PATTERSON DENTAL CO
EMPLOYEE STOCK OWNERSHIP PLAN
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>8
<FILENAME>dex1018.txt
<DESCRIPTION>EMPLOYEE STOCK OWNERSHIP PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.18






                            PATTERSON DENTAL COMPANY

                          EMPLOYEE STOCK OWNERSHIP PLAN

                         Amended and restated effective

                                   May 1, 2001


<PAGE>

                            PATTERSON DENTAL COMPANY

                          EMPLOYEE STOCK OWNERSHIP PLAN

                            Declaration of Amendment
                            ------------------------

     The undersigned hereby adopt the amendment and restatement of the Patterson
Dental Company Employee Stock Ownership Plan as reflected in the written
instrument entitled "Patterson Dental Company Employee Stock Ownership Plan,"
which instrument is attached hereto and made a part hereof.

     This amended and restated plan document shall be effective as of May 1,
2001.

     IN WITNESS WHEREOF, the undersigned has caused this Declaration of
Amendment to be executed by its duly authorized officers this 4th day of
December, 2001.

                                       PATTERSON DENTAL COMPANY

                                       By:      /s/ Stephen Armstrong
                                          -------------------------------------
                                       Name:  R. Stephen Armstrong

                                       Title: Executive Vice President & CFO

<PAGE>


                               Table of Contents
                               -----------------

ARTICLE I -    INTRODUCTION                                                   1
-----------    ------------                                                   -
Section 1.1    Name of Plan and Trust                                         1
Section 1.2    Purpose                                                        1
Section 1.3    Plan Maintained by More Than One Employer                      1
Section 1.4    Background                                                     1
Section 1.5    Effective Date of Plan Amendments                              1

ARTICLE II -   DEFINITIONS                                                    2
------------   -----------                                                    -
Section 2.1    Account                                                        2
Section 2.2    Acquisition Loan                                               2
Section 2.3    Beneficiary                                                    2
Section 2.4    Board of Directors                                             2
Section 2.5    Break In Service                                               2
Section 2.6    Code                                                           2
Section 2.7    Compensation                                                   2
Section 2.8    Controlled Group                                               3
Section 2.9    Effective Date                                                 3
Section 2.10   Employee                                                       4
Section 2.11   Employer                                                       4
Section 2.12   Employer Stock                                                 4
Section 2.13   Employment Year                                                4
Section 2.14   ERISA                                                          4
Section 2.15   Fair Market Value Per Share                                    4
Section 2.16   Fiduciary                                                      4
Section 2.17   Financed Shares                                                4
Section 2.18   Forfeitures                                                    5
Section 2.19   Highly Compensated Employee:                                   5
Section 2.20   Hour of Service shall mean                                     5
Section 2.21   Limitation Year                                                7
Section 2.22   Non-Highly Compensated Employee                                7
Section 2.23   Normal Retirement Age                                          7
Section 2.24   Parental Absence                                               7
Section 2.25   Participant                                                    7
Section 2.26   Plan                                                           7
Section 2.27   Plan Administrator                                             7
Section 2.28   Plan Year                                                      7
Section 2.29   Section 415 Compensation                                       7
Section 2.30   Sponsor                                                        8
Section 2.31   Trust                                                          8
Section 2.32   Trust Fund                                                     8
Section 2.33   Trustee                                                        8
Section 2.34   Valuation Date                                                 8
Section 2.35   Year of Service                                                8


                                       i

<PAGE>

Section 2.36   Year of Service for Participation                              8
Section 2.37   Year of Service for Vesting                                    8

ARTICLE III -  ELIGIBILITY AND PARTICIPATION                                  9
-------------  -----------------------------                                  -
Section 3.1    Eligibility for Participation                                  9
Section 3.2    Eligibility Computation Periods                                9
Section 3.3    Participation Upon Reemployment                                9
Section 3.4    Participation After Normal Retirement Age                      9
Section 3.5    Collective Bargaining Agreement                                9
Section 3.6    Participation Upon Return To Eligible Class                   10
Section 3.7    Employee Leasing                                              10
Section 3.8    Classification                                                10

ARTICLE IV -   CONTRIBUTIONS                                                 11
------------   -------------                                                 --
Section 4.1    Employer Contributions                                        11
Section 4.2    Time of Payment and Form of Contribution                      11
Section 4.3    Allocation of Employer Contribution                           11
Section 4.4    Allocation of Forfeitures                                     13
Section 4.5    Advance Employer Contributions                                13
Section 4.6    Limitations on Allocations                                    13
Section 4.7    No Contributions by Participants                              15
Section 4.8    Make-Up Contributions for Omitted Participants                15
Section 4.9    Exclusive Benefit; Refund of Employer Contribution            15
Section 4.10   Dividends                                                     16

ARTICLE V -    DETERMINATION OF VALUE OF PARTICIPANT'S ACCOUNTS              18
-----------    ------------------------------------------------              --
Section 5.1    Trust Fund and Allocation of Earnings                         18
Section 5.2    Determination of Market Value                                 18
Section 5.3    Diversification of Investments                                18

ARTICLE VI -   RETIREMENT AND OTHER TERMINATION OF PARTICIPATION VESTING     20
------------   ---------------------------------------------------------     --
Section 6.1    Full Vesting: Retirement, Death or Disability                 20
Section 6.2    Other Termination of Employment: Participant's Vested
               Percentage                                                    20
Section 6.3    Vesting Upon Termination of the Plan                          20
Section 6.4    Forfeiture of Nonvested Benefit                               20
Section 6.5    Vesting Computation Period                                    21
Section 6.6    Years of Service                                              21
Section 6.7    Forfeiture Due to Discharge of Employment for Cause           21

ARTICLE VII -  DISTRIBUTIONS                                                 23
-------------  -------------                                                 --
Section 7.1    Time of Distribution                                          23
Section 7.2    Manner of Distribution                                        25
Section 7.3    Form of Distribution                                          25
Section 7.4    Required Distribution After Death                             26
Section 7.5    Put Option                                                    27
Section 7.6    Right of First Refusal                                        27
Section 7.7    Distribution Prior to a Five Consecutive Breaks in Service;
               Restoration of Forfeited Account                              29

                                       ii

<PAGE>

Section 7.8    Reemployment After Distribution Has Been Made or Commenced    30
Section 7.9    Designation of Beneficiaries                                  30
Section 7.10   Minors and Persons Under Legal Disability                     31
Section 7.11   Interest of Persons Who Cannot Be Located                     31
Section 7.12   Non-alienation of Benefits                                    31
Section 7.13   Direct Rollovers                                              31

ARTICLE VIII - PLAN LOANS                                                    33
-------------------------                                                    --
Section 8.1    Plan Loans                                                    33

ARTICLE IX -   TOP-HEAVY PLAN PROVISIONS                                     34
------------   -------------------------                                     --
Section 9.1    Definitions                                                   34
Section 9.2    Determination of Top-Heavy                                    36
Section 9.3    Minimum Contribution                                          36
Section 9.4    Vesting for Top-Heavy Plan                                    36

ARTICLE X -    PLAN ADMINISTRATION                                           38
-----------    -------------------                                           --
Section 10.1   Employer Responsibility                                       38
Section 10.2   Powers and Duties of the Plan Administrator                   38
Section 10.3   Records and Reports of the Plan Administrator                 39
Section 10.4   Plan Administrative Committee.                                39
Section 10.5   Organization and Operation of the Plan Administrative
               Committee                                                     39
Section 10.6   Compensation and Responsibility for Payment of Expenses
               of the Plan Administrator                                     39
Section 10.7   Indemnity of Plan Administrator or Plan Administrative
               Committee Members                                             40
Section 10.8   Claims Procedurer                                             40
Section 10.9   Voting Rights                                                 40
Section 10.10  Bonding                                                       41

ARTICLE XI -   QUALIFIED DOMESTIC RELATIONS ORDERS                           42
------------   -----------------------------------                           --
Section 11.1   Permissible Assignment                                        42
Section 11.2   Definitions                                                   42
Section 11.3   Notification                                                  43
Section 11.4   Disposition of Disputed Funds                                 43
Section 11.5   Payment of Benefits                                           44
Section 11.6   Form of Payment                                               44

ARTICLE XII -  AMENDMENTS AND ACTION BY SPONSOR/EMPLOYER                     45
-------------  -----------------------------------------                     --
Section 12.1   Amendments                                                    45
Section 12.2   Action by Sponsor/Employer                                    45
Section 12.3   Plan Ceases to Constitute an ESOP                             45

ARTICLE XIII - SUCCESSOR SPONSOR AND MERGER OR CONSOLIDATION OF PLANS        46
-------------- ------------------------------------------------------        --
Section 13.1   Successor Sponsor                                             46
Section 13.2   Plan Assets                                                   46

                                      iii

<PAGE>

ARTICLE XIV -  PLAN TERMINATION                                              47
-------------  ----------------                                              --
Section 14.1   Termination of Plan and Trust                                 47
Section 14.2   Full Vesting                                                  47
Section 14.3   Distribution of Trust Fund                                    47

ARTICLE XV -   MISCELLANEOUS                                                 48
------------   -------------                                                 --
Section 15.1   Nonguaranty of Employment                                     48
Section 15.2   Rights to Trust Assets                                        48
Section 15.3   Word Usage                                                    48
Section 15.4   Governing Law                                                 48
Section 15.5   Uniformed Services Employment and Reemployment Act of 1994    48

EXHIBIT A -    SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES      Exh. A-1
EXHIBIT B -    SPECIAL EFFECTIVE DATES                                 Exh. B-1
SUPPLEMENT A - EGTRRA AMENDMENT                                       Supp. A-1
SUPPLEMENT B - THOMPSON DENTAL COMPANY PROVISIONS                     Supp. B-1



                                       iv

<PAGE>

                            ARTICLE I - INTRODUCTION

     Section 1.1 Name of Plan and Trust.

          (a) The name of this Plan is the Patterson Dental Company Employee
     Stock Ownership Plan ("ESOP").

          (b) The name of the Trust for the Plan is the Patterson Dental Company
     Employee Stock Ownership Trust.

     Section 1.2 Purpose. This Plan is intended to be a qualified stock bonus
plan and qualified employee stock ownership plan. This Plan is designed to
invest primarily in qualifying employer securities. The terms and provisions of
this Plan and Trust are intended to conform to the requirements of sections
401(a) of the Internal Revenue Code of 1986, as amended, and the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.

     Section 1.3 Plan Maintained by More Than One Employer. Upon written consent
by the Board of Directors more than one Employer may adopt this Plan.

     Section 1.4 Background.

          (a) This Plan was first adopted April 27, 1990, effective May 1, 1989.
     The Plan was amended and restated on December 6, 1994.

          (b) The Plan was amended and restated as this Plan document effective
     as of the Restatement Date to incorporate prior Plan amendments and to
     conform the Plan to the requirements of the Uruguay Round Agreements Act of
     1994, the Uniformed Services Employment and Reemployment Rights Act of
     1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief
     Act of 1997, the Internal Revenue Restructuring and Reform Act of 1998 and
     the Community Renewal Tax Relief Act of 2000 (collectively the "GUST"
     amendments) and to make certain other miscellaneous changes.

     Section 1.5 Effective Date of Plan Amendments. The provisions of the Plan,
as modified by any amendment that does not specifically provide otherwise, shall
apply only to those participants who terminate employment on or after the
effective date of such amendment and to Beneficiaries who die after such
effective date.

<PAGE>

                            ARTICLE II - DEFINITIONS

     Section 2.1 Account shall mean the entire interest of each Participant in
the Trust consisting of Employer contributions, and all earnings and gains
allocable thereto.

     Section 2.2 Acquisition Loan shall mean a loan (or other extension of
credit) used by the Trust to finance the acquisition of Employer Stock (see
"Financed Shares"), which loan may constitute an extension of credit to the
Trust from a "party in interest" (as defined in ERISA Section 3(14)).

     Section 2.3 Beneficiary shall mean the person, persons or entity designated
in accordance with the Plan to receive payments in the event of a Participant's
death.

     Section 2.4 Board of Directors shall mean the Board of Directors of the
Sponsor unless provided otherwise.

     Section 2.5 Break In Service shall mean a Plan Year in which an Employee or
a Participant is credited with not more than 500 Hours of Service with the
Employer or a member of the Employer's Controlled Group.

     Section 2.6 Code shall mean the Internal Revenue Code of 1986, as amended.
Any reference to a specific provision of the Code includes a reference to such
provision, any valid ruling, regulation or authoritative pronouncement
promulgated thereunder and any provision of future law that amends, supplements
or supersedes the provision.

     Section 2.7 Compensation shall mean a Participant's total earnings from the
Employer actually paid during a Plan Year for services rendered, including
bonuses and overtime. Compensation shall include, but is not limited to,
commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips, fringe benefits
and reimbursements or other expense allowances under a nonaccountable plan.

     Compensation shall not include the following:

          (a) Employer contributions to a deferred compensation plan to the
     extent that, before the application of the limitation under Code Section
     415 to that plan, the contributions are not includable in the Employee's
     gross income for the taxable year in which contributed; Employer
     contributions under a SEP to the extent such contributions are deductible
     by the Employee are not includable in the Employee's gross income for the
     taxable year in which contributed; or any distribution from a deferred
     compensation plan, regardless of whether such amounts are includable in the
     gross income of the Employee when distributed;

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


                                       2

<PAGE>

          (c) Amounts realized from the sale, exchange or other disposition of
     stock acquired under a qualified stock option; and

          (d) Other amounts which receive special tax benefits or contributions
     made by the Employer towards the purchase of an annuity contract described
     in Code Section 403(b), whether or not such contributions are excludable
     from the Employee's gross income

     Compensation shall include only that compensation which is actually paid or
made available to the Participant during the Plan Year. The Compensation of any
Employee who becomes a Participant during a Plan Year shall be limited to
Compensation paid after commencement of participation. Notwithstanding the
above, Compensation shall include any amount that is deferred by a Participant
pursuant to a salary reduction agreement with respect to which the Employer
makes a contribution on behalf of the Participant and which is not includable in
the gross income of the Participant under Code Sections 125, 402(a)(8) (or
effective January 1, 1993, 402(e)(3)), 402(h) or 403(b). Compensation shall
include any elective amounts that are not includible in the gross income of the
Participant by reason of Code Section 132(f)(4).

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual compensation of each Employee
taken into account under the Plan shall not exceed the OBRA `93 annual
compensation limit. The OBRA `93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months, over which
compensation is determined (determination period) beginning in such calendar
year. If a determination period consists of fewer than 12 months, the OBRA `93
annual compensation limit will be multiplied by a fraction, the numerator of
which is the number of months in the determination period, and the denominator
of which is 12. For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Code Section 401(a)(17) shall
mean the OBRA `93 annual compensation limit set forth in this provision. If
Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA `93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA `93 annual
compensation limit is $150,000.

     Section 2.8 Controlled Group shall mean those entities which constitute a
controlled group of corporations as defined in Code Section 414(b), trades or
business under common control as defined in Code Section 414(c), or an
affiliated service group as defined in Code Section 414(m), and any other entity
required to be aggregated with the Employer pursuant to Regulations under Code
Section 414(o).

     Section 2.9 Effective Date shall mean May 1, 2001, the date on which the
provisions of this amended and restated Plan document became effective, except
as otherwise provided


                                       3

<PAGE>

herein or in Exhibit B.

     Section 2.10 Employee shall mean any person employed by the Employer other
than independent contractors. Employee shall include any leased employees within
the meaning of Code Section 414(n)(2), unless leased employees constitute less
than 20 percent of the Employer's non-highly compensated workforce (as defined
in Code Section 414(n)(5)(C)) and such leased employees are covered by a plan
described in section 414(n)(5)(B) of the Code.

     The term "leased employee" is defined as any person, other than an employee
of the recipient, who pursuant to an agreement between the recipient and any
other person (the "leasing organization") has performed services for the
recipient (or for the recipient and related persons as determined pursuant to
Code Section 414(n)(6)) on a substantially full-time basis for a period of at
least one year, and such services are performed under the primary direction or
control of the recipient.

     Section 2.11 Employer shall mean Patterson Dental Company and any successor
entity thereto which adopts this Plan. Employer shall also include any other
employer who, with the written consent of the Board of Directors, adopts this
Plan.

     Section 2.12 Employer Stock shall mean shares of common stock of Patterson
Dental Company (or of a Controlled Group member) having a combination of voting
power and dividend rights equal to or in excess of any other class of common
stock of Patterson Dental Company (or of a Controlled Group member). Employer
Stock shall also include noncallable preferred stock if such stock is
convertible at any time into common stock meeting the foregoing requirements.

     Section 2.13 Employment Year shall mean a consecutive twelve month period
measured from an Employee's initial date of hire (or latest date of rehire if
the Employee has terminated employment) or from any anniversary thereof. An
Employee's initial date of hire shall be the date on which the Employee first is
credited with an Hour of Service.

     Section 2.14 ERISA shall mean the Employee Retirement Income Security Act
of 1974 as enacted in P.L 93-406, including any amendments thereto.

     Section 2.15 Fair Market Value Per Share shall mean that value per share as
determined by the Board of Directors, provided that in determining Fair Market
Value Per Share the Board of Directors shall obtain and rely upon a valuation
made by an independent appraiser, provided such appraiser satisfies requirements
similar to those contained in the Regulations prescribed under Section 170(a)(1)
of the Code.

     Section 2.16 Fiduciary shall mean the Employer, the Plan Administrator and
the Trustee, or any other person who exercises any discretionary authority or
discretionary control respecting the Plan or Trust, but only with respect to the
specific responsibilities of each for the administration of the Plan and Trust.
For the purposes of ERISA, the Sponsor shall be a Named Fiduciary and the
Sponsor may from time to time appoint one or more additional named Fiduciaries.


                                       4

<PAGE>

     Section 2.17 Financed Shares shall mean shares of Employer Stock acquired
by the Trust with the proceeds of an Acquisition Loan.

     Section 2.18 Forfeitures shall mean the nonvested portion of a
Participant's Account which may be reallocated to other Participants in
accordance with Sections 4.4 and 6.4 hereof.

     Section 2.19 Highly Compensated Employee shall mean:

          (a) Any Employee

               (1)  who at any time during such Plan Year or the preceding Plan
                    Year, was a five percent (5%) owner of the Employer (as
                    defined in Code Section 416(i)(1)); or

               (2)  who at any time during the preceding Plan Year performed
                    services for the Employer or a member of the Controlled
                    Group and received annual compensation (as defined in Code
                    Section 414(q)(7)) in excess of $80,000 (as adjusted for
                    cost of living increases).

          (b) A former Employee shall be treated as a Highly Compensated
     Employee if such Employee was a Highly Compensated Employee when he
     separated from service, or such Employee was a Highly Compensated Employee
     at any time after attaining age 55.

          (c) For purposes of determining the Employees who are Highly
     Compensated Employees, the Employer shall include all members of the
     Employer's Controlled Group.

     Section 2.20 Hour of Service shall mean:

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

          (b) Each hour for which an Employee is paid, or entitled to payment,
     by the Employer for a period of time during which no duties are performed
     (whether or not the employment relationship has terminated) due to
     vacation, holiday, illness, incapacity (including disability), layoff, jury
     duty, military duty or leave of absence (but not in excess of 501 hours in
     any continuous period during which no duties are performed). A payment
     shall be deemed to be made by or due from the Employer regardless of
     whether such payment is made by or due from the Employer directly, or
     indirectly, through a trust fund, insurer or other entity to which the
     Employer contributes or pays premiums; provided, however, that no such
     Hours of Service shall be credited to the Employee if such direct or
     indirect payment is made or due under a plan maintained solely for the
     purpose of complying with applicable worker's compensation, unemployment
     compensation or disability insurance laws, or only reimburses the Employee
     for medical or medically related expenses incurred by the Employee;

          (c) Each hour for which back pay, irrespective of mitigation of
     damages, has been either awarded or agreed to by the Employer;


                                       5

<PAGE>

          (d) Hours of Service, for purposes of determining whether a Break in
     Service has occurred, shall include each hour credited for a Parental
     Absence in accordance with the following:

               (1)  The Plan Administrator shall credit to the Employee on
                    Parental Leave, the Hours of Service which otherwise would
                    normally have been credited to such individual but for such
                    absence; or if the Plan Administrator is unable to so
                    determine the Hours of Service pursuant to paragraph (a),
                    eight Hours of Service per normal work day.

               (2)  The total number of Hours of Service credited by reason of
                    any Parental Absence shall not exceed 501.

               (3)  The Hours of Service credited under this paragraph (d) shall
                    be treated as Hours of Service in only the Plan Year in
                    which the Parental Absence begins, if a Participant would be
                    prevented from incurring a Break in Service in such year
                    solely because of the Hours of Service credited under this
                    paragraph (d); or, in any other case, in the Plan Year
                    immediately following the Plan Year in which the Parental
                    Absence begins.

               (4)  No Hours of Service credit shall be given under this
                    paragraph (d) unless the Employee furnishes to the Plan
                    Administrator such timely information as the Plan
                    Administrator may reasonably require in order to establish
                    that the absence from work was a Parental Absence and the
                    number of days for which there was such an absence.

          (e) Each hour for which an Employee could have worked during a period
     of time in which he performs no duties and for which he is neither paid nor
     entitled to payment while absent on an approved leave of absence. For the
     foregoing purposes:

               (1)  No more than 501 Hours of Service shall be credited with
                    respect to a single computation period during which the
                    Employee performs no duties, and crediting for Hours of
                    Service during an approved Leave of Absence shall not be
                    permitted to cause an Employee's total Hours of Service for
                    any Plan Year to equal or exceed 1,000 or more Hours, unless
                    such Employee was entitled to 1,000 or more Hours for actual
                    service or performance of duties as an Employee.

               (2)  Approved leave of absence shall mean any absence authorized
                    by the Employer under the Employer's standard personnel
                    practices, provided that all persons in similar
                    circumstances must be treated alike in the granting of such
                    approved leaves of absence, and provided further that the
                    Participant returns at the end of the authorized absence. An
                    absence due to service in the Armed Forces of the United
                    States shall be considered an approved leave of absence,
                    provided that the absence is caused by war or other
                    emergency, or provided that the Employee is required to
                    serve under the laws of conscription in time of peace, and
                    further provided that the Employee returns to employment
                    with the Employer within the


                                       6

<PAGE>

                    period provided by law.

          (f) An individual will be credited with the number of Hours of Service
     he completes while a leased Employee and with any other organization to the
     extent Hours of Service are required to be taken into account pursuant to
     Code section 414(o).

Hours of Service shall be determined and applied to the appropriate computation
periods in accordance with Department of Labor Regulations, Section
2530.200b-2(b) and (c) from the Employer's records of hours worked and hours for
which payment is made or due. Hours of Service equivalencies shall be in
accordance with Department of Labor Regulations Section 2530-200b-3 and for each
pay period in which a salaried Employee is paid, such Employee shall be credited
with the number of Hours which correspond to his pay period under the following
equivalencies:

                      Pay Period          Hours of Service
                      ----------          ----------------

                     Weekly                      45
                     Biweekly                    90
                     Semimonthly                 95
                     Monthly                    190

     Section 2.21 Limitation Year means the twelve consecutive month period
which begins on May 1 and ends the following April 30, or such other twelve
consecutive month period designated by the Board of Directors, provided such
change is reflected in an amendment to the Plan.

     Section 2.22 Non-Highly Compensated Employee shall mean any Employee who is
neither a Highly Compensated Employee nor a family member of a Highly
Compensated Employee.

     Section 2.23 Normal Retirement Age shall mean age 65.

     Section 2.24 Parental Absence shall mean an absence from work for any
period by reason of the Participant's pregnancy, birth of the Participant's
child, placement of a child with the Participant in connection with the adoption
of such child, or any absence for the purpose of caring for such child for a
period immediately following such birth or placement.

     Section 2.25 Participant shall mean an Employee or former Employee of the
Employer participating in this Plan pursuant to the provisions of Article III
hereof.

     Section 2.26 Plan shall mean the Patterson Dental Company Employee Stock
Ownership Plan established and continued by this instrument.

     Section 2.27 Plan Administrator shall mean the Sponsor or such other person
or committee as the Sponsor may designate pursuant to the provisions of this
Plan to act on behalf of the Employer.


                                       7

<PAGE>

     Section 2.28 Plan Year shall mean a consecutive twelve month period
beginning on May 1 and ending on the subsequent April 30.

     Section 2.29 Section 415 Compensation shall mean for an individual for any
period, his or her "compensation" within the meaning of Code Section 414(c)(3)
for the period from the Controlled Group. The Plan Administrator may, for any
period, determine the items of remuneration that, in accordance with Treasury
Regulations, will be included in Section 415 Wages for such period; provided
that for each purpose under this Plan, the Plan Administrator's determination
will be uniform throughout any period.

     Section 2.30 Sponsor shall mean Patterson Dental Company.

     Section 2.31 Trust shall mean the Trust created under the Agreement and
Declaration of Trust entered into by the Employer and Trustee pursuant to this
Plan.

     Section 2.32 Trust Fund shall mean all of the assets of the Plan held by
the Trustee at any time under the Trust.

     Section 2.33 Trustee shall mean the person, persons or entity appointed by
the Board of Directors to administer the Trust or any duly appointed and
qualified successor Trustee.

     Section 2.34 Valuation Date shall mean the 31st day of March of each
calendar year, and each interim date, if any, as selected by the Plan
Administrator, upon which the Trust Fund is valued.

     Section 2.35 Year of Service shall mean a consecutive twelve month
computation period during which an Employee has completed at least one thousand
(1,000) Hours of Service with the Employer. An Employee shall be credited with
all Hours of Service completed with any Employer, as defined in Section 2.11, or
any other member of the Employer's Controlled Group. Service with an entity (all
or a portion of which is acquired by, merges with or becomes an Employer or a
member of its Controlled Group) for any period prior to the date of the
acquisition, merger or affiliation will be taken into account under this Plan as
Hours of Service with the Employer only if, to the extent and for the purposes,
specified on an exhibit to the Plan.

     Section 2.36 Year of Service for Participation shall mean a Year of Service
determined on the basis of an eligibility computation period as defined in
Section 3.2 and shall include all Years of Service prior to the original
effective date of this Plan.

     Section 2.37 Year of Service for Vesting shall mean a Year of Service
determined on the basis of the vesting computation period as defined in Section
6.5, and shall include all Years of Service prior to the original effective date
of this Plan.


                                       8

<PAGE>

                  ARTICLE III - ELIGIBILITY AND PARTICIPATION

     Section 3.1 Eligibility for Participation

          (a) Except for any leased Employee or any Employee who is covered by a
     collective bargaining agreement which does not provide for inclusion in
     this Plan, an Employee shall become a Participant in this Plan as of the
     first day of May or November next following the date on which the Employee
     has completed a Year of Service for Participation.

          (b) An Employee shall become a Participant only if he is an Employee
     on the date on which he would otherwise be entitled to commence
     participation.

          (c) Notwithstanding the foregoing, it is the intention of the Employer
     that this Plan in operation shall satisfy the nondiscrimination coverage
     requirements of Code Section 4 10(b).

     Section 3.2 Eligibility Computation Periods. The initial eligibility
computation period shall coincide with an Employee's first Employment Year. If
an Employee does not complete a Year of Service during such period, then
subsequent eligibility computation periods shall be Plan Years beginning with
the Plan Year which includes the last day of the Employee's first Employment
Year.

     Section 3.3 Participation Upon Reemployment

          (a) A Participant or former Participant who returns to the employment
     of the Employer after a termination of employment may resume participation
     on the Participant's reemployment commencement date (the date on which the
     Employee is first credited with an Hour of Service upon reemployment).

          (b) An Employee whose employment terminates prior to becoming a
     Participant, who is subsequently reemployed by an Employer, and who on the
     reemployment commencement date has satisfied the eligibility requirements
     of Section 3.1, shall begin participation on the reemployment commencement
     date.

          (c) Any other Employee whose employment terminates prior to becoming a
     Participant, shall enter the Plan in accordance with the provisions of
     Section 3.1 hereof.

          (d) For purposes of this Section 3.3, the Plan shall take into account
     all of an Employee's Years of Service for Participation.

     Section 3.4 Participation After Normal Retirement Age. Any Participant who
remains in the employ of the Employer after Normal Retirement Age shall continue
as a Participant and shall be entitled to share in the Employer contributions,
if any, pursuant to Article IV until such time as such Participant terminates
employment with the Employer.

     Section 3.5 Collective Bargaining Agreement. An Employee who is excluded
from


                                       9

<PAGE>

participation in the Plan under Section 3.1 solely by reason of being covered by
a collective bargaining agreement which does not provide for inclusion in this
Plan shall be eligible to commence participation in the Plan as of the date such
Employee is no longer covered by such a collective bargaining agreement. A
Participant who becomes covered by a collective bargaining agreement which does
not provide for inclusion in this Plan will not be eligible to share in and will
not receive Employer contributions or allocations of Forfeitures for the Plan
Years during which he is covered for the entire Plan Year by such a collective
bargaining agreement. A Participant who is covered by such a collective
bargaining agreement for part of a Plan Year and is otherwise eligible to share
in Employer contributions under Section 4.3 will be eligible to share in
Employer contributions or allocations of Forfeitures for such Plan Year, but
only with respect to Compensation received while the Participant was not covered
by such a collective bargaining agreement.

     Section 3.6 Participation Upon Return To Eligible Class

          (a) In the event a Participant becomes ineligible to participate in
     the Plan solely by reason of moving from an eligible class of Employees to
     an ineligible class of Employees as prescribed under Section 3.1, such
     Employee shall resume participation immediately upon returning to an
     eligible class of Employees.

          (b) However, if such Employee, as described in (a) above, incurs a
     Break in Service, participation shall resume pursuant to the Break in
     Service rules under Section 3.3.

          (c) In the event an Employee who would previously have become a
     Participant had he been a member of an eligible class of Employees becomes
     a member of an eligible class, such Employee will begin participation in
     the Plan immediately upon becoming a member of an eligible class.

     Section 3.7 Employee Leasing. Except as provided in Section 2.10 and
Section 3.1 of the Plan, a leased employee, within the meaning of Code Section
414(n) or 414(o), shall be treated as an Employee of the Employer for purposes
of this Plan. Furthermore, any contributions or benefits provided to a leased
employee by the leasing organization which are attributable to services provided
by such leased employee to the Employer or member of the Employer's Controlled
Group shall be treated as contributions and benefits provided by the Employer.

     Section 3.8 Classification. The classification of an individual as an
Employee (or a leased Employee) for all purposes under the Plan, including the
designation of an Employee as eligible to participate, is determined solely by
the Employer and will not be modified by any subsequent classification or
reclassification made by a judicial or administrative determination.


                                       10

<PAGE>

                           ARTICLE IV - CONTRIBUTIONS

     Section 4.1 Employer Contributions. With respect to each Plan Year, the
Employer shall contribute an amount or amounts, if any, as the Board of
Directors of the Employer shall determine in its absolute discretion.

     The amount contributed by the Employer shall not exceed the maximum amount
deductible by it for federal income tax purposes under section 404(a) of the
Code.

     Section 4.2 Time of Payment and Form of Contribution. The Employer
contributions, if any, shall be paid to the Trustee either in cash or Employer
Stock as the Board of Directors may from time to time determine. In determining
the amount of the Employer contributions, shares of Employer Stock will be
valued at their then Fair Market Value Per Share. The Employer contributions
shall be paid to the Trustee on or before the due date for filing its federal
income tax return including extensions, for the fiscal year of the Employer with
respect to which the contributions were made.

     Section 4.3 Allocation of Employer Contribution

          (a) If at the time of such Employer contribution, principal and
     interest is unpaid on any Acquisition Loan and is then due, so much of the
     Employer contribution as is required shall be applied to the payment of
     interest or principal on the Acquisition Loan which is then due and
     Financed Shares shall be released in accordance with Section 4.3(c).

          (b) The Employer contributions with respect to a Plan Year along with
     all Forfeitures for such Plan Year or Financed Shares released from the
     Loan Suspense Account under Section 4.3(c) shall be allocated by the Plan
     Administrator to the Accounts of eligible Participants as of the last day
     of the Plan Year in the same proportion that the Compensation of each
     Participant for the Plan Year bears to the Compensation of all Participants
     for such Plan Year.

               (1)  No allocation of the Employer's contribution for a Plan Year
                    shall be made to a Participant unless such Participant is
                    credited with 1,000 Hours of Service during the Plan Year
                    and is in the employ of the Employer on the last day of the
                    Plan Year.

               (2)  Notwithstanding clause (1), any Participant who is not in
                    the employ of the Employer on the last day of the Plan Year
                    due to retirement on or after his Normal Retirement Age,
                    death or Disability, shall nonetheless receive an allocation
                    of the Employer's contribution for such Plan Year. Such
                    allocation shall be made on the basis of actual Compensation
                    received during such Plan Year.

          (c) Financed Shares acquired with the proceeds of an Acquisition Loan
     under Section 4.3 of the Trust shall be added to and maintained in a Loan
     Suspense Account. As the Employer makes contributions to the Plan for a
     Plan Year and the Trustee makes payments of principal and interest on the
     Acquisition Loan, such Financed Shares shall


                                       11

<PAGE>

     be released from the Loan Suspense Account and allocated as of the last day
     of the Plan Year for which the contribution was made to the Accounts of the
     Participants in the manner provided in paragraph (b) above. The number of
     Financed Shares to be released from the Loan Suspense Account for each Plan
     Year shall be equal to the number of Financed Shares held in the Loan
     Suspense Account immediately before the release for the current Plan Year
     multiplied by a fraction, the numerator of which is the amount of principal
     and interest paid for the Plan Year and the denominator of which is the sum
     of the numerator plus the principal and interest to be paid in all future
     years of the Acquisition Loan repayment period.

               (1)  If the interest rate under the Acquisition Loan is variable,
                    then the interest to be paid in future years shall be
                    determined by using the interest rate in effect as of the
                    end of the Plan Year.

               (2)  At the direction of the Plan Administrator, the Trustee can
                    agree to provide for the release of Financed Shares from the
                    Loan Suspense Account based solely on the principal (rather
                    than principal and interest) to be paid on the Acquisition
                    Loan provided, however, that such Acquisition Loan
                    (including any renewal, extension or refinancing) must
                    provide for principal payments at a cumulative rate that is
                    not less rapid at any time than level annual payments of
                    such amounts for ten (10) years.

               (3)  If payments on the Acquisition Loan are made more frequently
                    than annually, Financed Shares shall be released from the
                    Loan Suspense Account as payments are made, however, such
                    shares shall be treated as an Advance Employer Contribution
                    and shall only be allocated to Participant Accounts as of
                    the end of the Plan Year.

          (d) If Financed Shares acquired with the proceeds of an Acquisition
     Loan are sold before being released from the Loan Suspense Account, the
     proceeds from such sale shall be applied to the payment of principal and
     interest on the Acquisition Loan or may be deposited and retained in the
     Loan Suspense Account. Any sale proceeds remaining after payment of all
     principal and interest on the Acquisition Loan shall be treated as a
     general investment gain and allocated to the Accounts of Participants under
     Section 5.1.

          (e) If the Plan has acquired Employer Stock and the seller has
     properly elected to qualify for nonrecognition of gain on the sale of such
     securities under Code Section 1042, then, for the ten (10) year period
     beginning on the later of the date of the sale of such securities or the
     date of the Plan allocation attributable to the final payment of the
     Acquisition Loan incurred in connection with such sale, no portion of the
     assets of the Trust Fund attributable to (or allocable in lieu of) Employer
     Stock acquired from sellers electing to qualify for nonrecognition of gain
     on the sale of such securities under Code Section 1042 shall be allocated
     for the benefit of such seller, any person related to any such seller under
     Code Section 267(b) (except as excluded by Code Section 409(n)(3)(A)) or
     any other person who owns (after application of Code Section 318(a), but
     without regard to the employee trust exception in paragraph (2)(B)(i)),
     more than


                                       12

<PAGE>

     25% (by value) of the Employer or members of the Controlled Group (all
     within the meaning of Code Section 409(n)).

          (f) With respect to certain dividends used to make payments on an
     Acquisition Loan, the special allocation rules of Section 4.10 of this Plan
     shall apply.

          (g) If the Financed Shares acquired with the proceeds of an
     Acquisition Loan are sold or redeemed prior to being released from the Loan
     Suspense Account and the Acquisition Loan is not prepaid, then the sale or
     redemption proceeds, or investments acquired with such proceeds, shall
     continue to be held in the Loan Suspense Account as collateral for the
     Acquisition Loan and shall continue to be subject to the release
     requirements of Section 4.3(c). Any proceeds remaining after repayment of
     the Acquisition Loan shall be treated as a general investment gain and
     allocated to the Accounts of Participants under Section 5.1.

     Section 4.4 Allocation of Forfeitures. Forfeitures shall, as of the last
day of each Plan Year, be allocated among the Accounts of all Participants as a
part of and on the same basis as the Employer contribution is allocated among
such Participants pursuant to Section 4.3. No portion of Employer Stock shall be
forfeited until any other assets allocated to a Participant's Account are first
forfeited.

     Section 4.5 Advance Employer Contributions. In the event that a part or all
of an Employer's contribution for a Plan Year is paid before the last day of a
Plan Year, such advance contribution shall be held by the Trustee as a separate
fund, and along with the net income and any change in value of such separate
fund, allocated among the Accounts of the Participants as of the last day of the
Plan Year pursuant to Section 4.3. In the event that the Plan is terminated
before the last day of the Plan Year, any advance contributions determined to be
nondeductible within the meaning of Code Section 4972, including any amount
treated as an advance contribution under Section 4.6, shall be returned to the
Employer.

     Section 4.6 Limitations on Allocations

          (a) No Annual Addition shall be allocated to the Account of any
     Participant with respect to any Limitation Year which exceeds the lesser
     of:

               (1)  Twenty-five percent (25%) of the Participant's Section 415
                    Compensation for such Limitation Year, or

               (2)  Thirty Thousand Dollars ($30,000.00), (or such larger amount
                    as announced by the Secretary of the Treasury with respect
                    to such Limitation Year to reflect cost-of-living
                    adjustments).

          (b) For purposes of this Section, Annual Addition means the sum of:

               (1)  All Employer contributions allocable to the Participant for
                    a Limitation Year under this Plan and under all other
                    defined contribution plans maintained by the


                                       13

<PAGE>

                    Employer or any member of the Controlled Group;

               (2)  All Employee contributions to such plans allocable to the
                    Participant for a Limitation Year;

               (3)  Forfeitures (based upon the Fair Market Value Per Share of
                    Employer Stock as of the end of the Plan Year) allocable to
                    the Participant under such plans;

               (4)  Amounts allocated to an individual medical account, as
                    defined in Code Section 415(1)(1), which is part of a
                    defined benefit or annuity plan maintained by the Employer
                    or a Controlled Group member; and

               (5)  Amounts allocated, after December 31, 1985, to a separate
                    account of a "key employee" attributable to post-retirement
                    medical benefits to the extent required under Code Section
                    419A(d)(1).

          (c) For any Plan Year in which any Employer contributions are applied
     by the Trustee (not later than the due date, including extensions, for
     filing the Employer's federal income tax return for that Plan Year) to pay
     principal or interest on an Acquisition Loan and not more than one-third
     (1/3) of the Employer contributions are allocated to Highly Compensated
     Employees, Annual Additions shall not include any Financed Shares which are
     allocated as Forfeitures or Employer contributions used to pay interest on
     an Acquisition Loan. The Trustee may reallocate such Employer contributions
     in order to satisfy this special limitation.

          (d) The limitation contained in Section 4.6(a) shall be determined by
     aggregating the contributions made by the Employer to all defined
     contribution plans maintained by it or any members of the Controlled Group
     for such Limitation Year.

          (e) In the event that the Annual Addition with respect to any
     Participant under all defined contribution plans and welfare benefit funds
     of the Employer for any Limitation Year exceeds the limitation contained in
     this Section, the excess Annual Addition shall be attributable first to the
     Employer's Retirement Savings Plan and the Employer shall take such steps
     with respect to this Plan as may be required so that no excess Annual
     Addition is made.

          (f) To the extent the Annual Addition with respect to any Participant
     exceeds the limitation contained in Section 4.6(a) after application of the
     preceding paragraphs and on account of a reasonable error in estimating a
     Participant's annual compensation, as the result of the allocation of
     Forfeitures, or under other circumstances to which Treas. Reg. Sec.
     1.415-6(b)(6) is applicable, then, to the extent necessary to prevent such
     excess, the Plan Administrator shall, in the following order:

               (1)  reallocate pursuant to Section 4.4, a portion of any
                    Forfeitures in an amount equal to any remaining excess,
                    after first subtracting from both the numerator and the
                    denominator of the reallocation formula an amount equal to
                    the Compensation


                                       14

<PAGE>

                    with respect to any such Participant, and

               (2)  reallocate pursuant to Section 4.3, a portion of the
                    Employer contribution in an amount equal to any remaining
                    excess, after first subtracting from both the numerator and
                    the denominator of the reallocation formula an amount equal
                    to the Compensation with respect to any such Participant,
                    and

               (3)  deposit any remaining excess amount in a suspense account
                    and treat such amount as an Advance Employer Contribution
                    for the succeeding Plan Year in accordance with Section 4.5
                    hereof.

     Section 4.7 No Contributions by Participants. Employee contributions are
neither required nor permitted under this Plan.

     Section 4.8 Make-Up Contributions for Omitted Participants. If, after the
Employer's annual contribution for a Plan Year has been made and allocated it
should appear that, through oversight or a mistake of fact or law, a Participant
(or an Employee who should have been considered a Participant) who should have
been entitled to share in such contribution received no allocation or received
an allocation which was less than he should have received, the Employer may, at
its election, and in lieu of reallocating such contribution, make a special
make-up contribution for the Account of such Participant in an amount adequate
to provide for him the same percentage of his Compensation for such Plan Year as
was allocated to the Accounts of other Participants for such omitted Plan Year
and earnings attributable thereto.

     Section 4.9 Exclusive Benefit; Refund of Employer Contribution

          (a) Exclusive Benefit. All contributions made by the Employer are made
     for the exclusive benefit of the Participants and their Beneficiaries, and
     such contributions shall not be used or diverted to purposes other than for
     the exclusive benefit of the Participants and their Beneficiaries.

          (b) Refund. Notwithstanding the foregoing, amounts contributed to the
     Trust by the Employer may be refunded to the Employer only under the
     following circumstances:

               (1)  Disallowance of Deduction. To the extent that an income tax
                    deduction is disallowed for the contribution made by the
                    Employer, the Trustee shall immediately refund to the
                    Employer the amount so disallowed upon presentation, within
                    one (1) year of the date of such disallowance, of evidence
                    thereof and a demand by the Employer for such refund.

               (2)  Denial of Qualified Status. If it is determined that the
                    Plan does not initially constitute a qualified plan, there
                    shall be returned to the Employer, upon demand, any
                    contribution made by the Employer with respect to any Plan
                    year in which qualified status is denied, provided that
                    demand is made by the Employer and refund is made by the
                    Trustee within one (1) year of the date of denial of


                                       15

<PAGE>

                    qualification of the Plan.

               (3)  Mistake of Fact. In the case of a contribution which is made
                    in whole or in part by reason of a mistake of fact, so much
                    of such contribution as is attributable to the mistake of
                    fact shall be returned to the Employer on demand. The
                    Employer shall present evidence of the mistake of fact to
                    the Trustee as well as calculations as to the impact of such
                    mistake. Demand and repayment must be effectuated within one
                    (1) year after the payment of the contribution to which the
                    mistake applies.

          (c) Accounting. In the event that any refund is paid to the Employer
     hereunder, such refund shall be made without interest and shall be
     apportioned among the Accounts of the Participants as an investment loss
     except to the extent that the amount of the refund can be attributed to one
     or more specific Participants (such as in the case of mistakes of fact,
     disallowances of compensation resulting in reduction of deductible
     contribution) in which case the amount of the refund attributable to each
     Participant's Account shall be debited directly against such Account.

          (d) Limitations on Refund. Notwithstanding any other provision of this
     Section, no refund shall be made to the Employer which is specifically
     chargeable to the Account of any Participant in excess of 100% of the
     amount of such Account which is derived from the Employer's contributions,
     nor shall a refund be made by the Trustee of any funds, otherwise subject
     to refund hereunder, which have been distributed to Participants and/or
     Beneficiaries. In the case that such distributions become refundable, the
     Employer shall have a claim directly against the distributees to the extent
     of the refund to which it is entitled. All refunds pursuant to this Section
     shall be limited in amount, circumstances and timing to the provisions of
     Section 403(c) of ERISA.

     Section 4.10 Dividends

          (a) Any cash dividends received by the Trustee on Employer Stock
     allocated to the Accounts of Participants (or former Participants or
     Beneficiaries) may be:

               (1)  retained in the Participants' applicable Accounts;

               (2)  used to make payments on an Acquisition Loan the proceeds of
                    which were used to acquire the Employer Stock with respect
                    to which the dividend is paid; or

               (3)  paid to such Participants, former Participants or
                    Beneficiaries; (in a nondiscriminatory manner) at the sole
                    discretion of the Employer. Any current payment in cash to
                    the Participants, former Participants or Beneficiaries must
                    be made within 90 days of the end of the Plan Year in which
                    the dividends are received by the Trustee. The Employer may
                    elect to pay any cash dividend directly to the Participants
                    or Beneficiaries. Any such payment of cash dividend on
                    shares of Employer Stock shall be accounted for as if the
                    Participant or Beneficiary receiving such dividends was the
                    direct owner of such shares of Employer Stock and such
                    payment shall not be treated as a distribution under the
                    Plan.


                                       16

<PAGE>

          (b) In the event a dividend is used to make payments on an Acquisition
     Loan, the proceeds of which were used to acquire the Employer Stock with
     respect to which the dividend was paid, then Employer Stock with a Fair
     Market Value of not less than the amount of such dividend shall be
     allocated to the Account of a Participant to which such dividend would have
     been allocated. Allocation of such Employer Stock shall be made in
     accordance with the following:

               (i)  A portion (or all) of the Employer Stock released from the
                    Loan Suspense Account pursuant to Section 4.3(c) as a result
                    of the use of the cash dividend on Employer Stock (whether
                    allocated or unallocated) to pay principal on the
                    Acquisition Loan shall first be allocated in accordance with
                    this Section 4.10(b)(i). That portion of the released
                    Financed Shares having a Fair Market Value per Share equal
                    to the dividends paid on shares of Employer Stock which have
                    been allocated to Participants' Accounts on or before the
                    date such dividends are paid, shall be allocated to each
                    Account pro rata based on the amount of the dividends
                    attributable to Employer Stock held in such Account. If the
                    dividends paid on allocated Employer Stock exceeds the fair
                    market value of the Financed Shares released in accordance
                    with Section 4.3(c), then the Sponsor shall contribute to
                    the Plan such additional amounts of Employer Stock to the
                    Trust necessary to cause the Fair Market Value of the total
                    amount of Employer Stock allocated under this Section
                    4.10(b)(i) to equal the value of the cash dividends
                    attributable to the Employer Stock held in Participant
                    Accounts.

               (ii) If there remains any released and unallocated Financed
                    Shares after the allocation under Section 4.10(b)(i), above,
                    then such Employer Stock shall be allocated in the same
                    manner as an Employer Contribution under Section 4.3(b).


                                       17

<PAGE>

          ARTICLE V - DETERMINATION OF VALUE OF PARTICIPANT'S ACCOUNTS

          Section 5.1 Trust Fund and Allocation of Earnings. The Trustee shall
     maintain or cause to be maintained Accounts which shall accurately reflect,
     from time to time, the value of the interest of each Participant in the
     Trust Fund resulting from the contributions of the Employer allocated to
     each Participant. In this condition the Accounts shall reflect each
     Participant's share of interest, dividends, realized and unrealized losses
     and expenses (other than those to be borne by the Employer in accordance
     with this Plan), except that income from Employer Stock acquired with the
     proceeds of an Acquisition Loan and held in the Loan Suspense Account shall
     be used to repay such Loan. Such sum shall be determined as of the last day
     of each Plan Year and, after allocating the Employer contribution for such
     Plan Year, allocated as a credit or charge to the Account of each
     Participant in the same proportion that the balance of the Account of each
     Participant at the beginning of the Plan Year bears to the total of the
     balances of the Accounts of all Participants at the beginning of such Plan
     Year; provided, however, that distribution payments made during, but prior
     to the last day of, such Plan Year shall first be deducted from such
     balances.

          Section 5.2 Determination of Market Value. The Trustee shall, as
     provided in the Agreement and Declaration of Trust, ascertain and certify
     the fair market value of the Trust Fund as of the Valuation Date. Such
     valuation shall include the Employer's contribution with respect to such
     Plan Year. Similar valuations shall be made at such other times as
     necessary for the purpose of determining the value of a Participant's
     Account. In determining the fair market value of the Fund, the Trustee
     shall use the Fair Market Value Per Share of the Employer Stock as
     determined by the Board of Directors.

          Section 5.3 Diversification of Investments

               (a) Each Participant who has attained age 55 and completed ten
          (10) full years of participation under the Plan shall be permitted to
          direct the Plan Administrator as to the investment of 25 percent of
          the value of the Participant's Account balance but only to the extent
          such portion exceeds the amount to which a prior election under this
          Section 5.3 applied. Such direction shall be permitted within 90 days
          after the last day of each Plan Year during the Participant's
          Qualified Election Period. Within 90 days after the close of the last
          Plan Year in the Participant's Qualified Election Period, a
          Participant may direct the Plan Administrator as to the investment of
          50 percent of the value of his Account balance. Such direction as to
          the investment of the Participant's Account balance shall constitute a
          request to distribute that portion of the Participant's Account
          covered by the election.

               (b) A Participant's Qualified Election Period shall be the sixth
          Plan Year period beginning on the later of (i) the Plan Year in which
          the Participant attains age 55; or (ii) the Plan Year in which the
          Participant first becomes qualified under subparagraph (a) above.

               (c) The Participant's direction shall be provided to the Plan
          Administrator in writing and shall be effective no later than 180 days
          after the close of the Plan Year to


                                       18

<PAGE>

          which the direction applies to the Participant.

               (d) This Section 5.3 shall apply to all Employer Stock, whenever
          acquired under the Trust.



                                       19

<PAGE>

     ARTICLE VI - RETIREMENT AND OTHER TERMINATION OF PARTICIPATION VESTING

     Section 6.1 Full Vesting: Retirement, Death or Disability

     A Participant shall be one hundred percent (100%) vested in the portion of
his Account attributable to Employer Contributions upon the earliest occurrence
of any of the following events occurring while an Employee:

          (a) Attaining Normal Retirement Age;

          (b) Death; or

          (c) Total and Permanent Disability. For this purpose, Total and
     Permanent Disability shall mean a physical or mental condition which
     totally and permanently prevents a Participant from rendering further
     service in a job classification that is satisfactory to the Employer. Total
     and Permanent Disability shall be established by a medical opinion rendered
     by a doctor approved by the Plan Administrator.

     Section 6.2 Other Termination of Employment: Participant's Vested
Percentage. A Participant who terminates employment with the Employer and with
all members of the Employer's Controlled Group, prior to attaining Normal
Retirement Age (other than by reason of Total and Permanent Disability or
death), shall have his interest in his Account determined in accordance with the
following schedule:

              Years of Service           Vested Percentage
              ----------------           -----------------

          Fewer than three years                 None
          3 years but fewer than 4                20%
          4 years but fewer than 5                40%
          5 years but fewer than 6                60%
          6 years but fewer than 7                80%
          7 years or more                        100%

     No amendment shall be made to modify this vesting schedule unless any
participant with at least three years of Vesting Service may elect to have his
nonforfeitable percentage computed under the Plan without regard to such
amendment.

     Section 6.3 Vesting Upon Termination of the Plan. A Participant shall
become 100 percent vested in that portion of his Account attributable to
Employer contributions upon termination of the Plan pursuant to Article XIV.

     Section 6.4 Forfeiture of Nonvested Benefit.

          (a) A Forfeiture of a Participant's nonvested benefit shall occur
     under the Plan as of the last day of the Plan Year in which occurs the
     fifth consecutive Break in


                                       20

<PAGE>

     Service for the Participant due to the termination of employment.

          (b) The nonvested portion of the Participant's Account will continue
     to be held in a subaccount until such amount is forfeited in accordance
     with Section 6.4(a). If the Participant resumes employment with the
     Employer or a member of the Employer's Controlled Group prior to incurring
     five consecutive Breaks in Service, the subaccount will be disregarded and
     its balance will be included in the Participant's Account balance. In the
     event a Participant received a distribution of the vested portion of his
     Account balance, then the Participant's vested interest in his Account
     balance following a resumption of employment in accordance with this
     Section 6.4(b) at any given time will not be less than the amount "X"
     determined by the formula: X = P(AB + (R x D)) - (R x D), where P is the
     Participant's vested percentage at the time of determination; AB is the
     Account balance at the time of determination; D is the amount of the
     distribution; and R is the ratio of the Account balance at the time of
     determination, to the balance immediately following the distribution.

          (c) A Participant who has incurred a Break in Service and who resumes
     participation as described in Section 3.3 hereof shall forfeit the amount
     of any contribution made on his behalf for the Plan Year which includes his
     date of reemployment if he terminates employment prior to the first
     anniversary of such date of reemployment.

     Section 6.5 Vesting Computation Period. For purposes of determining vesting
under this Article VI, the computation period shall be the Plan Year.

     Section 6.6 Years of Service. A Participant shall be credited with all
Years of Service except the following:

          (a) Years of Service prior to the Participant incurring five
     consecutive Breaks in Service unless:

               (1)  at the time of the Breaks in Service the Participant was
                    vested under Section 6.2; or

               (2)  for nonvested Participants, the aggregate number of Years of
                    Service prior to the consecutive Breaks in Service exceeds
                    the number of consecutive Breaks in Service; and

          (b) Years of Service after five consecutive Breaks in Service shall
     not be taken into account for purposes of determining a Participant's
     vested percentage in his Account prior to the consecutive Breaks in
     Service. Any years prior to the five consecutive Breaks in Service shall
     not be counted until the Participant completes a Year of Service after his
     date of reemployment.

     Section 6.7 Forfeiture Due to Discharge of Employment for Cause

          (a) Notwithstanding anything herein to the contrary, in the event a
     Participant


                                       21

<PAGE>

     terminates employment with the Employer prior to his completion of seven
     (7) Years of Service for Employee misconduct, such Participant shall have
     his vested interest in his Account, determined in accordance with the
     following schedule:

                   Years of Service         Vested Percentage
                   ----------------         -----------------

                  Fewer than 5 years                 0%
                  5 years or more                   100%

          (b) For purposes of this Section, Employee misconduct is any
     misdemeanor, felony or any other act evidencing fraud or dishonesty on the
     part of the Employee. Any portion of a Participant's Account forfeited for
     cause shall be available for reallocation to the Accounts of the remaining
     Participants pursuant to Section 4.4 as of the close of the Plan Year in
     which such Forfeiture occurs.

          (c) This Section 6.7 shall not apply to a Participant if (i) such
     Participant has attained Normal Retirement Age; (ii) the Top-Heavy Plan
     vesting provisions of Section 9.5 of this Plan apply to such Participant;
     (iii) the Plan has been totally or partially terminated; or (iv) there has
     been a complete discontinuance of contributions under the Plan.


                                       22

<PAGE>

                          ARTICLE VII - DISTRIBUTIONS

     Section 7.1 Time of Distribution

          (a) Normal Time for Distribution. Upon a Participant's termination of
     employment and upon the direction of the Plan Administrator, the Trustee
     shall, after the value of the Participant's Account has been determined in
     accordance with Article V, make or commence distribution of such Account.
     Upon the request of a Participant, or if applicable, his Beneficiary,
     distribution of a Participant's Account shall be commenced as soon as
     practicable following the end of the Plan Year as follows:

               (1)  If the Participant separates from service by reason of the
                    attainment of Normal Retirement Age, death, or disability,
                    the distribution of the Participant's Account balance will
                    begin not later than one year after the end of the Plan Year
                    in which such event occurs.

               (2)  If the Participant separates from service for any reason
                    other than those enumerated in subparagraph (1) above, and
                    is not reemployed by the Employer at the end of the fifth
                    Plan Year following the Plan Year of such separation from
                    service, distribution of the Participant's Account balance
                    will begin not later than one year after the end of the
                    fifth Plan Year following the Plan Year in which the
                    Participant separated from service.

               (3)  If any portion of a Participant's Account balance includes
                    Employer Stock which was acquired with the proceeds of an
                    Acquisition Loan that has not been repaid in full, then
                    distribution of such Employer Stock under subparagraph (2)
                    shall commence no later than the close of the Plan Year in
                    which the Acquisition Loan is fully repaid, provided,
                    however, that if such Employer Stock was originally acquired
                    with the proceeds of that original Acquisition Loan dated
                    June 25, 1990, with a final maturity date of June 15, 2000,
                    then such Acquisition Loan, or any loan to refinance such
                    Acquisition Loan shall for purposes of this subparagraph (3)
                    be treated as repaid in full no later than June 15, 2000.

          (b) Consent to Distribution Prior to Normal Retirement Age.

               (1)  If the value of the Participant's vested Account balance is
                    greater than $5,000, and the Account balance is immediately
                    distributable, the Plan Administrator shall authorize the
                    distribution of such vested portion of the Participant's
                    Account balance only with the written consent of the
                    Participant. (In the event of the Participant's death, the
                    Participant's surviving spouse, if a Beneficiary, must
                    consent in writing to such distribution.) Such consent shall
                    be obtained in writing within ninety (90) days prior to the
                    distribution starting date. For purposes of this section, an
                    Account balance is "immediately distributable" if any part
                    of the Account balance may be distributed to the Participant
                    (or surviving spouse) before the Participant attains or
                    would have attained the later of Normal Retirement Age or
                    age 62; and a Participant's `distribution starting date" is
                    the first day of the first period for which an amount is
                    paid as an annuity or any other


                                       23

<PAGE>

                    form.

               (2)  If a Participant terminates his employment with the Employer
                    and the value of his vested Account balance is not greater
                    than $5,000, the Plan Administrator shall direct the
                    distribution of such vested Account balance in a lump sum
                    without the Participant's consent.

          (c) Required Distributions at Age 70 1/2. Distribution of Account
     balances must be made or commenced to the Participant not later than the
     Participant's required commencement date as described below:

               (1)  If a Participant is a five-percent (5%) owner of the
                    Employer (as defined in Code Section 416(i)), at any time
                    during the five (5) Plan Years ending in the Plan Year in
                    which the Employee attains age 70 1/2, distribution of
                    benefits must commence not later than the April 1 following
                    the later of the close of the calendar year in which such
                    Participant attained age 70 1/2regardless of whether such
                    Participant has terminated employment at such time, or the
                    earlier of the calendar year with or within which ends the
                    Plan Year in which the Participant becomes a five percent
                    (5%) owner, or the calendar year in which the Participant
                    retires.

               (2)  Distributions to Participants who were not five percent (5%)
                    owners (as defined in Code Section 416(i)) must be commenced
                    by the later of April 1 of the calendar year following the
                    calendar year in which the Participant attains age 70 1/2,
                    or the calendar year in which the Participant terminates
                    employment.

               (3)  Once distributions have begun to a 5-percent owner, they
                    must continue to be distributed even if the Participant
                    ceases to be a five percent (5%) owner in a subsequent year.

               (4)  If distributions are required to be commenced under this
                    Section 7.1(c) and the Participant has not elected
                    otherwise, the Plan Administrator shall direct the
                    distribution of the Participant's entire Account balance in
                    the form of installments in substantially equal amounts on a
                    monthly, quarterly, semi-annual or annual basis, for a
                    period not extending beyond either the Participant's life
                    expectancy or the life expectancy of the Participant and his
                    or her Beneficiary, and, if the Beneficiary is not the
                    Participant's spouse, the period over which such payments
                    will be made will be determined by reference to the
                    applicable table of joint life expectancies set forth in
                    Treas. Reg. Sec. 1.401(a)(9)-2. Prior to commencement of the
                    installments, the Participant may elect whether the life
                    expectancies for the Participant and his or her spouse are
                    to be recalculated on an annual basis for purposes of
                    determining the amount of each installment payment
                    hereunder. If no such election is made, the life
                    expectancies of the Participant and his or her spouse will
                    not be recalculated.

          (d) Requested Distribution Upon Retirement. Except as limited by
     Section 7.1(a) and in the absence of a request for distribution or written
     direction to defer distribution, the Plan Administrator shall direct the
     Trustee to make or commence


                                       24

<PAGE>

     distribution on or before the 60th day following the end of the Plan Year
     in which occurs the latest of the following events:

               (1)  the date on which the Participant attains Normal Retirement
                    Age; or

               (2)  the date on which the Participant terminates his employment
                    with the Employer.

     Section 7.2 Manner of Distribution

          (a) The Plan Administrator, pursuant to any election made by a
     Participant (or Beneficiary), shall direct the Trustee to make distribution
     of the Participant's Account to him or to his Beneficiary or Beneficiaries,
     as the case may be, in one or more of the following methods:

               (1)  In one (1) lump sum; or

               (2)  In periodic payments of substantially equal amounts, payable
                    not less frequently than annually for a period not extending
                    beyond the life expectancy of the Participant or the joint
                    life expectancies of the Participant and a Designated
                    Beneficiary. (Designated Beneficiary shall mean any
                    individual designated as a Beneficiary by a Participant.)

          (b) With respect to installment distributions and unless a longer
     period is requested by the Participant or his Beneficiary, the Plan
     Administrator shall direct the Trustee to distribute to a Participant or
     his Beneficiary, Employer Stock in substantially equal monthly, quarterly,
     semiannual, or annual installments over a period of not longer than five
     (5) years. In the case of a Participant with an Account balance in the Plan
     in excess of $500,000, the five (5) year period shall be extended one (1)
     additional year (but not more than five (5) additional years) for each
     $100,000 or fraction thereof by which such balance exceeds $500,000. The
     foregoing dollar limits shall be adjusted to reflect cost of living
     increases as announced by the Secretary of Treasury.

          (c) In no event shall the amount paid to the Participant and his
     Designated Beneficiary exceed the amount of his Account.

          (d) Periodic distributions to a Participant who has attained age 70
     1/2, must equal or exceed an amount determined in accordance with the rules
     provided in Prop. Treas. Reg.ss.1.401(a)(9)-1, whether in proposed or final
     form.

     Section 7.3 Form of Distribution

          (a) Distribution of a Participant's Account shall be made in whole
     shares of Employer Stock valued at their Fair Market Value Per Share as of
     the date set forth in Section 5.2, cash, or a combination of both. Balances
     representing fractional shares will be distributed in cash. In the event
     Employer Stock is not available for distribution on the date a distribution
     is due hereunder, the Trustee shall hold such amount until Employer Stock
     is acquired. Notwithstanding the preceding, the Plan Administrator may


                                       25

<PAGE>

     distribute the amount of the Participant's Account in cash, provided that,
     in such case, the Participant shall have the right to demand in writing
     that such distribution be in the form of Employer Stock.

          (b) If the articles or bylaws of the Employer restrict ownership of
     substantially all shares of Employer Stock to Employees and the Trust, the
     distribution of a Participant's Account may be made entirely in cash
     without granting the Participant the right to demand distribution in shares
     of Employer Stock.

     Section 7.4 Required Distribution After Death. If a Participant dies prior
to distribution of his entire vested Account balance, then distribution thereof
after the death of the Participant must be made no later than and in accordance
with the following:

          (a) If, prior to the death of the Participant, the distribution has
     commenced, the remaining portion of the Account balance shall be
     distributed at least as rapidly as under the method of distribution being
     used as of the date of death.

          (b) If, prior to the death of the Participant, the distribution has
     not commenced, the entire Account balance of the Participant must be
     distributed by December 31 of the fifth calendar year after the death of
     the Participant, except as provided in subparagraph (c), below.

          (c) Restrictions of subparagraph (b) shall not apply to any portion of
     a Participant's Account balance which is payable to or for the benefit of a
     designated Beneficiary if:

               (1)  Such a portion will be distributed over the life of such
                    designated Beneficiary or over a period certain not
                    extending beyond the Beneficiary's life expectancy, and the
                    distribution commences on or before December 31 of the
                    calendar year immediately following the calendar year of the
                    date of the Participant's death; or

               (2)  If the Beneficiary is the spouse of the Participant,
                    distributions are not required to begin earlier than the
                    later of (i) December 31 of the calendar year immediately
                    following the calendar year in which the Participant died,
                    or (ii) December 31 of the calendar year in which the
                    Participant would have attained age 70 1/2.

          (d) If the surviving spouse dies before the distributions to such
     spouse begin, then the 5-year distribution requirement of subparagraph (b)
     shall apply as if the spouse were the Participant.

     Section 7.5 Put Option

          (a) Subject to Section 7.5(f), Employer Stock distributed pursuant to
     Section 8.3 hereof, shall be subject to a Put Option for two separate
     periods of time permitting the


                                       26

<PAGE>

     Participant, his donees or beneficiaries to sell such stock to the
     Employer. The first option period shall be a period of sixty days
     commencing on the date the stock subject to the option is distributed. The
     second option period shall be a period of sixty days beginning on the date
     a Participant is notified of the Fair Market Value Per Share in the next
     Plan Year. The Participant shall be given written notice of the new Fair
     Market Value Per Share and of his option to have the Employer repurchase
     his stock at the new Fair Market Value Per Share.

          (b) The selling price of Employer Stock sold pursuant to such Put
     Option shall be the Fair Market Value as of the last valuation under
     Section 5.2.

          (c) If the Employer Stock was distributed to the Participant as part
     of a lump sum distribution, then payment of the purchase price under the
     Put Option may be deferred if the following conditions are satisfied:

               (1)  The amount deferred is adequately secured;

               (2)  A reasonable rate of interest is charged on the unpaid
                    principal balance; and

               (3)  Periodic payments are made at least annually in
                    substantially equal installments over a period not to exceed
                    5 years from the date the Put Option is exercised, provided,
                    the first such installment is paid within 30 days of said
                    exercise date.

     In all other events the Employer Stock shall be repurchased no later than
     30 days after the Participant exercises the Put Option.

          (d) In the event that the Employer Stock subject to the Put Option was
     purchased by the Trustee with the proceeds of an Acquisition Loan, the
     period specified in subparagraph (c)(3) above may be extended to a date no
     later than the earlier of 10 years from the date the Put Option is
     exercised or the date the Acquisition Loan used by the Trust to acquire the
     stock subject to the Put Option is entirely repaid.

          (e) Notwithstanding the preceding, the Trustee may, but shall not be
     required to, assume the rights and obligations of the Employer under the
     Put Option.

          (f) Section 7.5(a) shall not apply to Employer Stock that is or
     becomes readily tradeable on an established securities market within the
     meaning of Code Section 409(h).

     Section 7.6 Right of First Refusal

          (a) Subject to Section 7.6(f), if any Participant, his Beneficiary or
     any other person to whom shares of Employer Stock are distributed from the
     Plan (the "Selling Participant") shall, at any time, desire to sell some or
     all of such shares (the "Offered Shares") to a third party (the `Third
     Party"), the Selling Participant shall give written notice of such desire
     to the Employer and the Administrator, which notice shall contain the
     number of shares offered for sale, the proposed terms of the sale and the
     names and


                                       27

<PAGE>

     addresses of both the Selling Participant and Third Party. Both the Trust
     Fund and the Employer shall each have the right of first refusal for a
     period of fourteen (14) days from the date the Selling Participant gives
     such written notice to the Employer and the Administrator (such fourteen
     (14) day period to run concurrently against the Trust Fund and the
     Employer) to acquire the Offered Shares. As between the Trust Fund and the
     Employer, the Trust Fund shall have priority to acquire the shares pursuant
     to the right of first refusal. The selling price and terms shall be the
     same as offered by the Third Party.

          (b) If the Trust Fund and the Employer do not exercise their right of
     first refusal within the required fourteen (14) day period provided above,
     the Selling Participant shall have the right, at any time following the
     expiration of such fourteen (14) day period, to dispose of the Offered
     Shares to the Third Party; provided, however, that (i) no disposition shall
     be made to the Third Party on terms more favorable to the Third Party than
     those set forth in the written notice delivered by the Selling Participant
     above, and (ii) if such disposition shall not be made within thirty (30)
     days following the expiration of such fourteen (14) day period to a third
     party on the terms offered to the Employer and the Trust Fund, the offered
     Shares shall again be subject to the right of first refusal set forth
     above.

          (c) The closing pursuant to the exercise of the right of first refusal
     under Section 8.6(a) above shall take place at such place agreed upon
     between the Administrator and the Selling Participant, but not later than
     ten (10) days after the Employer or the Trust Fund shall have notified the
     Selling Participant of the exercise of the right of first refusal. At such
     closing, the Selling Participant shall deliver certificates representing
     the Offered Shares duly endorsed in blank for transfer, or with stock
     powers attached duly executed in blank with all required transfer tax
     stamps attached or provided for, and the Employer or the Trust Fund shall
     deliver the purchase price, or an appropriate portion thereof, to the
     Selling Participant.

          (d) Except as provided in this paragraph (d), no Employer Stock
     acquired with the proceeds of an Acquisition Loan shall be subject to a
     right of first refusal. Employer Stock, which is acquired with the proceeds
     of any Acquisition Loan which is distributed to a Participant or
     Beneficiary shall be subject to the right of first refusal, provided for in
     paragraph (a) of this Section only so long as the Employer Stock is not
     publicly traded. In addition, in the case of Employer Stock which was
     acquired with the proceeds of an Acquisition Loan, the selling price and
     other terms under the right must not be less favorable to the seller than
     the greater of the value of the security determined under Regulationss.
     54.4975-11(d)(5), or the purchase price and other terms offered by a buyer
     (other than the Employer or the Trust Fund), making a good faith offer to
     purchase the security. The right of first refusal must lapse no later than
     fourteen (14) days after the security holder gives notice to the holder of
     the right that an offer by a third party to purchase the security has been
     made. The right of first refusal shall comply with the provisions of
     paragraphs (a), (b) and (c) of this Section, except to the extent those
     provisions may conflict with the provisions of this paragraph.

          (e) Certificates for shares distributed pursuant to the Plan which are
     subject to


                                       28

<PAGE>

     Section 7.6(a) shall contain the following legend:

          "The shares represented by this certificate are transferable only upon
          compliance with the terms of the PATTERSON DENTAL COMPANY EMPLOYEE
          STOCK OWNERSHIP PLAN (the "Plan") effective as of May 1, 1989, which
          grants to Patterson Dental Company and the Plan a right of first
          refusal, a copy of said Plan being on file in the office of Patterson
          Dental Company."

          (f) Section 7.6(a) shall not apply to Employer Stock that is or
     becomes readily tradeable on an established securities market within the
     meaning of Code Section 409(h).

     Section 7.7 Distribution Prior to a Five Consecutive Breaks in Service;
Restoration of Forfeited Account

          (a) Conditions for Restoration. If a terminated Participant who
     incurred a Forfeiture under Section 6.4(b) is reemployed by the Employer
     prior to incurring five (5) consecutive one-year Breaks in Service and the
     reemployed Participant repays within five (5) years of his date of
     reemployment the amount of the distribution, if any, he received at his
     previous termination of employment, then the Plan Administrator shall
     restore the Participant's Account with the amount of the Forfeiture and the
     repaid amount.

          (b) Time and Method of Restoration. If the Participant has the right
     to make a repayment of his lump sum distribution under Section 7.7(a), then
     the Plan Administrator shall restore the Participant's Account as of the
     last day of the Plan Year in which the repayment is made. To restore the
     Participant's Account, the Plan Administrator, to the extent necessary,
     shall allocate to the Participant's Account first, the amount, if any of
     Participant Forfeitures for the Plan Year; second, the amount of any
     special Employer contribution made for the purpose of restoring a
     Participant's Account; and third, the amount, if any of the Trust Fund net
     income or gain for the Plan Year. To the extent the amounts available for
     restoration under the immediately preceding sentence are insufficient to
     make the required restoration, the Employer shall contribute, without
     regard to any requirement or condition of Sections 4.1 or 4.7, such
     additional amount as is necessary to enable the Plan Administrator to make
     the required restoration.

          (c) Segregated Account for Repaid Amount. Until the Plan Administrator
     restores the Participant's Account balance under Section 7.7(b), the
     Trustee shall invest the amount the Participant has repaid in a segregated
     account maintained solely for that Participant. Until commingled with the
     balance of the Trust Fund on the date the Plan Administrator restores the
     Participant's Account, the Participant's segregated account shall remain a
     part of the Trust, but it alone shall share in any income it earns and it
     alone shall bear any expense or loss it incurs. Unless the repayment
     qualifies as a Rollover contribution, the Plan Administrator shall direct
     the Trustee to repay to the Participant as soon as is administratively
     practicable, the full amount of the Participant's segregated account if the
     Plan Administrator determines that one or more of the conditions


                                       29

<PAGE>

     preventing repayment and restoration under Section 7.7(a) is applicable.

     Section 7.8 Reemployment After Distribution Has Been Made or Commenced. In
the event that a former Participant is reemployed by the Employer after
distribution to him has been made or commenced, the following rules shall apply:

          (a) Further distribution of his Account shall be suspended and the
     undistributed remainder shall continue to be held in the Trust Fund, it
     being the intent hereof that no distribution shall be made while a
     Participant is employed with the Employer.

          (b) Such former Participant shall again become a Participant in the
     Plan upon satisfaction of the requirements set forth in Section 3.3.

     Section 7.9 Designation of Beneficiaries

          (a) Each Participant may designate on forms to be furnished by the
     Plan Administrator, a Beneficiary or Beneficiaries to receive his Account
     in the event of his death and may change or revoke any such designation
     from time to time. No such designation, change or revocation shall be
     effective unless executed by the Participant and delivered to the Plan
     Administrator during the Participant's lifetime. In the event that a
     Participant shall have failed to designate a Beneficiary or Beneficiaries,
     or the Beneficiary or Beneficiaries, as the case may be, shall have failed
     to survive the Participant, the Participant's Account shall be payable to
     the first class of the following classes of Beneficiaries then surviving
     and, except in the case of his surviving issue, in equal shares if there
     are then more than one in each class:

               (1)  Participant's surviving spouse,

               (2)  Participant's surviving issue per stirpes and not per
                    capita,

               (3)  Participant's surviving parents,

               (4)  Participant's surviving brothers and sisters,

               (5)  Representatives of the Participant's estate.

     For this purpose, "per stirpes" means in equal shares among living children
     and the issue of deceased children, the latter taking by right of
     representation, and "issue" means all persons who are descended from the
     person referred to, either by legitimate birth or legal adoption.

          (b) If a Participant designates a Beneficiary other than such
     Participant's spouse to receive his Account in the event of his death, such
     designation shall not take effect unless:

               (1)  The Participant's spouse consents in writing to the
                    election, and such consent


                                       30

<PAGE>

                    acknowledges the effect of such election and is witnessed by
                    a Plan representative or a Notary Public; or

               (2)  It is established by the Participant in writing to the
                    satisfaction of the Plan Administrator that the consent
                    required under subparagraph (1) may not be obtained because
                    there is no spouse; because the spouse cannot be located; or
                    because of such other circumstances provided by regulations
                    issued under the Code.

     Any consent by a spouse (or establishment that the consent of a spouse may
     not be obtained) under subparagraph (2) above shall be effective only with
     respect to such spouse.

     Section 7.10 Minors and Persons Under Legal Disability. If any person to
whom a benefit is payable hereunder is a minor, or if the Plan Administrator
determines that any person to whom such benefit is payable is incompetent by
reason of physical or mental disability, the Trustee shall have power to cause
the payment becoming due to such person to be made to another for his benefit.
Any payment made pursuant to such power shall, as to such payment, operate as a
complete discharge of the Trustee, provided that due care is exercised in
selecting the recipient.

     Section 7.11 Interest of Persons Who Cannot Be Located. In the event that a
Participant or Beneficiary who has been determined to be entitled to a
distribution hereunder cannot be located by the Trustee after reasonable, good
faith effort, said funds shall be reallocated among the Participants as a
Forfeiture. Thereafter if the Participant or Beneficiary entitled to the vested
Account balance is located or claims the vested Account balance, such vested
Account balance shall be reinstated from Forfeitures for such Plan Year or from
any special Employer contributions made for the purpose of restoring a
Participant's Account. Such Account balance shall then be distributed to the
Participant or Beneficiary in accordance with this Article VII.

     Section 7.12 Non-alienation of Benefits. Except in the case of Qualified
Domestic Relations Orders, pursuant to Article XI hereof, benefits payable under
the provisions of this Plan shall not be subject, in any manner, to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution or levy of any kind either voluntary or
involuntary, prior to actually being received by the person entitled to the
benefit under the terms of the Plan and any attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any
right to benefits payable hereunder shall be void. The Trust shall not in any
manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person entitled to benefits hereunder.

     Section 7.13 Direct Rollovers

          (a) Election. This Section 7.13 applies to distributions made on or
     after January 1, 1993. Notwithstanding any provision of this Plan to the
     contrary that would otherwise limit a "distributee's" election under this
     Section, a "distributee" may elect, at the time and in the manner
     prescribed by the Plan Administrator, to have any portion of


                                       31

<PAGE>

     an "eligible rollover distribution" paid directly to an "eligible
     retirement plan" specified by the "distributee" in a "direct rollover."

          (b) Administration. The election in Section 7.13(a) shall be subject
     to such reasonable procedures and requirements as may be prescribed by the
     Plan Administrator.

          (c) Definitions. For purposes of this Section 7.13, the following
     terms are defined as follows:

               (1)  Eligible rollover distribution: 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); any hardship distribution described in
                    Code Section 401(k)(2)(B)(i)(IV); and any other amount
                    excepted from the definition of "eligible rollover
                    distribution" by Code Section 402(c)(4).

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

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

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



                                       32

<PAGE>

                           ARTICLE VIII - PLAN LOANS

     Section 8.1 Plan Loans. Loans to Participants are not permitted under this
Plan.



                                       33

<PAGE>

                     ARTICLE IX - TOP-HEAVY PLAN PROVISIONS

     Section 9.1 Definitions. As used in this Article IX the following terms
shall mean:

          (a) "Top-heavy" Plan. The Plan will be Top-Heavy if, as of the
     Determination Date for such Plan Year:

               (1)  The aggregate of the Account(s) of Key Employees under the
                    Plan exceeds sixty percent (60%) of the aggregate of the
                    Accounts of all Participants under the Plan, unless the Plan
                    is part of an Aggregation Group which is not Top-Heavy; or

               (2)  The Plan is part of an Aggregation Group which is Top-Heavy.

     For purposes of determining whether on each Determination Date the Plan is
     a Top-Heavy Plan, the Accounts of Non-Key Employees who during any prior
     Plan Year were Key Employees shall be disregarded. If an Employee has not
     performed any services for the Employer at any time during the five year
     period ending on the Determination Date, the Account balance of such
     Employee shall be disregarded.

          (b) "Aggregation Group".

               (1)  A required Aggregation Group consists of the following
                    plans:

                    (i)  Each plan of an Employer in which a Key Employee is a
                         participant in the plan year containing the
                         Determination Date, or any of the four preceding plan
                         years; and

                    (ii) Each plan of an Employer which enables a plan described
                         in clause (i) to meet the requirements of Code Sections
                         401(a)(4) or 410.

               (2)  A permissive Aggregation Group consists of the following
                    plans:

                    (i)  Any plan included in (b)(1), and

                    (ii) Any other plan designated by an Employer provided that
                         by including such plan, the Aggregation Group would
                         continue to meet the requirements of Sections 401(a)(4)
                         and 410 of the Code.

          (c) Top-heavy Aggregation Group. An Aggregation Group is Top-Heavy if
     the sum of:

               (1)  the present value of the cumulative accrued benefits for Key
                    Employees under all defined benefit plans included in such
                    group, and

               (2)  the aggregate of the accounts of Key Employees under all
                    defined contribution plans included in such group,


                                       34

<PAGE>

                    exceeds sixty percent (60%) of a similar sum determined for
                    all Employees.

          (d) A "Key Employee" is any Employee or former Employee (including a
     Beneficiary of such Employee) who at any time during the Plan Year or any
     of the four preceding Plan Years is:

               (1)  an officer of the Employer with annual Section 415
                    Compensation greater than fifty percent (50%) of the dollar
                    limit in effect under Section 415(b)(1)(A) of the Code for
                    such Plan year (as adjusted for cost of living increases),
                    provided that no more than fifty employees, (or if less, the
                    greater of three Employees) or ten percent of all Employees
                    shall be treated as officers;

               (2)  one of the ten Employees who have annual Section 415
                    Compensation from the Employer greater than the limitation
                    in effect under Section 415(c)(1)(A) of the Code for such
                    Plan Year (as adjusted for cost of living increases) and who
                    owns one of the largest interests (which interest is more
                    than a one-half percent (.05%) interest) in the Employer;

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

               (4)  a one percent (1%) owner of the Employer who has an annual
                    compensation of more than $150,000.00;

     The constructive ownership rules of Section 318 of the Code (substituting
     "5 percent" for "50 percent" in subparagraph (C) of Section 318(a)(2)),
     shall be applicable to (2), (3) and (4) above. For purposes of subparagraph
     (2), if two Employees have the same interest in the Employer, the Employee
     having greater annual Section 415 Compensation from the Employer shall be
     treated as having a larger interest. The Plan Administrator will make the
     determination of who is a Key Employee in accordance with Section 416(i)(1)
     of the Code and the regulations issued thereunder, which this Plan hereby
     incorporates by reference.

          (e) A "Non-Key Employee" is an Employee who is not a Key Employee. and
     includes the Beneficiary of such Employee.

          (f) The "Determination Date" means the last day of the preceding Plan
     Year.

          (g) The "Valuation Date" is the Determination Date as of which account
     balances are valued for purposes of calculating the top-heavy ratio.

          (h) "Account" of a Participant, with respect to the Plan, or (if
     applicable) the Aggregation Group of which the Plan is a part, means as of
     any Determination Date:

               (1)  the Account balance(s) of such Participant; plus

               (2)  the contributions due as of the Determination Date; plus


                                       35

<PAGE>

               (3)  the aggregate distributions made from the plan(s) to such
                    Participant within five (5)years thereof; less

               (4)  any rollover amount contributed to this Plan by a
                    Participant after December 31, 1983, but only to the extent
                    permitted by regulations issued under Section 416(i)(4)(A)
                    of the Code.

     Section 9.2 Determination of Top-Heavy. The Plan Administrator shall
determine on each Determination Date whether the Plan is Top-Heavy. In making
its determination, the Plan Administrator shall include all plans of a required
Aggregation Group and any plans of the permissive Aggregation Group it
determines to be appropriate for inclusion. The Determination of Account
balances and the present value of accrued benefits is made separately for each
plan and then the results of these determinations are aggregated by adding
together the results for each plan as of the Determination Date for such plans
that fall within the same calendar years. For purposes of determining whether
the Plan is Top Heavy, if the Employer is a member of a Controlled Group, then
all employees of the Controlled Group shall be treated as Employees of the
Employer and all qualified plans maintained by the Controlled Group shall be
treated as maintained by the Employer.

     Section 9.3 Minimum Contribution. For Plan Years during which the Plan is
determined to be Top-Heavy, allocation of the Employer contributions, if any,
shall be subject to the following rules:

          (a) Each Participant employed on the last day of the Plan Year shall
     receive a minimum allocation of the Employer contributions to his Account
     of not less than three percent (3%) of the Participant's compensation
     (within the meaning of Section 415 of the Code and regulations issued
     thereunder), whether or not such Participant had sufficient Hours of
     Service to entitle such Participant to any allocation provided, however,
     that such minimum allocation shall not exceed the highest percentage of
     Employer contributions allocated to any Key Employee for such Plan Year.

          (b) Any allocation made hereunder shall be offset by any Employer
     contribution allocation made to the Participant's account in another
     qualified plan maintained by the Employer which is in an Aggregation Group
     with this Plan.

          (c) After the satisfaction of the minimum allocation rule of
     subsection (a), any remaining Employer contributions shall be allocated to
     Participants' Accounts in accordance with Section 4.3.

     Section 9.4 Vesting for Top-Heavy Plan

          (a) Commencing on the first day of any Plan Year for which the Plan is
     determined to be Top-Heavy, the following vesting schedule shall be
     substituted for the vesting schedule of Section 6.2 and Section 6.7 of this
     Plan:


                                       36

<PAGE>

                 Years of Service                   Vested
                 With the Employer                Percentage
                 -----------------                ----------

                 Fewer than 2 years                  None
                 2 years but fewer than 3             20%
                 3 years but fewer than               40%
                 4 years but fewer than 5             60%
                 5 years but fewer than               60%
                 6 years or more                     100%

          (b) All Years of Service shall be calculated without regard to whether
     the Plan was Top-Heavy during the applicable Plan Year.

          (c) If the Plan becomes Top-Heavy and thereafter ceases to be
     Top-Heavy, the foregoing vesting schedule shall continue to apply in
     determining the nonforfeitable interest of any Participant who had at least
     three (3) Years of Service of the last day of the Plan Year in which the
     Plan was Top-Heavy. For other Participants, the above schedule shall apply
     only to their Account as of the last day of the last Plan Year in which the
     Plan was Top-Heavy.


                                       37

<PAGE>

                        ARTICLE X - PLAN ADMINISTRATION

     Section 10.1 Employer Responsibility. The Employer, or if there is more
than one Employer, the Sponsor shall be the Plan Administrator.

     Section 10.2 Powers and Duties of the Plan Administrator.

          (a) The Plan Administrator shall be responsible for and shall control
     and manage the operation and administration of the Plan.

          (b) The Plan Administrator shall administer the Plan in accordance
     with its terms and shall have all powers necessary to carry out the
     provisions of the Plan.

          (c) The Plan Administrator shall direct the Trustee concerning all
     payments which shall be made out of the Trust pursuant to the Plan.

          (d) At the end of each Plan Year the Employer shall submit to the Plan
     Administrator the names of all Participants and the amount of contribution
     to be made by the Employer. The Plan Administrator shall then allocate the
     Employer contribution to all eligible Participants and shall transmit this
     information to the Trustee.

          (e) The Plan Administrator shall interpret the Plan and shall
     determine all questions arising in the administration, interpretation, and
     application of the Plan, including but not limited to questions of
     eligibility and the status and rights of Participants, Beneficiaries and
     other persons. Any such determination by the Plan Administrator shall be
     made in its sole discretion and shall be presumptively conclusive and
     binding on all persons. The regularly kept records of the Employer shall be
     conclusive and binding upon all persons with respect to an Employee's Hours
     of Service, date and length of employment, time and amount of Compensation
     and the manner of payment thereof, type and length of any absence from work
     and all other matters contained therein relating to Employees.

          (f) The Plan Administrator may require each Participant and each
     Beneficiary of a deceased Participant to furnish evidence, data or
     information as the Plan Administrator considers necessary or desirable for
     purposes of administering the Plan, including his post office address and
     any change in post office address.

          (g) All rules and determinations of the Plan Administrator shall be
     uniformly and consistently applied to all persons in similar circumstances.

          (h) The Plan Administrator may appoint accountants, counsel,
     specialists, and other persons as it deems necessary or desirable in
     connection with the administration of this Plan. The Plan Administrator
     shall be entitled to rely conclusively upon, and shall be fully protected
     in any action taken by it in good faith in relying upon, any opinions or
     reports which shall be furnished to it by any such accountant, counsel,
     specialist or other person.


                                       38

<PAGE>

     Section 10.3 Records and Reports of the Plan Administrator. The Plan
Administrator shall keep a record of all its proceedings and acts and shall keep
all such books of account, records, and other data as may be necessary for
proper administration of the Plan. The Plan Administrator shall notify the
Trustee and the Employer of any action taken by it and, when required, shall
notify any other interested person or persons. The Plan Administrator shall have
a copy of this Plan and a copy of the Trust Agreement available at the principal
office of the Employer during business hours. Such of its records as may pertain
solely to a particular Participant shall be made available to such Participant,
either by periodic reports or presentation for examination by such Participant
during business hours.

     Section 10.4 Plan Administrative Committee. The Board of Directors of the
Sponsor may, in its discretion, appoint a committee of one or more persons, to
be known as the Plan Administrative Committee (Committee) to act as the agent of
the Sponsor in performing the duties of the Sponsor. The members of the
Committee shall serve at the pleasure of the Board of Directors; they may be
officers, directors, or Employees of the Employer or any other individuals. Any
member may resign by delivering his written resignation to the Board of
Directors and to the Committee. Vacancies in the Committee arising by
resignation, death, removal or otherwise, shall be filled by the Board of
Directors. The Sponsor shall advise the Trustee in writing of the names of the
members of the Committee and of changes in membership from time to time.

     Section 10.5 Organization and Operation of the Plan Administrative
Committee.

          (a) If the Board of Directors of the Sponsor appoints a Committee, the
     Committee shall act by majority vote of its members at the time in office,
     and such action may be taken either by a vote at a meeting or in writing
     without a meeting. The signatures of a majority of the members will be
     sufficient to authorize Committee action. A Committee member shall not
     participate in discussions of or vote upon matters pertaining to his own
     participation in the Plan.

          (b) The Committee may authorize any of its members or any other person
     to execute any document or documents on behalf of it, in which event the
     Committee shall notify the Trustee in writing of such action and the name
     or names of such member or person. The Trustee thereafter shall accept and
     rely upon any document executed by such members or persons as representing
     action by the Plan Administrator, until the Committee shall file with the
     Trustee a written revocation of such designation.

          (c) The Committee may adopt such bylaws and regulations as it deems
     desirable for the conduct of its affairs. These rules may be made available
     to the Employer and the Participants as determined by the Committee.

     Section 10.6 Compensation and Responsibility for Payment of Expenses of the
Plan Administrator. The Plan Administrator or members of the Committee who are
Employees of the Employer shall serve without compensation for services as such,
but all proper expenses incurred by the Plan Administrator incident to the
functioning of the Plan may be paid in whole or in part by the Employer and any
expenses not paid by the Employer shall be paid by the


                                       39

<PAGE>

Trustee out of the principal or income of the Trust Fund; provided, however,
that unusual costs and expenses of litigation involving the Plan and losses, if
any, of the Plan of any kind or character, shall be deemed expenses of the Plan
and shall be borne by, and paid out of the Plan assets, except to the extent the
Board of Directors elects to have such expenses paid directly by the Employer.

     Section 10.7 Indemnity of Plan Administrator or Plan Administrative
Committee Members. The Sponsor shall indemnify and defend the Plan Administrator
or, if the Board of Directors of the Sponsor has appointed a Committee each
member of the Committee and each of its other Employees against any and all
claims, loss, damages, expenses (including reasonable attorneys fees), and
liability arising in connection with the administration of the Plan, except when
the same is judicially determined to be due to the gross negligence or willful
misconduct of such member or other Employee. The Employer may purchase liability
insurance to cover the Plan Administrator or members of the Committee against
loss, claims, damages or expense.

     Section 10.8 Claims Procedure. Claims for benefits under the Plan shall be
made in writing to the Plan Administrator. Within ninety (90) days after the
filing of such a claim, the Plan Administrator shall, notify the claimant in
writing whether his claim is upheld or denied. A notice of denial shall be
written in a manner calculated to be understood by the claimant, and shall
contain (i) the specific reason or reasons for denial of the claim, (ii) a
specific reference to the pertinent Plan provisions upon which the denial is
based, (iii) a description of any additional material or information necessary
for the claimant to perfect the claim, together with an explanation of why such
material or information is necessary, and (iv) an explanation of the Plan's
review procedure. Within sixty (60) days of the receipt by the claimant of the
written notice of denial of the claim, the claimant or his duly authorized agent
may file a written request with the Plan Administrator that it conduct a full
and fair review hearing of the denial of the claimant's claim for benefits. In
connection with the claimant's appeal of the denial of his benefit, the claimant
or his duly authorized representative may review pertinent documents and may
submit issues and comments in writing within 30 days of filing such request for
review. The Plan Administrator shall render a decision on the claim appeal
promptly, but not later than sixty (60) days after the receipt of the claimant's
request for review, unless special circumstances (such as the need to hold a
hearing, if necessary) require an extension of time for processing, in which
case the sixty (60) day period may be extended to one hundred and twenty (120)
days. The Plan Administrator shall notify the claimant in writing of any such
extension. The decision upon review shall be communicated to the claimant within
thirty days of the hearing and shall (i) include specific reasons for the
decision, (ii) be written in a manner calculated to be understood by the
claimant and (iii) contain specific references to the pertinent Plan provisions
upon which the decision is based.

     Section 10.9 Voting Rights.

          (a) A Participant shall be entitled to direct the Trustee as to the
     manner in which voting rights of Employer Stock which is acquired by the
     Trust and allocated to his Account as of the record date are to be
     exercised with respect to any corporate matters which involves the voting
     of such shares with respect to the approval or disapproval of any corporate
     merger or consolidation, recapitalization, reclassification, liquidation,


                                       40

<PAGE>

     dissolution, sale of substantially all assets of a trade or business, or
     such similar transaction as may be prescribed by regulations.

          (b) A Participant shall be entitled to direct the Trustee as to the
     manner in which voting rights of the Employer Stock which was acquired with
     the proceeds of an Acquisition Loan entitled to the interest exclusion
     under Section 133 of the Code and allocated to his Account are to be
     exercised with respect to all corporate matters subject to shareholder
     vote.

          (c) If the Employer Stock is a "registration-type class of securities,
     then each Participant or Beneficiary under the Plan shall be entitled to
     direct the Trustee as to the manner in which all voting rights of the
     Employer Stock allocated to his Account are to be exercised. A
     "registration-type class of securities" means: (i) a class of securities
     required to be registered under Section 12 of the Securities Exchange Act
     of 1934, and (ii) a class of securities which would be required to be so
     registered except for the exemption from registration provided in
     subsection (g)(2)(H) of such Section 12.

          (d) The Trustee shall vote (i) Employer Stock in the Account of a
     Participant to which no such instructions have been received, (ii) Employer
     Stock in the Loan Suspense Account, (iii) Employer Stock held as an advance
     Employer Contribution, and (iv) Employee Stock held pending reallocation as
     a Forfeiture. For purposes of this Section 10.9(d) the Board of Directors
     of the Sponsor shall have the exclusive power, authority and responsibility
     for directing the Trustee in determining how Employer Stock shall be voted.

          (e) Before each meeting of shareholders at which Participants have the
     right to direct the Trustee as to the manner of voting allocated shares,
     the Trustee, at the request of the Plan Administrator, shall furnish to
     each Participant, or Beneficiary, within a reasonable time before the
     meeting, a copy of the proxy solicitation material together with a form
     requesting directions on how such shares of Employer Stock allocated to
     such Participant's Account shall be voted on each such matter subject to
     direction. Upon timely receipt of such directions, the Trustee shall, on
     each such matter, vote as directed by the Participant the number of shares
     of Employer Stock allocated to such Participant's Account."

     Section 10.10 Bonding. Every Fiduciary, except a bank or an insurance
company, unless exempted by ERISA, shall be bonded in an amount not less than
10% of the amount of the Trust funds such Fiduciary handles with a minimum bond
of $1,000 and a maximum bond of $500,000. The cost of such bond(s), shall be an
expense of and may, at the election of the Employer, be paid from the Trust Fund
or by the Employer.


                                       41

<PAGE>


                ARTICLE XI - QUALIFIED DOMESTIC RELATIONS ORDERS

     Section 11.1 Permissible Assignment. Notwithstanding any provision to the
contrary herein, the Plan Administrator may assign the interest of a Participant
in the Plan (or in a succeeding plan of the Employer or in the plan of a
successor Employer) to an Alternate Payee pursuant to a Qualified Domestic
Relations Order.

     Section 11.2 Application of Provisions. The provisions of this Article
shall control in the event the Plan receives a Qualified Domestic Relations
Order with respect to a Participant's interest in the Trust Fund.

     Section 11.3 Definitions.

          (a) Alternate Payee shall mean a

               (1)  spouse,

               (2)  former spouse,

               (3)  child, or

               (4)  other dependent

     of a Participant who is recognized by a Qualified Domestic Relations Order
     as having a right to receive all, or a portion of, a Participant's benefits
     under the Plan. An Alternate Payee is treated as a Beneficiary for all
     purposes under the Plan.

          (b) Earliest Retirement Date under this Plan shall mean the earlier
     of:

               (1)  the date on which the Participant is entitled to a
                    distribution under the Plan; or

               (2)  the later of (A) the day a Participant is entitled to a
                    distribution under the Plan; or (B) the earliest date on
                    which the Participant could begin receiving benefits under
                    the Plan if the Participant had terminated employment with
                    the Employer and all members of the Controlled Group.
                    However, if the value of the amount payable to the Alternate
                    Payee is $3,500 or less on the date payment would begin
                    under the Qualified Domestic Relations Order, that date
                    shall be the Earliest Retirement Date.

          (c) Qualification Procedures shall mean written procedures adopted by
     the Plan Administrator to determine whether domestic relations orders meet
     the requirements set out in paragraph (d), below, and to administer
     distributions under such orders. The procedures shall be implemented within
     a reasonable time after receipt of a domestic relations order by the Plan
     Administrator. Qualification Procedures must permit an Alternate Payee to
     designate a representative for receipt of copies of notices sent to the
     Alternate Payee with respect to a Qualified Domestic Relations Order.

          (d) Qualified Domestic Relations Order shall mean a judgment, decree
     or


                                       42

<PAGE>

     order, including approval of a property settlement agreement, that relates
     to provision of child support, alimony payments, or marital property rights
     to an Alternate Payee, is made pursuant to state domestic relations law,
     including a state community property law, and creates an Alternate Payee's
     right to all or a portion of the benefits payable to a Participant under
     the Plan.

               (1)  A Qualified Domestic Relations Order must specify:

                    (i)    the name and last known mailing address of each
                           Alternate Payee,

                    (ii)   the amount or percentage of the Participant's
                           benefits to be paid to the Alternate Payee or the
                           manner in which the amount is to be determined,

                    (iii)  the number of payments or period for which payments
                           are required, and

                    (iv)   each plan to which the order relates.

               (2)  An order does not qualify under this definition if it:

                    (i)    requires the Plan Administrator to provide a benefit
                           or option not available under the Plan,

                    (ii)   requires the Plan to provide increased benefits or

                    (iii)  requires payment of benefits to an Alternate Payee
                           that are required to be paid to another Alternate
                           Payee under a previously existing Qualified Domestic
                           Relations Order.

     Section 11.4 Notification. The Plan Administrator shall promptly give
written notification to the Participant and to the Alternate Payee of receipt of
a domestic relations order and of Plan Qualification Procedures. The Plan
Administrator shall then proceed with Qualification Procedures to determine
whether the order is a Qualified Domestic Relations Order and shall notify the
Participant and Alternate (or the Alternate Payee's designated representative)
of its determination.

     Section 11.5 Disposition of Disputed Funds.

          (a) During the period in which the Plan Administrator is making its
     determination of the qualified status of the Domestic Relations Order, a
     separate accounting shall be maintained for any amounts which would be
     payable to the Participant.

          (b) If the order is determined to be a Qualified Domestic Relations
     Order within the 18-month period beginning on the date on which the first
     payment would be required to be made under the order, the Plan
     Administrator shall direct the Trustee to distribute the amounts in
     accordance with the order.

          (c) If the Plan Administrator determines that the order is not a
     Qualified


                                       43

<PAGE>

     Domestic Relations Order, or has not made a determination within the
     18-month period described in (b) the Plan Administrator shall direct the
     Trustee to pay such amounts to the persons who would have received the
     amounts if the order had not been issued.

          (d) If an order is qualified after expiration of the 18-month period
     described in (b), payment of benefits to an Alternate Payee shall proceed
     prospectively and the Plan shall not be liable to an Alternate Payee for
     benefits attributable to the period prior to qualification.

     Section 11.6 Payment of Benefits. The Plan Administrator shall comply with
any Qualified Domestic Relations Order requiring that benefits be paid to an
Alternate Payee beginning on a date on or after the Participant's Earliest
Retirement Date. If an Alternate Payee under a Qualified Domestic Relations
Order cannot be located, the Plan Administrator may either maintain a separate
accounting of the amount which would have been paid to such Alternate Payee, or
reallocate such amount among the accounts of Participants as a reduction of the
Employer contribution, if the Alternate Payee is thereafter located, the
reallocated amount shall be reinstated for the benefit of the Alternate Payee.

     Section 11.7 Form of Payment. Payment of benefits pursuant to a Qualified
Domestic Relations Order shall be made only as permitted under the Plan.


                                       44

<PAGE>

            ARTICLE XII - AMENDMENTS AND ACTION BY SPONSOR/EMPLOYER

     Section 12.1 Amendments. The Sponsor reserves the right to make from time
to time any amendment or amendments to this Plan in any manner it deems
necessary or advisable in order to comply with ERISA. However, no amendment
shall be made which authorizes or permits any of the Trust Fund, other than the
part which is required to pay taxes and administration expenses, to be used for
or diverted to purposes other than for the exclusive benefit of the Participants
or Beneficiaries. No amendment shall cause or permit any portion of the Trust
Fund to revert to or become a property of the Employer, and no amendment which
affects the rights, duties or responsibilities of the Trustee, Plan
Administrator, or an Employer may be made without the written consent of the
affected party.

     Section 12.2 Action by Sponsor/Employer. Any action by the Sponsor or an
Employer under this Plan may be by resolution of its Board of Directors or by
any person or persons duly authorized by resolution of the Board of Directors to
take action. However, neither the Trustee nor the Plan Administrator (if other
than the Sponsor) shall have any obligation or responsibility with respect to
any action required by the Plan to be taken by the Sponsor or the Employer, any
Participant or eligible Employee, nor for the failure of any of those person to
act or make any payment or contribution, or to otherwise provide any benefit
contemplated under this Plan. The Trustee or the Plan Administrator (if other
than the Sponsor or the Employer) shall not be required to collect any
contribution required under the Plan, or determine the correctness of the amount
of the Employer contribution.

     Section 12.3 Plan Ceases to Constitute an ESOP. In the event that the Plan
is terminated pursuant to Section 14.1 hereof, or is amended in a manner which
causes the Plan to cease being an ESOP, any Employer Stock distributed to the
Participants in liquidation of the Trust Fund, or held by the Trustee if the
Trust Fund is not liquidated, which was acquired with Acquisition Loan proceeds
shall continue to be subject to the provisions of Section 7.5, relating to the
Put Option requirement, and the Trust Agreement.


                                       45

<PAGE>

     ARTICLE XIII - SUCCESSOR SPONSOR AND MERGER OR CONSOLIDATION OF PLANS

     Section 13.1 Successor Sponsor. In the event of the dissolution, merger,
consolidation or reorganization of the Sponsor, provisions may be made by which
the Plan and Trust will be continued by the successor. In that event, such
successor shall be substituted for the Sponsor under the Plan. The substitution
of the successor shall constitute an assumption of the Plan liabilities by the
successor and the successor shall have all the powers, duties and
responsibilities of the Employer under the Plan.

     Section 13.2 Plan Assets. In the event of the merger or consolidation of
this Plan with, or transfer of assets and liabilities of this Plan to, any other
Plan, each Participant shall be entitled (if such other plan had then
terminated) to receive a benefit immediately after the merger, consolidation or
transfer which is not less than the benefit he would have been entitled to
receive immediately before the merger, consolidation or transfer (if this Plan
had then terminated).


                                       46

<PAGE>

                         ARTICLE XIV - PLAN TERMINATION

     Section 14.1 Termination of Plan and Trust. The Employer shall have the
right, at any time, to suspend or discontinue its contributions under the Plan,
and to terminate, at any time, this Plan and the Trust created thereunder. The
Plan shall terminate (as to any Employer) upon the first to occur of the
following:

          (a) The date terminated by action of the Board of Directors, provided
     the Board gives the Trustee thirty (30) days' prior written notice of the
     termination;

          (b) The date the Employer shall be judicially declared bankrupt or
     insolvent;

          (c) The dissolution, merger, consolidation or reorganization of the
     Employer, or the sale by such Employer of all or substantially all of its
     assets, unless the successor or purchaser makes provision to continue the
     Plan, in which event the successor or purchaser shall substitute itself as
     such Employer.

     Section 14.2 Full Vesting. Notwithstanding any other provision in this Plan
to the contrary, upon a full or partial termination of the Plan, or upon
complete discontinuance of contributions, an affected Participant's right to his
Account shall be one hundred percent (100%) nonforfeitable.

     Section 14.3 Distribution of Trust Fund. Upon a termination of the Plan,
the Employer at its option may direct and require the Trustee to liquidate the
Trust Fund or the applicable portion thereof, and distribute the same to
interested Participants. If the Employer does not direct the Trustee to
liquidate the Trust Fund upon a termination of the Plan, then the provisions of
Article VII shall remain operative, and the Trust shall continue until the
Trustee has distributed all of the benefits under the Plan. On each Valuation
Date, the Plan Administrator shall credit any part of a Participant's Account
retained in the Trust Fund with its proportionate share of the Trust Fund's
income, expenses, gains and losses, both realized and unrealized, until such
Account has been fully distributed.


                                       47

<PAGE>

                           ARTICLE XV - MISCELLANEOUS

     Section 15.1 Nonguaranty of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between the Employer and any
Employee or as a right of any Employee to be continued in the employment of the
Employer or as a limitation of the right of the Employer to discharge any of its
Employees with or without cause.

     Section 15.2 Rights to Trust Assets. No Employee shall have any right to or
interest in any assets of the Trust Fund upon termination of his employment or
otherwise, except as provided from time to time under this Plan and then only to
the extent of the benefits payable under the Plan to such Employee out of the
assets of the Trust Fund. Except as otherwise may be provided under Title IV of
ERISA, all payments of benefits as provided for in this Plan shall be made
solely out of the assets of the Trust Fund and none of the Fiduciaries shall be
liable therefor in any manner.

     Section 15.3 Word Usage. Words used in the masculine shall apply to the
feminine where applicable; and wherever the context of the Plan dictates, the
plural shall be read as the singular and the singular as the plural.

     Section 15.4 Governing Law. To the extent that state law is not preempted
by provisions of ERISA or any other laws of the United States, this Plan will be
administered, construed and enforced according to the internal, substantive laws
of the State of Minnesota, without regard to its conflict of laws rules.

     Section 15.5 Uniformed Services Employment and Reemployment Act of 1994.
Notwithstanding any provision of the Plan to the contrary, contributions,
benefits and service with respect to qualified military service will be provided
in accordance with Code Section 414(u).


                                       48

<PAGE>

                                    Exhibit A
               Special Provisions Applicable to Certain Employees


                           Barber Dental Supply, Inc.
                           --------------------------

In connection with the acquisition of Barber Dental Supply, Inc. by merger into
Patterson Dental Company effective December 18, 1995, all Employees acquired
from Barber Dental Supply, Inc. are provided credit for service with Barber
Dental Supply, Inc. for purposes of determining such Employee's Years of Service
for Participation and Years of Service for Vesting.

                             EagleSoft Incorporated
                             ----------------------

In connection with the acquisition of EagleSoft Incorporated effective July 18,
1997, all Employees hired in connection with such acquisition are provided
credit for service with EagleSoft Incorporated solely for purposes of
determining such Employee's Years of Service for Participation.

                            Hill Dental Company, Inc.
                            -------------------------

In connection with the acquisition of Hill Dental Company, Inc. effective
February 2, 1998, all Employees hired in connection with such acquisition are
provided credit for service with Hill Dental Company, Inc. solely for purposes
of determining such Employee's Years of Service for Participation.

                       Professional Business Systems, Inc.
                       -----------------------------------

In connection with the acquisition of Professional Business Systems, Inc.
effective February 24, 1999, all Employees hired in connection with such
acquisition are provided credit for service with Professional Business Systems,
Inc. solely for purposes of determining such Employee's Years of Service for
Participation.

                            Barr Dental Supply, Inc.
                            ------------------------

In connection with the acquisition of Barr Dental Supply, Inc. effective June
28, 1999, all Employees hired in connection with such acquisition are provided
credit for service with Barr Dental Supply, Inc. solely for purposes of
determining such Employee's Years of Service for Participation.

                       Guggenheim Bros. Dental Supply Co.
                       ----------------------------------

In connection with the acquisition of Guggenheim Bros. Dental Supply Co.
effective March 27, 2000, all Employees hired in connection with such
acquisition are provided credit for service with Guggenheim Bros. Dental Supply
Co. solely for purposes of determining such Employee's Years of Service for
Participation.

                                    Exh. A-1

<PAGE>

                              Micheli Dental Supply
                              ---------------------

In connection with the acquisition of Micheli Dental Supply effective August 2,
2000, all Employees hired in connection with such acquisition are provided
credit for service with Micheli Dental Supply solely for purposes of determining
such Employee's Years of Service for Participation.

                               J. A. Webster, Inc.
                               -------------------

In connection with the acquisition of substantially all of the assets of J. A.
Webster, Inc. by a wholly-owned subsidiary of Patterson Dental Company effective
July 9, 2001, all Employees hired in connection with such acquisition are
provided credit for service with J. A. Webster, Inc. solely for purposes of
determining such Employee's Years of Service for Participation.





















                                    Exh. A-2

<PAGE>

                                    Exhibit B
                             Special Effective Dates

Definitions
-----------

The definition of "Highly Compensated Employee" at Section 2.19 is effective for
Plan Years beginning on or after May 1, 1997.

The definition of Section 415 Compensation at Section 2.29 is effective for Plan
Years beginning on or after May 1, 1997.

Distributions
-------------

The required commencement of distributions under Section 7.1(c) relating to
Participants who are not 5% owners is effective May 1, 1997.

The definition of eligible rollover distribution under Section 7.13(b) excludes
hardship distributions effective May 1, 2000.

Top Heavy Plan Rules
--------------------

The Super-Top Heavy and related Code Section 415(e) rules are deleted effective
May 1, 2000.

Miscellaneous
-------------

The provisions of Section 15.5 relating to the Uniformed Services Employment and
Reemployment Act of 1994 are effective December 12, 1994.















                                    Exh. B-1

<PAGE>

                                  SUPPLEMENT A
                                     TO THE
                            PATTERSON DENTAL COMPANY
                          EMPLOYEE STOCK OWNERSHIP PLAN
                                EGTRRA AMENDMENT

     A-1. Purpose and Application.

          (a) The purposes of this Supplement A to the Patterson Dental Company
     Employee Stock Ownership Plan (the "Plan") is to modify, supersede and
     supplement the terms of the Plan as it relates to certain amendments
     required or permitted under certain provisions of the Economic Growth and
     Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This Supplement is
     intended as good faith compliance with the requirements of EGTRRA and is to
     be construed in accordance with EGTRRA and regulations or other
     pronouncements issued in connection therewith.

          (b) Unless this Supplement provides otherwise, the provisions of this
     Supplement A will be effective as of May 1, 2002.

          (c) This Supplement A will supersede the provisions of the Plan to the
     extent those provisions are inconsistent with the provisions of this
     Supplement A.

     A-2. Annual Additions Limitation. Effective for Limitation Years beginning
after December 31, 2001, the Annual Additions limitation under Section 4.6
regarding the amount that may be contributed or allocated to a Participant's
accounts under the Plan for any Limitation Year shall not exceed the lesser of:

     (a)  $40,000, as adjusted for increases in the cost-of-living under Code
          Section 415(d), or

     (b)  100 percent of the Participant's Section 415 Compensation for the
          Limitation Year. The compensation limit referred to in this clause (b)
          will not apply to any contribution for medical benefits after
          separation from service (within the meaning of Code Section 401(h) or
          419A(f)(2)) that is otherwise treated as an Annual Addition.

     A-3. Increase in Compensation Limit. For purposes of Section 2.7, the
annual Compensation for each Participant taken into account in determining
allocations for any Plan Year beginning after December 31, 2001, shall not
exceed $200,000, as adjusted for cost-of-living increases in accordance with
Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a
calendar year applies to annual Compensation for the determination period that
begins with or within such calendar year.

     A-4. Modification of Top-Heavy Rules. This section shall apply for purposes
of determining whether the Plan is a Top-Heavy Plan under Code Section 416(g)
and the provisions of Article IX of the Plan for Plan Years beginning after
December 31, 2001, and whether the Plan satisfies the minimum benefits
requirements of Code Section 416(c) for such years.

     (a)  Key Employee. For purposes of Section 9.1(d), Key Employee means any
          Employee or former Employee (including any deceased employee) who, at
          any time during the Plan Year that includes the determination date,
          was an officer of the Company having annual Section 415 Compensation
          greater than $130,000 (as adjusted under Code Section



                                   Supp. A-1

<PAGE>

          416(i)(1) for Plan Years beginning after December 31, 2002), a
          5-percent owner of the Company, or a 1-percent owner of the Company
          having annual Section 415 Compensation of more than $150,000. The
          determination of a Key Employee will be made in accordance with Code
          Section 416(i)(1) and the applicable regulations and other guidance of
          general applicability issued thereunder.

     (b)  Determination of Present Values and Amounts. For purposes of Sections
          9.1(h) and 9.2, in determining if the Plan is a Top-Heavy Plan, the
          present values of accrued benefits and the amounts of account balances
          of an Employee as of the determination date will be increased by the
          distributions made with respect to the employee under the Plan and any
          plan aggregated with the Plan under Code Section 416(g)(2) during the
          1-year period ending on the determination date. The preceding sentence
          will also apply to distributions under a terminated plan which, had it
          not been terminated, would have been aggregated with the Plan under
          Code Section 416(g)(2)(A)(i). If a distribution is made for a reason
          other than separation from service, death, or disability, this
          provision will be applied by substituting "5-year period" for "1-year
          period." The accrued benefits and accounts of any individual who has
          not performed services for the Company during the 1-year period ending
          on the determination date will not be taken into account.

     (c)  Minimum Benefits. For purposes of Section 9.3, if the Plan is a
          Top-Heavy Plan, Company matching contributions will be taken into
          account for purposes of satisfying the minimum contribution
          requirements of Code Section 416(c)(2) and the Plan. The preceding
          sentence will apply with respect to Company matching contributions
          under the Plan or, if the Plan provides that the minimum contribution
          requirement will be met in another plan, such other plan. Company
          matching contributions that are used to satisfy the minimum
          contribution requirements will be treated as matching contributions
          for purposes of the Actual Contribution Percentage test and other
          requirements of Code Section 401(m).

     A-5. Direct Rollovers of Plan Distributions. Effective for distributions
made after December 31, 2001, for purposes of the direct rollover provisions in
Section 7.13 of the Plan, an Eligible Retirement Plan will also mean an annuity
contract described in Code Section 403(b) and an eligible plan under Code
Section 457(b) that is maintained by a state, political subdivision of a state,
or any agency or instrumentality of a state or political subdivision of a state
and that agrees to separately account for amounts transferred into such plan
from this Plan. The definition of Eligible Retirement Plan will also apply in
the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the alternate payee under a qualified domestic relation order, as
defined in Code Section 414(p). No amount that is distributed on account of
hardship will be an Eligible Rollover Distribution, and the Distributee may not
elect to have any portion of such a distribution paid directly to an Eligible
Retirement Plan.

                                   Supp. A-2

<PAGE>

                                  SUPPLEMENT B
                                     TO THE
                            PATTERSON DENTAL COMPANY
                          EMPLOYEE STOCK OWNERSHIP PLAN

                       Thompson Dental Company Provisions

     B-1. Purpose and Application. The purpose of this Supplement B is to set
forth the application of specific provisions of the Plan or exceptions to the
Plan as they relate to the employees of Thompson Dental Company ("Thompson"),
the acquisition of Thompson by Patterson Dental Company (effective April 3,
2002), and the merger of the Thompson Dental Company Employee Stock Ownership
Plan and Trust ("Thompson ESOP") with and into the Plan.

     B-2. Adoption; Merger. Thompson hereby adopts the Plan as a participating
Employer effective April 3, 2002, and as an amendment and restatement of and
merger with the Thompson ESOP effective as of May 1, 2002.

     B-3. Service.

          (a) For purposes of determining Years of Service for eligibility and
     vesting, each employee of Thomson will, as of April 3, 2002, be credited
     with Years of Service and Hours of Service determined by including all
     service with either Thompson, Patterson Dental Company, or any member of
     the Controlled Group of either Thompson or Patterson Dental Company.

          (b) For purposes of determining Years of Service for vesting, a Plan
     Year for Participants who were Thompson employees during 2002 will include
     both the calendar year beginning January 1, 2002 and the Plan Year
     beginning May 1, 2002.

     B-4. Eligibility and Participation.

          (a) An employee of Thompson, including a Thompson employee who has
     become an employee of an Employer, who has satisfied the eligibility
     requirements on April 3, 2002 will become a Participant in the Plan on
     April 3, 2002.

          (b) On and after May 1, 2002, eligible employees will begin
     participating in the Plan as of the November 1 or May 1 coincident with or
     next following the date he or she has satisfied the eligibility
     requirements of Section 3.1 of the Plan.

          (c) Each Participant in the Thompson ESOP as of May 1, 2002 will
     continue as a Participant in this Plan effective as of May 1, 2002.

          (d) Notwithstanding the provisions of Section 3.1 of the Plan, the
     following employees are not eligible to participate in the Plan:

                                   Supp. B-1

<PAGE>

               (i) nonresident aliens;

               (ii) members of the DesPortes family owning stock in Thompson on
          January 1, 1995, and persons related to such family members as
          described in Code Section 409(n)(1)(A) and (B) of the Code.

     B-5. Vesting Schedule. Participants, including any employee who was a
participant in the Thompson ESOP at the time of its merger with the Patterson
ESOP, will be subject to the seven-year graded vesting schedule at Section 6.2
of the Plan in lieu of the five-year cliff vesting schedule under the Thompson
ESOP, provided, however, that:

          (a) each Participant who was 100% vested in his or her account
     balances under the Thompson ESOP as of April 30, 2002, will at all times be
     100% vested in his or her accounts under the Patterson ESOP; and

          (b) each Participant who is not 100% vested in his or her accounts
     transferred from the Thompson ESOP and has at least three Years of Vesting
     Service before the end of the election period provided under this paragraph
     (b) may elect to have his or her vested percentage under the Patterson ESOP
     determined on the basis of the five-year cliff vesting schedule under the
     Thompson ESOP, namely:

                  Years of Service            Vested Percentage
                  ----------------            -----------------
                   Less than 5                          0%
                   5 or more                          100%

     A Participant eligible to elect under this paragraph (b) may file his or
     her election with the Plan Administrator within 60 days of the issuance of
     the notice of the amendment of the vesting schedule to such Participant.

     B-6. Beneficiary Designations. [Will the Thompson Beneficiary Designations
transfer or will new designations be required?]

     B-7. Thompson ESOP Accounts. The Plan Administrator shall maintain a
subaccount within each Account for a Participant whose account under the
Thompson ESOP was transferred to the Plan.

     B-8. Distributions. If a distribution is to be made in the form of shares
of Employer Stock, then, to the extent necessary to avoid triggering an excise
tax under Code section 4978, such distribution will commence not earlier than
the end of the Plan Year in which the Participant has incurred a Break in
Service.


                                   Supp. B-2


</TEXT>
</DOCUMENT>
