Accounts shall be deemed to be forfeited.
              Forfeited amounts shall be used to reduce Employer contributions
              (other than elective contributions) under Article V.

                     (2)    If a Participant is not vested as to any portion of
              his Accounts, he will be deemed to have received a distribution
              immediately following his separation from service. Upon the
              occurrence of such deemed distribution, the non-vested interest of
              the Participant in his Accounts shall be deemed to be forfeited.
              Forfeited amounts shall be used to reduce Employer contributions
              (other than elective contributions) under Article V.

                     (3)    If a Participant whose interest is forfeited under
              this subsection (d) is reemployed by an Employer prior to the
              occurrence of five consecutive Breaks in Service commencing after
              his distribution, then such Participant shall have the right to
              repay to the Trust, before the date that is the earlier of (A)
              five years after the Participant's resumption of employment, or
              (B) the close of a period of five consecutive Breaks in Service,
              the full amount of the separation from service benefit previously
              distributed to him. If the Participant elects to repay such amount
              to the Trust within the time periods prescribed herein, or if a
              non-vested Participant whose interest was forfeited under this
              subsection (d) is reemployed by an Employer prior to the
              occurrence of five consecutive Breaks in Service, the non-vested
              interest of the Participant previously forfeited pursuant to the
              provisions of this subsection (d) shall be restored to the
              Accounts of the Participant, such restoration to be made from
              forfeitures of non-vested interests and, if necessary, by
              contributions of his Employer, so that the aggregate of the
              amounts repaid by the Participant and restored by the Employer
              shall not be less than the Account balances

                                      VII-3

<PAGE>

              of the Participant at the time of forfeiture unadjusted by any
              subsequent gains or losses.

     7.4      Death Benefit.
              -------------

              (a)    In the event of the death of a Participant, the
     Participant's beneficiary shall be entitled to a death benefit paid in
     accordance with Article VIII in an amount equal to 100% of the balance in
     his Accounts as of the date of distribution of his benefit.

              (b)    At any time and from time to time, each Participant shall
     have the unrestricted right to designate a beneficiary to receive his death
     benefit and to revoke any such designation. Each designation or revocation
     shall be evidenced by an instrument filed with the Plan Administrator. In
     the event that a Participant has not designated a beneficiary or
     beneficiaries, or if for any reason such designation shall be legally
     ineffective, or if such beneficiary or beneficiaries shall predecease the
     Participant, then the personal representative of the estate of such
     Participant shall be deemed to be the beneficiary designated to receive
     such death benefit, or if no personal representative is appointed for the
     estate of such Participant, then his next of kin under the statute of
     descent and distribution of the state of such Participant's domicile at the
     date of his death shall be deemed to be the beneficiary or beneficiaries to
     receive such death benefit.

              (c)    Notwithstanding the foregoing, if the Participant is
     married as of the date of his death, the Participant's surviving spouse
     shall be deemed to be his designated beneficiary and shall receive the full
     amount of the death benefit attributable to the Participant unless the
     spouse consents or has consented to the Participant's designation of
     another beneficiary. Any such consent to the designation of another
     beneficiary must acknowledge the effect of the consent, must be witnessed
     by a Plan representative or by a notary public and shall be effective only
     with respect to that spouse. A spouse's consent shall be a restricted
     consent (which may not be changed as to the beneficiary unless the spouse
     consents to such change in the manner described herein).  Notwithstanding
     the preceding provisions of this subsection (c), a Participant shall not be
     required to obtain spousal consent to his designation of another
     beneficiary if (1) the Participant is legally separated or the Participant
     has been abandoned, and the Participant provides the Plan Administrator
     with a court order to such effect, or (2) the spouse cannot be located.

                                      VII-4

<PAGE>

                                  ARTICLE VIII

                          FORM AND PAYMENT OF BENEFITS
                          ----------------------------

     8.1      Time For Distribution of Benefits.
              ---------------------------------

              (a)    Except as otherwise provided under this Article VIII, the
     amount of the benefit to which a Participant is entitled under section 7.1,
     7.2 or 7.4 of Article VII shall be paid to him or, in the case of a death
     benefit, shall be paid to said Participant's beneficiary or beneficiaries,
     beginning as soon as practicable following the Participant's retirement,
     disability or death, as the case may be.

              (b)    Except as otherwise provided under this Article VIII, the
     amount of the severance of employment benefit to which a Participant is
     entitled under section 7.3 of Article VII shall be paid to a Participant
     beginning as soon as practicable following the Participant's severance of
     employment.

              (c)    Any distribution paid to a Participant (or, in the case of
     a death benefit, to his beneficiary or beneficiaries) pursuant to
     subsection (a) or (b) shall commence not later than the earlier of:

                     (1)    the 60th day after the last day of the Plan Year in
              which the Participant's employment is severed or, if later, in
              which occurs the Participant's Normal Retirement Date; or

                     (2)    April 1 of the calendar year immediately following

                            (A)    the calendar year in which the Participant
                     reaches age 70-1/2, or

                            (B)    if later, the calendar year in which the
                     Participant retires; provided, however, that this
                     subsection (c)(2)(B) shall not apply in the case of a
                     Participant who is a 5% owner (as defined in Section 416 of
                     the Code) with respect to the Plan Year ending in the
                     calendar year in which the Participant attains age 70-1/2.

              (d)    Notwithstanding the foregoing, no distribution shall be
     made of the retirement, disability or severance of employment benefit to
     which a Participant is entitled under Article VII prior to his Normal
     Retirement Date or the date he attains age 62 unless the value of his
     benefit does not exceed $5,000 ($3,500 for Plan Years beginning prior to
     August 6, 1997), or unless the Participant (and his spouse) consents to the
     distribution.  Notwithstanding the foregoing, no consent of a Participant's
     spouse is needed for the distribution of a Qualified Joint and Survivor
     Annuity at any time.

                                      VIII-1

<PAGE>

     8.2      Qualified Joint and Survivor Annuity.
              ------------------------------------

              (a)    In the case of a vested Participant who is living on his
     Annuity Starting Date, any benefit provided in section 7.1, 7.2 or 7.3 of
     Article VII shall be paid in the form having the effect of a Qualified
     Joint and Survivor Annuity, unless the Participant elects in writing not to
     take a Qualified Joint and Survivor Annuity.

              (b)    Any such election shall be invalid and shall not take
     effect unless:

                     (1)    it is made by the Participant and received by the
              Plan Administrator during the 90-day period ending on the Annuity
              Starting Date; and

                     (2)    in the case of Participant who has an Eligible
              Spouse, the Eligible Spouse consents or has consented in writing
              to such election, such consent acknowledges the effect of such
              election and such consent is witnessed by a representative of the
              Plan or a notary public; or the Participant or his beneficiary
              establishes to the satisfaction of the Plan Administrator that the
              consent otherwise required may not be obtained because there is no
              Eligible Spouse, because the Eligible Spouse cannot be located or
              because of such other circumstances as may be prescribed by the
              Secretary of the Treasury.  Any consent by an Eligible Spouse
              shall only be effective with respect to such spouse. A spouse's
              consent shall be a restricted consent (which may not be changed as
              to either the beneficiary or (except as otherwise permitted by
              law) form of payment unless the spouse consents to such change in
              the manner described herein).  Notwithstanding the preceding
              provisions of this subsection (b), a Participant shall not be
              required to obtain spousal consent if (A) the Participant is
              legally separated or the Participant has been abandoned, and the
              Participant provides the Plan Administrator with a court order to
              such effect, or (B) the spouse cannot be located.

              (c)    At least 30 days, but no more than 90 days before the
     Annuity Starting Date, a Participant shall be provided a form for the
     purpose of making the appropriate elections under the foregoing provisions
     of this section 8.2. Accompanying such election form shall be a written
     explanation of (1) the terms and conditions of a Qualified Joint and
     Survivor Annuity; (2) the Participant's right to make, and the effect of,
     an election to waive the Qualified Joint and Survivor Annuity form of
     benefit; (3) the material features, and an explanation of the relative
     values, of the optional forms of benefit available under the Plan; (4) the
     rights of a Participant's Eligible Spouse; and (5) the right to make, and
     the effect of, a revocation of a previous election to waive the Qualified
     Joint and Survivor Annuity. Once an election is made, it may be revoked in
     writing.  Thereafter, another election may be made; provided, however, that
     the new election is received by the Plan Administrator prior to the date on
     which payment of benefits commences and the other provisions of this
     section 8.2 are met with respect to

                                      VIII-2

<PAGE>

     such new election. Notwithstanding the foregoing, a Participant can
     affirmatively elect to receive payment of benefits prior to the expiration
     of the aforementioned 30 day period if (1) the Plan Administrator provides
     information to the Participant that clearly indicates that the Participant
     has at least 30 days to consider his election, (2) the Participant is
     permitted to revoke such election anytime prior to date payment of benefits
     commence and (3) the payment of benefits shall not commence until at least
     the eighth (8th) day following the day the Participant is provided with
     aforementioned election form and written explanation regarding the payment
     of benefits.

     8.3      Qualified Preretirement Survivor Annuity.
              ----------------------------------------

              (a)    If a vested Participant dies before his Annuity Starting
     Date and has an Eligible Spouse on the date of his death, any death benefit
     provided under section 7.4 of Article VII shall be paid in the form having
     the effect of a Qualified Preretirement Survivor Annuity unless the
     Participant elects in writing not to receive a Qualified Preretirement
     Survivor Annuity.

              (b)    Such election shall be invalid and shall not take effect
     unless:

                     (1)    it is made by the Participant and received by the
              Plan Administrator during the period that begins on the first day
              of the Plan Year in which the Participant reaches age 35 and that
              ends on the date of the Participant's death (subject to such
              regulations as may be issued by the Secretary of Treasury); and

                     (2)    the Participant's Eligible Spouse consents or has
              consented in writing to such election, such consent acknowledges
              the effect of such election and such consent is witnessed by a
              representative of the Plan or a notary public; or the Participant
              or his beneficiary establishes to the satisfaction of the Plan
              Administrator that the consent otherwise required may not be
              obtained because there is no Eligible Spouse, because the spouse
              cannot be located or because of such other circumstances as may be
              prescribed by the Secretary of the Treasury.  Any consent by an
              Eligible Spouse shall only be effective with respect to such
              spouse. A spouse's consent shall be a restricted consent (which
              may not be changed as to the beneficiary or (except as otherwise
              permitted by law) form of payment unless the spouse consents to
              such change in the manner described herein).  Notwithstanding the
              preceding provisions of this subsection (b), a Participant shall
              not be required to obtain spousal consent if (A) the Participant
              is legally separated or the Participant has been abandoned, and
              the Participant provides the Plan Administrator with a court order
              to such effect, or (B) the spouse cannot be located.

              (c)    A Participant shall be provided a form for the purpose of
     making the appropriate elections under the foregoing provisions of this
     section 8.3. Such

                                      VIII-3

<PAGE>

     form shall be provided (subject to such regulations as may be issued by the
     Secretary of the Treasury) during such of the following periods as shall
     end last:

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

                     (2)    a reasonable period after he becomes a Participant;
              or

                     (3)    a reasonable period after his employment is severed
              in the case of a Participant whose employment is severed before he
              attains age 35.

     Accompanying such election form shall be a written explanation of the terms
     and conditions and the financial effect of the election and of the rights
     of the Participant's Eligible Spouse. Once an election is made, it may be
     revoked in writing. Thereafter, another election may be made; provided,
     that the new election is received by the Plan Administrator prior to the
     Participant's death and the other provisions of this section 8.3 are met
     with respect to such new election.

              (d)    If the Participant's death benefit is payable to his
     Eligible Spouse as a Qualified Preretirement Survivor Annuity under
     subsection (a), or if an Eligible Spouse executes a restricted consent
     waiving a Qualified Preretirement Survivor Annuity as provided in
     subsection (b)(2), the Eligible Spouse, or the Participant's designated
     beneficiary, as the case may be, may waive the annuity form of benefit
     after the Participant's death and select an optional form of benefit as
     provided in section 8.5.

     8.4      Lump Sum Payment.  Notwithstanding sections 8.2 and 8.3 of this
              ----------------
Article VIII, if the value of a Participant's benefit does not exceed $5,000
($3,500 for Plan Years beginning prior to August 6, 1997), such benefit shall be
paid in the form of a lump sum as soon as practicable following the
Participant's retirement, disability, severance of employment, or death, as
provided in Article VII.

     8.5      Alternative Methods of Payment.
              ------------------------------

              (a)    In the case of any Participant to whom the provisions of
     sections 8.2, 8.3 and 8.4 of this Article VIII do not apply, the manner of
     payment of his retirement, disability, severance of employment or death
     benefit shall be determined by such Participant or, in case such
     Participant has died, his beneficiary or beneficiaries. The options are:

                     (1)    Option A - Such amount shall be paid in a lump sum.
                            --------

                     (2)    Option B - Such amount shall be paid monthly for the
                            --------
              life of the Participant.

                                      VIII-4

<PAGE>

                     (3)    Option C - Such amount shall be paid monthly for the
                            --------
              life of the Participant with a survivor benefit payable to the
              Participant's surviving spouse equal to 50%, 75% or 100% of the
              amount payable to the Participant; provided, further, that if the
              Participant's spouse predeceases the Participant, no survivor
              annuity will be payable.

                     (4)    Option D - Such amount shall be paid monthly for the
                            --------
              life of the Participant with a survivor benefit payable to a
              designated beneficiary equal to 100% (or less) of the amount
              payable to the Participant; provided, however, that no survivor
              benefit will be paid if the designated beneficiary predeceases the
              Participant.

                     (5)    Option E - Such amount shall be paid monthly for the
                            --------
              life of the Participant with a survivor benefit payable to the
              Participant's designated beneficiary in a lump sum equal to the
              difference between the amount used to purchase an annuity under
              this option and the total amount received as monthly annuity
              payments; provided, however, that no survivor benefit will be paid
              if the total amount received as annuity payments is equal to or
              greater than the amount used to purchase the annuity.

                     (6)    Option F - Such amount shall be paid monthly for a
                            --------
              specified period (60, 120 or 180 monthly payments) and for life
              thereafter. If the Participant dies prior to the end of the
              specified period, payments will continue to his designated
              beneficiary for the remainder of the period.

                     (7)    Option G - Such amount will be paid monthly,
                            --------
              quarterly, semi-annually, or annually for a specified period of
              time. In the case of a retirement, disability, or separation
              benefit, in no event shall payments under this Option G extend
              beyond the life expectancy of the Participant or the joint life
              expectancy of the Participant and his designated beneficiary. In
              the case of a death benefit, in no event shall payments under this
              Option G extend beyond the life expectancy of the designated
              beneficiary.

              (b)    The Participant (or his spouse) shall be permitted to elect
     whether life expectancies will be recalculated for purposes of
     distributions hereunder. Such election must be made by the Participant (or
     his spouse) no later than the date that distributions are required to
     commence pursuant to Section 401(a)(9) of the Code. If the Participant (or
     his spouse) fails to make such election, life expectancies shall not be
     recalculated.

              (c)    (1)    Notwithstanding the foregoing, payments under any of
              the options described in this section shall satisfy the incidental
              death benefit requirements and all other applicable provisions of
              Section 401(a)(9) of the Code, the regulations issued thereunder
              (including Prop. Reg.

                                      VIII-5

<PAGE>

              Section 1.401(a)(9)-2), and such other rules thereunder as may be
              prescribed by the Commissioner.

                     (2)    With respect to distributions under the Plan made
              for calendar years beginning on or after January 1, 2001, the Plan
              will apply the minimum distribution requirements of Section
              401(a)(9) of the Code in accordance with the regulations under
              Section 401(a)(9) of the Code that were proposed on January 17,
              2001, notwithstanding any provision of the Plan to the contrary.
              This section 8.5(c)(2) shall continue in effect until the end of
              the last calendar year beginning before the effective date of
              final regulations under Section 401(a)(9) of the Code or such
              other date as may be specified in guidance published by the
              Internal Revenue Service.

     8.6      Periodic Adjustments. To the extent the balance of a Participant's
              --------------------
Account has not been distributed and remains in the Plan, and notwithstanding
anything contained in the Plan to the contrary, the value of such remaining
balance shall be subject to adjustment from time to time pursuant to the
provisions of Article VI.

     8.7      Distribution for a Minor Beneficiary. In the event a distribution
              ------------------------------------
is to be made to a beneficiary who is a minor under the laws of the state in
which the beneficiary resides, the Plan Administrator may, in the Plan
Administrator's sole discretion, direct that such distribution be paid to the
legal guardian or custodian of such beneficiary as permitted by the laws of the
state in which said beneficiary resides. A payment to the legal guardian or
custodian of a minor beneficiary shall fully discharge the Trustee, Employer,
Plan Administrator, and Plan from further liability on account thereof.

     8.8      Location of Participant or Beneficiary Unknown. In the event that
              ----------------------------------------------
all, or any portion of the distribution payable to a Participant or his
beneficiary, hereunder shall remain unpaid after the Participant has incurred
five consecutive Breaks in Service solely by reason of the inability of the Plan
Administrator, after sending a registered letter, return receipt requested, to
the last known address, and after further diligent effort, to ascertain the
whereabouts of such Participant or his Beneficiary, the amount so distributable
shall be treated as a forfeiture pursuant to the provisions of Article VII. In
the event a Participant or beneficiary of such Participant is located subsequent
to his benefit being forfeited, the amount forfeited (unadjusted for gains and
losses) shall be restored to the Participant's Accounts. Such restoration shall
be made from forfeitures occurring in the Plan Year of the restoration and, if
necessary, by contributions of his Employer.

     8.9      Transfer to Other Qualified Plans. The Trustee, upon written
              ---------------------------------
direction from the Plan Administrator, shall transfer some or all of the assets
held under the Trust to another plan or trust meeting the requirements of the
Code relating to qualified plans and trust, whether such transfer is made
pursuant to a merger or consolidation of this Plan with such other plan or trust
or for any other allowable purpose.

     8.10     Purchase of Annuity Contract. If benefits are paid under the Plan
              ----------------------------
in a form having the effect of an annuity, the Plan Administrator may, in its
discretion, purchase and

                                      VIII-6

<PAGE>

distribute a nontransferable and nonrefundable annuity contract that provides
such benefits; provided, however, that the terms of any such annuity contract
shall comply with the requirements of this Plan.

     8.11     Direct Rollovers.
              ----------------

              (a)    Notwithstanding any provisions of the Plan to the contrary
     that would otherwise limit a distributee's (as defined below) election
     under this section, a distributee may elect, at the time and in the manner
     prescribed by the Plan Administrator, to have any portion of an eligible
     rollover distribution (as defined below) paid directly to an eligible
     retirement plan (as defined below) specified by the distributee in a direct
     rollover (as defined below).

              (b)    For purposes of this section, the following terms shall
     have the following meanings:

                     (1)    An "eligible rollover distribution" is any
              distribution of all or any portion of the balance to the credit of
              the distributee, except that an eligible rollover distribution
              does not include: any distribution that is one of a series of
              substantially equal periodic payments (not less frequently than
              annually) made for the life (or life expectancy) of the
              distributee or the joint lives (or joint life expectancies) of the
              distributee and the distributee's designated beneficiary, or for a
              specified period of ten years or more; any distribution to the
              extent such distribution is required under Code Section 401(a)(9),
              and the portion of any distribution that is not includable in
              gross income (determined without regard to the exclusion for net
              unrealized appreciation with respect to employer securities); and
              effective January 1, 2000, any hardship distribution described in
              Section 401(k)(2)(B)(i)(IV) of the Code from a Participant's
              Elective Contribution Account.

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

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

                                      VIII-7

<PAGE>

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

     8.12     Distributions Under Domestic Relations Orders. Nothing contained
              ---------------------------------------------
in this Plan prevents the Trustee, in accordance with the direction of the Plan
Administrator, from complying with the provisions of a qualified domestic
relations order (as defined in Code Section 414(p)). This Plan specifically
permits distribution to an alternate payee under a qualified domestic relations
order at any time, irrespective of whether the Participant has attained his
earliest retirement age (as defined under Code Section 414(p)) under the Plan. A
distribution to an alternate payee prior to the Participant's attainment of
earliest retirement age is available only if: (1) the order specifies
distribution at that time or permits an agreement between the Plan and the
alternate payee to authorize an earlier distribution; and (2) if the present
value of the alternate payee's benefits under the Plan exceeds $5,000, and the
order requires, the alternate payee consents to any distribution occurring prior
to the Participant's attainment of earliest retirement age. Nothing in this
section 8.12 gives a Participant a right to receive distribution at a time
otherwise not permitted under the Plan nor does it permit the alternate payee to
receive a form of payment not otherwise permitted under the Plan.

                                      VIII-8

<PAGE>

                                    ARTICLE IX

                         HARDSHIP AND OTHER DISTRIBUTIONS
                         --------------------------------

     9.1      Hardship Distributions.
              ----------------------

              (a)    (1)    A Participant will be eligible to receive a
              distribution on account of hardship from his Voluntary
              Contribution Account, his Elective Contribution Account (not in
              excess of the actual contributions thereto), the vested portion of
              his Employer Contribution Account and his Rollover Contribution
              Account.  Distributions on account of hardship shall be charged
              first against the Participant's Voluntary Contribution Account,
              his Rollover Contribution Account, his Elective Contribution
              Account and then his Employer Contribution Account.

                     (2)    A distribution will be on account of hardship only
              if the distribution both (A) is made on account of an immediate
              and heavy financial need of the Participant, and (B) is necessary
              to satisfy such financial need. Based upon the criteria set forth
              below, the Plan Administrator shall determine, in a uniform and
              nondiscriminatory manner, whether an immediate and heavy financial
              need exists and the amount necessary to meet such need.

              (b)    (1)    Subject to the requirements of subsection (b)(2)
              below, the determination of whether a Participant has an immediate
              and heavy financial need shall be made in a uniform and
              nondiscriminatory manner by the Plan Administrator on the basis of
              all relevant facts and circumstances.  A financial need shall not
              fail to qualify as immediate and heavy merely because such need
              was reasonably foreseeable or voluntarily incurred by the
              Participant.

                     (2)    A distribution shall be made on account of an
              immediate and heavy financial need of the Participant only if the
              distribution is on account of:

                            (A)    medical expenses described in Section 213(d)
                     of the Code incurred by the Participant, the Participant's
                     spouse, or any dependents of the Participant (as defined in
                     Section 152 of the Code);

                            (B)    the purchase (excluding mortgage payments) of
                     a principal residence of the Participant;

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

                                      IX-1

<PAGE>

                            (D)    the need to prevent the eviction of the
                     Participant from his principal residence or foreclosure of
                     the mortgage on the Participant's principal residence; or

                            (E)    such other events as may be prescribed by the
                     Commissioner in revenue rulings, notices and other
                     documents of general applicability.

              (c)    A distribution shall be necessary to satisfy an immediate
     and heavy financial need of a Participant only if the following
     requirements are satisfied:

                    (1)     the distribution is not in excess of the amount of
              the immediate and heavy  financial need of the Participant;

                    (2)     the Participant has obtained all distributions,
              other than hardship distributions, and all nontaxable (at the time
              of the loan) loans currently available under all plans maintained
              by an Employer; and

                    (3)     the Participant's elective contributions to the Plan
              or any other plan maintained by an Employer are suspended and he
              is no longer permitted to make further elective contributions
              until the first pay period coincident with or immediately
              following the expiration of 12 months from the date of such
              distribution; provided, further, that the Participant is not
              permitted to make elective contributions to the Plan or any other
              plan maintained by an Employer for the Participant's taxable year
              immediately following the taxable year of the hardship
              distribution in excess of the applicable limit under Section
              402(g) of the Code for such next taxable year less the amount of
              such Participant's elective contributions for the taxable year of
              the hardship distribution.

     9.2      Distributions After Age 59 1/2.
              ------------------------------

              (a)    Effective for Plan Years beginning on or after January 1,
     1994, upon reaching age 59 1/2, a Participant may apply to the
     Administrator (but not more often than once every six months) for the
     distribution of any portion of his Elective Contribution Account, Rollover
     Contribution Account and the vested portion of his Employer Contribution
     Account .  Distributions shall be charged first against the Participant's
     Elective Contribution Account, then his Rollover Contribution Account, and
     then his Employer Contribution Account.

              (b)    Effective for plan years beginning on or after January 1,
     1994, a Participant may apply to the Administrator (but not more often than
     once every 12 months) for the distribution of any portion of his Voluntary
     Contribution Account.

                                      IX-2

<PAGE>

                                   ARTICLE X

                  INVESTMENT FUNDS AND LOANS TO PARTICIPANTS
                  ------------------------------------------

     10.1     Investment Funds.
              ----------------

              (a)    Each Participant may direct the Plan Administrator to
     invest his Accounts in one or more investment funds that may be made
     available from time to time. A Participant's Accounts shall be divided into
     sub-accounts to properly account for the various investment funds in which
     such Accounts are invested. Each sub-account shall be adjusted as of each
     Valuation Date in accordance with Article VI to account for distributions,
     withdrawals, loans, contributions and forfeitures allocated to it and with
     respect to its share of the income, loss, appreciation and depreciation of
     such investment fund.

              (b)    This Plan is intended to satisfy the requirements of an
     "ERISA Section 404(c) Plan" providing Participants (and beneficiaries) with
     the opportunity to exercise control over the investment of assets held in
     their Accounts and to select, from a broad range of investment funds, the
     manner in which some or all of the assets in their Accounts are invested.

              (c)    The Plan Administrator shall establish procedures regarding
     Participant investment direction as are necessary, which procedures shall
     be communicated to all Participants and applied in a uniform,
     nondiscriminatory manner.

              (d)    Each investment fund shall be treated separately for
     purposes of (1) crediting dividends, interest, and other income on the
     investments in a particular investment fund, and all realized and
     unrealized gains shall be credited to that fund, and (2) charging brokerage
     commissions, taxes, and other charges and expenses in connection with the
     investments in a particular investment fund, and all realized and
     unrealized losses shall be charged to that fund. Other charges or fees
     separately incurred and not charged to an investment fund, and incurred as
     a result of an election made by a Participant associated with the
     investment of his Accounts, shall be charged against his Accounts in
     accordance with Article VI.

              (e)    Neither the Funding Agent, the Plan Administrator, the
     Trustee, nor any other person shall be under any duty to question any
     election by a Participant or to make any suggestions to him in connection
     therewith. Any loss occasioned by a Participant's election or failure to
     change an election of an investment fund shall not be the responsibility of
     the Funding Agent, the Plan Administrator, the Trustee or any other person.
     Nor shall the Funding Agent or the Plan Administrator be liable to any
     Participant for failure to make an investment in any investment fund
     elected by him if in the exercise of due diligence the Funding Agent or
     Trustee has not been able to acquire satisfactory securities or other
     property for that fund satisfying the specifications and

                                      X-1

<PAGE>

     parameters established by the Plan Administrator and reasonable
     requirements as to price, terms, and other conditions, or for inability to
     liquidate an investment in a fund promptly upon receipt of a new election
     form from the Participant.

     10.2     Loans to Participants. The Plan Administrator, in accordance with
              ---------------------
its uniform nondiscriminatory policy, and upon application of a Participant who
is actively employed by an Employer, may make a loan to such Participant out of
his Accounts.

              (a)    (1)    Any such loan to a Participant shall be considered
              an investment selected by the Participant pursuant to paragraph
              (a) of this Article.

                     (2)    The amount withdrawn from the Participant's Accounts
              shall be prorated across all investment funds in which the
              Accounts are invested.

              (b)    Until otherwise directed by the Administrator, the Director
     of Employee Relations of the Company shall be authorized to coordinate the
     loan program set forth herein. Applications shall be submitted to the Plan
     Administrator on forms obtained from the Plan Administrator.

              (c)    (1)    The amount advanced, when added to the outstanding
              balance of all other loans to the Participant, may not exceed the
              lesser of:

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

                                   (i)    the Participant's highest aggregate
                            outstanding balance of all loans from the Plan
                            during the one (1) year period ending on the day
                            before the date on which the loan is made, over

                                   (ii)   the aggregate outstanding balance of
                            all loans from the Plan on the date on which the
                            loan is made; or

                            (B)    50% of the vested balance of the
                     Participant's Accounts.

                     (2)    The minimum amount that may be borrowed by the
              Participant shall be $500.

                     (3)    No Participant shall have more than one loan
              outstanding at any time.

                     (4)    Notwithstanding the foregoing, no Participant shall
              be entitled to borrow an amount that the Plan Administrator
              determines could not be adequately secured by the portion of such
              Participant's Accounts that is permitted to be held as security
              pursuant to applicable Department of Labor Regulations.

                                      X-2

<PAGE>

              (d)     Any loan made under this Article shall be repayable to the
     Plan at such times and in such manner as may be provided by the
     Administrator, subject to the following limitations:

                     (1)    Each loan shall be secured by 50% of the vested
              interest of the Participant in his Accounts. The Administrator
              shall not accept any other form of security.

                     (2)    Each Participant shall agree to have each required
              loan payment deducted from his pay and remitted to the
              Administrator.

                     (3)    Each Participant shall agree to reimburse the
              Company for out-of-pocket legal and administrative costs incurred
              in processing the loan.

                     (4)    Each loan shall bear interest at a reasonable rate
              and shall provide for substantially level amortization of
              principal and interest no less frequently than quarterly. The
              interest rate charged shall be comparable to the rate charged by
              commercial lending institutions in the region in which the
              Employer is located for comparable loans as determined by the Plan
              Administrator at the time the loan is approved.

                     (5)    Each loan shall be repaid within a specified period
              of time. Such period shall not exceed five (5) years, unless the
              loan is used to acquire the principal residence of the
              Participant, in which case the loan shall be repaid within twenty
              (20) years.

                     (6)    Loan repayments returned to the Participant's
              Account or Accounts shall be prorated based on the amount of the
              loan withdrawn from any such Accounts and shall be placed
              according to the Participant's current investment selections,
              unless otherwise stipulated. In no event shall any part of a
              Participant's loan repayment be allocated to an Account
              established for the benefit of an "alternate payee" as that term
              is defined in Section 414(p) of the Code.

              (e)    In the event of default, the Funding Agent or Trustee, at
     the direction of the Plan Administrator, may proceed to collect said loan
     with any legal remedy available, including reducing the amount of any
     distribution permitted under the Plan by the amount of any such loan that
     may be due and owing as of the date of distribution or any other action
     that may be permitted by law. "Events of Default" shall include any failure
     to make a payment of principal or interest attributable to the loan when
     due; failure to perform or to comply with any obligations imposed by any
     agreement executed by the borrower securing his loan obligations; and any
     other conditions or requirements set forth within a promissory note or
     security agreement that may be required in order to ensure that the terms
     of the loan are consistent with commercially reasonable practices. A
     default shall occur 30 days after an uncorrected Event of Default.

                                      X-3

<PAGE>

              (f)      No portion of a Participant's Accounts may be used as
     security for a loan unless the Participant's spouse consents in writing to
     such use during the 90-day period ending on the date on which the loan is
     to be so secured. The spousal consent must be witnessed by the
     Administrator or a notary public.

                                      X-4

<PAGE>

                                  ARTICLE XI

                    TRUST FUND AND EXPENSES OF ADMINISTRATION
                    -----------------------------------------

     11.1     Trustee. The Trust Fund shall be held by the Trustee, or by a
              -------
successor trustee or trustees, for use in accordance with the Plan under the
Trust Agreement. The Trust Agreement may from time to time be amended in the
manner therein provided. Similarly, the Trustee may be changed from time to time
in the manner provided in the Trust Agreement.

     11.2     Expenses of Administration.
              --------------------------

              (a)    (1)    Unless otherwise paid or provided by the Company and
              the other Employers, the assets of the Trust Fund shall be
              used to pay all expenses of the administration of the Plan and
              the Trust Fund, including the Trustee's compensation, the
              compensation of any investment manager, the expense incurred
              by the Plan Administrator in discharging its duties, all
              income or other taxes of any kind whatsoever that may be
              levied or assessed under existing or future laws upon or in
              respect of the Trust Fund, and any interest that may be
              payable on money borrowed by the Trustee for the purpose of
              the Trust.

                     (2)    (A)    The Company and the other Employers may pay
                     the expenses of the Plan and the Trust Fund. Any such
                     payment by the Company or another Employer shall not be
                     deemed a contribution to this Plan.

                            (B)    To the extent the Company and/or the other
                     Employers pay expenses of the Plan and Trust Fund, the
                     Plan Administrator may direct the Trustee to reimburse the
                     Company and/or the other Employers from the Trust Fund.

              (b)    Notwithstanding anything contained herein to the contrary,
     no excise tax or other liability imposed upon the Trustee, the Plan
     Administrator or any other person for failure to comply with the
     provisions of any federal law shall be subject to payment or reimbursement
     from the assets of the Trust.

              (c)    For its services, any corporate trustee shall be entitled
     to receive reasonable compensation in accordance with its rate schedule in
     effect from time to time for the handling of a retirement trust. Any
     individual trustee shall be entitled to such compensation as shall be
     arranged between the Company and the Trustee by separate instrument;
     provided, however, that no person who is already receiving full-time pay
     from any Employer or any Affiliate shall receive compensation from the
     Trust Fund (except for the reimbursement of expenses properly and actually
     incurred).

                                      XI-1

<PAGE>

                                  ARTICLE XII

                            AMENDMENT AND TERMINATION
                            -------------------------

     12.1     Restrictions on Amendment and Termination of Plan. It is the
              -------------------------------------------------
present intention of the Company to maintain the Plan set forth herein
indefinitely.  Nevertheless, the Company specifically reserves to itself the
right at any time, and from time to time, to amend or terminate this Plan in
whole or in part; provided, however, that no such amendment:

              (a)    shall have the effect of vesting in any Employer, directly
     or indirectly, any interest, ownership or control in any of the present or
     subsequent funds held subject to the terms of the Trust;

              (b)    shall cause or permit any property held subject to the
     terms of the Trust to be diverted to purposes other than the exclusive
     benefit of the Participants and their beneficiaries or for the
     administrative expenses of the Plan Administrator and the Trust;

              (c)    shall (1) reduce any vested interest of a Participant on
     the later of the date the amendment is adopted or the date the amendment is
     effective, except as permitted by law, or (2) reduce or restrict either
     directly or indirectly any benefit provided any Participant prior to the
     date an amendment is adopted;

              (d)    shall reduce the Accounts of any Participant; or

              (e)    shall amend any vesting schedule with respect to any
     Participant who has at least three Years of Service at the end of the
     election period described below, except as permitted by law, unless each
     such Participant shall have the right to elect to have the vesting schedule
     in effect prior to such amendment apply with respect to him, such election,
     if any, to be made during the period beginning not later than the date the
     amendment is adopted and ending no earlier than sixty (60) days after the
     latest of the date the amendment is adopted, the amendment becomes
     effective or the Participant is issued written notice of the amendment by
     his Employer or the Plan Administrator.

     12.2     Amendment of Plan. Subject to the limitations stated in section
              -----------------
12.1, the Company shall have the power to amend this Plan in any manner that it
deems desirable, and, not in limitation but in amplification of the foregoing,
it shall have the right to change or modify the method of allocation of
contributions hereunder, to change any provision relating to the administration
of this Plan and to change any provision relating to the distribution or
payment, or both, of any of the assets of the Trust.

     12.3     Discontinuance of Contributions. In the event an Employer decides
              -------------------------------
to permanently discontinue making contributions, such decision shall be
evidenced by an appropriate resolution of its Board and a certified copy of such
resolution shall be delivered to the Plan Administrator. All of the assets in
the Fund belonging to the affected Participants on the date of discontinuance
specified in such resolutions shall,

                                      XII-1

<PAGE>

aside from becoming fully vested as provided in paragraph (c), be held,
administered and distributed by the Funding Agent in the manner provided under
this Plan. In the event of a permanent discontinuance of contributions without
such formal documentation, full vesting of the interests of the affected
Participants in the amounts credited to their respective Accounts will occur on
the last day of the year in which a substantial contribution is made to the
Plan.

     12.4     Termination Procedure. In the event an Employer decides to
              ---------------------
terminate this Plan, such decision shall be evidenced by an appropriate
resolution of its Board and a certified copy of such resolution shall be
delivered to the Plan Administrator. After payment of all expenses and
proportional adjustments of individual accounts to reflect such expenses and
other changes in the value of the Fund as of the date of termination, each
affected Participant (or the beneficiary of any such Participant) shall be
entitled to receive, provided that no successor plan has been established, any
amount then credited to his Accounts in accordance with the provisions of
Article VIII.

                                      XII-2

<PAGE>

                                  ARTICLE XIII

                                 MERGER ACCOUNTS

     13.1     Merger Accounts. Effective as of the close of business on December
              ---------------
31, 1995, or as soon thereafter as is administratively feasible (and after
allocations have been deemed to be made to this Plan for the Plan Year ending
December 31, 1995), the Administrator shall establish and maintain, with respect
to each Participant who was a participant in the OMNI Plan or the Breathco Plan,
one or more Merger Accounts to provide for amounts credited to the Participant
and transferred from the OMNI Plan and the Breathco Plan upon their merger with
this Plan.

     13.2     Investment Funds. A Participant may elect to have his Merger
              ----------------
Account balances invested in the investment funds made available from time to
time. Such elections shall be made in accordance with the rules prescribed by
the Administrator as provided in Article X.

     13.3     Adjustments to Merger Accounts. The Merger Accounts of each
              ------------------------------
Participant shall be credited or charged, as of each Valuation Date, with a
share of the earnings and gains or losses (both realized and unrealized) of each
investment fund in accordance with the provisions of paragraph (d) of Article
VI, paragraph (f) of Article VIII, and paragraph (a)(4) of Article X. The
Administrator shall further adjust the Merger Accounts of each Participant to
reflect any amounts distributed, withdrawn, or borrowed in accordance with the
terms of this Plan.

     13.4     Vested Interest.
              ---------------

              (a)    A Participant's vested interest in his Merger Accounts
     attributable to matching contributions and/or profit sharing contributions
     made to the Breathco Plan on or before December 31, 1995 shall be a
     percentage of the balance of such Accounts as of the applicable Valuation
     Date, based upon such Participant's Years of Service as of the date of the
     termination of his employment, as follows:

        Total Number of                    Vested
        Years of Service                 Percentage
        ----------------                 ----------

Less than 2 Years of Service                             0%
2 years, but less than 3 years                          20%
3 years, but less than 4 years                          40%
4 years, but less than 5 years                          60%
5 years, but less than 6 years                          80%
6 years or more                                        100%

              (b)    A Participant's vested interest in his Merger Accounts
     attributable to matching contributions and discretionary Employer
     contributions made to the

                                      XIII-1

<PAGE>

     OMNI Plan on or before December 31, 1995 shall be a percentage of the
     balance of such Accounts as of the applicable Valuation Date, based upon
     such Participant's Years of Service as of the date of the termination of
     his employment, as follows:

        Total Number of                    Vested
        Years of Service                 Percentage
        ----------------                 ----------
Less than 1 Year of Service                               0%
1 year, but less than 2 years                            20%
2 years, but less than 3 years                           40%
3 years, but less than 4 years                           60%
4 years, but less than 5 years                           80%
5 years or more                                         100%

              (c)    Notwithstanding the foregoing, a Participant shall be 100%
     vested in his Merger Accounts upon obtaining his Normal Retirement Date or
     Early Retirement Date. A Participant's vested interest in his Merger
     Accounts attributable to any contributions made to the OMNI Plan or the
     Breathco Plan, other than contributions referred to in subparagraphs (1)
     and (2) above, shall be 100% regardless of the number of his Years of
     Service.

     13.5     Distribution Upon Retirement, Death, Disability or Other
              --------------------------------------------------------
Termination of Employment.
-------------------------

              (a)    Except as otherwise provided under this Article XIV, the
     amount of the benefit attributable to Merger Accounts to which a
     Participant is entitled under Article VII shall be paid to him or, in the
     case of a death benefit, shall be paid to said Participant's beneficiary
     or beneficiaries in accordance with the terms of Article VIII.

              (b)    At the same time that a Participant or his beneficiary
     becomes entitled to a benefit in accordance with the provisions of Article
     VII, the Participant or his beneficiary shall also become entitled to
     receive any amount then credited to his Merger Accounts. Subject to the
     requirements of paragraph (a) of Article VIII, any such amount credited to
     a Participant's Merger Accounts shall be distributed beginning as soon as
     practicable following the Participant's retirement, death, disability, or
     other termination of employment, as the case may be, in the manner,
     provided in Articles VIII and XIV.

              (c)    In addition to the retirement benefit provisions set forth
     in paragraph (a) of Article VII, upon reaching his Early Retirement Date,
     a Participant who is credited with one or more Merger Accounts shall be
     fully vested in his Merger Accounts and, upon giving thirty (30) days'
     written notice, and if he elects to take an early retirement, he shall be
     entitled to receive his retirement benefits attributable to his Merger
     Accounts at any time after his Early Retirement Date.

                                      XIII-2

<PAGE>

     13.6     Withdrawals.
              -----------

              (a)    Notwithstanding anything contained herein to the contrary,
     the portion of the balance in a Participant's Merger Accounts that is
     attributable to "salary reduction contributions" previously made to the
     Breathco Plan (including earnings attributable to such contributions for
     periods ending on or before December 31, 1988) and/or the portion of the
     balance in a Participant's Merger Accounts that is fully vested and is
     attributable to any contributions made to the OMNI Plan (excluding earnings
     credited to "elective contributions" for periods ending subsequent to
     December 31, 1988) shall be subject to the hardship distribution provisions
     set forth in paragraph (a) of Article IX.

              (b)    Notwithstanding anything contained herein to the contrary,
     the portion of the balance in a Participant's Merger Accounts that is
     attributable to "salary reduction contributions" previously made to the
     Breathco Plan and/or the portion of the balance in a Participant's Merger
     Accounts that is fully vested and is attributable to any contributions made
     to the OMNI Plan shall be subject to the post-59 1/2 withdrawal provisions
     set forth in paragraph (b)(1) of Article IX.

                                      XIII-3

<PAGE>

                                   ARTICLE XIV

                                  MISCELLANEOUS
                                  -------------

     14.1     Merger or Consolidation. This Plan and the Trust may not be merged
              -----------------------
or consolidated with, and the assets or liabilities of this Plan and the Trust
may not be transferred to, any other plan or trust unless each Participant would
receive a benefit immediately after the merger, consolidation or transfer, if
the plan and trust then terminated, that is equal to or greater than the benefit
the Participant would have received immediately before the merger, consolidation
or transfer if this Plan and the Trust had then terminated.

     14.2     Alienation.
              ----------

              (a)    Except as provided in subsection (b), no Participant or
     beneficiary of a Participant shall have any right to assign, transfer,
     appropriate, encumber, commute, anticipate or otherwise alienate his
     interest in this Plan or the Trust or any payments to be made thereunder;
     no benefits, payments, rights or interests of a Participant or beneficiary
     of a Participant of any kind or nature shall be in any way subject to legal
     process to levy upon, garnish or attach the same for payment of any claim
     against the Participant or beneficiary of a Participant; and no Participant
     or beneficiary of a Participant shall have any right of any kind whatsoever
     with respect to the Trust, or any estate or interest therein, or with
     respect to any other property or right, other than the right to receive
     such distributions as are lawfully made out of the Trust, as and when the
     same respectively are due and payable under the terms of this Plan and the
     Trust.

              (b)    (1)    Notwithstanding the provisions of subsection
              13.2(a), the Plan Administrator shall direct the Trustee to make
              payments pursuant to a Qualified Domestic Relations Order as
              defined in Section 414(p) of the Code. This Plan shall permit
              distributions pursuant to a Qualified Domestic Relations Order at
              any time.

                     (2)    The Plan Administrator shall establish procedures
              consistent with Section 414(p) of the Code to determine if any
              order received by the Plan Administrator, or any other fiduciary
              of the Plan, is a Qualified Domestic Relations Order.

              (c)    Notwithstanding any provision of the Plan to the contrary,
     an offset to a Participant's Accounts for an amount that the Participant is
     ordered or required to pay the Plan with respect to a judgment, order or
     decree issued, or a settlement entered into, on or after August 5, 1997,
     shall be permitted in accordance with Sections 401(a)(13)(C) and (D) of the
     Code.

     14.3     Electronic Media and Other Technology.  Notwithstanding any
              -------------------------------------
provision of the Plan to the contrary, the Plan Administrator may use telephonic
media, electronic

                                      XIV-1

<PAGE>

media or other technology in administering the Plan to the extent not prohibited
by applicable law, regulation or other pronouncement.

     14.4     Waiver of Notice. Any Participant, beneficiary or other person
              ----------------
entitled to notice under the Plan may waive the right to such notice to the
extent that such waiver is not inconsistent with applicable law, regulation or
other pronouncement.

     14.5     USERRA Requirements. Effective December 12, 1994, this Plan shall
              -------------------
comply with the requirements of the Uniformed Services Employment and
Reemployment Rights Act (USERRA) and Section 414(u) of the Code, including the
following:

              (a)    An individual reemployed under USERRA shall be treated as
     not having incurred a Break in Service with Employer by reason of such
     individual's qualified military service (as defined in Section 414(u) of
     the Code).

              (b)    Each period of qualified military service served by an
     individual is, upon reemployment, deemed to constitute service with the
     Employer for purposes of vesting and the accrual of benefits under the
     Plan.

              (c)    An individual reemployed under USERRA is entitled to
     accrued benefits that are contingent on the making of, or derived from,
     Employee contributions or elective deferrals only to the extent the
     individual makes payment to the Plan with respect to such contributions or
     deferrals; provided, however, that no such payment may exceed the amount
     the individual would have been permitted or required to contribute had the
     individual remained continuously employed by the Employer throughout the
     period of qualified military service. Any payment to the Plan under this
     subsection (c) shall be made during the period beginning with the date of
     reemployment and whose duration is 3 times the period of the qualified
     military service (but not greater than 5 years).

     14.6     Governing Law. This Plan shall be administered, construed and
              --------------
enforced in accordance with applicable federal law, and to the extent applicable
and not preempted by federal law, the laws of the State of Florida.

     14.7     Action by Employer. Whenever an Employer under the terms of this
              -----------------
Plan is permitted or required to do or perform any act, it shall be done and
performed, in the case of a corporate Employer, by the Board of Directors of
such Employer and shall be evidenced by proper resolution of such Board of
Directors of such Employer.

     14.8     Alternative Actions. In the event it becomes impossible for the
              -------------------
Company, another Employer, the Plan Administrator or the Trustee to perform any
act required by this Plan, then the Company, such other Employer, the Plan
Administrator or the Trustee, as the case may be, may perform such alternative
act that most nearly carries out the intent and purpose of this Plan.

                                      XIV-2

<PAGE>

     14.9     Severability of Provisions. In the event that any provision of the
              --------------------------
Plan shall be determined to be illegal, invalid or unenforceable, the remaining
provisions of the Plan shall be construed as though the illegal, invalid or
unenforceable provision is not part of the Plan.

     14.10    Gender. Throughout this Plan, and whenever appropriate, the
              ------
masculine gender shall be deemed to include the feminine and neuter; the
singular, the plural; and vice versa.

     IN WITNESS WHEREOF, this Plan has been executed on this ____ day of
_______________, 2001 and is effective as of the dates set forth above.

                                         LINCARE INC.

                                         By:______________________________
                                        Its:_____________________________

                                      XIV-3

</TEXT>
</DOCUMENT>
