INTERNATIONAL GAME TECHNOLOGY
10.01 - IGT PROFIT SHARE PLAN (AMEND 4-01-02)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>igtprofitsharamend4102.txt
<DESCRIPTION>10.01 - IGT PROFIT SHARE PLAN (AMEND 4-01-02)
<TEXT>


                             IGT PROFIT SHARING PLAN

             (As Amended and Restated Effective as of April 1, 2002)

           (Composite Plan Document Reflecting 2002 EGTRRA Amendment)

     This  amendment  to and  restatement  of the IGT Profit  Sharing  Plan (the
"Plan") is adopted  by  International  Game  Technology,  a Nevada  corporation,
hereinafter sometimes called the "Company." This amendment to and restatement of
the Plan is effective as of April 1, 2002, except as otherwise specified herein.

     The Company desires to encourage loyalty, efficiency, continuity of service
and productivity of its Employees.  In order to accomplish  these purposes,  the
Company  maintains the Plan to provide  incentives and security for its Eligible
Employees and their  Beneficiaries.  The Trust  maintained  pursuant to the Plan
(incorporated herein by this reference) and its assets shall not be used for, or
diverted to, purposes other than the exclusive  benefit of Participants or their
Beneficiaries, as prescribed in Section 401(a) of the Code.

     It is also intended that the Plan constitute an accident and health plan so
that amounts distributed on account of disability are excluded from income under
Section 105(c) of the Code to the extent provided by law.

     On or about  December  30, 2001,  International  Game  Technology  acquired
Anchor Gaming ("Anchor"). Anchor had maintained the Anchor Gaming Profit Sharing
and 401(k) Plan (the  "Anchor  Plan").  The Anchor Plan was merged with the Plan
effective  as of April 1,  2002,  with  the  Plan as the  surviving  plan in the
merger. Accordingly, the assets and liabilities of the Anchor Plan became assets
and  liabilities  of the Plan as of that date.  Prior to April 1, 2002, the Plan
was sponsored by the IGT subsidiary of the Company.  Sponsorship of the Plan was
assumed by the Company as of April 1, 2002.

<PAGE>

     It is intended that the Plan comply with, without  limitation,  the Uruguay
Round Agreements Act, 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 Service  Restructuring and Reform Act of 1998,
and the  Community  Renewal  Tax  Relief  Act of 2000  (collectively,  the "GUST
Legislation").  The Plan provisions corresponding to amendments or modifications
required by the GUST Legislation shall be operative with regard to both the Plan
and, as the Anchor  Plan was merged with and into the Plan and is now  evidenced
and governed by this document,  the Anchor Plan, as of each applicable effective
date required pursuant to the GUST Legislation.

<PAGE>


                                   ARTICLE I
                              TITLE AND DEFINITIONS
1.1      Title.
         -----
     The Plan shall be known as the IGT Profit Sharing Plan. It is intended that
the Plan  constitute  a profit  sharing  plan with a qualified  cash or deferred
arrangement  under Section 401(k) of the Code.  Contributions may be made to the
Plan without regard to the current or accumulated profits of the Company.

1.2      Definitions.
         -----------
     Whenever the following terms are used in the Plan, with the first
letter capitalized, they shall have the meanings specified below.

     "Account" or "Accounts" shall mean the accounts maintained by the Committee
for each Participant that are credited with the amounts provided for herein. The
following  "Accounts"  are  maintained  under  the Plan:  Company  Contributions
Accounts,   Compensation  Deferral  Accounts,  Employer  Matching  Contributions
Accounts, and Rollover Accounts.

     "Anniversary Date" shall mean the last day of each Plan Year.

     "Approved  Absence" shall mean a leave of absence  (without pay) granted to
an Eligible Employee under the Company's established leave policy.

     "Beneficiary"  or  "Beneficiaries"   shall  mean  the  person  or  persons,
including a trustee, personal representative or other fiduciary, last designated
in writing by a Participant in accordance  with the provisions of Section 2.4 to
receive  the  benefits  specified  hereunder  in the event of the  Participant's
death. If there is no valid Beneficiary designation in effect that complies with
the  provisions  of  Section  2.4,  or  if  there  is  no  surviving  designated
Beneficiary, then the Participant's surviving spouse shall be the Beneficiary.

<PAGE>

     If  there is no  surviving  spouse  to  receive  any  benefits  payable  in
accordance with the preceding sentence,  the duly appointed and currently acting
personal  representative of the Participant's estate (which shall include either
the Participant's  probate estate or living trust) shall be the Beneficiary.  In
any case where there is no such  personal  representative  of the  Participant's
estate  duly  appointed  and  acting in that  capacity  within 90 days after the
Participant's  death (or such  extended  period as the  Committee  determines is
reasonably necessary to allow such personal representative to be appointed,  but
not to exceed 180 days  after the  Participant's  death),  then  Beneficiary  or
Beneficiaries  shall mean the person or persons who can verify by  affidavit  or
court order to the  satisfaction of the Committee that they are legally entitled
to receive the benefits specified hereunder.

     In the event any amount is payable under the Plan to a minor, payment shall
not be made to the minor,  but instead  shall be paid (a) to that  person's then
living  parent(s) to act as  custodian,  (b) if that  person's  parents are then
divorced, and one parent is the sole custodial parent, to such custodial parent,
or (c) if no parent of that person is then  living,  to a custodian  selected by
the  Committee  to hold the funds for the minor under the Uniform  Transfers  or
Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If
no parent is living and the Committee decides not to select another custodian to
hold the funds for the minor,  then payment shall be made to the duly  appointed
and currently  acting guardian of the estate for the minor or, if no guardian of
the estate for the minor is duly  appointed and currently  acting within 60 days
after the date the amount becomes  payable,  payment shall be deposited with the
court having jurisdiction over the estate of the minor.

     "Board of  Directors"  and "Board" shall mean the Board of Directors of the
Company.

<PAGE>

     "Break in Employment" shall mean any termination of Employment by reason of
resignation, discharge, retirement, Disability or death.

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

     "Committee" shall mean the Committee  appointed  pursuant to the provisions
of the Plan.

     "Company" shall mean International Game Technology,  a Nevada  corporation,
any predecessor corporation, or any successor corporation resulting from merger,
consolidation,  or  transfer  of assets  substantially  as a whole  which  shall
expressly  agree in  writing  to  continue  the Plan and,  where the  context so
warrants, any Participating Affiliate.

     "Company Contributions" shall mean an amount contributed to the Plan by the
Company or by a Participating Affiliate in accordance with Section 3.1.

     "Company  Contributions  Account" shall mean the Account  maintained by the
Committee for each Participant that is credited with payments to the Plan by the
Company and any Participating Affiliate in accordance with Section 3.1 on behalf
of such Employee, together with the allocations thereto as required by the Plan.

     "Compensation"  shall mean a Participant's  earned income from salaries and
wages, as defined below, paid by the Company or a Participating Affiliate to the
Participant during the Plan Year,  subject to limitations  imposed by regulation
or law.

     (a) For purposes of this  definition,  "salaries and wages" means base pay,
plus  overtime,  discretionary  time off (which term includes  vacation and sick
time), shift  differentials and similar amounts,  annual cash bonus payments and
"cash sharing" bonus payments.

<PAGE>

     (b) For purposes of this  definition,  "Compensation"  will not include (1)
any amounts paid to an Eligible  Employee prior to the date on which he became a
Participant  pursuant  to  Section  2.1 or 2.3,  as  applicable;  (2)  severance
payments, commissions, and any cash (except annual cash bonus payments and "cash
sharing"  bonus  payments)  and  non-cash  amounts paid under or with respect to
incentive  programs;   (3)  amounts  from  auto  allowances,   move-related  pay
(including  relocation or other  expenses paid or reimbursed by the Company or a
Participating  Affiliate),   housing  allowances,   expatriate  cost  of  living
adjustments,  attributed pay, special awards, tuition  reimbursement,  dependent
subsidy,  forms of  imputed  income,  other  non-recurring  pay,  other  cash or
non-cash fringe benefits,  welfare benefits, and similar taxable and non-taxable
amounts;  (4)  contributions  to a plan of deferred  compensation  which are not
includible  in the  Participant's  gross  income for the  taxable  year in which
contributed,  or any  distributions  from a plan of deferred  compensation;  (5)
amounts  realized from the exercise of a  non-qualified  stock  option,  or when
restricted  stock (or property)  held by the  Participant  either becomes freely
transferable  or is no longer subject to a substantial  risk of forfeiture;  and
(6)  amounts  realized  from the sale,  exchange or other  disposition  of stock
acquired under an incentive stock option or other income related to stock option
activity.

     In addition,  Compensation shall include any amounts  contributed to a plan
qualifying under Section 401(k) of the Code as salary reduction contributions or
to a cafeteria  plan under Section 125 of the Code or, for Plan Years  beginning
after  December  31,  2000,  any amount  deferred  or  contributed  which is not
includible in gross income by reason of Section 132(f)(4) of the Code.

<PAGE>

     Notwithstanding  the  foregoing,   the  maximum  amount  of  an  Employee's
Compensation  which shall be taken into account under the Plan for any Plan Year
("Maximum  Compensation  Limitation")  shall  be (a)  $200,000  for  Plan  Years
beginning on or after January 1, 1989, and (b) $150,000 for Plan Years beginning
on or after January 1, 1994,  such  limitation  adjusted at the same time and in
the same manner as under  Sections  401(a)(17)  and 415(d) of the Code.  For any
Plan Year of fewer than twelve months, the Maximum Compensation Limitation shall
be reduced to the amount  obtained by multiplying  such limitation by a fraction
having a  numerator  equal  to the  number  of  months  in the  Plan  Year and a
denominator equal to twelve.

     "Compensation  Deferral  Account" shall mean the Account  maintained by the
Committee for each  Participant  that is to be credited with Company payments to
the Plan  attributable  to the  Participant's  Compensation  Deferrals  that are
credited to this  Account in  accordance  with Section  3.2,  together  with the
allocations thereto as required by the Plan.

     "Compensation  Deferrals"  shall mean an amount  contributed to the Plan by
the Company in lieu of being paid to a Participant as Compensation. Compensation
Deferrals shall be made under Compensation  reduction  arrangements between each
Participant  and the  Company  with  respect  to  Compensation  not yet  paid or
otherwise  available  to the  Participant  as of the  date of the  Participant's
election under the arrangement.  Section 3.2 contains the provisions under which
Compensation Deferrals may be made.

     "Disability" shall mean the total and permanent  incapacity,  as determined
by the Committee based on competent  medical advice,  of a Participant to render
substantial  services  to  the  Company  by  reason  of  a  mental  or  physical
disability.

     "Effective Date" of the Plan shall mean the date the Plan was
originally effective, January 1, 1980. The effective date of this amendment to
and restatement of the Plan shall be April 1, 2002, except as otherwise provided
herein.

<PAGE>

     "Eligible  Employee"  shall mean any Employee of the  Company;  except that
there shall be excluded:

     (a) all leased  employees  who are not  classified  by the Company,  in its
discretion,  as  employed by the Company or a  Participating  Affiliate  but who
provide  services  to  the  Company  or a  Participating  Affiliate  through  an
agreement between the Company or a Participating  Affiliate and any other person
(such a leased  employee  shall be excluded  regardless of whether he works on a
substantially  full-time  basis,  regardless of the period of his services,  and
regardless of who primarily directs or controls such services);

     (b) those Employees  covered by a collective  bargaining  agreement between
the Company and any collective bargaining  representative if retirement benefits
were the subject of good faith bargaining  between such  representative  and the
Company,  unless the  Employee is a member of a group of  employees  to whom the
Plan has been extended by such a collective bargaining agreement; and

     (c) Employees  who are  nonresident  aliens and  receive no United  States
source income.

     For purposes of this definition of "Eligible  Employee" and notwithstanding
any  other  provisions  of the  Plan to the  contrary,  individuals  who are not
classified by the Company, in its discretion, as employees under Section 3121(d)
of the Code  (including,  but not  limited  to,  individuals  classified  by the
Company as independent contractors and non-employee consultants) and individuals
who are classified by the Company, in its discretion, as employees of any entity
other  than the  Company  or a Related  Company  do not meet the  definition  of
Eligible  Employee and are ineligible  for benefits under the Plan,  even if the
classification by the Company is determined

<PAGE>

to be erroneous, or is retroactively revised. In the event the classification of
an individual who is excluded from the definition of Eligible Employee under the
preceding sentence is determined to be erroneous or is retroactively revised,
the individual shall nonetheless continue to be excluded from the definition of
Eligible Employee and shall be ineligible for benefits for all periods prior to
the date the Company determines its classification of the individual is
erroneous or should be revised. The foregoing sets forth a clarification of the
intention of the Company regarding participation in the Plan for any Plan Year,
including Plan Years prior to the adoption of this definition of "Eligible
Employee."

     "Eligibility Computation Period" shall mean

     (a) The  12-consecutive  month period commencing with the first day that an
Employee completes an Hour of Service for the Company or a Related Company;

     (b) The first  12-consecutive  month period  coinciding  with the Plan Year
which includes the first anniversary of the first day that an Employee completes
an Hour of Service for the Company or a Related Company; and

     (c) Succeeding 12-consecutive month periods coinciding with the Plan Year.

     Notwithstanding  the above, if an Employee completes more than 500 Hours of
Service  during  any such  Eligibility  Computation  Period  and  then  fails to
complete  more  than  500  Hours of  Service  during  a  subsequent  Eligibility
Computation  Period,  then  future  Eligibility  Computation  Periods  shall  be
measured  from the  first day that the  Employee  completes  an Hour of  Service
following  the  Eligibility  Computation  Period in which the  Employee has been
credited with not more than 500 Hours of Service.  In addition,  any  reemployed
individual  described in the preceding sentence who terminates  employment again
shall  measure  Eligibility  Computation  Periods  from the  date of  subsequent
reemployment  if no  Hours  of  Service  are  performed  during  an  Eligibility
Computation Period ending subsequent to the termination.

<PAGE>

     "Employee" shall mean every person who renders services to the Company or a
Related  Company  in the  status of an  "employee"  (as such term is  defined in
Section 3121(d) of the Code).


     "Employer  Matching  Contribution"  shall mean an amount contributed to the
Plan by the Company or by a  Participating  Affiliate in accordance with Section
3.3.

     "Employer Matching Contributions Account" shall mean the Account maintained
for a Participant  that is credited with payments to the Plan by the Company and
any  Participating  Affiliate in  accordance  with Section 3.3 on behalf of such
Participant, together with the allocations thereto as required by the Plan.

     "Employment"  shall mean that period of actual  service to the Company or a
Related Company as an Employee  following an Employee's  date of employment,  or
his most recent date of reemployment,  whichever is later. It shall also include
the following  period or periods of absence from actual  service if the Employee
was in the service of the Company or a Related  Company on the day prior to such
a period:

     (a) Service in the Armed Forces of the United  States or the Public  Health
Service of the United  States as a result of which such  Employee is entitled to
reemployment  rights from the Company pursuant to the provisions of Section 2021
et seq.  of Title 38 of the  United  States  Code,  provided  that the  Employee
returns to work within the time period specified in such provisions.

<PAGE>

     (b) Approved Absences,  vacation periods, and temporary layoffs for lack of
work.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

     "Fiduciary"  shall  mean all  persons  defined  in  Section  3(21) of ERISA
associated  in  any  manner  with  the  control,   management,   operation,  and
administration  of the Plan or the  assets of the Plan,  and such term  shall be
construed  as  including  the  term  "Named  Fiduciary"  with  respect  to those
Fiduciaries  named in the Plan or who are identified as Fiduciaries  pursuant to
procedures specified in the Plan.

     "Highly Compensated Employee" shall mean

     (a) Any  Employee  who  performs  services  for the  Company or any Related
Company who (1) was a 5% owner of the Company or any Related Company at any time
during the Plan Year or the preceding  Plan Year; or (2) for the preceding  Plan
Year,  received  compensation from the Company or a Related Company in excess of
$80,000  (as  adjusted  pursuant  to  Section  415(d)  of the  Code) and for the
preceding Plan Year was a member of the "top-paid group" for such year.

     (b) Any former  Employee who separated  from service (or was deemed to have
separated)  prior to the current  Plan Year,  who  performs no services  for the
Company or any Related  Company  during the current  Plan Year,  and who met the
description  in (a) above for either the year of his  separation or for any year
after he attained age 55.

     (c) The  top-paid  group for a Plan Year  shall  consist  of the top 20% of
Employees ranked on the basis of compensation received during the year excluding
Employees described in Section 414(q)(5) of the Code and Treasury Regulations

<PAGE>

thereunder. For purposes of this definition of "Highly Compensated Employee,"
"compensation" means compensation within the meaning of Section 415(c)(3) of the
Code, but including elective or salary reduction contributions to a cafeteria
plan, cash or deferred arrangement or tax-sheltered annuity and, for Plan Years
beginning after December 31, 2000, any amount deferred or contributed which is
not includible in gross income by reason of Section 132(f)(4) of the Code.

     (d) This definition of "Highly Compensated Employee" shall be effective for
Plan Years  beginning on or after  January 1, 1997,  except that for purposes of
determining  if an Employee  was a Highly  Compensated  Employee  in 1997,  this
definition will be treated as having been in effect in 1996.

     "Hour of Service"  shall mean an hour (a) for which an Employee is paid, or
entitled to payment,  for the performance of duties for the Company or a Related
Company;  (b) for which the  Employee  is paid or  entitled  to  payment  by the
Company or a Related  Company on account of a period  during which no duties are
performed  (irrespective of whether the employment  relationship has terminated)
due to holiday,  discretionary  time off (which term includes  vacation and sick
time), incapacity (including disability),  temporary layoff, jury duty, military
duty, or leave of absence; or (c) for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Company or a Related Company.

     The following additional rules shall apply in calculating Hours of Service:
(1) no more than 501 Hours of Service are required to be credited to an Employee
on account of any single  period  during which the Employee  performs no duties;
(2) an hour for which an Employee is directly or indirectly paid, or entitled to
payment,  on account of a period  during  which no duties are  performed  is not
required to be credited to the  Employee if such  payment is made or due under a
plan maintained solely for the purpose of complying with applicable

<PAGE>

worker's compensation, unemployment compensation, or disability insurance laws;
(3) Hours of Service are not required to be credited for a payment which solely
reimburses an Employee for medical or medically related expenses incurred by the
Employee; (4) a payment shall be deemed to be made by or due from a Company or a
Related Company regardless of whether such payment is made by or due from the
Company or a Related Company directly, or indirectly through, among others, a
trust fund, or insurer, to which the Company or a Related Company contributes or
pays premiums and regardless of whether contributions made or due to the trust
fund, insurer, or other entity are for the benefit of particular Employees or on
behalf of a group of Employees in the aggregate; (5) no more than one Hour of
Service shall be credited with respect to any hour of time.

     The  definition  of  "Hour of  Service"  set  forth  herein  shall  also be
construed  in  accordance  with,  and shall  include any  additional  periods of
service,  that may be required by  regulations  promulgated by the United States
Department of Labor. The hour of service rules stated in the Department of Labor
Regulations  Section   2530.200b-2(b)  and  -2(c)  are  herein  incorporated  by
reference.

     Notwithstanding the foregoing, for purposes of Section 3.1 Hours of Service
shall include only hours performed at the Company's work place or other location
designated by the Company.  In addition,  Hours of Service shall not include any
hour for which an  Employee  is paid  pursuant to a  termination  of  employment
agreement  in which the  Employee is paid for a period of time  during  which no
regular duties are performed and no regular hours of service are performed.

     "Investment  Fund" shall mean one of the funds established by the Committee
for the investment of the assets of the Plan pursuant to Section 3.8.

<PAGE>

     "Investment  Manager"  shall mean a Fiduciary  designated  by the Committee
under the Plan to whom has been  delegated the  responsibility  and authority to
manage,  acquire  or  dispose of Plan  assets  (a) who (1) is  registered  as an
investment adviser under the Investment  Advisers Act of 1940; (2) is a bank, as
defined  in that  Act;  or (3) is an  insurance  company  qualified  to  perform
investment  advisory services under the laws of more than one state; and (b) who
has  acknowledged  in  writing  that  he is a  Fiduciary  with  respect  to  the
management, acquisition, and control of Plan assets.

     "Normal Retirement Age" shall mean a Participant's 65th birthday.

     "One-Year  Break in  Service  Year"  shall  mean any Plan  Year in which an
Employee fails to complete more than 500 Hours of Service.  Notwithstanding  the
preceding  sentence  and solely for purposes of this  paragraph,  if an Employee
fails to complete more than 500 Hours of Service during a Plan Year by reason of
an absence that arises  because of her  pregnancy,  the birth or adoption of the
Employee's child (or child care for a period immediately following such birth or
adoption), such Employee shall not necessarily incur a One-Year Break in Service
Year;  rather,  the  Employee  shall be credited for such Plan Year with (a) the
Hours of Service for which the Employee would have received credit (but for such
absence),  if  determinable,  or (b) eight  Hours of Service per day during such
absence.  If a One-Year  Break in Service  Year would not occur in the Plan Year
that includes the beginning of such absence even in the absence of the preceding
sentence, the Employee shall receive credit for the hours specified under (a) or
(b) above in the Plan Year  immediately  following  the Plan Year in which  such
absence initially occurs solely to prevent the occurrence of a One-Year Break in
Service  Year in such Plan Year.  Notwithstanding  any other  provision  of this
paragraph,  any  Employee  shall  not be  credited  with  more than 501 Hours of
Service by reason of such absence.

<PAGE>

     "Participant"  shall mean any Eligible  Employee  who becomes  eligible for
participation in accordance with the provisions of the Plan.

     "Participating   Affiliate"  shall  mean  any  Related  Company  which,  by
resolution  of its board of directors  and with the  approval of the  Committee,
elects to  participate in the Plan. Any such  resolution of  participation  by a
Participating   Affiliate   may  modify   the   eligibility   requirements   for
participation in the Plan by an Employee of the Participating Affiliate, so long
as any such  modification  complies  with the Code and  ERISA.  By  electing  to
participate  in the Plan, a  Participating  Affiliate  agrees to be bound by any
Plan or Trust  amendment  adopted by resolution of the Board of Directors or the
Committee,  by the  written  instrument  of any  person  to whom  the  Board  of
Directors or the Committee has delegated its authority to adopt the amendment or
by any other method of amendment  permitted  under the Plan. If a  Participating
Affiliate ceases to be a Related Company,  except by merger with its parent, the
employment of each Employee of the  Participating  Affiliate  shall be deemed to
have terminated for purposes of the Plan, except to any extent any such Employee
is required  by law to  continue to be treated  under the Plan as an Employee of
the Company.

     "Plan"  shall mean the IGT Profit  Sharing  Plan set forth  herein,  now in
effect or hereafter amended.

     "Plan  Year"  shall  mean the  twelve-consecutive  month  period  ending on
December 31. The Plan Year shall be the limitation  year for purposes of Section
415 of the Code.

     "Related  Company" shall mean (a) each  corporation  which is a member of a
controlled  group of corporations  (within the meaning of Section 1563(a) of the
Code,  determined without regard to Section 1563(a)(4) and (e)(3)(C) thereof) of
which the Company is a component member, (b) each entity (whether or not

<PAGE>

incorporated) which is under common control with the Company, as such common
control is defined in Section 414(c) of the Code and Regulations issued
thereunder, (c) any organization which is a member of an affiliated service
group (within the meaning of Section 414(m) of the Code) of which the Company or
a Related Company is a member, (d) any organization which is required by
regulations issued under Section 414(o) of the Code to be treated as a Related
Company, and (e) in the case of an employee of a "leasing organization" who
constitutes a "leased employee" (as such terms are defined in Section 414(n) of
the Code) with respect to the Company or Related Company, any leasing
organization. For the purposes of Article IV of the Plan the phrase "more than
50 percent" shall be substituted for the phrase "at least 80 percent" each place
it appears in Section 1563(a)(1) of the Code. The term "Related Company" shall
also include each predecessor employer to the extent required by Section 414(a)
of the Code. Notwithstanding the foregoing, an organization shall not be
considered a Related Company for any purpose under the Plan prior to the date it
is considered affiliated under clauses (a) through (d) above.

     "Rollover Account" shall mean the Account maintained for a Participant that
is credited with the amount,  if any,  received by the Plan in  accordance  with
Section 3.4 as an "Eligible Rollover Distribution" pursuant to Section 402(c) of
the  Code,  as  defined  in  Section  6.7 of  the  Plan  (or,  with  respect  to
distributions prior to January 1, 1993, a rollover  contribution,  as defined in
Section  402(a)(5)  of the  Code),  together  with the  allocations  thereto  as
required by the Plan.

     "Trust"  shall  mean the  trust  which is  established  to hold and  invest
contributions under the Plan.

     "Trustee" (or  "Trustees,"  if more than one is appointed and acting) shall
mean the trustee or trustees, whether original or successor, appointed under the
Trust.

<PAGE>

     "Year of Eligibility  Service" means each  Eligibility  Computation  Period
during which the Employee is credited with at least 1,000 Hours of Service.

     "Year of Vesting  Service"  shall mean a Plan  Year,  excluding  Plan Years
commencing  before the Plan Year in which the  Employee  attains age 18,  during
which an Employee is credited with at least 1,000 Hours of Service.

<PAGE>


                                   ARTICLE II
                                  PARTICIPATION


2.1      Eligibility Requirements.
         ------------------------
     (a) Provided he is then an Eligible  Employee and has attained age 18, each
Eligible Employee shall become a Participant in the Plan on the first day of the
first payroll  period  coinciding  with or next following the earlier of (1) his
completion of one Year of  Eligibility  Service or (2) his completion of 90 days
of continuous employment as a full-time Employee.

     (b) Notwithstanding subsection(a), an Eligible Employee may not participate
with respect to  allocations of Employer  Contributions  under Section 3.1 until
the January 1 of the Plan Year in which the later of the following occurs:

         (1)  his completion  of one  Year of  Eligibility  Service,
         (2)  the date he  becomes  an Eligible  Employee,  and
         (3)  his  attainment  of age  18.

     (c) Notwithstanding subsection (a), but subject to subsection (b) and
Section 3.1(b) with respect toallocations under Section 3.1, an Eligible
Employee who is classified by the Company, in its sole discretion, as an
"intern" shall become a Participant in the Plan on the first day of the first
payroll period coinciding with or next following the earlier of: (1) his
completion of one Year of Eligibility Service or (2) his completion of 90 days
of continuous employment as an Employee; provided he is then an Eligible
Employee and has attained age 18.

2.2      Participation.

         --------------
     Participation of a Participant shall commence as of the appropriate date
specified in Section 2.1 or 2.3, as applicable,  and shall  continue  during the
Participant's Employment with the Company and until the occurrence of a Break in
Employment or until the Participant is no longer an Eligible Employee.

<PAGE>

     An Eligible  Employee on Approved  Absence  shall not become a  Participant
until the end of his  Approved  Absence;  but a  Participant  who is on Approved
Absence  shall  continue  as a  Participant  during the  period of his  Approved
Absence.

         Notwithstanding any other provision of the Plan to the contrary,
effective as of December 12, 1994, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.

2.3      Reemployment.
         ------------
     (a) An Eligible Employee who has met the eligibility requirements described
in  Section  2.1,  but who  incurs a Break in  Employment  prior to  becoming  a
Participant  and is later  reemployed  as an Eligible  Employee  shall  become a
Participant as of the later of (1) the date set forth in Section 2.1(a) on which
he could  participate  or (2) the date of  reemployment;  provided that he is an
Eligible Employee on such date.

     (b) A Participant who incurs a Break in Employment and is later  reemployed
as  an  Eligible  Employee  shall  resume  participation  immediately  upon  his
reemployment.

2.4      Designation of Beneficiary.
         --------------------------
     Upon forms provided by the Committee,  each Eligible Employee who becomes a
Participant  shall  designate in writing the Beneficiary or  Beneficiaries  whom
such  Employee  desires to receive any  benefits  payable  under the Plan in the
event of such  Employee's  death. A Participant may from time to time change his
designated  Beneficiary or Beneficiaries without the consent of such Beneficiary
or  Beneficiaries  by filing a new  designation in writing with the Committee or
its delegate.  However,  if a married  Participant  wishes to designate a person
other than his spouse as Beneficiary,  such designation shall be consented to in
writing  by the  spouse,  which  consent  shall  acknowledge  the  effect of the
designation and be witnessed by a Plan representative or a notary

<PAGE>

public. The Participant may change any election designating a Beneficiary or
Beneficiaries without any requirement of further spousal consent if the spouse's
consent so provides. Notwithstanding the foregoing, spousal consent shall be
unnecessary if it is established (to the satisfaction of a Plan representative)
that there is no spouse or that the required consent cannot be obtained because
the spouse cannot be located, or because of other circumstances prescribed by
Treasury Regulations. The Company, the Committee and the Trustee may rely upon a
Participant's designation of Beneficiary or Beneficiaries last filed in
accordance with the terms of the Plan. Upon the dissolution of marriage of a
Participant, any designation of the Participant's former spouse as a Beneficiary
shall be treated as though the Participant's former spouse had predeceased the
Participant, unless (a) the Participant executes another Beneficiary designation
that complies with this Section 2.4 and that clearly names such former spouse as
a Beneficiary, or (b) a court order presented to the Committee prior to
distribution on behalf of the Participant explicitly requires the Participant to
continue to maintain the former spouse as the Beneficiary. In any case in which
the Participant's former spouse is treated under the Participant's Beneficiary
designation as having predeceased the Participant, no heirs or other
beneficiaries of the former spouse shall receive benefits from the Plan as a
Beneficiary of the Participant except as provided otherwise in the Participant's
Beneficiary designation.

2.5      Designation of Investments.
         --------------------------
     (a) Subject to the  restrictions  contained herein and in Section 3.8, each
Participant  shall designate in a manner  prescribed by the Committee (which may
include a designation  through  electronic media in accordance with Section 2.6)
how the  contributions  allocated  to his  Accounts  are to be  invested  in the
respective Investment Funds. Any Participant who does not so notify the

<PAGE>

Committee of his initial choice of Investment Fund(s) shall be deemed to have
elected the "default" Investment Fund selected by the Committee in accordance
with Section 3.8.

     (b) Each  Participant  may change the designation for the investment of new
contributions,  as well as of any percentage of the balance of his Accounts,  in
accordance with Section 3.8.

     (c) A former  Participant  who has  elected  to defer  distribution  of his
Accounts may continue to designate the investment of the amounts credited to his
Accounts in accordance with this Section 2.5 and Section 3.8.

2.6      Electronic Media.
         ----------------
     (a) The Committee may require or permit Participant (or Beneficiary, as the
context may require)  elections  and/or  consents  under this Plan to be made by
means of such electronic media as the Committee may prescribe.

     (b) Unless  otherwise  permitted  under  ERISA and the Code or  regulations
promulgated thereunder,  the provisions of this Section 2.6 shall not affect the
requirement  that  Beneficiary  designations  be in writing in  accordance  with
Section 2.4 and that hardship  distribution requests be in writing in accordance
with Section 6.2.

     (c) A Participant's  consent to  distribution,  request for a withdrawal or
loan, or other form of election permitted by electronic media under this Plan or
by the Committee,  together with the cashing of any check subsequently issued by
this Plan  (whether  or not  endorsed),  shall  constitute  written  consent for
purposes of this Plan  (including,  without  limitation and in the case of loans
under  Section  9.11,  agreement  to the  terms  of the  loan  and  the  related
promissory note), the Code (including,  without limitation,  Section 411(a)(11),
and ERISA (including, without limitation, Section 203(e)).

     (d) Reasonable  efforts will be used to process  electronic  media consents
and elections made under this Plan.  Notwithstanding  the preceding  sentence or
anything else in this Plan to the contrary, neither the Company, the

<PAGE>

Committee, the Trustee nor any other person guarantees that any consent or
election will be so processed. The Committee may adopt new or alternative rules
for electronic media consents and elections as it deems appropriate in its sole
and complete discretion (including, without limitation, eliminating any
electronic media system and re-implementing a requirement of written forms,
establishing the effective date and the notice date for any type of consent or
election and limiting the number of any particular elections that may be made by
a Participant during any specified period). In order to be effective, each
consent and/or election must be made on such other rules as the Committee may
prescribe.


<PAGE>

                                   ARTICLE III

                                  CONTRIBUTIONS


3.1      Discretionary Company Contributions.
         -----------------------------------
     (a) Permissible  Amount of Company  Contributions.  The  Company  and each
participating  Affiliate  shall  contribute  to the Trust  for each  Plan  Year,
beginning with the first Plan Year, such amounts as the Board of Directors shall
determine in its sole  discretion.  The Board of Directors may determine for any
particular  Plan Year that there  shall be one Company  Contribution  allocation
formula for that year that applies with respect to all eligible  Participants in
that year, or that there shall be multiple allocation formulas for that year. If
multiple  allocation  formulas are used, each separate allocation formula may be
established by the Board of Directors based on such factors as it deems relevant
and, without limitation, may be based on an employer, division, or business unit
basis;  provided  (1)  that  each  Participant  shall  be  covered  by only  one
allocation formula for each year, and (2) that each separate  allocation formula
shall  constitute a "component  plan" within the meaning of Treasury  Regulation
Section  1.401(a)(4)-9(c)  and each such component plan shall separately satisfy
the  requirements of Section 410(b) of the Code as contemplated by that Treasury
Regulation.  Notwithstanding the foregoing, contributions under this Section 3.1
shall be subject to any applicable limitations of Articles III and IV.


     (b) Allocation of Company  Contributions.  Company  Contributions  shall be
allocated  as of the  Anniversary  Date for the Plan Year with  respect to which
such Company  Contribution is made to the Company  Contribution  Account of each
Participant  who satisfies  the  requirements  of Section  2.1(b) and all of the
following requirements:


          (1) the Participant  must have been an Eligible  Employee at some time
     during the Plan Year with respect to which the contribution is being made;

<PAGE>

          (2) the  Participant  must  have  completed  at least  1,000  Hours of
     Service  during  the Plan Year with  respect to which the  contribution  is
     being made; and

          (3) the  Participant  must have been an Eligible  Employee on the last
     day of the Plan Year with respect to which the  contribution is being made;
     or must have died,  retired (at age 65) or became  Disabled during the Plan
     Year with respect to which the contribution is being made.

     Severance and settlement of employment  contract payments do not extend the
date on  which a  Participant  ceases  to be an  Employee  beyond  the  last day
physically present.

     Except as  provided  in the next  sentence,  the amount  allocated  to each
Participant  who is  eligible  for an  allocation  is that  portion of the total
allocable Company Contribution that the Participant's  Compensation for the Plan
Year with  respect  to which the  contribution  is being made bears to the total
Compensation  of all such  Participants  for the Plan Year with respect to which
the contribution is being made. If multiple  allocation  formulas are used for a
Plan Year,  the amount  allocated  to each  Participant  covered by a particular
allocation  formula who is eligible  for an  allocation  is that  portion of the
total allocable  Company  Contribution  under that  particular  formula that the
Participant's  Compensation  for  the  Plan  Year  with  respect  to  which  the
contribution is being made bears to the total  Compensation of all such eligible
Participants covered by that particular formula.

     Unless  otherwise  provided by the Board of  Directors  with respect to the
contribution  pursuant to Section  3.1(a) for a particular  Plan Year,  the term
"Compensation" for purposes of this Section 3.1(b) is used as defined in Section
1.2 but excludes  annual cash bonus payments and "cash sharing" bonus  payments.
The  Company  Contribution  made by the Company or any  Participating  Affiliate
shall be allocated to the Participants employed by such Company or Participating
Affiliate, respectively.

<PAGE>

3.2      Compensation Deferrals.
         ----------------------
     (a) Election to Defer. The Company,  subject to any applicable  limitations
contained  in Articles III and IV,  shall  contribute  to the Plan the amount of
Compensation Deferrals agreed to between the Company and the Participants.  Each
Participant may elect Compensation  Deferrals in 1% increments and in the manner
prescribed by the Committee, of up to 15% of the Participant's  Compensation.  A
Participant's  election to commence Compensation Deferrals shall be effective at
the time established by the Committee,  but no earlier than the first day of the
first payroll period commencing after the Committee's  receipt of such election.
The  Committee may require or permit  elections by means of electronic  media in
accordance  with Section 2.6 and may adopt rules  establishing  the specific pay
periods  for  which  Compensation  Deferrals  may  be  made.  The  Participant's
Compensation shall be reduced by the amount of his Compensation Deferrals, which
shall be credited to the Participant's  Compensation Deferral Account, and shall
be made in accordance  with rules  established by the Committee.  Subject to the
above  maximum 15%  limitation,  the Committee  may adopt rules  specifying  the
maximum and/or minimum  Compensation  Deferrals,  either as dollar or percentage
amounts.

     (b) Change in  Percentage  or  Suspension  of  Compensation  Deferrals.  A
Participant's   Compensation   Deferral   percentage   will  remain  in  effect,
notwithstanding  any change in  Compensation,  until the  Participant  elects to
change the percentage. A Participant may elect at any time to suspend, change or
resume  Compensation  Deferrals,  provided  he makes an  election  in the manner
prescribed by the  Committee.  The Committee may require or permit  elections by
means of  electronic  media in  accordance  with Section 2.6 and may adopt rules
specifying the frequency  with which  elections may be changed and the effective
times of such change  elections.  After the Committee  receives a  Participant's
election to suspend,  change or resume  Compensation  Deferrals,  such  election
shall be  effective no earlier  than the first day of the first  payroll  period
following the Committee's receipt of such election.

<PAGE>

     (c) Status of Compensation  Deferrals. To make Compensation Deferrals under
this Section 3.2, the Company will reduce the Participant's  Compensation in the
amount  authorized by the  Participant  and make a  contribution  to the Trustee
equal to such  reduction  as of the  earliest  date on  which  such  amount  can
reasonably be segregated from the Company's general assets;  provided,  however,
that such contribution shall be made no later than the fifteenth business day of
the month  following  the date on which such amount  would  otherwise  have been
payable to the  Participant in cash, or as of such earlier or later date (in the
case of any  available  extensions  of time) as may be required or  permitted by
regulations issued pursuant to ERISA.  Compensation Deferrals constitute Company
contributions   under  the  Plan  and  are   intended  to  qualify  as  elective
contributions under Code Section 401(k).

     (d) General  Limitations on Compensation  Deferrals.  As of the last day of
the Plan Year, the Committee  shall  determine
the amount of Compensation  Deferrals in excess of those permitted under Section
3.6 of the  Plan,  and  any  excess  shall  be  distributed  to the  Participant
responsible  for  the  excess  Compensation   Deferral.

3.3      Employer  Matching Contributions.
         ---------------------------------
     (a) Amount of Employer  Matching  Contribution.  Subject to the limitations
contained  in  Articles  III and IV, for each Plan Year the  Company may make an
Employer  Matching  Contribution  to the Plan in an amount as is  determined  by
applying a formula to the Compensation  Deferrals made during the Plan Year. The
formula  for  the  Company  shall  be  established  each  year by its  Board  of
Directors. The formula may, by way of example and not of limitation, contain the
following  components:

<PAGE>

          (1) A specific percentage of Compensation Deferrals for which Employer
     Matching Contributions shall be made; and

          (2) The maximum Employer Matching Contribution which shall be made for
     any  Participant.   The  maximum  may  be  expressed  as  a  percentage  of
     Compensation, a dollar limit (which, for any class of Participants,  may be
     zero),  a percentage  of  Compensation  Deferrals or in some other  fashion
     determined by the Board of Directors.

     The Company shall pay to the Trustee the Employer Matching Contribution for
any Plan Year within the time prescribed by law,  including  extensions of time,
for the filing of the  Company's  federal  income  tax return for the  Company's
taxable  year  ending  with or within  the Plan  Year to which the  contribution
relates.

     (b) Allocation of Employer  Matching  Contributions.  The Employer Matching
Contributions  for any Plan Year shall be  allocated  to the  Employer  Matching
Contributions  Account  maintained  for the  Participant  on  behalf of whom the
contribution under Section 3.3(a) was made.


3.4      Rollover Contributions.
         ----------------------

     (a) An  Eligible  Employee  (regardless  of  whether he has  satisfied  the
participation  requirements  of  Section  2.1 or  2.3,  as  applicable)  who has
received an Eligible Rollover Distribution (as defined in Section 6.7(b)) from a
plan  which  meets the  requirements  of  Section  401(a)  of the Code  may,  in
accordance  with  procedures   approved  by  the  Committee,   make  a  rollover
contribution  of the  distribution  received  from the other  plan to the Trust;
provided that the distribution is eligible for rollover  treatment and exclusion
from the gross income of the  Participant  in accordance  with Section 402(c) of
the Code. Any rollover contribution must be made in cash.

<PAGE>

     (b) The  Committee  shall  develop  such  procedures,  and may require such
information from an Employee desiring to make such a rollover  contribution,  as
it  deems  necessary  or  desirable  to  determine  that the  proposed  rollover
contribution  will meet the  requirements  of this Section 3.4. Upon approval by
the Committee,  the amount contributed shall be deposited in the Trust and shall
be credited to an account which shall be referred to as the "Rollover  Account."
Such account  shall be 100% vested in the  Eligible  Employee and shall share in
income  allocations  as  provided  in the Plan,  but shall not share in  Company
contribution  allocations.  Upon termination of employment,  the total amount of
the Employee's  Rollover Account shall be distributed in accordance with Article
VI.

     (c) Upon such a rollover  contribution by an Eligible  Employee who has not
yet  completed  the  participation  requirements  of Section 2.1 (or 2.3, if the
Eligible  Employee  had  no  other  interest  in  the  Plan  upon  his  date  of
reemployment),  his Rollover  Account  shall  represent his sole interest in the
Plan until he becomes a Participant.

3.5      Section  402(g) Limit on  Compensation Deferrals.
         -------------------------------------------------
     (a) Compensation Deferrals made on behalf of any Participant under the Plan
and all other  plans(which  are described in Section  3.5(c))  maintained by the
Company or a Related Company shall not exceed the limitation  under Code Section
402(g)(1) for the taxable year of the  Participant,  as adjusted  annually under
Section  402(g)(5)  of the Code,  and shall be effective as of January 1 of each
calendar year.

     (b) In the event that the dollar limitation  provided for in Section 3.5(a)
is exceeded,  the  Participant is deemed to have requested a distribution of the
excess  amount by the first  March 1  following  the close of the  Participant's
taxable year, and the Committee  shall  distribute  such excess amount,  and any
income  allocable to such  amount,  to the  Participant  by the first April 15th
thereafter.  In determining  the excess amount  distributable  with respect to a
Participant's taxable year, excess Compensation Deferrals previously distributed
for the Plan Year  beginning  with or within such  taxable year shall reduce the
amount otherwise distributable under this Paragraph (b).

<PAGE>

     (c) In the event that a Participant  is also a  participant  in (1) another
qualified cash or deferred arrangement as defined in Section 401(k) of the Code,
(2) a simplified  employee pension, as defined in Section 408(k) of the Code, or
(3) a salary reduction arrangement,  within the meaning of Section 3121(a)(5)(D)
of the Code, and the elective deferrals,  as defined in Section 402(g)(3) of the
Code, made under such other  arrangement(s) and the Plan cumulatively exceed the
dollar limit under  Section  3.5(a) for such  Participant's  taxable  year,  the
Participant may, not later than March 1 following the close of his taxable year,
notify the Committee in writing of such excess and request that the Compensation
Deferrals made on his behalf under the Plan be reduced by an amount specified by
the  Participant.  The Committee may then determine to distribute such excess in
the same manner as provided in Section 3.5(b).

3.6      Section  401(k)  Limitations  on  Compensation Deferrals.
         ---------------------------------------------------------

     (a) The Committee will estimate,  as soon as practical  before the close of
the  Plan  Year  and at such  other  times as the  Committee  in its  discretion
determines,  the extent, if any, to which Compensation  Deferral treatment under
Section  401(k) of the Code may not be available to any  Participant or class of
Participants. In accordance with any such estimate, the Committee may modify the
limits in Section  3.2(a),  or set initial or interim limits,  for  Compensation
Deferrals relating to any Participant or class of Participants.  These rules may
include  provisions  authorizing  the  suspension  or reduction of  Compensation
Deferrals above a specified dollar amount or percentage of Compensation.

<PAGE>

     (b) For each Plan Year, an actual  deferral  percentage  will be determined
for each Participant equal to the ratio of the total amount of the Participant's
Compensation  Deferrals allocated under Section 3.2(a) for the Plan Year divided
by the Participant's Compensation in the Plan Year. For purposes of this Section
3.6,  the  Company,  in its sole  discretion,  may  treat all or any part of its
Employer  Matching   Contributions  as  Compensation  Deferrals  to  the  extent
permitted   by  Treasury   Regulations.   For  purposes  of  this  Section  3.6,
"Compensation"  shall meet the  requirements  of Section  414(s) of the Code and
Treasury  Regulations  issued  thereunder and shall,  effective January 1, 1997,
include elective or salary  reduction  contributions to a cafeteria plan or cash
or deferred  arrangement  other than a tax-sheltered  annuity under Code Section
403(b)  and,  for Plan Years  beginning  after  December  31,  2000,  any amount
deferred or  contributed  which is not  includible  in gross income by reason of
Section 132(f)(4) of the Code. An Employee's Compensation taken into account for
this  purpose  shall be limited to  Compensation  received  during the Plan Year
while the  Employee  is a  Participant.  Except as  otherwise  provided  in this
Section  3.6(b),  with  respect to  Participants  who have made no  Compensation
Deferrals under the Plan, such actual deferral percentage will be zero.

     (c) The average of the actual deferral  percentages for Highly  Compensated
Employees  in any Plan Year  beginning  on or after  January  1, 1997 (the "High
Average") when compared with the average of the actual deferral  percentages for
non-Highly  Compensated Employees in the preceding Plan Year (the "Low Average")
must meet one of the following requirements:

          (1) The High Average is no greater than 1.25 times the Low Average; or

          (2) The High Average is no greater than two times the Low Average, and
     the High  Average is no greater  than the Low Average  plus two  percentage
     points.

     (d) If, at the end of a Plan Year, a Participant  or class of  Participants
has  excess  Compensation  Deferrals,  then  the  Committee  may  elect,  at its
discretion,  to pursue any of the following courses of action or any combination
thereof:

<PAGE>

          (1)  Excess  Compensation  Deferrals,  and any  earnings  attributable
     thereto through the last day of the Plan Year for which the excess occurred
     (but not  including  earnings for the "gap period"  between the end of such
     Plan  Year  and  the  date  of  distribution),  may be  distributed  to the
     Participant  (as set forth in  subsection  (e)),  within 2-1/2 month period
     following  the  close of the Plan  Year to which  the  excess  Compensation
     Deferrals relate to the extent feasible, but in all events no later than 12
     months  after the close of such Plan  Year.  Any such  excess  Compensation
     Deferrals  distributed  from the Plan with respect to a  Participant  for a
     Plan Year shall be reduced by any  amount  previously  distributed  to such
     Participant under Section 3.5(b) for the Participant's  taxable year ending
     with or within such Plan Year.

          (2) Any such excess Compensation  Deferrals  distributed from the Plan
     with  respect  to a  Participant  for a Plan Year  shall be  reduced by any
     amount previously  distributed to such Participant under Section 3.5(b) for
     the Participant's taxable year ending with or within such Plan Year.

          (3)  The   Committee  may  authorize  a  suspension  or  reduction  of
     Compensation  Deferrals  made  pursuant to Section 3.2 in  accordance  with
     rules  promulgated  by the  Committee.  These rules may include  provisions
     authorizing the suspension or reduction of  Compensation  Deferrals above a
     specified dollar amount or percentage of Compensation.

          (4) The Company,  in its  discretion,  may make a contribution  to the
     Plan,  which will be allocated as a fixed dollar  amount among the Accounts
     of some or all  non-Highly  Compensated  Employees  (as  determined  by the
     Company)  who  have  met  the  requirements  of  Section  2.1  or  2.3,  as
     applicable.  Such contributions  shall be fully (100%) vested at all times,
     and shall be subject to the withdrawal restrictions which are applicable to
     Compensation  Deferrals.  Such contributions shall be considered "Qualified
     Non-Elective Contributions" under applicable Treasury Regulations.

<PAGE>

     (e) Excess Compensation  Deferrals for the Plan Years beginning on or after
January 1, 1997 will be  determined  by the  Committee in  accordance  with this
Section 3.6(e).  The Committee shall calculate a tentative  reduction  amount to
the  Compensation  Deferrals  of the  Highly  Compensated  Employee(s)  with the
highest  actual  deferral  percentage  equal  to the  amount  which,  if it were
actually  reduced,  would enable the Plan to meet the limits in (c) above, or to
cause the actual deferral  percentage of such Highly Compensated  Employee(s) to
equal the actual deferral percentage of the Highly Compensated  Employee(s) with
the next-highest actual deferral  percentage,  and the process shall be repeated
until  the  limits  in (c)  above are  satisfied.  The  aggregate  amount of the
tentative   reduction  amounts  in  the  preceding   sentence  shall  constitute
"Refundable  Contributions."  The  entire  aggregate  amount  of the  Refundable
Contributions shall be refunded to Highly Compensated Employees (as set forth in
subsection  (d)(i)).  The  amount  to be  refunded  to each  Highly  Compensated
Employee (which shall  constitute his excess  Compensation  Deferrals)  shall be
determined as follows: (1) the Compensation  Deferrals of the Highly Compensated
Employee(s)  with the highest dollar amount of  Compensation  Deferrals shall be
refunded to the extent that there are Refundable  Contributions or to the extent
necessary to cause the dollar  amount of  Compensation  Deferrals of such Highly
Compensated  Employee(s) to equal the dollar amount of Compensation Deferrals of
the Highly Compensated Employee(s) with the next-highest Compensation Deferrals,
and (2) the process in the  foregoing  clause shall be repeated  until the total
amount of Compensation  Deferrals refunded equals the total amount of Refundable
Contributions.  The earnings attributable to excess Compensation  Deferrals will
be determined in accordance with Treasury Regulations. The Committee will not be
liable to any  Participant  (or his  Beneficiary,  if applicable) for any losses
caused by inaccurately estimating or calculating the amount of any Participant's
excess  Compensation  Deferrals and earnings  attributable  to the  Compensation
Deferrals.

<PAGE>

     (f) If the Committee  determines that an amount to be deferred  pursuant to
the election  provided in Section 3.2 would cause  Company  contributions  under
this and any other  tax-qualified  retirement  plan maintained by any Company to
exceed the  applicable  deduction  limitations  contained  in Section 404 of the
Code, or to exceed the maximum  Annual  Addition  determined in accordance  with
Article IV, the Committee may treat such amount in accordance  with the rules in
Section 3.6(d)(3).

     (g) In the discretion of the Committee, the tests described in this Section
3.6 may be applied by aggregating  the Plan with any other defined  contribution
plans  permitted  under the Code. For purposes of  determining  whether the Plan
satisfies the requirements of this Section 3.6, all  Compensation  Deferrals and
elective  contributions  under any other Plan maintained by the Company which is
aggregated  with the Plan for  purposes of Section  401(a) or 410(b) of the Code
(other than Section  410(b)(2)(A)(ii))  are to be treated as made under a single
plan. Furthermore, if two or more plans are permissively aggregated for purposes
of the test  described  in this  Section  3.6,  the  aggregated  plans must also
satisfy Code Sections 401(a)(4) and 410(b) as though they were a single plan.

  3.7    Section 401(m)Limitations  on Employer  Matching  Contributions.
         ----------------------------------------------------------------

     (a) The Committee will estimate, as soon as practical,  before the close of
the  Plan  Year  and at such  other  times as the  Committee  in its  discretion
determines, the extent, if any, to which Employer Matching Contributions may not
be  available to any  Participant  or class of  Participants  under Code Section
401(m).  In  accordance  with any such  estimate,  the  Committee may modify the
percentages in Section 3.3 or set initial or interim  limits or percentages  for
Employer  Matching  Contributions  relating  to  any  Participant  or  class  of
Participants.  After determining the amount of excess Compensation Deferrals, if
any,  under  subsections  3.6,  the  Committee  shall  determine  the  aggregate
contribution percentage under (b) below.

<PAGE>

     (b) For each Plan Year, a  contribution  percentage  will be determined for
each  Participant  equal to the ratio of the total  amount of the  Participant's
Employer  Matching  Contributions  allocated under Section 3.3 for the Plan Year
divided by the Participant's  Compensation in the Plan Year. For purposes of the
preceding sentence,  the Company,  in its sole discretion,  may treat all or any
part  of its  Company  Contributions  and  Compensation  Deferrals  as  Employer
Matching  Contributions to the extent permitted by Treasury Regulations.  Except
as  otherwise  permitted by the Code or Treasury  Regulations,  any such Company
Contributions that are treated as Employer Matching  Contributions  shall not be
treated as Compensation  Deferrals for purposes of Section 3.6(b). To the extent
Compensation  Deferrals  are  treated as  Employer  Matching  Contributions  for
purposes of this Section 3.7, the Plan must satisfy  Section 3.6(b) by excluding
such amounts from  Compensation  Deferrals.  Furthermore,  any Employer Matching
Contributions or Company Contributions  treated as Compensation  Deferrals under
Section  3.6(b)  shall not be used to satisfy the  requirements  of this Section
3.7(b),  except as otherwise permitted by the Code or Treasury  Regulations.  In
the case of any  Participant  who is a Highly  Compensated  Employee  and who is
eligible to participate in one or more other defined  contribution  plans of the
Company or a Related Company to which Employer Matching  Contributions are made,
the  contribution  percentage  shall be determined by treating the Plan and such
other  plans  (other  than  those  which may not be  aggregated  under  Treasury
Regulations) as a single plan. For purposes of this Section 3.7,  "Compensation"
shall  meet  the  requirements  of  Section  414(s)  of the  Code  and  Treasury
Regulations  issued  thereunder and shall,  effective  January 1, 1997,  include
elective  or  salary  reduction  contributions  to a  cafeteria  plan or cash or

<PAGE>

deferred  arrangement  other than a  tax-sheltered  annuity  under Code  Section
403(b)  and,  for Plan Years  beginning  after  December  31,  2000,  any amount
deferred or  contributed  which is not  includible  in gross income by reason of
Section 132(f)(4) of the Code. An Employee's Compensation taken into account for
this  purpose  shall be limited to  Compensation  received  during the Plan Year
while the  Employee  is a  Participant.  Except as  otherwise  provided  in this
Section  3.7(b),  with respect to  Participants  for whom there were no Employer
Matching  Contributions  under the Plan,  such  contribution  percentage will be
zero.

     (c) The  average of the  contribution  percentages  for Highly  Compensated
Employees  in any Plan Year  beginning  on or after  January  1, 1997 (the "High
Average")  when compared with the average of the  contribution  percentages  for
non-Highly  Compensated Employees in the preceding Plan Year (the "Low Average")
must meet one of the following requirements:

          (1) The High Average is no greater than 1.25 times the Low Average; or

          (2) The High Average is no greater than two times the Low Average, and
     the High  Average is no greater  than the Low Average  plus two  percentage
     points.

     (d) If, at the end of a Plan Year, the  contribution  percentage for Highly
Compensated  Employees exceeds the limits established in (c), then the Committee
may elect, at its discretion,  to pursue any of the following  courses of action
or any combination thereof:

          (1)  Excess  Employer   Matching   Contributions   (and  any  earnings
     attributable thereto through the end of the Plan Year) may be forfeited.

          (2)  Excess  Employer   Matching   Contributions   (and  any  earnings
     attributable  thereto  through the end of the Plan Year) may be distributed
     to the Participant within the 2-1/2 month period following the close of the
     Plan Year to the extent feasible, and in all events no later than 12 months
     after the close of Plan Year.

<PAGE>

     (e) Notwithstanding  the foregoing,  the conditions in this Section 3.7(e)
must  be met  if  there  are  Employer  Matching  Contributions  allocated  to a
Participant  which are  attributable  to  excess  Compensation  Deferrals  under
Section 3.5 or 3.6. In such case, such Employer Matching Contributions shall not
be allocated to the Account of any Participant who had excess Employer  Matching
Contributions in such Plan Year. In addition,  Employer  Matching  Contributions
remaining in the Plan allocated to the Participant after satisfying  Section 3.7
cannot  exceed the amount which may be allocated  under  Section 3.3 when taking
into  account  only those  Compensation  Deferrals  remaining  in the Plan after
satisfying  Sections  3.5,  3.6,  and 3.7.  Any such  excess  Employer  Matching
Contributions  (and  earnings   attributable   thereto)  must  be  forfeited  or
distributed pursuant to this Section 3.7.

     (f) Excess Employer  Matching  Contributions for Plan Years beginning on or
after January 1, 1997 shall be  determined  by the Committee in accordance  with
this Section 3.7(f). The Committee shall calculate a tentative  reduction amount
to  the  Employer  Matching  Contributions  made  with  respect  to  the  Highly
Compensated  Employee(s) with the highest  contribution  percentage equal to the
amount  which,  if it were actually  reduced,  would enable the Plan to meet the
limits in (c) above,  or to cause the  contribution  percentage  of such  Highly
Compensated  Employee(s)  to equal the  actual  contribution  percentage  of the
Highly Compensated  Employee(s) with the next-highest  contribution  percentage,
and the process shall be repeated  until the limits in (c) above are  satisfied.
The  aggregate  amount  of the  tentative  reduction  amounts  in the  preceding
sentence  shall  constitute  "Refundable  Matching  Contributions."  The  entire
aggregate amount of the Refundable  Matching  Contributions shall be refunded to
Highly  Compensated  Employees.  The  amount  to  be  refunded  to  each  Highly
Compensated  Employee  (which  shall  constitute  his excess  Employer  Matching
Contributions)  shall  be  determined  as  follows:  (1) the  Employer  Matching

<PAGE>

Contributions made with respect to the Highly  Compensated  Employee(s) with the
highest  dollar amount of aggregate  Employer  Matching  Contributions  shall be
refunded to the extent that there are Refundable  Matching  Contributions  or to
the  extent   necessary  to  cause  the  dollar  amount  of  Employer   Matching
Contributions of such Highly Compensated  Employee(s) to equal the dollar amount
of Employer Matching  Contributions  made with respect to the Highly Compensated
Employee(s) with the next-highest aggregate Employer Matching Contributions, and
(2) the process in the foregoing clause shall be repeated until the total amount
of  Employer  Matching   Contributions  refunded  equals  the  total  amount  of
Refundable  Matching   Contributions.   The  earnings   attributable  to  excess
contributions  will be determined in accordance with Treasury  Regulations.  The
Committee  will not be  liable to any  Participant  (or to his  Beneficiary,  if
applicable) for any losses caused by inaccurately  estimating or calculating the
amount of any Participant's  excess  contributions and earnings  attributable to
the contributions.

     (g) The tests of Sections 3.6(c) and 3.7(c) shall be met in accordance with
the  prohibition  against the multiple use of the alternative  limitation  under
Code Section 401(m)(9).  For purposes of determining  whether the Plan satisfies
the  requirements of this Section 3.7, all  Compensation  Deferrals and Employer
Matching  Contributions  under any other Plan maintained by the Company which is
aggregated  with the Plan for  purposes of Section  401(a) or 410(b) of the Code
(other than Section  410(b)(2)(A)(ii))  are to be treated as made under a single
plan. Furthermore, if two or more plans are permissively aggregated for purposes
of the test  described  in this  Section  3.8,  the  aggregated  plans must also
satisfy Code Section  401(a)(4) and 401(b) as though they were a single plan. If
it is necessary  to make  corrections  concerning  the  prohibition  against the
multiple use of the alternative  limitation  under Code Section  401(m)(9),  the
correction shall be made by reducing and refunding the Compensation Deferrals of
Highly Compensated Employees.  All Highly Compensated Employees shall be subject
to such correction.

<PAGE>

 3.8     Investment Funds.
         -----------------
     (a) Separate Investment Funds shall be established and maintained under the
Plan by the  Committee.  The  Committee  may, in its  discretion,  terminate any
Investment Fund.  Pursuant to Section 7.3(b),  the Committee shall determine the
number of Investment  Funds and the  Committee,  the Trustee,  or the Investment
Manager,  as applicable,  shall  determine the investments to be made under each
Investment  Fund. The Committee  shall describe the investments to be made under
each Investment  Fund in such detail as the Committee  deems  appropriate in its
sole discretion.  Pursuant to rules  established by the Committee and subject to
the  provisions of this Section 3.8, each  Participant  shall have the right and
obligation  to designate in which of the  Investment  Funds his Accounts will be
invested,  and to change such designation.  The designation shall be in a manner
and on such forms as are established by the Committee, or pursuant to such other
methods  (including  telephone  transfers)  authorized by the Committee.  Unless
otherwise  provided  by  the  Committee,  investment  elections  must  be  in 1%
increments and the investment allocation of a Participant's  Accounts must total
100%.  If any  Participant  fails to designate the  Investment  Fund or Funds in
which his Accounts  shall be  invested,  the  Committee  shall invest all of his
Accounts in the "default"  Investment Fund or Funds  determined by the Committee
in its sole  discretion.  Participant  loans made pursuant to Section 9.11 shall
not be included in any of the Investment Funds. Instead, for any Participant who
takes such a loan, the loan shall be considered an investment of his Account(s).
Such Participant's Account(s) shall be credited with the investment gain or loss
attributable  to such  loan.  The  Committee  may  establish  any  other  rules,
regulations  and  procedures   regarding  the  Investment   Funds  as  it  deems
appropriate in its sole discretion.

<PAGE>

     (b) IGT Stock Fund.
         ---------------
          (1) One of the Investment Funds available shall be the IGT Stock Fund,
     which is a pool of assets  maintained by the Trustee invested in the common
     stock of the Company  ("IGT  Stock").  Up to 100% of the assets of the Plan
     may be  invested  in IGT Stock;  the actual  amount of the Plan assets that
     shall  be  invested  in IGT  Stock  will  be  the  amount  selected  by the
     Participants to be so invested.  Cash dividends,  stock dividends and stock
     splits,  if any,  received  by the Trustee on the IGT Stock held in the IGT
     Stock  Fund  shall  be  credited  to  the   appropriate   accounts  of  the
     Participants who have invested in the IGT Stock Fund. Any cash dividends on
     IGT Stock shall be reinvested as soon as feasible in additional  IGT Stock.
     The Trustee may maintain a residual  amount of cash or cash  equivalents in
     the IGT Stock Fund as appropriate (for example, if a Participant's  Account
     does not  have  sufficient  cash to buy a whole  share  of IGT  Stock,  for
     amounts  pending  distribution,  and any amount the Committee may determine
     appropriate to provide liquidity for such fund).

          (2) Pursuant to rules  established by the Committee,  each Participant
     who directs that a portion of his Account be invested in the IGT Stock Fund
     is  entitled  to direct  the  voting of the IGT Stock  attributable  to the
     Participant's  Account.  Any  shares of IGT  Stock  with  respect  to which
     Participants  do not  direct the  voting  shall be voted by the  Trustee in
     accordance  with the  fiduciary  duties of the  Trustee  under  ERISA.  The
     Committee shall establish appropriate  procedures whereby Participants will
     be furnished with a copy of the proxy  materials  given to  shareholders of
     the Company.

          (3) The  Committee  may charge to  Participants  who invest in the IGT
     Stock  Fund  any  administrative   expenses  related  to  such  fund.  Such
     administrative  expenses may be allocated among  Participants in any manner
     deemed appropriate by the Committee.

<PAGE>

          (4) The Committee may (but need not) adopt such rules and/or take such
     actions or implement such measures and/or limitations as it deems desirable
     in order to comply with 17 C.F.R.  240.16b-3,  promulgated under Section 16
     of the  Securities  Exchange Act of 1934,  as amended  ("SEC  Section 16").
     Neither the Company,  the Board, the Committee,  any Invested Manager,  the
     Trustee nor the Plan, nor any other  fiduciary of the Plan,  shall have any
     liability  to any  Participant  in the event that any  Participant  has any
     liability  under SEC Section 16 due to any rule so adopted,  the failure to
     adopt any rule,  any Plan  provision (or lack  thereof) or any  transaction
     under the Plan.

  3.9    Valuation of Accounts.
         ----------------------

     (a) The value of the  Accounts  invested in the  Investment  Funds shall be
established  on each  business day by the Trustee or the  applicable  Investment
Manager,  and  investment  gains or losses shall be  allocated to such  Accounts
according to the investment elections of Participants.

     (b) Notwithstanding  anything to the  contrary  herein,  if the  Committee
determines  that an alternative  method of allocating  earnings and losses would
better serve the interests of Participants  and  Beneficiaries  or could be more
readily  implemented,  the Committee may substitute such  alternative;  provided
that any such alternative method must result in Plan earnings being allocated on
the general basis of Account balances.

3.10     Forfeitures.
         ------------
     Any amount  which has been  forfeited  under the Plan  during the Plan Year
shall be used as  described  in this  Section  3.10.  Forfeitures  from  Company
Contribution  Accounts during a Plan Year (a) shall first be used by the Company
to pay for any  expenses  of  maintaining  the Plan,  (b) to the extent that any
forfeitures  remain,  such  forfeitures  shall be used to  offset  any  required

<PAGE>

Company  contributions  to the Plan, and (c) to the extent that any  forfeitures
remain after applying (b), such excess  forfeitures shall be allocated as of the
Anniversary  Date to the Company  Contribution  Accounts  of the other  eligible
Participants in the Plan during that Plan Year in accordance with the allocation
methodology set forth in Section 3.1 for Company Contributions.  Any forfeitures
to be allocated to Participants in accordance with the preceding  sentence shall
be allocated  according to the formula for allocations of Company  Contributions
as set forth in Section 3.1(b) and only those  Participants who are eligible for
any  Company  Contributions  in  accordance  with such  section.  Any  allocable
forfeitures  attributable to the Company or any Participating Affiliate shall be
allocated  to  the  Participants  employed  by  such  Company  or  Participating
Affiliate.

3.11     Notification of Participants.
         ----------------------------
     After  the  Committee  has made the  allocations  to the  Accounts  of each
Participant  required  as  of  each  Anniversary  Date,  it  shall  notify  each
Participant with respect to the status of such Participant's Accounts as of such
date. Such notification  shall be made as soon as  administratively  practicable
after  each Plan  Year.  The total  amounts so  credited  to each  Participant's
Accounts shall represent each Participant's  contingent share of the Trust as of
such date. In addition,  the Committee may notify each Participant of the status
of his Account(s) as of any other date chosen by the Committee.  Such allocation
and notification  shall not vest in any Participant any right, title or interest
in the Trust, except to the extent, at the time or times, and upon the terms and
conditions set forth herein. Neither the Company, the Trustee, nor the Committee
to  any  extent  warrants,  guarantees  or  represents  that  the  value  of any
Participant's  Accounts  at any time will equal or exceed the amount  previously
allocated or  contributed  thereto.  There is a fee for providing a statement of
account  balances  more  frequently  than  the  quarterly   statement  which  is
automatically provided.

<PAGE>

3.12     Limitations on Contributions.
         ----------------------------

     In no event shall the aggregate  contribution for any Plan Year made by the
Company and any  Participating  Affiliates  under Sections 3.1, 3.2 and 3.3, and
under any other profit sharing or stock bonus plan(s)  maintained by the Company
or a Participating Affiliate,  exceed 15% of the Compensation paid or accrued to
all   Participants,   plus  the  amount  of  any   "unused   pre-87   limitation
carryforwards"   available   under  Section   404(a)(3)(A)   of  the  Code.  The
Compensation  taken into account for purposes of the preceding sentence shall be
Compensation  paid or accrued  during the Company's  taxable year ending with or
within the Plan Year to which the Company  contribution  relates,  but shall not
include  any  salary   reduction   contributions   which  are  excludable   from
Participants' income in accordance with Code Sections 125 or 402(g).

<PAGE>

                                   ARTICLE IV

                         LIMITATION ON ANNUAL ADDITIONS

4.1      Section 415 Limitations.
         -----------------------
     Notwithstanding  anything else contained herein,  the Annual Additions,  to
all the  Accounts  of a  Participant  shall not  exceed  the  lesser of  $30,000
(adjusted  as permitted  under  Section  415(d)(1)  of the Code and  regulations
issued thereunder) or 25% of the Participant's Section 415 Compensation from the
Company and all Related  Companies  during the Plan Year. This Section 4.1 shall
be construed and  interpreted  in accordance  with the  provisions of Appendix A
attached hereto.

<PAGE>

                                    ARTICLE V

                                     VESTING

5.1      Fully Vested Accounts.
         ---------------------
     A  Participant's   Compensation   Deferral   Account,   Employer   Matching
Contributions   Account,   and  Rollover   Account  shall  be  100%  vested  and
nonforfeitable.

5.2      Company Contribution Account.
         ----------------------------
     (a) The interest of each  Participant in his Company  Contribution  Account
shall vest and become nonforfeitable up to a maximum of 100% as follows:

          (1) A Participant  shall become 100% vested if, while an Employee,  he
     attains his Normal Retirement Age, incurs a Disability, or dies; or


          (2) A Participant shall become vested in accordance with the following
     schedule:

                     Years of
                 Vesting Service                  Percentage Vested
                 ---------------                  -----------------
                   less than 1                            0%
                        1                                10%
                        2                                20%
                        3                                30%
                        4                                45%
                        5                                60%
                        6                                80%
                    7 or more                           100%

     (b) If a Participant incurs a Break in Employment which is followed by five
consecutive One-Year Break in Service Years and is subsequently  reemployed,  no
Year of Vesting  Service after such five  consecutive  One-Year Break in Service
Years shall be taken into  account in  determining  the vested  percentage  in a
Participant's  Company  Contributions  Account  accrued up to any such  One-Year
Break in  Service  Year.  All Years of Service  shall be taken  into  account in
determining  the vested  percentage  in a  Participant's  Company  Contributions
Account accrued after five consecutive One-Year Break in Service Years.


<PAGE>

     (c) When a Participant  ceases to participate and receives  distribution of
his Company  Contributions  Account,  such portion of his Company  Contributions
Account as of the coinciding or next following Anniversary Date as is not vested
shall be forfeited  and  allocated in the manner  provided in Section 3.10 as of
such Anniversary Date. For purposes of the preceding sentence, a Participant who
ceases to  participate  in the Plan and whose  nonforfeitable  percentage in his
Company  Contributions  Account  is zero,  shall be  deemed to have  received  a
complete distribution of the nonforfeitable portion of his Company Contributions
Account. If a former Participant who has suffered a forfeiture on account of his
termination  of   participation  in  accordance  with  this  subsection  (c)  is
reemployed  as an Employee  by the Company  before  incurring  five  consecutive
One-Year  Break in Service  Years and  repays to the Plan all money  distributed
from  his  Company   Contributions   Account  prior  to  60  months  after  such
reemployment,  any amounts so forfeited (unadjusted for any increase or decrease
in the value of Trust assets  subsequent  to the  Anniversary  Date on which the
forfeiture   occurred)  shall  be  reinstated  to  the   Participant's   Company
Contributions  Account  within a  reasonable  time  after such  repayment.  Such
reinstatement  shall be made from  forfeitures of Participants  occurring during
the Plan Year in which such reinstatement  occurs to the extent such forfeitures
are  attributable to  contributions  by the same Company (or a Company that is a
Related Company to that Company) and earnings on such  contributions;  provided,
however,  if such forfeitures are not sufficient to provide such  reinstatement,
the  reinstatement  shall be made from the current year's  contribution  by that
Company to the Plan.  When a Participant  ceases to participate  and incurs five
consecutive  One-Year  Break in  Service  Years,  such  portion  of his  Company
Contribution  Account  as is not vested  (and was not  previously  forfeited  in
accordance with the foregoing  provisions of this subsection) shall be forfeited
and allocated in the manner provided in Section 3.10 as of the Anniversary  Date
occurring on or  immediately  following the date the  Participant  incurred such
five consecutive One-Year Break in Service Years.

<PAGE>

     (d) Notwithstanding the preceding subsections, in the case of a Participant
who incurs a Break in Employment  prior to the first Plan Year  beginning  after
1984, the word "one" shall be substituted  for "five" in subsections (b) and (c)
if a One-Year  Break in Service Year would have  occurred  before the first Plan
Year beginning after 1984.

<PAGE>

                                   ARTICLE VI

                                  DISTRIBUTIONS

6.1      Distribution of Benefits.
         ------------------------

     (a) Benefits shall become distributable to a Participant or his Beneficiary
(in  the  case of  death)  as soon as  administratively  practicable  after  the
Participant's Break in Employment.

     (b) The amount of the benefits  distributable to a Participant  pursuant to
(a) above shall be the vested amount credited to such Participant's  Accounts as
of the date on which the amount representing the distribution is liquidated from
the appropriate Investment Funds pending distribution.

     (c) Except as provided in the next two sentences,  distribution shall be in
the form of a cash lump sum. To the extent a  Participant's  account is invested
in the IGT Stock Fund, the Participant may, at such time as a distribution is to
be made to the Participant (other than a hardship distribution) elect to receive
the amount in the IGT Stock Fund either in the form of whole shares of IGT Stock
(plus any residual cash held in such  Participant's IGT Stock Fund account),  or
in cash, or in a combination of cash and stock. The Committee may adopt rules as
to the  manner  and  timing  of such  elections;  provided  that in all cases an
election,  in order to be valid,  must be received by the Committee prior to the
date that  benefits are actually  paid.  To the extent a  Participant  elects to
receive a  distribution  in the form of cash or a combination of cash and stock,
the cash to be  distributed  shall equal the actual net  proceeds of the sale of
the IGT Stock in such Participant's Account.

     (d) Notwithstanding the foregoing,  upon a Break in Employment,  if, as of
the date benefits become  distributable under Section 6.1(a), the nonforfeitable
balance in the Participant's Accounts exceeds $5,000, distribution shall be made
as soon as  practicable  after a Break  in  Employment  only if the  Participant
consents to a  distribution  of the  nonforfeitable  balance of his  Accounts in


<PAGE>

writing.  If the Participant  does not so consent (unless  Treasury  Regulations
otherwise provide and the Committee adopts different rules), distribution of the
amounts payable shall be made as soon as administratively  practicable after the
Participant's  death or the attainment of his Normal  Retirement Age,  whichever
occurs first.

     (e) An explanation of the Participant's  right to defer distribution of the
nonforfeitable  balance of his Accounts shall be provided to the  Participant no
less than 30 and no more than 90 days before the date such distribution is to be
made  (consistent  with such  regulations  as the  Secretary of the Treasury may
prescribe).  Participants who defer their distributions following termination of
employment will have the  administrative  expenses  associated with  maintaining
their Accounts deducted directly from their Accounts.

     (f) If the nonforfeitable  balance of a terminating  Participant's Accounts
is a distribution to which Sections 401(a)(11) and 417 of the Code do not apply,
such  distribution  may commence less than 30 days after the notice described in
subsection (d) is given,  provided that: (1) the Committee  clearly  informs the
Participant  that the  Participant has the right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and (2) the
Participant,  after  receiving  the notice,  affirmatively  elects an  immediate
distribution.

     (g) If a terminating  Participant  receives a  distribution,  the nonvested
portion of his Accounts,  if any, shall be forfeited and his rights with respect
to the forfeited portion shall be governed by Section 3.10.


6.2      Hardship Withdrawals from Compensation Deferral Accounts
         --------------------------------------------------------
         and Company Contribution Accounts.
         ----------------------------------

     (a) Subject to the approval of the Committee and guidelines  promulgated by
the Committee,  withdrawals from the Participant's Compensation Deferral Account
and vested  Company  Contribution  Account  balance may be  permitted  to meet a
financial hardship resulting from:


<PAGE>

          (1) Uninsured medical expenses previously incurred by the Participant,
     or the  Participant's  spouse or  dependent  or  necessary  to obtain  such
     medical care;

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

          (3) The  payment of tuition  for the next 12 months of  post-secondary
     education for the Participant,  or the  Participant's  spouse,  children or
     dependents;

          (4) The prevention of eviction of the  Participant  from his principal
     residence,  or foreclosure on the mortgage of the  Participant's  principal
     residence; and

          (5) Any other event described in Treasury Regulations or rulings as an
     immediate and heavy  financial need and approved by the Company as a reason
     for permitting distribution under this Section 6.2.

     The Committee shall determine,  in a non-discriminatory  manner,  whether a
Participant  has a financial  hardship.  A  distribution  may be made under this
Section  6.2 only if such  distribution  does not exceed the amount  required to
meet the immediate  financial need created by the hardship  (including  taxes or
penalties  reasonably  anticipated from the  distribution) and is not reasonably
available from other resources of the Participant.

     (b) The  withdrawal  amount  shall not in any event exceed the value of the
Participant's  Compensation  Deferral  Account and vested  Company  Contribution
Account balance as of the date immediately preceding the Committee's  acceptance
of the Participant's written application for a hardship withdrawal. In addition,
except as provided  otherwise in the following  sentence,  the withdrawal amount
with respect to Compensation  Deferral Account shall not exceed the value of the
Participant's Compensation Deferrals to such Accounts, less previous withdrawals


<PAGE>

and excluding earnings.  Notwithstanding  the foregoing,  any distribution under
this Section 6.2 may include earnings accrued to the Participant's  Compensation
Deferral  Account prior to 1989.  Payment of the withdrawal shall be in a single
sum no  later  than  the  end of the  month  following  the  date on  which  the
withdrawal is approved by the Committee.

     (c) If a Participant withdraws any amount from his Account pursuant to this
Section  6.2, he must agree in writing that he shall be unable to elect that any
Compensation Deferrals or any other employee contributions  (excluding mandatory
employee  contributions  to a defined  benefit plan) be made on his behalf under
the Plan or under any other plan  maintained by the Company or a Related Company
until one year after  receipt of the  withdrawal.  For purposes of the preceding
sentence,  a plan includes any qualified plan or  nonqualified  plan of deferred
compensation  and any stock  purchase or stock option plan, but does not include
cafeteria  plans or any other health or welfare  benefit plans.  In addition,  a
Participant  who  withdraws  any amount  pursuant  to this  Section 6.2 shall be
unable to elect  any  Compensation  Deferrals  under the Plan or under any other
plan  maintained  by the  Company  or a Related  Company  for the  Participant's
taxable year  immediately  following  the taxable year of the  withdrawal to any
extent that such  Compensation  Deferral would exceed the applicable limit under
Section 402(g) of the Code for such taxable year,  reduced by the amount of such
Participant's Compensation Deferrals for the taxable year of the withdrawal.

     (d) A Participant  shall not be permitted to make any withdrawals  pursuant
to this Section 6.2 until he has obtained all distributions, other than hardship
distributions, and all non-taxable loans currently available under all qualified
profit  sharing  and  retirement  plans  maintained  by the Company or a Related
Company.

     (e) All hardship withdrawals shall be made in cash. The Participant shall
specify the Investment Funds from which the amounts are withdrawn.


<PAGE>

     (f) The  Participant's  request for a withdrawal  shall include his written
statement  that the need  cannot  be  relieved:  (i)  through  reimbursement  or
compensation  by insurance or otherwise;  (ii) by reasonable  liquidation of the
Participant's  assets,  to the extent such  liquidation  would not itself  cause
immediate and heavy financial need; (iii) by cessation of Compensation Deferrals
under the Plan; or (iv) by other  distributions  or nontaxable  loans  currently
available  from plans  maintained  by the  Company or a Related  Company,  or by
borrowing from commercial sources on reasonable commercial terms.

6.3      Rollover Account Withdrawals.
         ----------------------------
     A  Participant  may withdraw all (but not part) of his Rollover  Account at
any time prior to his Break in Employment.

6.4      Qualified Domestic Relations Orders.
         -----------------------------------
     Subject  to the  procedures  established  by the  Committee  under  Section
9.4(b),  benefits may be paid from the nonforfeitable balance of a Participant's
Accounts in accordance with a qualified  domestic  relations order as defined in
Section  414(p)  of the Code  without  regard to  whether  the  Participant  has
attained  the  "earliest  retirement  age," as defined in Section  414(p) of the
Code.

6.5      Inability to Locate Participant.
         -------------------------------
     In the case of any  distribution  of an  Account  under  the  Plan,  if the
Committee is unable to make such payment within three years after payment is due
a  Participant  or  Beneficiary  because it cannot  locate such  Participant  or
Beneficiary,  the Trustee  shall direct that such amount shall be forfeited  and
shall be used and/or  reallocated (as of the Anniversary Date coincident with or
next  succeeding  the expiration of the aforesaid time limit) in the same manner
as amounts  forfeited  for any other  reason and the assets of the Plan shall be

<PAGE>

relieved of the  liability  for such  payment.  If, after such  forfeiture,  the
Participant  or  Beneficiary  later claims such  benefit,  such account shall be
reinstated from  forfeitures of  Participants  in the Plan occurring  during the
Plan Year in which such reinstatement  occurs;  provided,  however, that if such
forfeitures  are not  sufficient  to provide such  reinstatement,  an additional
Company  contribution  shall be made for the  Plan  Year in which  reinstatement
occurs to cover such  reinstatement.  Establishment  of an account  through such
reinstatement  shall not be deemed an "annual addition" under Section 415 of the
Code or Article IV of the Plan.

6.6      Limitations on Distributions.
         ----------------------------
     (a) When benefits  become  distributable,  the  Committee  shall direct the
Trustee to distribute the amount  described above promptly,  the payment of such
benefits to commence, notwithstanding anything to the contrary contained herein,
no later than 60 days following the close of the later of the Plan Year in which
(1) a Participant  reaches Normal  Retirement Age, (2) the Participant  incurs a
Break in Employment, or (3) occurs the 10th anniversary of the year in which the
Participant  commenced  participation  in the Plan  (unless  the  amount  of the
Participant's  benefit has not been  calculated by that date or the  Participant
cannot be located,  in which case distribution shall begin no later than 60 days
after the payment can be calculated or the Participant located).

     (b) Notwithstanding   anything  to  the  contrary  contained  herein,  the
distribution  options under the Plan shall comply with Section  401(a)(9) of the
Code and regulations  promulgated  thereunder,  which are hereby incorporated by
this reference as a part of the Plan. Accordingly, unless otherwise permitted by
law, the entire  interest of each  Participant  who is a five percent (5%) owner
with respect to the Plan Year in which the Participant  attains age 70-1/2 shall
commence  to be  distributed  by  April 1 of the  calendar  year  following  the
calendar year in which the Participant  reaches age 70-1/2.  Any Participant not
described in the prior sentence who has not commenced  receipt of  distributions

<PAGE>

as of December  31, 1998 shall not be  required to receive  distribution  of his
interest until he separates from service. Participants who reached age 70-1/2 on
or after January 1, 1999 but before  January 1, 2001 shall be permitted to elect
to commence  distributions in the same manner as distributions  are required for
5% owners.  Participants attaining age 70-1/2 on or after January 1, 2001, other
than 5% owners, shall not be required or entitled to receive distributions under
this Section 6.6(b).  Any  distribution to a five percent owner pursuant to this
Section  6.6(b)  shall  be made in a  single  lump  sum or over the life of such
Participant (or over the lives of the Participant and his Beneficiary) or over a
period not extending  beyond the life  expectancy of the  Participant (or over a
period not  extending  beyond the life  expectancy  of the  Participant  and his
Beneficiary),  provided that the entire  remaining  balance shall be distributed
upon  termination of employment.  If a distribution has begun in accordance with
the  preceding  sentence or under this Section  6.6(b) as contained in the prior
version of the Plan,  and the  Participant  dies before his entire  interest has
been  distributed  to him,  the  remaining  portion  of his  interest  shall  be
distributed  to his  Beneficiary  in a single  lump sum. If a  Participant  dies
before the  distribution of his interest has begun, his entire interest shall be
distributed  to his  Beneficiary  in a single  lump sum.  For  purposes  of this
paragraph and to the extent permitted by law, any amount paid to a Participant's
child  shall be  treated as if it had been paid to the  Participant's  surviving
spouse if such  amount  will become  payable to the  surviving  spouse upon such
child reaching majority (or other designated event permitted by law).

 6.7     Direct Rollovers.
         -----------------

     (a) This Section 6.7 applies to  distributions  made on or after January 1,
1993.  Notwithstanding  any  provision  of the Plan to the  contrary  that would
otherwise  limit  a  Distributee's   election  under  this  Section  6.7,  if  a
Distributee will receive an Eligible Rollover Distribution of at least $200, the
Distributee  may  elect,  at  the  time  and  in the  manner  prescribed  by the

<PAGE>

Committee,  to have  any  portion  of an  Eligible  Rollover  Distribution  paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover;  provided,  however,  that a  Distributee  may  not  elect  to have an
Eligible  Rollover  Distribution  of less than $500 paid directly to an Eligible
Retirement Plan unless the Distributee elects to have his or her entire Eligible
Rollover Distribution paid directly to the Eligible Retirement Plan.

     (b) Definitions.
         ------------

          (1) An "Eligible Rollover  Distribution" is any distribution of all or
     any portion of the balance to the credit of the Distributee, except that an
     Eligible Rollover  Distribution does not include: (i) any distribution that
     is one of a series  of  substantially  equal  periodic  payments  (not less
     frequently than annually) made for the life (or joint life expectancies) of
     the  Distributee and the  Distributee's  designated  Beneficiary,  or for a
     specified  period of ten years or more; (ii) any distribution to the extent
     such  distribution is required under Section  401(a)(9) of the Code;  (iii)
     the portion of any  distribution  that is not  includible  in gross  income
     (determined without regard to the exclusion for net unrealized appreciation
     with  respect to  employer  securities);  (iv)  hardship  withdrawals  from
     Compensation  Deferral  Accounts;  and (v) any other  type of  distribution
     which the Internal  Revenue  Service  announces  (pursuant  to  regulation,
     notice or otherwise) is not an Eligible Rollover Distribution.

          (2) An "Eligible Retirement Plan" is an individual  retirement account
     described in Section 408(a) of the Code, an individual  retirement  annuity
     described  Section 408(b) of the Code, 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.

<PAGE>
          (3) A  "Distributee"  includes  an  Employee  or former  Employee.  In
     addition,  the  Employee's or former  Employee's  Surviving  Spouse and the
     Employee's  or  former  Employee's  Spouse  or  former  Spouse  who  is the
     alternate payee under a qualified  domestic  relations order, as defined in
     Section 414(p) of the Code, are Distributees with regard to the interest of
     the Spouse or former Spouse.

          (4) A  "Direct  Rollover"  is a  payment  by the Plan to the  Eligible
     Retirement Plan specified by the Distributee.

<PAGE>


                                   ARTICLE VII

                                  THE COMMITTEE

7.1      Members.
         -------
     A committee (hereinafter referred to as the "Committee") shall be appointed
by, and shall serve at the  pleasure  of, the Board.  The Board shall  appoint a
member of the  Committee  as the  Committee  Chairman.  The  number  of  members
comprising the Committee shall be determined by the Board which may from time to
time  vary the  number  of  members.  A member of the  Committee  may  resign by
delivering  a written  notice of  resignation  to the  Committee  Chairman.  The
Committee  Chairman may resign (such office or from the Committee) by delivering
a written notice of resignation to the Board. The Board may remove any member of
the  Committee (or provide that the  Committee  Chairman  shall no longer act as
such) by  delivering  written  notice  thereof to such member.  Vacancies in the
membership of the Committee shall be filled promptly by the Committee  Chairman,
subject to the  approval of the  Committee  in  accordance  with Section 7.2 and
subject to annual  review by the Board.  If for any reason there is no Committee
Chairman, the Board shall promptly appoint a new Committee Chairman.

7.2      Committee Action.
         ----------------
     The Committee shall choose a Secretary. The Secretary shall keep minutes of
the  Committee's  proceedings  and all records and  documents  pertaining to the
Committee's  administration  of the Plan.  Any action of the Committee  shall be
taken  pursuant  to the vote or written  consent of a  majority  of its  members
present,  and such action shall  constitute  the action of the  Committee and be
binding  upon the same as if all  members  had joined  therein.  A member of the
Committee  shall not vote or act upon any matter which relates solely to himself
as a  Participant.  The Chairman or any other member or members of the Committee
designated  by the  Chairman  may  execute  any  certificate  or  other  written
direction on behalf of the  Committee.  The Trustee or any third person  dealing
with the Committee may  conclusively  rely upon any certificate or other written
direction so signed.


<PAGE>

7.3      Rights and Duties.
         -----------------
     (a) The  Company  shall be the Plan  Administrator  (as  defined in Section
3(16)(A)  of ERISA).  The  Company  delegates  its duties  under the Plan to the
Committee.  The Committee shall act as the Fiduciary with respect to control and
management of the Plan for purposes of ERISA on behalf of the  Participants  and
their Beneficiaries,  shall enforce the Plan in accordance with its terms, shall
be  charged  with the  general  administration  of the Plan,  and shall have all
powers  necessary  to  accomplish  its  purposes,  including,  but not by way of
limitation, the following:

          (1)  To  determine  all  questions  relating  to  the  eligibility  of
     Employees to participate;

          (2) To construe and interpret the terms and provisions of the Plan;

          (3) To compute,  certify to, and direct the Trustee with regard to the
     amount   and  kind  of   benefits   payable  to   Participants   and  their
     Beneficiaries;

          (4) To authorize all disbursements by the Trustee from the Trust;

          (5)  To  maintain  all  records   that  may  be   necessary   for  the
     administration of the Plan other than those maintained by the Trustee;

          (6) To provide for the disclosure of all information and the filing or
     provision of all reports and statements to  Participants,  Beneficiaries or
     governmental  agencies as shall be  required  by ERISA or other law,  other
     than those prepared and filed by the Trustee;

          (7) To make and publish such rules for the  regulation  of the Plan as
     are not inconsistent with the terms hereof;

<PAGE>

          (8) To  appoint  a plan  administrator  or,  any other  agent,  and to
     delegate  to them or to the Trustee  such  powers and duties in  connection
     with the  administration of the Plan as the Committee may from time to time
     prescribe,  and to designate each such  administrator or agent as Fiduciary
     with regard to matters delegated to him; and

          (9)  To  make  decisions  on  claims  in  a  manner   consistent  with
     regulations  of the  Secretary  of Labor  for  presentation  of  claims  by
     Participants  and  Beneficiaries  for Plan  benefits,  which shall  include
     consideration  of such  claims,  review of claim  denials and issuance of a
     decision on review.  Such claims  procedures  shall at a minimum consist of
     the following:

               (A)  The  Committee   shall  notify   Participants   and,   where
          appropriate,  Beneficiaries of their right to claim benefits under the
          claims  procedures,  shall  make  forms  available  for filing of such
          claims,  and shall provide the name of the person or persons with whom
          such claims should be filed.

               (B) The  Committee  shall  establish  procedures  for action upon
          claims  initially  made and the  communication  of a  decision  to the
          claimant  promptly and, in any event, not later than 90 days after the
          claim is  received  by the  Committee,  unless  special  circumstances
          require an extension of time for processing the claim. If an extension
          is required,  notice of the extension  shall be furnished the claimant
          prior to the end of the initial  90-day  period,  which  notice  shall
          indicate the reasons for the extension and the expected decision date.
          The extension shall not exceed 90 days. The claim may be deemed by the
          claimant to have been denied for purposes of further review  described
          below in the event a decision is not furnished to the claimant  within
          the period described in the three preceding sentences. Every claim for
          benefits  which is denied  shall be denied by written  notice  setting


<PAGE>

          forth in a manner  calculated to be understood by the claimant (i) the
          specific reason or reasons for the denial,  (ii) specific reference to
          any provisions of the Plan on which denial is based, (iii) description
          of any additional  material or information  necessary for the claimant
          to  perfect  his claim with an  explanation  of why such  material  or
          information is necessary, and (iv) an explanation of the procedure for
          further reviewing the denial of the claim under the Plan.

               (C) The Committee shall establish a procedure for review of claim
          denials,  such review to be  undertaken by the  Committee.  The review
          given  after  denial of any claim shall be a full and fair review with
          the  claimant  or his duly  authorized  representative  having 60 days
          after receipt of denial of his claim to request such review, the right
          to review all  pertinent  documents and the right to submit issues and
          comments in writing.

               (D) The Committee  shall  establish a procedure for issuance of a
          decision by the  Committee  not later than 60 days after  receipt of a
          request for review from a claimant unless special circumstances,  such
          as the need to hold a  hearing,  require a longer  period of time,  in
          which case a decision  shall be rendered  as soon as possible  but not
          later  than 120 days  after  receipt  of the  claimant's  request  for
          review.  The decision on review shall be in writing and shall  include
          specific reasons for the decision written in a manner calculated to be
          understood by the claimant with specific  reference to any  provisions
          of the Plan on which the decision is based.

     (b) With respect to  management  or control of  investments,  the Committee
shall  have the power to direct  the  Trustee  in  writing  with  respect to the
investment of the Trust assets or any part thereof.  Where investment authority,
management and control of Trust assets have been delegated to the Trustee by the

<PAGE>

Committee,  the Trustee shall be the Fiduciary  with respect to the  investment,
management  and  control of the Trust  assets  contributed  by the  Company  and
Participants with full discretion in the exercise of such investment, management
and control.  Except as otherwise provided by law, the Committee may appoint one
or more Investment Manager(s),  as defined in Section 1.2 of the Plan, to invest
the Trust assets or any part thereof.  Where investment  authority,  management,
and control of Trust assets is not  specifically  delegated to the Trustee,  the
Trustee  shall be subject to the  direction of the  Committee or the  Investment
Manager(s)  appointed  by the  Committee,  if  any,  regarding  the  investment,
management and control of such assets,  and in such case the  Committee,  or the
Investment  Manager(s),  as the case may be, shall be the Fiduciary with respect
to the investment,  management and control of such assets.  Notwithstanding  the
foregoing,  no Fiduciary shall be liable for any loss or liability which results
from a Participant's or Beneficiary's exercise of control over his Accounts.

     (c) Each Fiduciary under the Plan and Trust shall be solely responsible for
its own acts or omissions.  Except to the extent  required by ERISA or the Code,
no  Fiduciary  shall have the duty to question  whether any other  Fiduciary  is
fulfilling any or all of the responsibilities  imposed upon such other Fiduciary
by ERISA or by any regulations or rulings issued thereunder.  No Fiduciary shall
have any liability for a breach of fiduciary responsibility of another Fiduciary
with  respect  to the Plan or Trust  unless he  knowingly  participates  in such
breach,  knowingly  undertakes to conceal such breach,  has actual  knowledge of
such breach and fails to take  reasonable  remedial action to remedy said breach
or,   through  his   negligence  in  performing   his  own  specific   fiduciary
responsibilities,  has enabled  such other  Fiduciary  to commit a breach of the
latter's fiduciary responsibilities.

<PAGE>

 7.4     Transmittal of Information.
         ---------------------------
     In order to enable the Committee to perform its  functions  under the Plan,
the Company  shall supply full and timely  information  to the  Committee on all
matters  relating to the  Compensation,  employment,  retirement,  death, or the
cause for termination of employment of each Participant and such other pertinent
facts as may be required to administer the Plan. The Committee  shall advise the
Trustee and the Investment  Manager,  as  appropriate,  of such of the foregoing
facts as may be  pertinent to the duties of the Trustee and  Investment  Manager
under the Plan.

7.5      Delegation.
         ----------
     The  Committee  shall have the authority to delegate any authority and duty
hereunder to such other person or persons as  determined by the  Committee,  and
each reference hereunder to the Committee includes such delegates. Formal action
by the Committee is not required to accomplish such delegation.

7.6      Compensation, Bonding, Expenses and Indemnity.
         ---------------------------------------------

          (1) The members of the Committee shall serve without  compensation for
     their services hereunder.

          (2) Members of the Committee and any delegates  shall be bonded to the
     extent required by Section 412(a) of ERISA and the regulations  thereunder.
     Bond  premiums and all expenses of the  Committee or of any delegate who is
     an  employee  of the  Company  shall be paid by the Company and the Company
     shall  furnish the  Committee  and any such delegate with such clerical and
     other assistance as is necessary in the performance of their duties.

<PAGE>

          (3) The  Committee  is  authorized  at the  expense of the  Company to
     employ  such  legal  counsel  as it may deem  advisable  to  assist  in the
     performance of its duties  hereunder.  Expenses and fees in connection with
     the  administration  of the Plan and the Trust shall be paid from the Trust
     assets  to  the  fullest  extent  permitted  by  law,  unless  the  Company
     determines otherwise.

          (4) To the extent permitted by applicable state law, the Company shall
     indemnify  and save harmless the  Committee  and each member  thereof,  the
     Board of Directors  and any delegate of the Committee who is an employee of
     the Company against any and all expenses, liabilities and claims, including
     legal fees to defend  against such  liabilities  and claims  arising out of
     their discharge in good faith of responsibilities  under or incident to the
     Plan,   other  than  expenses  and  liabilities   arising  out  of  willful
     misconduct.  This indemnity shall not preclude such further  indemnities as
     may be available  under  insurance  purchased by the Company or provided by
     the Company under any by-law,  agreement or otherwise,  as such indemnities
     are permitted  under state law.  Payments with respect to any indemnity and
     payment of any  expenses and fees under this Section 7.6 shall be made only
     from  assets of the Company  and shall not be made  directly or  indirectly
     from Trust assets.

7.7      Manner of Administering.
         -----------------------
     The  Committee  shall have full  discretion  to construe and  interpret the
terms and provisions of the Plan, which  interpretation or construction shall be
final and binding on all parties,  including  but not limited to the Company and
any  Participant  or  Beneficiary,  except as  otherwise  provided  by law.  The
Committee  shall   administer  such  terms  and  provisions  in  a  uniform  and
nondiscriminatory manner and in full accordance with any and all laws applicable
to the Plan.

<PAGE>


7.8      Duty of Care.
         ------------
     In  the  exercise  of the  powers  and  duties  of the  Committee  as  Plan
Administrator  and  Fiduciary  with respect to the  investment,  management  and
control of the Plan, each member of the Committee shall use the care,  prudence,
and diligence  under the  circumstances  then  prevailing  that a prudent person
acting  in a like  capacity  and  familiar  with such  matters  would use in the
conduct of an enterprise of a like character and with like aims.

7.9      Committee Report.
         ----------------
     The Committee shall keep the Board of Directors  apprised of the investment
results of the Plan and shall  report any other  information  necessary to fully
inform the Board of Directors of the status and operation of the Plan and Trust.

7.10     Section 404(c) Provisions.
         -------------------------
     (a) The Plan is intended to constitute a plan  described in Section  404(c)
of ERISA, and the regulations thereunder. As a result, with respect to elections
described in the Plan and any other  exercise of control by a Participant or his
or her Beneficiary over assets in the Participant's  Accounts,  such Participant
or  Beneficiary  shall be solely  responsible  for such  actions and neither the
Trustee,  the  Committee,  the Company,  nor any other person or entity which is
otherwise a fiduciary  shall be liable for any loss or liability  which  results
from such Participant's or Beneficiary's  exercise of control.

     (b) The  Committee  shall  provide  to  each  Participant  or  his  or her
Beneficiary the information described in Section  2530.404c-1(b)(2)(i)(B)(1)  of
the Department of Labor Regulations. Upon request by a Participant or his or her
Beneficiary,  the Committee shall provide the  information  described in Section
2530.404c-1(b)(2)(i)(B)(2) of the Department of Labor Regulations.

<PAGE>

     (c) The Committee  shall take such actions and establish such procedures as
it deems necessary to ensure the confidentiality of information  relating to the
purchase, sale, and holding of IGT Stock, and the exercise of voting, tender and
similar  rights  with  respect  to such  stock  by a  Participant  or his or her
Beneficiary. Notwithstanding the foregoing, such information may be disclosed to
the extent necessary to comply with applicable state and federal laws.

     (d) In the event of a tender or exchange offer with respect to the Company,
or in the event of a contested  election with respect to the Board of Directors,
the Company shall, at its own expense, appoint an independent fiduciary to carry
out the Committee's administrative functions with respect to the IGT Stock Fund.
Such  independent  fiduciary  shall not be an "affiliate" of the Company as such
term  is  defined  in  Section  2530.404c-1(e)(3)  of the  Department  of  Labor
Regulations.

     (e) The  Committee  may take such  other  actions or  implement  such other
procedures as it deems necessary or desirable in order that the Plan comply with
Section 404(c) of ERISA.

 7.11    Expenses  of  Plan  and  Trust.
         -------------------------------

     Expenses  of  administering  the Plan and Trust  shall,  unless paid by the
Company, be paid from the Trust.

<PAGE>

                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

8.1      Amendments.
         ----------
     The Company  shall have the right to amend or modify the Plan by resolution
of the Board of Directors  and to amend or cancel any  amendments.  In addition,
the Committee  shall have the authority to amend the Plan in any manner which is
necessary to maintain the  qualification and tax exempt status of the Plan under
the Code and ERISA,  and the authority to adopt any other  amendment to the Plan
which (1) does not have the effect of increasing the liability of the Company in
a manner which would cause a  significant  detriment to the Company and (2) does
not significantly  increase the benefits payable to any Committee member, except
in his capacity as a member of a broad class of employees  for whom benefits are
being  increased.  Any  amendment  shall be stated in an  instrument in writing,
executed in the same manner as the Plan. Except as may be required to permit the
Plan and Trust to meet the  requirements  for  qualification  and tax  exemption
under the Code, or the corresponding  provisions of other or subsequent  revenue
laws or of ERISA, no amendment may be made which may:

     (a) Cause  any of the  assets  of the  Trust,  at any  time  prior  to the
satisfaction  of  all  liabilities   with  respect  to  Participants  and  their
Beneficiaries,  to be used  for or  diverted  to  purposes  other  than  for the
exclusive benefit of Participants or their Beneficiaries;

     (b) Decrease the accrued benefit of any  Participant or Beneficiary  within
the meaning of Section 411(d)(6) of the Code;

     (c) Create or effect any  discrimination  in favor of Participants  who are
Highly Compensated Employees; and

     (d) Increase the duties or liabilities  of the Trustee  without its written
consent.

<PAGE>

     If the Plan's vesting schedule is amended or the Plan is amended in any way
that  directly  or  indirectly   affects  the  computation  of  a  Participant's
nonforfeitable  percentage,  each  Participant  with at least 3 Years of Vesting
Service  (computed  without regard to any minimum age  requirement and including
Years of Vesting Service, if any,  disregarded  pursuant to Article V) may elect
to have his nonforfeitable  percentage computed under the Plan without regard to
such amendment or change.  For  Participants  who do not have at least 1 Hour of
Service in any Plan Year  beginning  after  December  31,  1988,  the  preceding
sentence shall be applied by  substituting  "5 Years of Vesting  Service" for "3
Years of Vesting Service" where such language  appears.  The period during which
the election may be made shall  commence  with the date the amendment is adopted
or  deemed to be made and  shall  end 60 days  after  the  latest of the date on
which:

          (1) the amendment is adopted;

          (2) the amendment becomes effective; or

          (3) the  Participant  is issued written notice of the amendment by the
              Company.

 8.2     Discontinuance of Plan.
         -----------------------

     (a) It is the  Company's  expectation  that  the Plan  and the  payment  of
contributions hereunder will be continued  indefinitely,  but continuance of the
Plan by the Company is not assumed as a contractual obligation,  and the Company
reserves the right to permanently  discontinue  contributions  hereunder. In the
event of the complete discontinuance of contributions by the Company, the entire
interest of each  Participant  affected  thereby shall  immediately  become 100%
vested.  The Company  shall not be liable for the payment of any benefits  under
the Plan and all benefits  hereunder  shall be payable solely from the assets of
the Trust.

<PAGE>

     (b) The Company may terminate the Plan at any time. Upon complete
termination or partial termination of the Plan, the entire interest of each of
the affected Participants shall become 100% vested. The Trustee shall
thereafter, upon direction of the Committee, distribute to the Participants the
amounts in such Participant's Accounts in the same manner as set forth in
Article VI, subject, where appropriate, to Section 403(d)(1) of ERISA and
regulations of the Secretary of Labor thereunder as may affect allocation of
assets upon termination of the Plan.

8.3      Failure to Contribute.
         ---------------------
     Any failure by the Company to  contribute  to the Trust in any year when no
contribution is required under the Plan shall not of itself be a  discontinuance
of contributions under the Plan.

8.4      Plan Merger or Consolidation; Transfer of Plan Assets.
         -----------------------------------------------------
     (a) The Plan shall not be merged or consolidated with, nor shall its assets
or liabilities be transferred to, any other plan unless each  Participant in the
Plan (if the Plan then terminated) would receive a benefit immediately after the
merger,  consolidation or transfer which is equal to or greater than the benefit
such  Participant  would have been  entitled to receive  immediately  before the
merger,  consolidation or transfer (if the Plan had been terminated).  Where the
foregoing requirement is satisfied, the Plan and its related Trust may be merged
or consolidated with another qualified plan and trust.

     (b) The  Committee  may,  in its  discretion,  authorize  a plan  to  plan
transfer,  provided such a transfer will meet the requirements of Section 414(l)
of the Code and that all other actions legally  required are taken. In the event
of a  transfer  of  assets  from  the  Plan  pursuant  to this  subsection,  any
corresponding benefit liabilities shall also be transferred.

<PAGE>
                                   ARTICLE IX

                                  MISCELLANEOUS

9.1      Contributions Not Recoverable.
         -----------------------------
     Except where  contributions  or earnings are required to be returned to the
Company by the  provisions  of the Plan as permitted or required by ERISA or the
Code, it shall be impossible  for any part of the  contributions  made under the
Plan (or earnings with respect thereto) to be used for, or diverted to, purposes
other  than the  exclusive  benefit  of  Participants  or  their  Beneficiaries.
Notwithstanding  this or any other  provision of the Plan,  the Company shall be
entitled to recover,  and the Participants under the Plan shall have no interest
in (a) any contributions  made under the Plan by mistake of fact, so long as the
contribution is returned within one year after payment and (b) any contributions
for which deduction is disallowed  under Section 404 of the Code, so long as the
contributions  are  returned  to the  Company  within  one year  following  such
disallowance  or as permitted or required by the Code or ERISA.  In the event of
such  mistake of fact or  disallowance  of  deductions,  contributions  shall be
returned to the Company,  subject to the limitations,  if any, of Section 403(c)
of ERISA. All contributions to the Plan (other than rollover  contributions) are
conditioned upon the deductibility of the contributions under Code Section 404.

9.2      Limitation on Participant's Rights.
         ----------------------------------
     Participation  in the Plan  shall  not give any  Employee  the  right to be
retained as an  Employee of the Company or any right or interest  under the Plan
other than as herein  provided.  The Company  reserves  the right to dismiss any
Employee  without any  liability for any claim either  against the Trustee,  the
Trust except to the extent  provided in the Trust,  or against the Company.  All
benefits under the Plan shall be provided solely from the assets of the Trust.

<PAGE>

9.3      Receipt or Release.
         ------------------
     Any  payment to any  Participant  or  Beneficiary  in  accordance  with the
provisions of the Plan shall, to the extent thereof,  be in full satisfaction of
all claims against the Trustee, the Committee,  and the Company. The Trustee may
require  such  Participant  or  Beneficiary,  as a condition  precedent  to such
payment, to execute a receipt and release to such effect.

9.4      Alienation.
         ----------
     (a) None of the benefits,  payments,  proceeds or claims of any Participant
or  Beneficiary  shall  be  subject  to any  claim  of  any  creditors  and,  in
particular,  the same shall not be subject to attachment or garnishment or other
legal process by any creditor,  nor shall any such  Participant  or  Beneficiary
have the right to alienate, anticipate,  commute, pledge, encumber or assign any
of the benefits or payments or proceeds  which such  Participant  or Beneficiary
may  expect  to  receive,   contingently  or  otherwise,  under  the  Plan.

     (b) Notwithstanding  subsection  (a),  the right to benefits  payable with
respect to a  Participant  pursuant to a "qualified  domestic  relations  order"
(within  the  meaning  of Code  Section  414(p))  may be  created,  assigned  or
recognized. The Committee shall establish reasonable procedures to determine the
qualified status of domestic  relations  orders and to administer  distributions
under such qualified orders. In the event a qualified  domestic  relations order
exists with respect to a benefit payable under the Plan, the benefits  otherwise
payable to a Participant or Beneficiary  shall be payable to the alternate payee
specified in the qualified  domestic  relations order. In addition,  anything in
the  Plan to the  contrary  notwithstanding,  the  Committee  shall  follow  any
distribution  requirement  contained in a "qualified  domestic  relations order"
(within the meaning of Code Section  414(p)) which  provides for an earlier lump
sum distribution than would otherwise be permitted under the Plan.

<PAGE>

     (c) Notwithstanding subsection (a), a loan described in Section 9.11 of the
Plan, shall not be considered a violation of this Section 9.4.

     (d) Notwithstanding  subsection  (a),  the Plan  may  offset  against  the
Account(s)  of a  Participant  any  amount  that the  Participant  is ordered or
required  to pay  under  a  judgment,  order,  decree  or  settlement  agreement
described  in  ERISA  Section  206(d)(4),  subject  to the  joint  and  survivor
requirements  of ERISA  Section  206(d)(4)(C)  and ERISA Section  206(d)(5),  if
applicable.

9.5      Persons  Under  Incapacity.
         ---------------------------
     In the event any  amount is  payable  under the Plan to a person for whom a
conservator has been legally appointed,  the payment shall be distributed to the
duly appointed and currently acting conservator, without any duty on the part of
the Committee to supervise or inquire into the application of any funds so paid.

9.6      Governing Law.
         -------------
     The Plan shall be  construed,  administered,  and  governed in all respects
under   applicable   federal  law,  and  to  the  extent  that  federal  law  is
inapplicable,  under the laws of the State of Nevada; provided, however, that if
any   provision  is   susceptible   to  more  than  one   interpretation,   such
interpretation shall be given thereto as is consistent with the Plan's remaining
qualified within the meaning of Section 401(a) of the Code. If any provisions of
this instrument shall be held by a court of competent jurisdiction to be invalid
or  unenforceable,  the remaining  provisions  hereof shall continue to be fully
effective.

9.7      Headings, etc. Not Part of Plan.
         -------------------------------
     Headings  and  subheadings  in the Plan are  inserted  for  convenience  of
reference  only  and  are  not  to be  considered  in  the  construction  of the
provisions hereof.

<PAGE>

9.8      Masculine Gender Includes Feminine and Neuter.
         ---------------------------------------------
     As used in the Plan, the masculine gender shall include the feminine
gender.

9.9      Instruments in Counterparts.
         ---------------------------
     The Plan may be  executed in several  counterparts,  each of which shall be
deemed an original,  and said counterparts shall constitute but one and the same
instrument, which may be sufficiently evidenced by any one counterpart.

9.10     Successors and Assigns; Reorganization of Company.
         -------------------------------------------------
     The Plan shall inure to the benefit of, and be binding upon the parties
hereto and their successors and assigns. If the Company merges or consolidates
with or into a successor, the Plan shall continue in effect unless the successor
terminates the Plan.

9.11     Loans to Participants.
         ---------------------
     (a) Each Participant shall have the right, subject to prior approval by the
Committee, to borrow from his Accounts. Application for a loan must be submitted
by a Participant  to the  Committee on such form(s),  in such manner and at such
time as the  Committee may  prescribe.  The Committee may require or permit loan
applications  by means of electronic  media in accordance  with Section 2.6. The
Committee  shall  review loan  applications  no less  frequently  than once each
calendar quarter. Approval shall be granted or denied as specified in subsection
(b), on the terms  specified  in  subsection  (c).  For purposes of this Section
9.11, but only to the extent required by Department of Labor Regulations Section
2550.408b-1, the term "Participant" shall include any Employee, former Employee,
Beneficiary or alternate payee under a qualified  domestic  relations  order, as
defined in Section  414(p) of the Code,  who is a party in  interest  and has an
interest in the Plan that is not contingent.

<PAGE>

     (b) The Committee shall grant any loan which meets each of the requirements
of paragraphs (1), (2) and (3) below:

          (1) The amount of the loan, when added to the  outstanding  balance of
     all other  loans to the  Participant  from the Plan or any other  qualified
     plan of the Company or any Related Company, shall not exceed the lesser of:

               (A) $50,000,  reduced by the excess,  if any, of a  Participant's
          highest  outstanding balance of all loans (including loans in default)
          from the Plan or any other qualified plan maintained by the Company or
          any  Related   Company   during  the  preceding  12  months  over  the
          outstanding balance of such loans on the loan date, or

               (B) 50% of the value of the vested  balance of the  Participant's
          Accounts established as of the date the loan is made;

          (2) The loan shall be for at least  $1,000 and a  Participant  may not
     have more than two Plan loans outstanding at any one time; and

          (3) The Participant pays the  administrative  fees associated with the
     loan.

     (c) Each loan granted  shall,  by its terms,  satisfy each of the following
additional requirements:

          (1) Each loan must be repaid within five years;

          (2) Each loan must require  substantially  level amortization over the
     term of the loan, with payments not less frequently than quarterly; and

          (3) Each loan must be adequately secured, with the security to consist
     of the balance of the Participant's Accounts.

               (A) In the case of any  Participant  who is an  active  Employee,
          automatic payroll deductions shall be required as additional security.
          If an Employee revokes his or her consent to such payroll  deductions,
          the  Participant's  loan will be  treated  as in  default  and  become
          immediately payable in full.

<PAGE>
               (B) In the case of any other  Participant,  the outstanding  loan
          balance may at no time exceed 50% of the outstanding vested balance of
          the Participant's Accounts. If such limit is at any time exceeded, the
          loan will be treated as in default and become  immediately  payable in
          full.

               (C) If a  Participant's  loan  is  secured  by the  Participant's
          Accounts,  the investment gain or loss  attributable to the loan shall
          not be included in the  calculation  or  allocation of the increase or
          decrease  in fair  market  value  of the  general  assets  of the Plan
          pursuant to Section 3.5.  Instead,  the entire gain or loss (including
          any gain or loss  attributable to interest  payments or default) shall
          be allocated to the Accounts of the Participant.

     If a Participant  fails to make a timely  repayment on his or her loan, the
     loan will be treated as in default and become immediately  payable in full.
     The Committee may give a Participant  an  opportunity  to cure an event (or
     failure to make timely  payment)  that would  otherwise  constitute  a loan
     default,  provided that the cure period shall terminate, and the loan shall
     be  considered  in default if the cure has not been made, no later than the
     last day of the calendar  quarter  following the calendar  quarter in which
     the initial default event (or failure to make timely  repayment)  occurred.


          (4) Each loan shall bear reasonable rate of interest, which rate shall
     be  established by the Committee from time to time and shall in no event be
     less than 1% over the prime rate.

     (d) All loan payments shall be transmitted by the Company to the Trustee as
soon as practicable but not later than the date of transmittal to the Trustee of
Compensation  Deferrals withheld during the month during which such loan amounts
were received or withheld. Each loan may be prepaid in full at any time. Partial
prepayments  are not  permitted.  Any  prepayment  shall be paid directly to the
Trustee in accordance with procedures adopted by the Committee.

<PAGE>

     (e) Each loan shall be evidenced by a legally enforceable  agreement.  Each
loan shall be payable in full to the Trustee, not later than the earliest of (1)
a fixed maturity date meeting the  requirements of subsection  (c)(1) above, (2)
the  Participant's  death, (3) the termination of the Plan, or (4) the date of a
distribution  or withdrawal  from the  Participant's  Accounts that results in a
vested balance remaining  credited to such Accounts that is less than the unpaid
balance of the Participant's  loan. Such a legally  enforceable  agreement shall
evidence such terms as are required by this Section 9.11.


     (f) The  Committee  shall  have the  power to  modify  the  above  rules or
establish any additional  rules with respect to loans extended  pursuant to this
Section 9.11. Such rules may be included in a separate document or documents and
shall be considered a part of the Plan; provided,  each rule and each loan shall
be made only in  accordance  with the  regulations  and rulings of the  Internal
Revenue  Service and Department of Labor and other  applicable  state or federal
law. The Committee  shall act in its sole  discretion  to ascertain  whether the
requirements  of such  regulations  and rulings and this  Section 9.11 have been
met.

9.12     Top-Heavy Plan Requirements.
         ----------------------------
     For any Plan Year for which the Plan is a  Top-Heavy  Plan,  as  defined in
Section B.3 of Appendix B, attached hereto,  and despite any other provisions of
the Plan to the contrary, the Plan will be subject to the provisions of Appendix
B.

<PAGE>


                                   APPENDIX A

                             ANNUAL ADDITION LIMITS
                             ----------------------

         Article IV of the Plan shall be construed in accordance with this
Appendix A. Unless the context clearly requires otherwise, words and phrases
used in this Appendix A shall have the same meanings that are assigned to them
under the Plan.

A.1      Definitions.
         ------------
         As used in this Appendix A, the following terms shall have the meanings
specified below.

         "Annual Additions" shall mean the sum credited to a Participant's
Accounts for any Plan Year of (a) Company contributions, (b) voluntary
contributions, (c) forfeitures allocated to the Participant's Accounts in
accordance with Section 3.10 of the Plan, (d) amounts credited after March 31,
1984 to an individual medical account, as defined in Section 415(l)(2) of the
Code which is part of a Defined Benefit Plan maintained by the Company, and (e)
amounts derived from contributions paid or accrued after December 31, 1985, in
taxable years ending after such date, which are attributable to post-retirement
medical benefits allocated to the separate account required with respect to a
key employee (as defined in Section B.2(e) of Appendix B to the Plan) under a
welfare benefit plan (as defined in Section 419(e) of the Code) maintained by
the Company.

         "Defined Benefit Plan" means a plan described in Section 414(j) and
414(k)(2) of the Code.

         "Defined Contribution Plan" means a plan described in Section 414(i)
and 414(k)(2) of the Code.

<PAGE>

         "Defined Benefit Plan Fraction" shall mean a fraction, the numerator of
which is the projected annual benefit (determined as of the close of the
relevant Plan Year) of the Participant under all Defined Benefit Plans
maintained by one or more Related Companies, and the denominator of which is the
lesser of (a) the product of 1.25 multiplied by the dollar limitation in effect
under Section 415(b)(1)(A) of the Code for the Plan Year, or (b) the product of
1.4 multiplied by the amount which may be taken into account under Section
415(b)(1)(B) of the Code with respect to the Participant for the Plan Year.

         "Defined Contribution Plan Fraction" shall mean a fraction, the
numerator of which is the sum of the annual additions to a Participant's
accounts under all Defined Contribution Plans maintained by one or more Related
Companies, and the denominator of which is the sum of the lesser of (a) or (b)
for such Plan Year and for each prior Plan Year of service with one or more
Related Companies, where (a) is the product of 1.25 multiplied by the dollar
limitation in effect under Section 415(c)(1)(A) of the Code for the Plan Year
(determined without regard to Section 415(c)(6) of the Code), and (b) is the
product of 1.4 multiplied by the amount which may be taken into account under
Section 415(c)(1)(B) of the Code (or Section 415(c)(7) of the Code, if
applicable) with respect to the Participant for the Plan Year. Solely for
purposes of this definition, contributions made directly by an Employee to a
Defined Benefit Plan which maintains a qualified cost-of-living arrangement as
such term is defined in Section 415(k)(2) shall be treated as Annual Additions.
Notwithstanding the foregoing, the numerator of the Defined Contribution Plan
Fraction shall be adjusted pursuant to Treasury Regulations 1.415-7(d)(1),
Questions T-6 and T-7 of Internal Revenue Service Notice 83-10, and Questions
Q-3 and Q-14 of Internal Revenue Service Notice 87-21.

<PAGE>

         "Section 415 Compensation" shall mean a Participant's wages within the
meaning of Code Section 3401(a) and all other payments of compensation to the
Participant by the Company (in the course of the Company's business) for which
the Company is required to provide the Participant a written statement under
Code Sections 6041(d), 6051(a)(3) and 6052. Section 415 Compensation shall be
determined without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed. Compensation for any limitation year is the
compensation actually paid or includable in gross income during such year.
Effective January 1, 1998, "Section 415 Compensation" shall include elective
deferrals as defined in Section 402(g)(3) of the Code and any amount which is
contributed or deferred by the Company or a Related Company at the election of
an Employee and which is not includible in the gross income of the Employee by
reason of Code Section 125 or, for Plan Years beginning after December 31, 2000,
by reason of Code Section 132(f)(4).

A.2      Annual Addition Limitations.
         (a) The compensation limitation of Section 4.1 of the Plan shall not
apply to any contribution for medical benefits (within the meaning of Section
419A(f)(2)) after separation from service which is treated as an Annual
Addition. In the event that Annual Additions to all the accounts of a
Participant would exceed the limitations of Section 4.1 of the Plan, they shall
be reduced in the following priority: (1) return of voluntary contributions to
the Participant; (2) reduction of Company contributions.

         (b) If any Company or any Related Company contributes amounts, on
behalf of Participants covered by the Plan, to other Defined Contribution Plans,
the limitation on Annual Additions provided in Article IV of the Plan shall be
applied to Annual Additions in the aggregate to the Plan and such other plans.
Reduction of Annual Additions, where required, shall be accomplished by first
refunding any voluntary contributions to Participants, then by reducing
contributions under such other plans pursuant to the directions of the fiduciary

<PAGE>

for administration of such other plans or under priorities, if any, established
by the terms of such other plans, and then, if necessary, by reducing
contributions under the Plan. Reduction of contributions to or benefits from all
plans, where required, shall be accomplished by first reducing benefits under
such other Defined Benefit Plan or plans, then by allocating any excess in the
manner set out above with respect to the Plan, and finally by reducing
contributions or allocating any excess contributions with respect to other
Defined Contribution Plans, if any; provided, however, that adjustments
necessary under this or the next preceding paragraph may be made in a different
manner and priority pursuant to the agreement of the Committee and the
administrators of all other plans covering such Participant, provided such
adjustments are consistent with procedures and priorities prescribed by Treasury
Regulations under Section 415 of the Code.

         (c) In any case where a Participant under the Plan is also a
participant under a Defined Benefit Plan or a Defined Benefit Plan and other
Defined Contribution Plans maintained by the Company or a Related Company, the
sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan
Fraction shall not exceed 1.0 for any Plan Year commencing before January 1,
2000.

         (d) In the event the limitations of Section 4.1 of the Plan or this
Appendix A are exceeded and the conditions specified in Treasury Regulations
ss.1.415-6(b)(6) are met, the Committee may elect to apply the procedures set
forth in Treasury Regulations ss.1.415-6(b)(6), all of which Treasury
Regulations are incorporated herein by this reference.

<PAGE>


                                   APPENDIX B

                              TOP-HEAVY PROVISIONS
                              --------------------

         Section 9.13 of the Plan shall be construed in accordance with this
Appendix B. Definitions in this Appendix B shall govern for the purposes of this
Appendix B. Any other words and phrases used in this Appendix B, however, shall
have the same meanings that are assigned to them under the Plan, unless the
context clearly requires otherwise.

B.1      General.
         --------
         This Appendix B shall be effective for Plan Years beginning on or after
January 1, 1984. This Appendix B shall be interpreted in accordance with Section
416 of the Code and the regulations thereunder.

B.2      Definitions.
         ------------
         (a) The "Benefit Amount" for any Employee means (1) in the case of any
defined benefit plan, the present value of his normal retirement benefit,
determined on the Valuation Date as if the Employee terminated on such Valuation
Date, plus the aggregate amount of distributions made to such Employee within
the five-year period ending on the Determination Date (except to the extent
already included on the Valuation Date) and (2) in the case of any defined
contribution plan, the sum of the amounts credited, on the Determination Date,
to each of the accounts maintained on behalf of such Employee (including
accounts reflecting any nondeductible employee contributions) under such plan
plus the aggregate amount of distributions made to such Employee within the
five-year period ending on the Determination Date. For purposes of this Section
B.2, the present value shall be computed using a 5% interest assumption and the
mortality assumptions contained in the defined benefit plan for benefit

<PAGE>

equivalence purposes, provided that, if more than one defined benefit plan is
being aggregated for top-heavy purposes, the actuarial assumptions which shall
be used for testing top-heaviness are those of the plan with the lowest interest
assumption, provided further that if the lowest interest assumption is the same
for two or more plans, the actuarial assumptions used shall be that of the plan
with the greatest value of assets on the applicable date.

         (b) "Company" means any company (including unincorporated
organizations) participating in the Plan or plans included in the "aggregation
group" as defined in this Appendix B.

         (c) "Determination Date" means the last day of the preceding Plan Year
or, in the case of the first Plan Year of the Plan, the last day of the Plan
Year.

         (d) "Employees" means employees, former employees, beneficiaries, and
former beneficiaries who have a Benefit Amount greater than zero on the
Determination Date.

         (e) "Key Employee" means any Employee who, during the Plan Year
containing the Determination Date or during the four preceding Plan Years, is:

                  (1) one of the ten Employees of a Company having annual
         compensation from such Company of more than the limitation in effect
         under Section 415(c)(1)(A) of the Code and owning (or considered as
         owning within the meaning of Section 318 of the Code) both more than a
         1/2% interest and the largest interests in such Company (if two
         Employees have the same interest the Employee having the greater annual
         compensation from the Company shall be treated as having a larger
         interest);

                  (2)      a 5% owner of a Company;

<PAGE>

                  (3)      a 1% owner of a Company who has an annual
         compensation above $150,000; or

                  (4) an officer of a Company having an annual compensation
         greater than 50% of the amount in effect under Section 415(b)(1)(A) of
         the Code for any such Plan Year (however, no more than the lesser of
         (A) 50 employees or (B) the greater of 3 employees or 10% of the
         Company's employees shall be treated as officers). For purposes of
         determining the number of employees taken into account under this
         Section B.2(e)(4), employees described in Section 414(q)(5) of the Code
         shall be excluded.

         (f)      A "Non-Key Employee" means an Employee who is not a Key
Employee.

         (g) "Valuation Date" means the first day (or such other date which is
used for computing plan costs for minimum funding purposes) of the 12-month
period ending on the Determination Date.

         (h) A "Year of Service" shall be calculated using the Plan rules that
normally apply for determining vesting service.

         These definitions shall be interpreted in accordance with Section
416(i) of the Code and the regulations thereunder and such rules are hereby
incorporated by reference. The term "Key Employee" shall not include any officer
or employee of an entity referred to in Section 414(d) of the Code. For the
purpose of this subsection, "compensation" shall mean compensation as defined in
Section 414(q)(4) of the Code and shall be determined without regard to Sections
125, 402(a)(8), 402(h)(1)(B) or, in the case of employer contributions made
pursuant to a salary reduction agreement, Section 403(b), or, for Plan Years
beginning after December 31, 2000, Section 132(f)(4).

<PAGE>

B.3      Top-Heavy Definition.
         ---------------------
         The Plan shall be top-heavy for any Plan Year if, as of the
Determination Date, the "top-heavy ratio" exceeds 60%. The top-heavy ratio is
the sum of the Benefit Amounts for all employees who are Key Employees divided
by the sum of the Benefit Amounts for all Employees. For purposes of this
calculation only, the following rules shall apply:

         (a) The Benefit Amounts of all Non-Key Employees who were Key Employees
during any prior Plan Year shall be disregarded.

         (b) The Benefit Amounts of all employees who have not performed any
services for any Company at any time during the five-year period ending on the
Determination Date shall be disregarded; provided, however, if an Employee
performs no services for five years and then again performs services, such
Employee's Benefit Amount shall be taken into account.

         (c)      (1)  Required  Aggregation.  This calculation shall be made by
         aggregating  any  plans,  of the  Company  or a Related  Company,
         qualified  under  Section  401(a) of the Code in which a Key  Employee
         participates  or which  enables the Plan to meet the  requirements  of
         Section  401(a)(4)  or  410 of  the  Code;  all  plans  so  aggregated
         constitute the "aggregation group."

                  (2) Permissive Aggregation. The Company may also aggregate any
         such plan to the extent that such plan, when aggregated with this
         aggregation group, continues to meet the requirements of Section
         401(a)(4) and Section 410 of the Code.

         If an aggregation group includes two or more defined benefit plans, the
actuarial assumptions used in determining an Employee's Benefit Amount shall be
the same under each defined benefit plan and shall be specified in such plans.
The aggregation group shall also include any terminated plan which covered a
Key-Employee and which was maintained within the five-year period ending on the
Determination Date.

<PAGE>

         (d) This calculation shall be made in accordance with Section 416 of
the Code (including 416(g)(3)(B) and (g)(4)(A)) and the regulations thereunder
and such rules are hereby incorporated by reference. For purposes of determining
the accrued benefit of a Non-Key Employee who is a Participant in a defined
benefit plan, this calculation shall be made using the method which is used for
accrual purposes for all defined benefit plans of the Company, or if there is no
such method, as if such benefit accrued not more rapidly than the slowest
accrual rate permitted under Section 411(b)(1)(C) of the Code.

B.4      Vesting.
         --------
         Notwithstanding the vesting provisions of the Plan, if the Plan is
top-heavy for any Plan Year, any Participant who completes one Hour of Service
during any day of such Plan Year or any subsequent Plan Year and who terminates
during any day of such Plan Year or any subsequent Plan Year shall be entitled
to a vested benefit which is the greater of his vested interest pursuant to
Section 5.2 of the Plan, or a vested interest at least equal to the product of
(x) the benefit such Participant would receive under the Plan if he was 100%
vested on the date of such termination times (y) the percentage shown below:

                    Number of Completed
                     Years of Service             Percentage

                             2                        20%

                             3                        40%

                             4                        60%

                             5                        80%

                             6                       100%

<PAGE>


         Notwithstanding the foregoing, the nonforfeitable percentage of a
Participant's benefit under the Plan shall not be less than that determined
under the Plan without regard to the preceding vesting schedule. Such benefit
shall be payable in accordance with the provisions of the Plan regarding
payments to terminated Participants.

         Notwithstanding the preceding paragraph, if the Plan is no longer
top-heavy in a Plan Year following a Plan Year in which it was top-heavy, a
Participant's vesting percentage shall be computed under the vesting schedule
that otherwise exists under the Plan. However, in no event shall a Participant's
vested percentage in his accrued benefit be reduced. In addition, a Participant
shall have the option of remaining under the vesting schedule set forth in this
Section B.4 if he has completed three years of Vesting Service. The period for
exercising such option shall begin on the first day of the Plan Year for which
the Plan is no longer top-heavy and shall end 60 days after the later of such
first day or the day the Participant is issued written notice of such option by
the Company or the Committee.

B.5      Minimum Benefits or Contributions, Compensation Limitations and Section
         -----------------------------------------------------------------------
         415 Limitations.
         ----------------
     If the Plan is top-heavy for any Plan Year, the following  provisions shall
apply to such Plan Year:

         (a)      (1) Except to the extent not required by Section 416 of the
         Code or any other provision of law, notwithstanding any other provision
         of the Plan, if the Plan and all other plans which are part of the
         aggregation group are defined contribution plans, each Participant (and
         any other Employee required by Section 416 of the Code) other than Key
         Employees shall receive an allocation of employer contributions and
         forfeitures from a plan which is part of the aggregation group at least
         equal to 3%

<PAGE>

         (or, if lesser, the largest percentage allocated to any Key Employee
         for the Plan Year) of such Participant's compensation for such Plan
         Year (the "defined contribution minimum"). For purposes of this
         subsection, salary reduction contributions on behalf of a Key Employee
         must be taken into account. For purposes of this subsection, a non-Key
         Employee shall be entitled to a contribution if he is employed on the
         last day of the Plan Year (i) regardless of his level of compensation,
         (ii) without regard to whether he has made any mandatory contributions
         required under the Plan, and (iii) regardless of whether he has less
         than 1,000 Hours of Service (or the equivalent) for the accrual
         computation period.

                  (2) Except to the extent not required by Section 416 of the
         Code or any other provision of law, notwithstanding any other
         provisions of the Plan, if the Plan or any other plan which is part of
         the aggregation group is a defined benefit plan each Participant who is
         a participant in any such defined benefit plan (who is not a Key
         Employee) who accrues a full Year of Service during such Plan Year
         shall be entitled to an annual normal retirement benefit from a defined
         benefit plan which is part of the aggregation group which shall not be
         less than the product of (i) the employee's average compensation for
         the five consecutive years when the employee had the highest aggregate
         compensation and (ii) the lesser of 2% per Year of Service or 20% (the
         "defined benefit minimum"). A Non-Key Employee shall not fail to accrue
         a benefit merely because he is not employed on a specified date or is
         excluded from participation because (i) his compensation is less than a
         stated minimum or (ii) he fails to make mandatory employee
         contributions. For purposes of calculating the defined benefit minimum,
         (i) compensation shall not include compensation in Plan Years after the
         last Plan Year in which the Plan is top-heavy and (ii) a Participant
         shall not receive a Year of Service in any Plan Year before January 1,
         1984 or in any Plan Year in which the Plan is not top-heavy. This

<PAGE>
         defined benefit minimum shall be expressed as a life annuity (with no
         ancillary benefits) commencing at normal retirement age. Benefits paid
         in any other form or time shall be the actuarial equivalent (as
         provided in the plan for retirement benefit equivalence purposes) of
         such life annuity. Except to the extent not required by Section 416 of
         the Code or any other provisions of law, each Participant (other than
         Key Employees) who is not a participant in any such defined benefit
         plan shall receive the defined contribution minimum (as defined in
         paragraph (a)(1) above).

                  (3) If a non-Key Employee is covered by plans described in
         both paragraphs (1) and (2) above, he shall be entitled only to the
         minimum described in paragraph (1), except that for the purpose of
         paragraph (1) "3% (or, if lesser, the largest percentage allocated to
         any key employee for the Plan Year)" shall be replaced by "5%".
         Notwithstanding the preceding sentence, if the accrual rate under the
         plan described in (2) would comply with this Section B.5 absent the
         modifications required by this Section, the minimum described in
         paragraph (1) above shall not be applicable.

         (b) For purposes of this Section, "compensation" shall mean all
earnings included in the Employee's Form W-2 for the calendar year that ends
within the Plan Year, not in excess of $150,000, adjusted at the same time and
in the same manner as under Section 415(d) of the Code.

         (c) (1) For any Plan Year commencing before January 1, 2000, unless the
         Plan qualifies for an exception under Section B.5(c)(2), "1.0" shall be
         substituted for "1.25" in the definitions of Defined Benefit Plan
         Fraction and Defined Contribution Plan Fraction used in Appendix A to
         the Plan.

<PAGE>

             (2) For any Plan Year commencing before January 1, 2000, a
         Plan qualifies for an exception from the rule of Section B.5(c)(1) if
         the Benefit Amount of all Employees who are Key Employees does not
         exceed 90% of the sum of the Benefit Amounts for all Employees and one
         of the following requirements is met:

                           (A)      A defined benefit minimum of 3% per Year of
                  Service (up to 30%) is provided;

                           (B)      For Participants covered only by a defined
                  contribution plan, a defined contribution minimum of 4%
                  is provided;

                           (C)      For Participants covered by both types of
                  plans, benefits from the defined contribution minimum are
                  comparable to the 3% defined benefit minimum;

                           (D)      The plan provides a floor offset where the
                  floor is a 3% defined benefit minimum; or

                           (E)      A defined contribution minimum of 7-1/2% of
                  compensation is provided for any non-Key Employee who is
                  covered under both a defined benefit plan and a defined
                  contribution plan (each of which is top-heavy) of a Company.

<PAGE>

                                   APPENDIX C

                   SPECIAL PROVISIONS FOR FORMER PARTICIPANTS

                               IN THE ANCHOR PLAN

C.1 - Participants Subject to this Appendix.
      --------------------------------------
         Effective as of April 1, 2002 (the "Anchor Merger Date"), the Anchor
Plan merged with the Plan. The Plan is the survivor of the merger. Each Eligible
Employee who, prior to April 1, 2002, was a participant in the Anchor Plan is
subject to the provisions of this Appendix C (an "Anchor Participant").

C.2 - Eligibility and Service.
      ------------------------
         Each Anchor Participant and each person would have been eligible to
participate in the Anchor Plan immediately prior to the Anchor Merger Date but
for the age 21 eligibility restriction imposed under the Anchor Plan shall
become a Participant as of the Anchor Merger Date. With respect to each such
person, service under this Plan shall include such employee's period of service
taken into consideration under the Anchor Plan as of the Anchor Merger Date.

C.3 - Investments.
      ------------
         The Committee shall adopt such rules as it deems appropriate for the
transfer of investments under the Anchor Plan to the Plan's investments.

C.4 - Vesting.
      --------
         Each Anchor Participant was fully vested in his accounts under the
Anchor Plan as of the Anchor Merger Date. An Anchor Participant's Accounts under
the Plan attributable to his account balances under the Anchor Plan as of the
Anchor Merger Date shall also be fully vested. An Anchor Participant's
Compensation Deferral Account, Employer Matching Contributions Account, and
Rollover Account shall also be fully vested. An Anchor Participant's interest in
his Company Contribution Account with respect to Company Contributions made with


<PAGE>

respect to the 2002 Plan Year or any subsequent Plan Year shall vest and become
nonforfeitable up to a maximum of 100% in accordance with the vesting rules set
forth in Section 5.2.

C.5 - Withdrawals.
      ------------
         The Anchor Plan allowed participants a right to withdraw vested
benefits upon or after attaining age 59-1/2. Accordingly, an Anchor Participant
may withdraw all or any portion of his vested Account balance under the Plan at
any time upon or after attaining age 59-1/2; provided, however, that an Anchor
Participant's aggregate withdrawals pursuant to this Section C.5 shall not
exceed the balance of such Anchor Participant's Accounts as of December 31,
2002.

C.6 - Beneficiary Designations.
      -------------------------
If an Anchor Participant does not validly designate a Beneficiary under the
Plan, but validly designated a Beneficiary under the Anchor Plan before the
Anchor Merger Date, then the Anchor Participant's most recent, valid such
designation under the Anchor Plan as of the Anchor Merger Date shall be
considered a designation of a Beneficiary under the Plan.C.7 - Plan Loans.

         If an Anchor Participant had a loan outstanding under the Anchor Plan
as of the Anchor Merger Date, such loan shall become a Plan Loan subject to the
provisions of Section 9.11 of the Plan (each a "Former Anchor Plan Loan"). A
Former Anchor Plan Loan shall be repaid in accordance with the original terms of
such loan.

<PAGE>

                                   Appendix D

         PROVISIONS TO REFLECT CHANGES UNDER THE ECONOMIC GROWTH AND TAX

                       RELIEF RECONCILIATION ACT OF 2001

                                    PREAMBLE

         A. Adoption and effective date of amendment. This Appendix D to the
Plan is adopted to reflect certain provisions of Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA") and is intended as good faith compliance
with the requirements of EGTRRA and to be construed in accordance with EGTRRA
and guidance issued thereunder. Except as otherwise provided, this amendment
shall be effective as of the first day of the first plan year beginning after
December 31, 2001.

         B.       Supersession of inconsistent provisions. This amendment shall
supersede the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this amendment.

1.       Increase in Compensation Limit.
         -------------------------------

         The annual compensation of 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 Section 401(a)(17)(B) of the Code. Annual compensation means
compensation during the plan year or such other consecutive 12-month period over
which compensation is otherwise determined under the Plan (the Determination
Period). 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.

2.       Modification of Top-Heavy Rules.
         --------------------------------

         (a)      Effective Date. This Section shall apply for purposes of
determining whether the Plan is a top-heavy plan under Section 416(g) of the
Code for plan years beginning after December 31, 2001, and whether the Plan
satisfies the minimum benefits requirements of Section 416(c) of the Code for
such years. This Section amends Section 9.12 and Appendix B of the Plan.

         (b)      Determination of Top-Heavy Status.

                  (i) Key Employee. 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
         employer having annual compensation greater than $130,000 (as adjusted
         under Section 416(i)(1) of the Code for plan years beginning after
         December 31, 2002), a 5-percent owner of the employer, or a 1-percent
         owner of the employer having annual compensation of more than $150,000.
         For this purpose, annual compensation means compensation within the
         meaning of Section 415(c)(3) of the Code. The determination of who is a
         key employee will be made in accordance with Section 416(i)(1) of the
         Code and the applicable regulations and other guidance of general
         applicability issued thereunder.

<PAGE>

                  (ii) Determination of present values and amounts. This Section
         2(b)(ii) shall apply for purposes of determining the present values of
         accrued benefits and the amounts of account balances of employees as of
         the determination date.

                           (1) Distributions during year ending on the
                  determination date. The present values of accrued benefits and
                  the amounts of account balances of an employee as of the
                  determination date shall be increased by the distributions
                  made with respect to the employee under the Plan and any plan
                  aggregated with the Plan under Section 416(g)(2) of the Code
                  during the 1-year period ending on the determination date. The
                  preceding sentence shall also apply to distributions under a
                  terminated plan which, had it not been terminated, would have
                  been aggregated with the Plan under Section 416(g)(2)(A)(i) of
                  the Code. In the case of a distribution made for a reason
                  other than separation from service, death, or disability, this
                  provision shall be applied by substituting "5-year period" for
                  "1-year period."

                           (2) Employees not performing services during year
                  ending on the determination date. The accrued benefits and
                  accounts of any individual who has not performed services for
                  the employer during the 1-year period ending on the
                  determination date shall not be taken into account.

         (c)      Minimum Benefits.

                  (i) Matching contributions. Employer matching contributions
         shall be taken into account for purposes of satisfying the minimum
         contribution requirements of Section 416(c)(2) of the Code and the
         Plan. The preceding sentence shall apply with respect to matching
         contributions under the Plan or, if the Plan provides that the minimum
         contribution requirement shall be met in another plan, such other plan.
         Employer matching contributions that are used to satisfy the minimum
         contribution requirements shall be treated as matching contributions
         for purposes of the actual contribution percentage test and other
         requirements of Section 401(m) of the Code.

3.       Direct Rollovers of Plan Distributions.
         --------------------------------------

         (a) Effective Date.  This Section 3 shall apply to distributions
made after December 31, 2001.

         (b) Modification of Definition of Eligible Retirement Plan. For
purposes of the direct rollover provisions in Section 6.7 of the Plan, an
Eligible Retirement Plan shall also mean an annuity contract described in
Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
Plan. The definition of Eligible Retirement Plan shall 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 Section
414(p) of the Code.

<PAGE>

         (c) Modification of Definition of Eligible Rollover Distribution
to Exclude Hardship Distributions. For purposes of the direct rollover
provisions in Section 3.4 and 6.7 of the Plan, any amount that is distributed on
account of hardship shall not 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.

4.       Rollovers From Other Plans.
         ---------------------------

         The Plan will accept participant rollover contributions and/or direct
rollovers of distributions made after December 31, 2001, from the following
types of plans:

         (a) Direct Rollovers. The Plan will accept a direct rollover of an
Eligible Rollover Distribution from: a qualified plan described in Section
401(a) or 403(a) of the Code, excluding after-tax employee contributions; an
annuity contract described in Section 403(b) of the Code, excluding after-tax
employee contributions; an eligible plan under Section 457(b) of the Code which
is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state.

         (b) Participant Rollover Contributions from Other Plans. The Plan will
accept a participant contribution of an Eligible Rollover Distribution from: a
qualified plan described in Section 401(a) or 403(a) of the Code; an annuity
contract described in Section 403(b) of the Code; an eligible plan under Section
457(b) of the Code which is maintained by a state, political subdivision of a
state, or any agency or instrumentality of a state or political subdivision of a
state.

         (c) Participant Rollover Contributions from IRAs. The Plan will accept
a participant rollover contribution of the portion of a distribution from an
individual retirement account or annuity described in Section 408(a) or 408(b)
of the Code that is eligible to be rolled over and would otherwise be includible
in gross income.

5.       Repeal of Multiple Use Test.
         ----------------------------

         The multiple use test described in Treasury Regulation Section
1.401(m)-2 and Section 3.7 of the Plan shall not apply for plan years beginning
after December 31, 2001.

6.       Contribution Limitation on Elective Deferrals.
         ----------------------------------------------

         No participant shall be permitted to have elective deferrals made under
this Plan, or any other qualified plan maintained by the employer during any
taxable year, in excess of the dollar limitation contained in Section 402(g) of
the Code in effect for such taxable year, except to the extent permitted under
Section 9 of this Appendix D and Section 414(v) of the Code, if applicable.

<PAGE>

7.       Distribution Upon Severance From Employment.
         --------------------------------------------

         A participant's accounts shall be distributed on account of the
participant's severance from employment. However, such a distribution shall be
subject to the other provisions of the Plan regarding distributions, other than
provisions that require a separation from service before such amounts may be
distributed.

8.       Suspension Period Following Hardship Distribution.
         --------------------------------------------------

         A participant who receives a distribution of elective deferrals in
calendar year 2001, on account of hardship, is prohibited from making elective
deferrals and employee contributions under this Plan and all other plans of the
employer for 6 months or until January 1, 2002, if later. A participant who
receives a distribution of elective deferrals after December 31, 2001, on
account of hardship shall be prohibited from making elective deferrals and
employee contributions under this Plan and all other plans of the employer for 6
months after receipt of the distribution.

9.       Catch-Up Contributions.
         -----------------------

         All employees who are eligible to make elective deferrals under this
Plan and who have attained age 50 before the close of the plan year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions. Catch-up contributions shall apply to contributions
after December 31, 2001.

10.      Limitation on Corporate Deductions.
         -----------------------------------

         Notwithstanding any more restrictive limits on employer contributions
to the Plan, contributions to the Plan will be limited to the amount deductible
as set forth in Section 404(a) of the Code.

11.      Limitations on Contributions.
         -----------------------------

         (a) Effective Date. This Section shall be effective for limitation
years beginning after December 31, 2001.

         (b) Maximum Annual Addition. Except to the extent permitted under
Section 9 of this Appendix D and Section 414(v) of the Code, if applicable, the
annual addition that may be contributed or allocated to a participant's account
under the Plan for any limitation year shall not exceed the lesser of:

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

                  (ii) 100 percent of the participant's compensation, within the
         meaning of Section 415(c)(3) of the Code, for the limitation year. The
         compensation limit referred to in (b) shall not apply to any
         contribution for medical benefits after separation from service (within
         the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which
         is otherwise treated as an annual addition.

<PAGE>



                             IGT PROFIT SHARING PLAN
             (As Amended and Restated Effective as of April 1, 2002)
           (Composite Plan Document Reflecting 2002 EGTRRA Amendment)





<PAGE>


                                TABLE OF CONTENTS

                                    ARTICLE I
                              TITLE AND DEFINITIONS                        PAGE

1.1      Title...............................................................3
1.2      Definitions.........................................................3

                                   ARTICLE II
                                  PARTICIPATION

2.1      Eligibility Requirements...........................................18
2.2      Participation......................................................18
2.3      Reemployment.......................................................19
2.4      Designation of Beneficiary.........................................19
2.5      Designation of Investments.........................................20
2.6      Electronic Media...................................................21

                                   ARTICLE III
                                  CONTRIBUTIONS

3.1      Discretionary Company Contributions................................23
3.2      Compensation Deferrals.............................................25
3.3      Employer Matching Contributions....................................26
3.4      Rollover Contributions.............................................27
3.5      Section 402(g) Limit on Compensation Deferrals.....................28
3.6      Section 401(k) Limitations on Compensation Deferrals...............29
3.7      Section 401(m) Limitations on Employer Matching Contributions......33
3.8      Investment Funds...................................................38
3.9      Valuation of Accounts..............................................40
3.10     Forfeitures........................................................40
3.11     Notification of Participants.......................................41
3.12     Limitations on Contributions.......................................42

                                   ARTICLE IV
                         LIMITATION ON ANNUAL ADDITIONS

4.1      Section 415 Limitations............................................43

                                    ARTICLE V
                                     VESTING

5.1      Fully Vested Accounts..............................................44
5.2      Company Contribution Account.......................................44

<PAGE>


                               TABLE OF CONTENTS
                                  (continued)


                                   ARTICLE VI
                                  DISTRIBUTIONS

6.1      Distribution of Benefits...........................................47
6.2      Hardship Withdrawals from Compensation Deferral Accounts
         and Company Contribution Accounts..................................48
6.3      Rollover Account Withdrawals.......................................51
6.4      Qualified Domestic Relations Orders................................51
6.5      Inability to Locate Participant....................................51
6.6      Limitations on Distributions.......................................52
6.7      Direct Rollovers...................................................54

                                   ARTICLE VII
                                  THE COMMITTEE

7.1      Members............................................................56
7.2      Committee Action...................................................56
7.3      Rights and Duties..................................................57
7.4      Transmittal of Information.........................................61
7.5      Delegation.........................................................61
7.6      Compensation, Bonding, Expenses and Indemnity......................61
7.7      Manner of Administering............................................62
7.8      Duty of Care.......................................................63
7.9      Committee Report...................................................63
7.10     Section 404(c) Provisions..........................................63
7.11     Expenses of Plan and Trust.........................................64

                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

8.1      Amendments.........................................................65
8.2      Discontinuance of Plan.............................................66
8.3      Failure to Contribute..............................................67
8.4      Plan Merger or Consolidation; Transfer of Plan Assets..............67

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1      Contributions Not Recoverable......................................68
9.2      Limitation on Participant's Rights.................................68
9.3      Receipt or Release.................................................69
9.4      Alienation.........................................................69

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)


9.5      Persons Under Incapacity...........................................70
9.6      Governing Law......................................................70
9.7      Headings, etc. Not Part of Plan....................................70
9.8      Masculine Gender Includes Feminine and Neuter......................71
9.9      Instruments in Counterparts........................................71
9.10     Successors and Assigns; Reorganization of Company..................71
9.11     Loans to Participants..............................................71
9.12     Top-Heavy Plan Requirements........................................74

APPENDIX A - ANNUAL ADDITION LIMITS
APPENDIX B - TOP-HEAVY PROVISIONS
APPENDIX C - SPECIAL PROVISIONS FOR FORMER PARTICIPANTS IN THE
             ANCHOR PLAN

<PAGE>



</TEXT>
</DOCUMENT>
