AUTONATION INC /FL, S-8, 1999-11-12

AUTONATION INC /FL
S-8, 1999-11-12
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333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

AUTONATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 75-1105145
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)

110 S. E. 6TH STREET, FORT LAUDERDALE, FLORIDA 33301
(Address of principal executive officers) (Zip Code)
</TABLE>

AUTONATION 401(k) PLAN
(Full title of the Plan)

---------------------

JAMES O. COLE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AUTONATION, INC.
110 S.E. 6TH STREET, 20TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(Name and address of agent for service)
(954) 769-6000
(Telephone number, including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1)(2) FEE
- ----------------------------------------------------------------------------------------------------------------
Common Stock par value $.01 per
share........................... 2,000,000 Shares $10.00 $20,000,000 $5,560.00
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purposes of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of 1933,
as amended, on the basis of the average of the high and low prices of a
share of the Registrant's Common Stock as reported on The New York Stock
Exchange on November 11, 1999. In addition, pursuant to Rule 416(c) of the
Securities Act of 1933, as amended, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Employees participating in the Plan may allocate their contribution among
seven investment alternatives offered by the Plan which includes Common
Stock of the Registrant. The Registrant will contribute $.50 for each $1.00
of employee contributions up to 4% of eligible compensation in the form of
original issuances of Common Stock of the Registrant.
- --------------------------------------------------------------------------------
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<PAGE> 2

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the AutoNation 401(k) Plan (formerly
called the Republic Rewards 401(k) Plan), (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

These document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been filed by AutoNation, Inc. (the
"Company") with the Commission pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference and made a part
of this Registration Statement: (i) the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998; (ii) the Annual Report of the Plan on
Form 11-K for the fiscal year ended December 31, 1998; (iii) all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since December 31, 1998, specifically including the Company's Quarterly Reports
on Form 10-Q for the quarterly periods ended March 31, 1999, June 30, 1999 and
September 30, 1999 and the Company's Current Reports on Form 8-K dated March 3,
1999, April 6, 1999, May 3, 1999, June 30, 1999, August 5 and 30, 1999 and
October 21, 1999; and (iv) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, dated June 19, 1981, as amended.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
or information incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that also is, or is deemed to be, incorporated herein by
reference, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Shares registered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Some of the
attorneys employed by Akerman, Senterfitt & Eidson, P.A. beneficially own shares
of Common Stock as of the date hereof.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Third Amended and Restated Certificate of Incorporation of the Company
entitles the Board of Directors to provide for indemnification of directors and
officers to the fullest extent provided by law, except for liability (i) for any
breach of director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions, or (iv) for any transaction from which
the director derived an improper personal benefit.

Article VII of the Bylaws of the Company provide that to the fullest extent
and in the manner permitted by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law of
the State of Delaware, the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the Company, by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in and not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful. Determination of
an action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in and not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was lawful.

The Bylaws provide that any decision as to indemnification shall be made:
(a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final disposition
of such action, suit or proceeding. Indemnification pursuant to these provisions
is not exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise and shall continue as to a person who has ceased to be a
director or officer. The Company may purchase and maintain insurance on behalf
of any person who is or was a director or officer of the Company.

Further, the Bylaws provide that the indemnity provided will be extended to
the directors, officers, employees and agents of any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of the Bylaws with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.

Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed

3
<PAGE> 4

as a result of such claims, actions, suits or proceedings, which may be brought
against them by reason of being or having been such directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<C> <C> <S>
4.1 -- Third Amended and Restated Certificate of Incorporation of
AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
4.2 -- Bylaws of AutoNation, Inc., as amended to date (incorporated
by reference to Exhibit 3.2 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999).
5.1* -- Opinion of Akerman, Senterfitt and Eidson, P.A. as to the validity
of the Shares.
10.1* -- AutoNation 401(k) Plan.
23.1* -- Consent of Akerman, Senterfitt and Eidson, P.A. (included in
Exhibit 5.1 above).
23.2* -- Consent of Arthur Andersen LLP.
24.1* -- Power of Attorney (included as part of the signature page hereto).
</TABLE>

- ---------------

* Filed herewith.

In lieu of the opinion of counsel or determination letter contemplated by
Section 601(b)(5)(ii) of Regulation S-K, the Registrant hereby undertakes that
it has submitted the Plan and will submit any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes required by
the IRS in order to continue to qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required be Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a

4
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fundamental change in the information set forth in this Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
hereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering hereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

5
<PAGE> 6

THE PLAN

Pursuant to the requirements of the Securities Act, the Plan administrator
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of
Florida on November 12, 1999.

AUTONATION 401(k) Plan

By: The Administrative Committee, as Plan Administrator

/s/ Charles Salter
- ------------------------------------------------------
By: Charles Salter
Title: Chairperson of the Administrative Committee
of the AutoNation 401(k) Plan

6
<PAGE> 7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Fort Lauderdale, State of Florida on
November 12, 1999.

AUTONATION, INC.

By: /s/ Michael J. Jackson
-----------------------------
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints H. Wayne Huizenga and Michael J. Jackson
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities indicated on November 12, 1999.

<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>

/s/ H. Wayne Huizenga
- -------------------------------- Chairman of the Board
H. Wayne Huizenga

/s/ Michael J. Jackson
- -------------------------------- Chief Executive Officer and Director
Michael J. Jackson (Principal Executive Officer)

/s/ Michael S. Karsner
- -------------------------------- Senior Vice President and Chief Financial
Michael S. Karsner Officer (Principal Financial Officer)

/s/ Mary E. Wood
- -------------------------------- Vice President and Corporate Controller
Mary E. Wood (Principal Accounting Officer)

/s/ Harris W. Hudson
- -------------------------------- Vice Chairman and Director
Harris W. Hudson

/s/ Michael G. DeGroote
- -------------------------------- Director
Michael G. DeGroote

/s/ J.P. Bryan
- -------------------------------- Director
J.P. Bryan

/s/ Rick L. Burdick
- -------------------------------- Director
Rick L. Burdick

/s/ George D. Johnson, Jr.
- -------------------------------- Director
George D. Johnson, Jr.

/s/ John J. Melk
- -------------------------------- Director
John J. Melk

/s/ Robert J. Brown
- -------------------------------- Director
Robert J. Brown

/s/ Irene B. Rosenfeld
- -------------------------------- Director
Irene B. Rosenfeld

</TABLE>
<PAGE> 8

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIAL
NUMBER EXHIBIT DESCRIPTION PAGE NO.
- ------ ------------------- ----------
<C> <C> <S> <C>
4.1 -- Third Amended and Restated Certificate of Incorporation of
AutoNation, Inc. (incorporated by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
4.2 -- Bylaws of AutoNation, Inc., as amended to date (incorporated
by reference to Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999).
5.1* -- Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity
of the Shares.
10.1* -- AutoNation 401(k) Plan.
23.1* -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above).
23.2* -- Consent of Arthur Andersen LLP.
24.1* -- Power of Attorney (included as part of the signature page).
</TABLE>

- ---------------

* Filed herewith.

<PAGE> 1
EXHIBIT 5.1

AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
ONE SE THIRD AVENUE
28TH FLOOR
MIAMI, FLORIDA 33131
(305) 374-5600
TELECOPY (305) 374-5095

November 12, 1999

AutoNation, Inc.
110 S.E. 6th Street
Fort Lauderdale, Florida 33301

RE: Registration Statement On Form S-8

Gentlemen:

We have acted as counsel to AutoNation, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing by the Company with
the Securities and Exchange Commission of the Company's Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement relates to 2,000,000
shares (the "Shares") of the Company's common stock, par value $0.01 per share
("Common Stock"), which the Company may issue from time to time in accordance
with the terms of the AutoNation 401(k) Plan (the "Plan").

We have examined such corporate records, documents, instruments and certificates
of the Company and have received such representations from the officers and
directors of the Company and have reviewed such questions of law as we have
deemed necessary, relevant or appropriate to enable us to render the opinion
expressed herein. In such examination, we have assumed the genuineness of all
signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.

Based upon such examination and review and upon the representations made to us
by the officers and directors of the Company, we are of the opinion that when
the Registration Statement becomes effective under the Securities Act and the
Shares are issued in accordance with the terms and conditions of the Plan, the
Shares will constitute validly issued, fully paid and non-assessable securities
of the Company.

The opinion expressed herein is limited to the federal securities laws of the
United States of America and the corporate laws of the State of Delaware and we
express no opinion as to the effect on the matters covered of the laws of any
other jurisdiction.

This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to all references to the firm in the Registration
Statement.

Very truly yours,

/s/ AKERMAN, SENTERFITT & EIDSON, P.A.

<PAGE> 1
Exhibit 10.1

REPUBLIC REWARDS

401(K) PLAN

Effective January 1, 1998

June 18, 1998

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
INTRODUCTION .............................................................. 1

ARTICLE 1. DEFINITIONS .................................................... 2
1.1. Account Balance or Account ................................. 2
1.2. Act ........................................................ 2
1.3. Administrative Committee or Committee ...................... 2
1.4. Affiliate .................................................. 2
1.5. After-Tax Account .......................................... 2
1.6. After-Tax Contributions .................................... 2
1.7. Beneficiary ................................................ 3
1.8. Board of Directors or Board ................................ 3
1.9. Break in Service ........................................... 3
1.10. Code ....................................................... 3
1.11. Company .................................................... 3
1.12. Compensation ............................................... 3
1.13. Discretionary Contribution ................................. 4
1.14. Effective Date ............................................. 4
1.15. Eligible Employee .......................................... 4
1.16. Employee ................................................... 4
1.17. Employer Account ........................................... 5
1.18. 401(k) Contributions ....................................... 5
1.19. 401(k) Account ............................................. 5
1.20. Grandfathered Account Balance or Grandfathered Account ..... 5
1.21. Grandfathered After-Tax Account ............................ 5
1.22. Grandfathered Employer Account ............................. 5
1.23. Grandfathered 401(k) Account ............................... 5
1.24. Grandfathered Nonelective Contribution Account ............. 5
1.25. Grandfathered Prior Plan ................................... 5
1.26. Grandfathered Rollover Account ............................. 6
1.27. Highly Compensated Employee ................................ 6
1.28. Hour of Service ............................................ 7
1.29. Investment Fund ............................................ 8
1.30. Limitation Year ............................................ 8
1.31. Matching Account ........................................... 8
1.32. Matching Contributions ..................................... 8

</TABLE>

(i)

<PAGE> 3

<TABLE>
<S> <C>
1.33. Merger Date ................................................ 8
1.34. Nonelective Contribution Account ........................... 8
1.35. Nonhighly Compensated Employee ............................. 8
1.36. Normal Retirement Age ...................................... 8
1.37. Normal Retirement Date ..................................... 8
1.38. One-Year Period of Severance ............................... 8
1.39. Participant ................................................ 9
1.40. Participating Company ...................................... 9
1.41. Period of Severance ........................................ 9
1.42. Plan ....................................................... 9
1.43. Plan Year .................................................. 9
1.44. Predecessor Company ........................................ 9
1.45. Prior Plan ................................................. 9
1.46. Qualified Domestic Relations Order ......................... 9
1.47. Qualified Nonelective Contributions ........................ 9
1.48. Qualified Matching Contributions ........................... 10
1.49. Republic ................................................... 10
1.50. Rollover Account ........................................... 10
1.51. Rollover Contribution ...................................... 10
1.52. Service .................................................... 10
1.53. Severance of Service ....................................... 11
1.54. Spouse or Surviving Spouse ................................. 12
1.55. Totally and Permanently Disabled ........................... 12
1.56. Trust ...................................................... 12
1.57. Trustee .................................................... 12
1.58. Valuation Date ............................................. 12
1.59. Year of Service ............................................ 12

ARTICLE 2. ELIGIBILITY AND PARTICIPATION .................................. 14
2.1. Time of Participation ...................................... 14
2.2. Change in Status ........................................... 15
2.3. Ineligible Employees ....................................... 15

ARTICLE 3. CONTRIBUTIONS .................................................. 16
3.1. Employee Contributions ..................................... 16
3.2. Company Contributions ...................................... 17
3.3. Makeup Contributions ....................................... 18
3.4. 401(k) Plan Nondiscrimination Testing ...................... 18

</TABLE>

(ii)

<PAGE> 4

<TABLE>
<S> <C>
3.5. Rollover Contributions ..................................... 18
3.6. Method and Time for Payment of Contributions ............... 19
3.7. Contribution Due to Mistake of Fact ........................ 19
3.8. Nondeductible Overpayment .................................. 19
3.9. Individual Accounting ...................................... 19

ARTICLE 4. CONTRIBUTION ALLOCATIONS AND VESTING ........................... 20
4.1. Allocation of 401(k) Contributions ......................... 20
4.2. Company Contributions ...................................... 20
4.3. Allocation of Rollover Contribution ........................ 22
4.4. Allocation of Assets from Prior Plan ....................... 22
4.5. Limitation on Allocations .................................. 22
4.6. Vesting .................................................... 22

ARTICLE 5. VALUATION OF FUND AND ALLOCATION OF GAINS
AND LOSSES ........................................ 23
5.1. Valuation of Fund .......................................... 23
5.2. Daily Valuation ............................................ 23

ARTICLE 6. PAYMENT OF BENEFITS ............................................ 25
6.1. Distribution of Benefits .................................. 25
6.2. Amount and Time of Payment ................................. 26
6.3. Method of Payment .......................................... 27
6.4. Small Benefit Payments ..................................... 27
6.5. Minimum Distribution Rules ................................. 27
6.6. Election of Stock Distribution ............................. 28
6.7. Forfeiture of Nonvested Portion of Account Balance ......... 28
6.8. Election of Direct Rollover ................................ 29
6.9. Qualified Domestic Relations ............................... 30
6.10. Nonforfeitability .......................................... 30
6.11. Reemployment ............................................... 30

ARTICLE 7. DEATH BENEFITS ................................................. 31
7.1. Death Benefits ............................................. 31
7.2. Designation of Beneficiary ................................. 31
7.3. Time and Method of Payment ................................. 32

</TABLE>

(iii)

<PAGE> 5

<TABLE>
<S> <C>
ARTICLE 8. IN-SERVICE WITHDRAWALS BY PARTICIPANTS ............................ 34
8.1. Hardship Distributions from 401(k) Account ................... 34
8.2. Withdrawal from Rollover Account ............................. 35
8.3. Withdrawals after Age 59 1/2 ................................. 36
8.4. Withdrawals from After-Tax Account ........................... 36
8.5. Withdrawals from Employer Account ............................ 36
8.6. Limitations on Withdrawals ................................... 36
8.7. Spousal Consent .............................................. 36
8.8. Automated Withdrawals ........................................ 36

ARTICLE 9. INVESTMENT OF TRUST ASSETS ........................................ 37
9.1. Participant Directed Investments ............................. 37
9.2. Investment of Matching Account ............................... 37
9.3 Voting Rights ................................................ 38

ARTICLE 10. PLAN ADMINISTRATION .............................................. 39
10.1. Establishment of the Employee Benefits Committee ............. 39
10.2. Powers of the Administrative Committee ....................... 39
10.3. Duties and Authority of the Administrative Committee ......... 40
10.4. Actions by the Committee or a Subcommittee ................... 41
10.5. Action Taken in Good Faith ................................... 41
10.6. Indemnification .............................................. 42
10.7. Benefit Application and Claims Procedure ..................... 42
10.8. Responsibilities of Named Fiduciaries Other than the
Committee ........................................... 43
10.9. Allocation of Responsibilities ............................... 44
10.10. Designation of Persons to Carry Out Responsibilities of Named
Fiduciaries ......................................... 44
10.11. Payment of Expenses .......................................... 44

ARTICLE 11. PLAN ADOPTION, AMENDMENT OR TERMINATION .......................... 45
11.1. Adoption of Plan by Affiliates ............................... 45
11.2. Disassociation of Participating Company ...................... 45
11.3. Amendment of Plan ............................................ 45
11.4. Vesting Upon Plan Termination ................................ 46
11.5. Merger ....................................................... 46
11.6 Acceptance of Transferred Assets ............................. 46
11.7 Plan to Plan Transfers ....................................... 46
11.8 Plan to Plan Transfer to Republic Services 401(k) Plan ....... 47

</TABLE>

(iv)

<PAGE> 6

<TABLE>
<S> <C>
ARTICLE 12. TRUST FUND AND THE TRUSTEE ...................................... 48
12.1. Trust and Trustee ........................................... 48
12.2. Assets of the Trust ......................................... 48

ARTICLE 13. MISCELLANEOUS ................................................... 49
13.1. Limitation of Assignment .................................... 49
13.2. Legally Incompetent Distributee ............................. 49
13.3. Unclaimed Payments .......................................... 49
13.4. Notification of Addresses ................................... 49
13.5. Notice of Proceedings and Effect of Judgment ................ 50
13.6. Severability ................................................ 50
13.7. Prohibition Against Diversion ............................... 50
13.8. Limitation of Rights ........................................ 50
13.9. Controlling Law ............................................. 50
13.10. Errors in Payment ........................................... 50
13.11. USERRA and Code Section 414(u) Compliance ................... 50
13.12. Loans from Prior Plans ...................................... 51
13.13. Headings and Use of Words ................................... 51

ARTICLE 14. TOP-HEAVY PROVISIONS ............................................ 52
14.1. Applicability of this Article ............................... 52
14.2. Top-Heavy and Super Top-Heavy Determination ................. 52
14.3. Computation of the Aggregate of the Account Balances ........ 52
14.4. Required Aggregation of Plans ............................... 54
14.5. Permissive Aggregation of Plans ............................. 55
14.6. Special Rules of Top-Heavy Plans and Super Top-Heavy Plans .. 55
14.7. Special Definitions ......................................... 57

SCHEDULE A PARTICIPATING COMPANIES .......................................... A-1

SCHEDULE B 401(k) PLAN NONDISCRIMINATION TESTING

B.1. ADP Test ...................................................... B-1
B.2. ACP Test ...................................................... B-6
B.3. Multiple Use Test ............................................. B-10

</TABLE>

(v)

<PAGE> 7

<TABLE>
<S> <C>
SCHEDULE C GRANDFATHERED DISTRIBUTION OPTIONS

C.1. General .............................................................. C-1
C.2. Forms of Payment ..................................................... C-1
C.3. Amount and Time of Payment ........................................... C-3
C.4. Special Rules Concerning Qualified Joint and Survivor Annuity ........ C-4
C.5. Death Benefits ....................................................... C-5
C.6. Death Benefit Distribution Provisions ................................ C-5
C.7. Special Definitions .................................................. C-7

SCHEDULE D COLLECTIVELY BARGAINING AGREEMENTS ............................. D-1

</TABLE>

(vi)

<PAGE> 8

INTRODUCTION

The Republic Rewards 401(k) Plan (the "Plan") is hereby amended and
restated effective January 1, 1998. It is an individual account plan within the
meaning of the Employee Retirement Income Security Act of 1974, as amended
("Act") and the Internal Revenue Code of 1986, as amended ("Code").

The purpose of the Plan is to encourage eligible employees to
accumulate savings for retirement, to further their financial independence by
affording them an opportunity to make systematic contributions to the Plan,
supplemented by contributions made by Republic.

The benefits and rights of employees whose employment terminated prior
to the effective date of this amendment and restatement of the Plan shall be
determined under the terms of this restated Plan unless otherwise specified in
this Plan.

The Plan, originally adopted effective as of January 1, 1994, (formerly
named the Republic Industries, Inc. Retirement Savings Plan) was last restated
as of January 1, 1997, and has since that date been amended.

The Plan is intended to comply with the requirements of the Act and
with the qualification requirements of section 401(a) of the Code. Furthermore,
the Plan is intended to be a profit sharing plan that includes a qualified cash
or deferred arrangement within the meaning of section 401(k) of the Code.
Contributions may be made to the Plan without regard to current or accumulated
profits of any company participating in the Plan.

<PAGE> 9

ARTICLE 1.

DEFINITIONS

Whenever the following capitalized terms are used in this Plan, they
have the meanings specified below. Other words and phrases may be used in the
Plan which are not defined in this Article I, but, for convenience, are defined
when introduced in the text.

1.1. ACCOUNT BALANCE OR ACCOUNT means the total amount credited to a
Participant's 401(k) Account, After-Tax Account, Matching Account, Employer
Account, Nonelective Contribution Account and Rollover Account. Where the
balance in a Participant's Account is to be determined as of a given Valuation
Date, such balance shall be determined after all adjustments and allocations for
the Valuation Date have been made.

1.2. ACT means the Employee Retirement Income Security Act of 1974, as
amended.

1.3. EMPLOYEE BENEFITS COMMITTEE OR COMMITTEE means the Republic
Employee Benefits Committee which shall consist of not less than three nor more
than seven persons appointed from time to time by the Board of Directors of
Republic or its Executive Committee to serve at its pleasure.

1.4. AFFILIATE means (a) any corporation which is a member of the same
controlled group of corporations (within the meaning of Code Section 414(b))
with Republic, (b) any other trade or business (whether or not incorporated)
under common control (within the meaning of Code Section 414(c)) with Republic,
(c) any other corporation, partnership or other organization which is a member
of an affiliated service group (within the meaning of Code Section 414(m)) with
Republic, and (d) any other entity required to be aggregated with Republic
pursuant to regulations under Code Section 414(o).

1.5. AFTER-TAX ACCOUNT means the account maintained for a Participant
which is credited with a Participant's After-Tax Contributions.

1.6. AFTER-TAX CONTRIBUTIONS mean the contributions made at an
Employee's election which were subject to federal income tax when made under the
terms of a Prior Plan.

SECTION 1.3 AMENDED EFFECTIVE 11/20/98

<PAGE> 10

1.7. BENEFICIARY means the person, persons, or entity designated by the
Participant in accordance with Section 7.2 (or by the terms of the Plan) to
receive any death benefit that becomes payable under the Plan.

1.8. BOARD OF DIRECTORS OR BOARD means the Board of Directors of
Republic.

1.9. BREAK IN SERVICE means a number of consecutive One-Year Periods of
Severance which exceed the greater of five or the aggregate number of Years of
Service before such interruption (excluding Years of Service previously
disregarded by reason of any prior interruption of employment).

1.10. CODE means the federal Internal Revenue Code of 1986, as amended.

1.11. COMPANY means Republic, the companies listed in Schedule A and
any other Affiliate participating in the Plan with the consent of the Employee
Benefits Committee.

1.12. COMPENSATION means for a calendar year the amount paid to a
Participant by a Company during the year for wages, salaries, and other amounts
received in the course of employment with the Company to the extent that the
amounts are includible in gross income (including, but not limited to
commissions paid to salesmen, compensation for services on the basis of a
percentage of profits, bonuses (except for sign-on and relocation bonuses),
incentive payments, overtime pay and shift differential). For all purposes under
the Plan, Compensation shall include any amount contributed by a Company on
behalf of a Participant pursuant to a salary reduction agreement which is not
includible in the gross income of the Participant under Code Section 125,
401(k), 402(e)(3) or 402(h). For purposes of this definition, Compensation does
not include severance pay, stock options, reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses, deferred
compensation, welfare benefits (whether or not includible in gross income),
nonperformance bonuses (e.g., sign-on bonuses or relocation bonuses) and income
from property subject to Code Section 83.

Notwithstanding the foregoing, in the case of a Participant who was
covered by a Prior Plan, a Grandfathered Prior Plan or any other tax-qualified
retirement plan sponsored by Republic or an Affiliate during the calendar year
in which Participant first became eligible under this Plan, Compensation shall
be limited to Compensation earned during the period beginning with the first day
the Participant was covered by this Plan and ending the following December 31.

Compensation shall be limited to $160,000 annually and shall be
adjusted for changes in the cost of living in accordance with Code Section
401(a)(17)(B).

SECTION 1.3 AMENDED EFFECTIVE 11/20/98

<PAGE> 11

1.13. DISCRETIONARY CONTRIBUTION means the Company contributions made
pursuant to Section 3.2(b) and allocated to the Participant's Matching Account
in accordance with 4.2(b).

1.14. EFFECTIVE DATE means January 1, 1998.

1.15. ELIGIBLE EMPLOYEE means any Employee actively providing services
to a Company or on an authorized leave of absence, other than an Employee who
is:

(a) covered by a collective bargaining agreement between
a union and a Company, provided that retirement
benefits were the subject of good faith bargaining,
unless (1) the bargaining agreement specifically
provides for participation in this Plan, or (2) the
bargaining agreement specifically provided for
participation in a tax qualified plan of a company
acquired by Republic or an affiliate and the Employee
Benefits Committee has consented to participation in
this Plan, which consent is evidenced by specifying
the bargaining agreement in Schedule D, or

(b) a leased employee within the meaning of Code Section
414(n)(2), or

(d) any employee in a classification determined by the
Company and described in Schedule E.

1.16. EMPLOYEE means any person, including an officer, who is on the
payroll of the Company and whose wages are subject to withholding for purposes
of federal income taxes or for purposes of the Federal Insurance Contribution
Act. An independent contractor shall not be treated as an Employee for purposes
of this Plan without regard to recharacterization of such individual as an
employee by the Internal Revenue Service for wage tax purposes.

Any leased employee within the meaning of Code Section 414(n)(2) shall
be treated as an Employee of the Company. Notwithstanding the foregoing, if such
leased employees constitute less than twenty percent of the Company's non-highly
compensated work force within the meaning of Code Section 414(n)(5)(C)(ii), the
term "Employee" shall not include those leased employees covered by a plan
described in Code Section 414(n)(5) unless otherwise provided by the terms of
the Plan.

SECTION 1.15 AMENDED EFFECTIVE 2/3/99

<PAGE> 12

1.17. EMPLOYER ACCOUNT means the account maintained for a Participant
which is credited with employer contributions (other than non-elective
contributions as defined in Code Section 401(m)(4)(C)) made under the terms of a
Prior Plan.

1.18. 401(K) CONTRIBUTIONS mean the elective deferrals made pursuant to
a Participant's election which are contributed by the Company to this Plan under
Section 3.1(a) and which are not subject to federal income tax when made because
they are deferred by the Participant under Code Section 401(k).

1.19. 401(K) ACCOUNT means the account maintained for a Participant
which is credited with the Participant's 401(k) Contributions. A Participant's
401(k) Account may also be credited with elective deferrals made under the terms
of a Prior Plan.

1.20. GRANDFATHERED ACCOUNT BALANCE OR GRANDFATHERED ACCOUNT means the
total amount credited to a Participant's Grandfathered 401(k) Account,
Grandfathered After-Tax Account, Grandfathered Employer Account, Grandfathered
Nonelective Contribution Account and Grandfathered Rollover Account.

1.21. GRANDFATHERED AFTER-TAX ACCOUNT means the account maintained for
a Participant which is credited with the Participant's contributions which were
subject to federal income tax when made under the terms of a Grandfathered Prior
Plan.

1.22. GRANDFATHERED EMPLOYER ACCOUNT means the account maintained for a
Participant which is credited with employer contributions (other than
non-elective contributions as defined in Code Section 401(m)(4)(C)) under the
terms of a Grandfathered Prior Plan.

1.23. GRANDFATHERED 401(K) ACCOUNT means the account maintained for a
Participant which is credited with the Participant's elective deferrals made
under the terms of a Grandfathered Prior Plan.

1.24. GRANDFATHERED NONELECTIVE CONTRIBUTION ACCOUNT means the account
maintained for a Participant which is credited with qualified nonelective and/or
matching contributions made under the terms of a Grandfathered Prior Plan.

1.25. GRANDFATHERED PRIOR PLAN means any tax-qualified retirement plan
of a company acquired by Republic or an Affiliate which has been merged into
this Plan and which had one or more of the distribution options described in
Schedule C.

<PAGE> 13

1.26. GRANDFATHERED ROLLOVER ACCOUNT means the account maintained for a
Participant which is credited with the Participant's rollover contribution made
under the terms of a Grandfathered Prior Plan.

1.27. HIGHLY COMPENSATED EMPLOYEE means an Employee who:

(a) is a 5-percent owner at any time during the year or
the preceding year; or

(b) received compensation during the preceding year from
the Company in excess of $80,000 (as adjusted
pursuant to Code Section 415(d)), and, if the Company
so elects, was a member of the top-paid group for
such year.

An employee is in the top-paid group of
employees for any year if such employee is in the
group consisting of the top 20 percent of employees
when ranked on the basis of compensation paid during
such year. For purposes of determining the number of
employees in the top-paid group, the Company shall
exclude employees who:

(i) have not completed 6 months of
service;

(ii) normally work less than 17 1/2
Hours of Service pER week;

(iii) normally work during not more than
6 months during any year;

(iv) have not attained age 21; and

(v) except to the extent provided in
regulations, are included in a unit
of Employees covered by a
collective bargaining agreement
between employee representatives
and the Company.

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

<PAGE> 14

The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of employees in the top-paid
group, and the compensation that is considered, will be made in accordance with
Code Section 414(q) and the regulations thereunder.

1.28. HOUR OF SERVICE means:

(a) Each hour for which an Employee is paid, or entitled
to payment, for the performance of duties for a
Company. These hours shall be credited to the
Employee for the computation period or periods in
which the duties are performed;

(b) Each hour for which an Employee is paid, or entitled
to payment, by a Company on account of a period of
time during which no duties are performed
(irrespective of whether the employment relationship
has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty,
or leave of absence. Such person shall not be
considered to have terminated employment under this
subsection (b) unless the person fails to return to
the employ of the Company at or prior to the
expiration date of the person's absence hereunder, in
which case the person shall be deemed to have
terminated employment as of the date of commencement
of such absence;

(c) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to
by a Company. These hours shall be credited to the
Employee for the computation period or periods to
which the award or agreement pertains rather than the
computation period in which the award, agreement or
payment is made; and

(d) Each hour during which an Employee is in qualified
military service (as defined in Code Section
414(u)(5)) as long as the Employee returns to the
employment of the Company within the time specified
by law.

(e) An Hour of Service credited under subsection (a) or
(b) above will not be credited under subsection (c)
or (d).

<PAGE> 15

(f) Hours under this section shall be calculated and
credited pursuant to Section 2530.200b-2 of the
Department of Labor regulations which are
incorporated herein by reference.

(g) An Hour of Service with an Affiliate that has not
adopted the Plan is treated as an Hour of Service
with a Company for vesting purposes and for purposes
of meeting the eligibility service requirement.

1.29. INVESTMENT FUND means any of the funds in which a Participant may
invest his or her Account in accordance with the provisions of Article 9.

1.30. LIMITATION YEAR means the calendar year.

1.31. MATCHING ACCOUNT means the account maintained for a Participant
which is credited with Matching Contributions and Discretionary Contributions.

1.32. MATCHING CONTRIBUTIONS mean the contributions made by a Company
under Section 3.2(a).

1.33. MERGER DATE means the date as of which a Prior Plan or
Grandfathered Prior Plan was merged with the Plan.

1.34. NONELECTIVE CONTRIBUTION ACCOUNT means the account maintained for
a Participant which is credited with Qualified Nonelective Contributions or
Qualified Matching Contributions made on behalf of a Participant. A
Participant's Nonelective Contribution Account may also be credited with
nonelective contributions (as defined in Code Section 401(m)(4)(C)) made under
the terms of a Prior Plan or to comply with the requirements of Schedule B and
Code Section 401(k) and (m) nondiscrimination testing.

1.35. NONHIGHLY COMPENSATED EMPLOYEE means an Employee who is not a
Highly Compensated Employee.

1.36. NORMAL RETIREMENT AGE means a Participant's 65th birthday.

1.37. NORMAL RETIREMENT DATE means the first day of the month
coincident with or next following the attainment of Normal Retirement Age.

1.38. ONE-YEAR PERIOD OF SEVERANCE means a 12-consecutive month period
beginning on the date a Severance of Service occurs and ending on the first
anniversary of

<PAGE> 16

such date, provided that the Employee during the 12-consecutive month period
fails to perform an Hour of Service.

1.39. PARTICIPANT means any Eligible Employee who has completed the
service required in Article 2 for so long as he or she has a vested Account
Balance in the Plan. Notwithstanding the foregoing, an Eligible Employee who is
eligible to participate, but elects not to contribute to the Plan, shall be
treated as a Participant for purposes of Article 14 and Schedule B.

1.40. PARTICIPATING COMPANY means an Affiliate whose employees are
covered under the Plan.

1.41. PERIOD OF SEVERANCE means the period of time commencing on the
date a Severance of Service occurs and ending on the date on which the Employee
again performs an Hour of Service for a Company.

1.42. PLAN means this plan document (including Schedules A, B and C).

1.43. PLAN YEAR means the calendar year.

1.44. PREDECESSOR COMPANY means a company or other business entity from
whom Republic or an Affiliate acquired stock or all or substantially all of the
assets.

1.45. PRIOR PLAN means any tax-qualified retirement plan of a company
acquired by Republic or an Affiliate which has been merged into this Plan and
which had as its distribution options lump sum payments and/or installment
payments only.

1.46. QUALIFIED DOMESTIC RELATIONS ORDER means a judgement, decree, or
order relating to the provision of child support, alimony payments, or marital
property rights, to a spouse, former spouse, child or other dependent, made
pursuant to a state domestic relations law, which creates or recognizes the
existence of an alternate payee's right to receive all or a portion of the
benefits payable with respect to a Participant under the Plan, as described in
Code Section 414(p). The Committee shall develop procedures (in accordance with
applicable federal regulations) to determine whether a domestic relations order
is qualified, and, if so, the method and procedures for complying with the
order.

1.47. QUALIFIED NONELECTIVE CONTRIBUTIONS mean the Company
contributions made pursuant to Section 3.2(d) and allocated to the Participant's
Nonelective Contribution Account in accordance with Section 4.2(d).

<PAGE> 17

1.48. QUALIFIED MATCHING CONTRIBUTIONS mean the Company contributions
made pursuant to Section 3.2(d) and allocated to the Participant's Nonelective
Contribution Account in accordance with Section 4.2(e).

1.49. REPUBLIC means Republic Industries, Inc. and any successor
thereto.

1.50. ROLLOVER ACCOUNT means the account maintained for a Participant
which is credited with a Rollover Contribution made pursuant to Section 3.5
and/or with a rollover contribution made under the terms of a Prior Plan.

1.51. ROLLOVER CONTRIBUTION means the amount rolled over to the Plan by
a Participant or the amount transferred to the Plan from another plan qualified
under Code Section 401(a) or from a qualifying individual retirement account
("IRA") pursuant to Section 3.5 and allocated to the Participant's Rollover
Account.

1.52. SERVICE means a period commencing on the Participant's Employment
Commencement Date or Reemployment Commencement Date, whichever is applicable,
and ending on the Severance From Service Date, subject to the following:

(a) If an Employee has a Severance of Service because of
quit, discharge or retirement and then performs an
Hour of Service within twelve (12) months of the
Severance of Service Date, he or she shall receive
Service credit for the Period of Severance.

(b) An Employee who has a Severance of Service because of
quit, discharge or retirement during an Authorized
Leave of Absence, and who performs an Hour of Service
within (12) months from the date the leave of absence
began, shall receive service credit for the Period of
Severance. If an Employee is absent for 12 full
months, no service credit is given for the Period of
Severance, except as required by Section 13.11.

Service with a Predecessor Company shall be taken into account under
the Plan as Service with a Company only with respect to an Employee who was
employed by the Predecessor Company on the date its assets were acquired by
Republic or an Affiliate. Service with a Predecessor Company shall be taken into
account under the Plan unless previously disregarded under the Plan or a Prior
Plan.

In determining an Employee's Service, a prior period of service not
required to be taken into account by reason of a Period of Severance which
constitutes a Break in Service

<PAGE> 18

shall not be recognized under the Plan. If an Employee incurs more than a
One-Year Period of Severance but less than five consecutive One-Year Periods of
Severance, all Years of Service credited before the Period of Severance shall be
reinstated. In addition to the foregoing, employment with Florida Panthers
Holdings, Inc., Extended Stay America Corporation, Huizinga Holdings, Inc. or
any subsidiary of the foregoing shall be counted as service for vesting and
eligibility purposes under the Plan, in the event that any of their employees
become Employees of Republic or a Company.

1.53. SEVERANCE OF SERVICE means the earlier of:

(a) the date on which the Employee quits, retires, is
discharged or dies;

(b) the date on which the Employee fails to return to the
service of the Company at the expiration of an
Authorized Leave of Absence in excess of twelve (12)
months or recovery from being Totally and Permanently
Disabled in excess of six (6) months; or

(c) the first anniversary of the first date of a period
in which the Employee remains absent from service
with the Company (with or without pay) for any reason
other than quit, retirement, discharge, death,
Authorized Leave of Absence or Total and Permanent
Disability (such as vacation, holiday, sickness,
unauthorized leave of absence or layoff).

Severance of Service shall not occur and credit for vesting purposes
shall be given for the following:

(a) a period of service with the Armed Forces of the
United States of America, if an Employee who left
active service with the Company to enter and did
directly enter such Armed Forces, returned to active
employment within the time and under the conditions
which entitle him/her to reemployment rights under
the laws of the United States of America.

(b) transfer directly from the employment of one Company
to another Company. Transfer of an Employee in this
Plan to service with an Affiliate which has not
adopted this Plan will not be considered a Severance
of Service and will cause such

<PAGE> 19

service to be included as Service in this Plan.
However, such aforesaid service will only be credited
for vesting purposes and not for benefit purposes
under this Plan.

(c) the period ending on the second anniversary of any
absence from work by reason of the pregnancy of the
Employee, by reason of the birth of a child of the
Employee, by reason of the placement of a child with
the Employee in connection with the adoption of such
child by the Employee, or for purposes of caring for
such child for a period immediately following such
birth or placement; provided, however, that the
period between the first and second anniversaries of
the first day of any such absence shall not count as
Service and no credit will be given for such period
for vesting purposes.

1.54. SPOUSE OR SURVIVING SPOUSE means the legal spouse of the
Participant, provided that a former spouse will be treated as the Spouse or
Surviving Spouse to the extent provided under a Qualified Domestic Relations
Order, except that none of the requirements relating to consent shall apply to
such former spouse.

1.55. TOTALLY AND PERMANENTLY DISABLED means having a disability which
qualifies the Participant for Social Security disability benefits or Company
sponsored long-term disability benefits ("LTD benefits"), if any. A Participant
shall be Totally and Permanently Disabled only so long as he or she continues to
qualify for Social Security disability benefits or LTD benefits. To be Totally
and Permanently Disabled, the disability must arise while the Participant is
employed by a Company.

1.56. TRUST means the assets of the Plan held by the Trustee.

1.57. TRUSTEE means the person, persons, bank, and/or other entity
selected by the Board to hold the assets of the Trust in accordance with Article
12.

1.58. VALUATION DATE means each business day of the Plan Year that the
Trust assets are valued.

1.59. YEAR OF SERVICE means twelve months of Service with a Company, a
non-participating Affiliate or a Predecessor Company. Years of Service shall not
include employment otherwise disregarded under the Plan, a Prior Plan, or any
other tax-qualified retirement plans maintained by Republic or an Affiliate.

<PAGE> 20

All non-successive periods of Service shall be aggregated and any
periods of Service of less than a whole year (whether or not consecutive) shall
be aggregated on the basis that twelve months of Service equal a whole year of
Service. A month of Service is deemed to be 30 days in the case of the
aggregation of fractional months. After aggregating all Service, any period of
Service less than a whole year (12 months) shall be disregarded.

If, under the terms of the Prior Plan, service was credited using the
general method described in ERISA Reg. ss. 2530.200b-2, an Employee's Service
shall be converted to the elapsed time method by crediting each Employee with a
period of Service consisting of :

(1) A number of years equal to the number of years of service
credited to the Employee under the terms of the Prior Plan
before the Plan Year in which the Prior Plan was amended and
restated using the Republic Holding Plan (the "Holding Plan");
and

(2) The greater of:

(a) the period of Service that would be credited to the
Employee under the Service provisions of the Holding
Plan beginning on the first day of the Plan Year in
which the Plan is amended and restated using the
Holding Plan; or

(b) the service taken into account under the Prior Plan
for the year of the amendment as of the date the
Prior Plan is amended and restated using the Holding
Plan.

An Employee shall receive credit for Service subsequent to the
amendment and restatement commencing on the day after the last day of the Plan
Year in which the transfer occurs.

<PAGE> 21

ARTICLE 2.
ELIGIBILITY AND PARTICIPATION

2.1. TIME OF PARTICIPATION.

(a) INITIAL ELIGIBILITY. An Eligible Employee may become
a Participant in the Plan as of the first day of the
month coinciding with or immediately following
completion of a three (3) consecutive month period of
Service, provided such Employee is employed and is at
least age 18 on such date.

(b) ELIGIBILITY OF REHIRED EMPLOYEE.

(i) A former Participant who is reemployed by a
Company and who is an Eligible Employee
becomes a Participant on his or her
Reemployment Commencement Date, except that
a former Participant who had no vested
interest in his or her Matching Account when
employment terminated and who is reemployed
after a five consecutive year Period of
Severance shall lose all prior service and
must requalify for participation in the Plan
under subsection (a) above.

(ii) A former Employee who terminated employment
with a Company before becoming a Participant
must satisfy the requirement of paragraph
(a) above following reemployment if such
Employee returns to employment with a
Company after more than a One-year Period of
Severance.

(iii) A former Employee who terminated employment
with a Company before becoming a Participant
and returns to employment with a Company
before a One-Year Period of Severance will
be eligible to participate on the first day
of the month following reemployment if he or
she has at least three months of Service at
that time.

(iv) An Eligible Employee who had been a
Participant under any tax-qualified
retirement plan maintained by an

<PAGE> 22

Affiliate after its acquisition by Republic
or another Affiliate shall be eligible to
participate in the Plan in accordance with
subparagraph (i), (ii) and (iii) above as if
such employee had been formerly employed by
Republic.

2.2. CHANGE IN STATUS.

(a) If a Participant no longer meets the definition of an
Eligible Employee, such Participant may no longer
contribute to the Plan and is no longer eligible for
Company contributions effective as of the time of
such change in status. If any such Employee again
becomes an Eligible Employee, active participation in
the Plan commences effective as of the time of the
change in status. A change in status includes, but is
not limited to, transfer to or from an Affiliate
which is not participating in this Plan or becoming a
member of a collective bargaining unit whose members
do not participate in the Plan.

(b) If an Employee is employed by a Company after working
for an Affiliate not covered by the Plan, his Service
with the Affiliate shall count for purposes of
meeting the eligibility requirement of Section
2.1(a), except that if he had no vested interest when
his employment with the Affiliate terminated and he
is reemployed by a Company after more than a five
consecutive year Period of Severance, prior Service
is disregarded.

(c) Notwithstanding subsection (a), if a Participant is
no longer an Eligible Employee because he or she is
described in Section 1.15(d), such Participant shall
remain eligible to contribute to the Plan and receive
an allocation of Company contributions until such
time as the Participant is an Employee described in
Section 1.15(a) or is otherwise excluded from
participation.

2.3. INELIGIBLE EMPLOYEES. In the event that a Nonhighly Compensated
Employee is not an Eligible Employee, but is erroneously allowed to participate
in the Plan, he or she is deemed eligible to participate during the period for
which contributions are made to the Plan. The Company is not obligated to make a
Matching Contribution with respect to any such erroneous contribution, but may
do so, in its sole discretion.

<PAGE> 23

ARTICLE 3.
CONTRIBUTIONS

3.1. EMPLOYEE CONTRIBUTIONS.

(a) 401(k) CONTRIBUTIONS.

(i) A Participant may elect to make 401(k)
Contributions in whole percentages of
Compensation on a form provided by the
Committee which may not be less than 1% of
Compensation and which may not exceed the
lesser of (i) 15% of Compensation, or (ii)
$10,000 (adjusted from time to time for
increases in the cost-of-living pursuant to
Code Section 402(g)(5)).

(ii) The above notwithstanding for Plan Years
beginning on and after January 1, 1999, a
Participant may elect to make 401(k)
contributions in whole percentages of
Compensation excluding any Annual Bonus on a
form provided by the Committee which may not
be less than 1% of Compensation and which
may not exceed the lesser of (i) 15% of
Compensation, or (ii) $10,000 (adjusted from
time to time for increases in the
cost-of-living pursuant to Code Section
402(g)(5)).

(iii) Annual Bonus is the bonus specifically
designated as such by the Company at the
time of grant and communicated to affected
Participants.

(b) CHANGE IN PARTICIPANT'S ELECTION. A Participant may
change his contribution election at any time in
accordance with the Plan's administrative procedures.

(d) AUTOMATED ELECTIONS. In the event that Participant
deferral elections are automated through a voice
response unit or similar automated method provided by
the Plan's recordkeeper, an election form will not be
required.

SECTION 3.1(A) AMENDED 12/17/98

<PAGE> 24

3.2. COMPANY CONTRIBUTIONS.

(a) MATCHING CONTRIBUTIONS. For the Plan Year ending
December 31, 1998, the Company shall make
contributions on behalf of each Participant who is an
Eligible Employee credited with at least one Year of
Service in an amount equal to 25% of the amount
contributed for said Participant under Section 3.1;
however, no more than 6% of the Participant's
Compensation for the Plan Year shall be taken into
account and the Participant must be employed on the
last day of the Plan Year, except as provided in
Section 4.2(c).

For Plan Years beginning on and after January 1,
1999, the Company shall make contributions on behalf
of each Participant who is an Eligible Employee
credited with at least one Year of Service in an
amount equal to 50% of the amount contributed for a
Participant under Section 3.1 during a calendar
quarter; however, no more than 4% of the
Participant's Compensation for said calendar quarter
shall be taken into account, and the Participant must
be employed on the last day of the calendar quarter
for which the contribution is made, except as
provided in Section 4.2(c). Provided further, that if
a Participant has elected to exclude an Annual Bonus
from Compensation used to calculate contributions
under Section 3.1(a)(ii), then the maximum Matching
Contribution for that calendar quarter shall be no
more than 4% of the Participant's Compensation
excluding said Annual Bonus.

The above notwithstanding any Eligible Employee
covered by a collective bargaining agreement listed
in Schedule D, shall receive Matching Contributions
in the amount and upon such other terms as are
specified in Schedule D.

(b) DISCRETIONARY CONTRIBUTIONS. Republic, in its sole
discretion, may make a Discretionary Contribution to
the Plan for a Plan Year. The above notwithstanding
any Eligible Employee covered by a collective
bargaining agreement listed in Schedule D, shall
receive Discretionary Contributions in the amount and
upon such other terms as are specified in Schedule D.

(c) CONTRIBUTIONS IN REPUBLIC STOCK. Matching
Contributions and Discretionary Contributions may be
made in Republic common

SECTION 3.2(C) AMENDED EFFECTIVE 12/17/98

<PAGE> 25

stock. Stock contributed for calendar year 1998,
shall be valued using the average of the closing
prices for the stock for the last ten (10) trading
days during December 1998. If stock is contributed
for calendar years after 1998, the shares contributed
will be valued using the average of the closing
prices for the stock each trading day during the
calendar quarter for which the stock is being
contributed.

(d) QUALIFIED NONELECTIVE CONTRIBUTIONS AND QUALIFIED
MATCHING CONTRIBUTIONS. The Company may make
Qualified Nonelective Contributions and/or Qualified
Matching Contributions, to the extent necessary to
satisfy the nondiscrimination tests described in
Schedule B of the Plan. Republic shall not be
required to make a Qualified Nonelective Contribution
or a Qualified Matching Contribution for any Plan
Year, and Republic shall have sole discretion to
determine whether any such contribution shall be made
for a Plan Year.

3.3. MAKEUP CONTRIBUTIONS. In addition to other Company contributions
described in this Article, the Company may make special makeup contributions to
the Plan, if necessary. A makeup contribution is necessary if a Participant's or
Beneficiary's Account must be reinstated in accordance with Section 6.11 or if a
mistake or omission in making or allocating contributions is discovered and is
not corrected by revising prior allocations. A makeup contribution may be made
if it is determined that a correction is advisable under an IRS procedure such
as APRSC.

3.4. 401(K) PLAN NONDISCRIMINATION TESTING. The Plan will satisfy the
nondiscrimination tests set out in Schedule B.

3.5. ROLLOVER CONTRIBUTIONS. An Eligible Employee may transfer to the
Plan and Trust all or any portion of the amount received by the Employee from
another plan and trust that is tax-qualified under Code Section 401(a) and
constitutes a qualifying rollover distribution under Code Section 402(c),
excluding any portion of such distribution representing non-deductible employee
contributions. Any such rollover must be completed within sixty (60) days of the
Employee's receipt of the qualifying rollover distribution.

An Eligible Employee may transfer to the Plan and Trust all of the
money or other property in an individual retirement account or annuity which
contains only those amounts described above plus earnings thereon.

The Rollover Contribution must be made in cash and must meet all
applicable rollover or plan to plan transfer requirements under the Code.
Acceptance by the Plan and Trust of any rollover or direct transfer shall not
constitute, or be construed to be, a

<PAGE> 26

determination by the Committee of the tax consequences to the Participant of the
rollover or direct transfer.

3.6. METHOD AND TIME FOR PAYMENT OF CONTRIBUTIONS.

(a) It is the intent of Republic to pay 401(k)
Contributions to the Trustee in accordance with
Department of Labor regulations.

(b) All other contributions shall be paid to the Trustee
no later than the time prescribed by law (including
extensions thereof) for filing the Company's federal
income tax return for the fiscal year ending with or
within the Plan Year for which the contribution is
made.

3.7. CONTRIBUTION DUE TO MISTAKE OF FACT. If a contribution was
made due to a mistake of fact, the amount attributable to the mistake of fact
(unadjusted for earnings attributable to the mistaken amount, but reduced for
any losses attributable to the mistaken amount) may revert to the Company within
a one year period after it was contributed. If such reversion does not occur
within such one year period, such mistaken amount shall be held in a suspense
account (with no adjustment made for gains, losses or interest), and such
mistaken amount shall be applied against future Company contributions until it
has been fully used.

3.8. NONDEDUCTIBLE OVERPAYMENT. All contributions to the Plan are
conditioned on their deductibility under Code Section 404. If a nondeductible
overpayment is made by the Company, such overpayment may revert to the Company
within a one year period, unadjusted for earnings attributable to the
overpayment, but reduced for any losses attributable to the overpayment. If a
nondeductible overpayment does not revert within such one year period, such
overpayment shall be held in a suspense account (with no adjustment for gains,
losses or interest), and such overpayment shall be applied against future
Company contributions until it has been fully used.

3.9. INDIVIDUAL ACCOUNTING. The Committee shall establish and
maintain adequate records disclosing the separate proportionate interest of each
Participant in the Trust.

<PAGE> 27

ARTICLE 4.
CONTRIBUTION ALLOCATIONS AND VESTING

4.1. ALLOCATION OF 401(K) CONTRIBUTIONS. 401(k) Contributions made by
the Company pursuant to the Participant's election under Section 3.1(a) will be
allocated to the 401(k) Account of the Participant on whose behalf they are
made.

4.2. COMPANY CONTRIBUTIONS.

(a) ALLOCATION OF MATCHING CONTRIBUTIONS. Matching
Contributions made pursuant to Section 3.2(a) will be
allocated to the Matching Account of the Participant
on whose behalf they are made, annually for calendar
year 1998, and quarterly thereafter.

(b) ALLOCATION OF DISCRETIONARY CONTRIBUTIONS.
Discretionary Contributions made pursuant to Section
3.2(b) will be allocated to the Matching Accounts of
those Participants (or, if so specified by Republic,
in its sole discretion, only to Participants who are
Non-Highly Compensated Employees) who made 401(k)
Contributions during the Plan Year, who are credited
with at least one Year of Service and who are
employed on the last day of the Plan Year. The amount
of Discretionary Contribution allocated to such
Participant will be equal to the product obtained by
multiplying the amount of the Discretionary
Contribution by a fraction

(i) the numerator of which is the total amount
of 401(k) Contributions made by the
Participant that are not in excess of 6% of
the Participant's Compensation, and

(ii) the denominator of which is the total amount
of the 401(k) Contributions made by all
Participants eligible for a Discretionary
Contribution, taking into account only
401(k) Contributions that are not in excess
of 6% of each such Participant's
Compensation.

(c) EXCEPTION TO LAST DAY OF PLAN QUARTER/YEAR EMPLOYMENT
REQUIREMENT. Notwithstanding anything in the Plan to
the contrary, a Participant who dies, retires at or
after reaching Early Retirement Age or becomes
Totally and Permanently Disabled

SECTION 4.2.(A),(B) AND (C) AMENDED 12/17/98

<PAGE> 28

will receive a Matching Contribution and an allocable
share of a Discretionary Contribution, provided the
Participant is credited with at least One Year of
Service.

(d) ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS. If
the Company elects to make a Qualified Nonelective
Contribution for a Plan Year, such contribution will
be allocated to the Nonelective Contribution Account
of each Participant. At the discretion of the
Committee, such allocation shall be made (i) in the
ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of
all such Participants for the Plan Year, (ii) in
equal dollar amounts, or (iii) using another method
of allocation selected by the Committee. The
Committee in its sole discretion, may limit the
allocation of Qualified Nonelective Contributions to
Nonhighly Compensated Employees or to a specific
group of Nonhighly Compensated Employees. Qualified
Nonelective Contributions shall be treated as 401(k)
Contributions for all purposes under the Plan to the
extent used to satisfy the ADP test described in
Schedule B.

(e) ALLOCATION OF QUALIFIED MATCHING CONTRIBUTIONS. If
the Company elects to make a Qualified Matching
Contribution for a Plan Year, such contribution will
be allocated to the Nonelective Contribution Account
of each Participant. At the discretion of the
Committee, such allocation shall be made (i) in the
ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of
all such Participants for the Plan Year, (ii) in
equal dollar amounts, or (iii) using another method
of allocation selected by the Committee. The
Committee in its sole discretion, may limit the
allocation of Qualified Matching Contributions to
Nonhighly Compensated Employees or to a specific
group of Nonhighly Compensated Employees. Qualified
Matching Contributions shall be treated as 401(k)
Contributions for all purposes under the Plan to the
extent used to satisfy the ADP test described in
Schedule B.

(f) ALLOCATION OF MAKEUP CONTRIBUTIONS. A contribution
made pursuant to Section 3.3. will be allocated in
accordance with the Committee's direction to
reinstate a former Participant's Account or, as
necessary, to correct a mistake or omission.

<PAGE> 29

4.3. ALLOCATION OF ROLLOVER CONTRIBUTION. A Rollover Contribution
made by a Participant will be allocated to the Participant's Rollover Account.

4.4. ALLOCATION OF ASSETS FROM PRIOR PLAN. Assets from a Prior Plan
will be allocated to a subaccount of the 401(k) Account, Nonelective
Contribution Account, After Tax Contribution Account, Rollover Account or Prior
Plan Account, whichever is appropriate, for the benefit of the Participant who
was credited with those assets under the Prior Plan at the time of transfer.

4.5. LIMITATION ON ALLOCATIONS.

(a) Notwithstanding the preceding sections, the amount of
contributions allocated under Sections 4.1 and 4.2
may be limited in accordance with the provisions of
Code Section 415. Any amounts that cannot be
allocated to a particular Participant because of Code
Section 415 shall be applied in the following order:
(i) a Participant's 401(k) Contributions for the year
will be reduced to the extent necessary to satisfy
Code Section 415 and returned to the Participant; and
(ii) any other amounts shall be forfeited from the
Participant's Account and used to reduce Company
contributions.

(b) If the benefit under this Plan, when considered in
combination with any allocations or benefits the
Participant accrues under any other qualified
retirement plan of a Company, fails to meet Code
Section 415, the requirements of Code Section 415
shall be met by reducing the Participant's benefits
under this Plan. However, if the other plan has a
similar provision which would require that the
reduction to satisfy Code Section 415 be taken under
that plan, the provisions of that plan shall apply.

4.6. VESTING. A Participant is 100% vested in his Account and
Grandfathered Account under the Plan.

SECTION 4.6 AMENDED 12/17/98

<PAGE> 30

ARTICLE 5.
VALUATION OF FUND AND ALLOCATION OF GAINS AND LOSSES

5.1. VALUATION OF FUND. The Trustee shall value the Trust as of the
last Valuation Date of each calendar quarter, and the Trustee shall report the
value of the net worth of the Trust to the Committee in writing upon the
completion of the valuation. In determining the net worth of the Trust, the
Trustee shall value the assets at fair market value as of such Valuation Date
and shall deduct from the Trust expenses, charges, and fees of the Trust unless
such expenses, charges, and fees have been guaranteed or reimbursed by the
Company.

5.2. DAILY VALUATION. Participants' Accounts and Grandfathered Accounts
shall be valued using a daily valuation method of accounting. Under the daily
valuation method of accounting, all amounts held in the Trust are invested as a
unit or in accordance with the provisions of certain other limited investment
options as allowed by the Committee and the Trustee. As of each Valuation Date,
the Trustee shall adjust each Investment Fund in the Participants' Accounts and
Grandfathered Accounts (including a suspense account and any other accounts
maintained for daily valuation accounting purposes) in the following manner (but
not necessarily in the same order):

(a) Value at current fair market value the assets of the
Trust.

(b) Adjust the Participants' Account Balances and
Grandfathered Account Balances (including any
suspense accounts) for any gain or loss since the
last Valuation Date.

(c) Subtract all payments or distributions made from the
Participants' Accounts and Grandfathered Accounts
since the preceding Valuation Date, including any
adjustments for fees and expenses of the trust
charged to such accounts.

(d) Add the 401(k) Contributions, Matching and/or
Nonelective Contributions, and Rollover Contributions
made to the Trust since the last Valuation Date to
the appropriate accounts. Add Discretionary
Contributions when allocable to the appropriate
accounts.

<PAGE> 31

(e) Debit or credit, as applicable, the Investment Funds
due to the Participant's change in investment
election pursuant to Article 9.

Notwithstanding the foregoing, if the Plan holds an asset that cannot
be valued readily on a daily basis, the Committee and the Trustee may treat that
asset separate and apart from the daily valuation accounting and may value that
asset at such time or times as deemed necessary, but at least annually.

<PAGE> 32

ARTICLE 6.
PAYMENT OF BENEFITS

6.1. DISTRIBUTION OF BENEFITS.

(a) If a Participant separates from service or becomes
Totally and Permanently Disabled, the Participant's
vested Account Balance shall be payable in cash
and/or in Republic stock (pursuant to Section 6.6),
in accordance with this article.

(b) If a Participant separates from service or becomes
Totally and Permanently Disabled, the Participant's
Grandfathered Account Balance shall be payable in
accordance with Schedule C and Sections 6.4, 6.5,
6.8, 6.9 and 6.11. Certain Participants who were
participants in a Prior Plan have grandfathered
distribution options set out in Schedule C. The
identity of the Participants and the amounts subject
to those provisions shall be determined by the
Committee and maintained by the Plan's recordkeeper.
Such Participants have all of the options set out in
Schedule C if they were formerly covered by a
Grandfathered Prior Plan which had one or more of the
Schedule C options and merged with this Plan, but
only with respect to amounts (and gains and losses
thereon) transferred to this Plan from the
Grandfathered Prior Plan.

(c) A Participant will be treated as having incurred a
separation from service and a distribution will be
available under this article and Schedule C in the
event of:

(i) the disposition of a corporation to an
unrelated corporation of substantially all
of the assets (within the meaning of Code
Section 409(d)(2)) used in a trade or
business if the Participant continues
employment with the corporation acquiring
the assets and the selling

<PAGE> 33

corporation continues to maintain the Plan
after the disposition; or

(ii) the disposition by a corporation to an
unrelated entity or individual of such
corporation's interest in a subsidiary
(within the meaning of Code Section
409(d)(3)) if the Participant continues
employment with the subsidiary and the
selling corporation continues to maintain
the Plan.

A distribution is not available under this paragraph if the purchaser
maintains the seller's plan at any time after the disposition. A distribution
made under this paragraph may not be made later than the end of the second year
following the calendar year in which the disposition occurred except in unusual
circumstances or in accordance with applicable regulations.

6.2. AMOUNT AND TIME OF PAYMENT.

(a) When a Participant's vested Account Balance becomes
payable, a distribution of the vested Account
Balance, valued as of the Valuation Date preceding
distribution, will be made to the Participant with
the Participant's consent as soon as administratively
practicable.

(b) If the Participant does not consent to a
distribution, the Account Balance will remain
invested under the Plan, subject to the Participant's
right to direct the investment of the Account.

(c) If a Participant receives a distribution, any
contributions credited to the Participant's Account
subsequent to such distribution shall become
distributable as of their allocation to the extent
vested.

(d) Distribution of a Participant's vested Account
Balance shall begin no later than sixty (60) days
after the end of the Plan Year in which occurs the
later of:

(i) the Participant's attainment of age 65,

<PAGE> 34

(ii) the tenth anniversary of the Participant's
participation in the Plan, or

(iii) the Participant's termination of employment
with the Company.

6.3. METHOD OF PAYMENT. When a Participant's Account is distributable,
a Participant has the right to elect in writing, on a form approved by and filed
with the Committee, to have his or her vested Account Balance distributed in any
of the following forms of payment:

(a) a single lump sum payment; or

(b) monthly, quarterly or annual installments over a
period not to exceed the Participant's life
expectancy or the joint life expectancy of the
Participant and his or her Surviving Spouse or other
designated Beneficiary (made in accordance with
Section 7.2). If the Participant designates a
non-spouse Beneficiary, installment payments may be
adjusted to comply with the incidental death benefit
rule as determined under applicable Internal Revenue
Service regulations and rulings.

6.4. SMALL BENEFIT PAYMENTS. Notwithstanding Sections 6.2 and 6.3, if
the total of the Participant's vested Account Balance and Grandfathered Account
Balance is $5,000 or less, the Committee will pay the Participant or the
designated Beneficiary (if the benefit payable is a death benefit) the value of
the vested Account Balance or Grandfathered Account Balance in a lump sum
payment as soon as administratively practicable, without the consent of the
Participant (or Spouse, if applicable under Schedule C).

6.5. MINIMUM DISTRIBUTION RULES.

(a) GENERAL RULE. A Participant must begin receiving
minimum required distributions from the Plan in
accordance with Code Section 401(a)(9) by April 1 of
the calendar year following the later of the calendar
year in which such Participant attains age seventy
and one-half (70 1/2) or the calendar year in which
the Participant retires.

(b) SPECIAL RULE APPLICABLE TO 5-PERCENT OWNER. A
5-percent owner of a Company, as that term is defined
in Code Section

<PAGE> 35

416, is required to begin receiving minimum required
distributions under Code Section 401(a)(9) by April 1
of the calendar year following attainment of age 70
1/2 without regard to whether he or she has retired.

(c) SPECIAL RULE FOR PARTICIPANTS WHO ARE RECEIVING
MINIMUM REQUIRED DISTRIBUTIONS. If a Participant
(other than a 5- percent owner) is employed by a
Company and began receiving a distribution required
under Code Section 401(a)(9) before it was amended by
the Small Business Job Protection Act of 1996, such
Participant may elect to suspend distributions from
the Plan by written notice to the Committee until the
time distributions are required under the Plan.

(d) TRANSITION RULE. A Participant attaining age 70 1/2
during the 1998 Plan Year shall be permitted the
option of receiving minimum distributions on the
April 1st of the Plan Year following the year in
which he or she attains age 70 1/2, or deferring the
commencement of distributions by written notice to
the Committee until the time distributions are
required under the Plan.

6.6. ELECTION OF STOCK DISTRIBUTION. Payments made from the portion of
the Participant's Account Balance invested in Republic common stock shall be
paid in cash, unless the Participant elects to receive shares of stock. No
fractional shares of stock will be distributed. Any amount distributed in cash
will be equal to the Participant's pro-rata share of the aggregate net proceeds
of all sales of stock made by the Trustee to effect all distributions made
during a period determined by the Committee.

6.7. FORFEITURE OF NONVESTED PORTION OF ACCOUNT BALANCE. If a
Participant is not 100% vested in his or her Account Balance and receives a
distribution of the vested portion of the Account Balance in accordance with
this article, the nonvested portion shall be immediately forfeited. If a
Participant is not 100% vested in his or her Account Balance and the nonvested
portion is not forfeited because no distribution has been made, it will be
forfeited when the Participant incurs a five consecutive year Period of
Severance. If the Participant is reemployed during that period, a forfeiture
will not occur until the Participant incurs a five year Period of Severance. If
a Participant terminates employment with no vested interest in his Account
Balance, he shall be deemed to have received a distribution of his Account
Balance and the nonvested portion will be immediately forfeited. In determining
the amount to be forfeited pursuant to this provision, the Committee shall take
into account

<PAGE> 36

any withdrawals made under Article 8. Forfeitures shall be used to reduce future
Company contributions or for makeup contributions described in Section 3.3.

6.8. ELECTION OF DIRECT ROLLOVER. Notwithstanding any provision of the
Plan to the contrary that would otherwise limit a distributee's election under
this article or Schedule C, a distributee may elect, at the time and in the
manner prescribed by the Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a Direct Rollover.

DEFINITIONS -

(a) ELIGIBLE ROLLOVER DISTRIBUTION. An eligible rollover
distribution is any distribution of all or any
portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include: any distribution that
is one of a series of substantially equal periodic
payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or
the joint lives (or joint life expectancies) of the
distributee and the distributee's designated
beneficiary, or for a specified period of ten years
or more; any distribution to the extent such
distribution is required under Code Section
401(a)(9); and the portion of any distribution that
is not includible in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities).

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

(c) DISTRIBUTEE. A distributee includes an Employee or
former Employee. In addition, the Employee's or
former Employee's Surviving Spouse and the Employee's
or former Employee's Spouse or former Spouse who is
the alternate payee under a

<PAGE> 37

Qualified Domestic Relations Order are distributees
with regard to the interest of the Spouse or former
Spouse.

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

6.9. QUALIFIED DOMESTIC RELATIONS ORDER PAYMENTS. A domestic relations
order relating to benefits under this Plan shall be reviewed by the Committee in
accordance with the Committee's QDRO procedures. The Committee may establish
procedures for processing domestic relations orders and determining the
qualified status of any such order in accordance with IRS guidance, rulings or
regulations. If the order is a Qualified Domestic Relations Order received by
this Plan, the Committee will authorize payment to the alternate payee pursuant
to the terms of the Qualified Domestic Relations Order as soon as
administratively practicable without regard to the time distribution would be
made with respect to the affected Participant.

6.10. NONFORFEITABILITY. Notwithstanding anything in the Plan to the
contrary, a Participant's right to his or her vested Account Balance shall be
nonforfeitable. In the event that a Plan amendment directly or indirectly
changes the vesting schedule, the vested percentage of each Participant in his
or her Account Balance accumulated to the date when the amendment is adopted
shall not be reduced as a result of the amendment. In addition, any Participant
who has completed at least three Years of Service may irrevocably elect, by
giving notice to the Committee within 60 days of receiving notice of that
amendment, to remain under the pre-amendment vesting schedule with respect to
all benefits accrued both before and after the amendment.

6.11. REEMPLOYMENT. If a former Participant who received a lump sum
distribution from the Plan, a Prior Plan, or a Grandfathered Prior Plan upon
termination of employment is reemployed, such Participant shall have the right
to have the nonvested portion of his or her Account Balance that was forfeited
restored upon repayment to the Plan of the full amount of the distribution. To
receive a restoration of the forfeited amount, the repayment must be made before
the Participant incurs five One-Year Periods of Severance. The restoration
allocation will be in the amount of the forfeiture and will not be adjusted for
gains or losses which occurred after the forfeiture arose.

<PAGE> 38

ARTICLE 7.
DEATH BENEFITS

7.1. DEATH BENEFITS.

(a) A Participant's vested Account Balance is payable
upon his or her death prior to commencement of
benefit payments to such Participant's Surviving
Spouse, unless the Participant is either not married
or has filed a Qualified Designation of Beneficiary
(described in Section 7.2) with the Committee. If a
Participant is not married or has filed a Qualified
Designation of Beneficiary, his or her vested Account
Balance is payable to the Participant's designated
Beneficiary.

(b) A Participant's Grandfathered Account Balance is
payable upon his or her death prior to commencement
of benefit payments in accordance with Schedule C.
Certain Participants who were Participants in a
Grandfathered Prior Plan may have grandfathered
distribution options set out in Schedule C. The
identity of the Participants and the amounts subject
to those provisions shall be determined by the
Committee and maintained by the Plan's recordkeeper.
Such Participants (and their beneficiaries) have all
of the distribution options set out in Schedule C if
they were formerly covered by a Grandfathered Prior
Plan which had one or more of the Schedule C options
and merged with this Plan, but only with respect to
amounts (and gains and losses thereon) transferred to
this Plan from the Grandfathered Prior Plan.

7.2. DESIGNATION OF BENEFICIARY. If a Participant is not married, he or
she may file a designation of Beneficiary with the Committee. The designated
Beneficiary shall be entitled to receive any death benefit payable under the
Plan in accordance with Section 7.1 and Schedule C. If a Participant is married
at the time of his or her death, the Beneficiary of such deceased Participant
will be the Participant's Surviving Spouse, unless the Participant has filed a
Qualified Designation of Beneficiary with the Committee. A "Qualified
Designation of Beneficiary" means a form provided by the Committee on which the
Participant's Spouse consents in writing to the designation of a Beneficiary
other than the Spouse. The written consent must be witnessed by either a Notary
Public or an authorized representative of the Committee. A Spouse's consent is
irrevocable when given. A

<PAGE> 39

Qualified Designation of Beneficiary may be revoked at any time by the
Participant and a new Qualified Designation of Beneficiary filed with the
Committee. If the Surviving Spouse or designated Beneficiary predeceases the
Participant and no contingent beneficiary is named, or if there is no valid
designation of Beneficiary executed by a Participant, the death benefit payable
under this section will be paid to the Participant's estate.

7.3. TIME AND METHOD OF PAYMENT.

(a) DISTRIBUTIONS THAT BEGAN BEFORE DEATH. If the
Participant dies after distribution of his or her
vested Account Balance has begun, the remaining
portion will continue to be distributed at least as
rapidly as under the method of distribution being
used prior to the Participant's death.

(b) DISTRIBUTION BEGINNING AFTER DEATH. If the
Participant dies before distribution of his or her
vested Account Balance has begun, distribution of the
Participant's entire interest shall be completed by
December 31 of the calendar year containing the fifth
anniversary of the Participant's death, except to the
extent that an election is made to receive
distributions in accordance with (i) or (ii) below:

(i) if any portion of the Participant's interest
is payable to a designated Beneficiary,
distributions may be made over a period
certain not greater than the life expectancy
of the designated Beneficiary commencing on
or before December 31 of the calendar year
immediately following the calendar year in
which the Participant died;

(ii) if the designated Beneficiary is the
Participant's Surviving Spouse, the date
distributions are required to begin in
accordance with (i) above shall not be
earlier than the later of (1) December 31 of
the calendar year immediately following the
calendar year in which the Participant died,
or (2) December 31 of the calendar year in
which the Participant would have attained
age 70 1/2.

If the Participant has not made an election pursuant
to this section (b) by the time of his or her death,
the Participant's designated Beneficiary must elect
the method of distribution no

<PAGE> 40

later than the earlier of (1) December 31 of the
calendar year in which distributions would be
required to begin under this section, or (2) December
31 of the calendar year which contains the fifth
anniversary of the date of death of the Participant.
If the designated Beneficiary does not elect a method
of distribution, distribution of the Participant's
entire interest will be completed by December 31 of
the calendar year containing the fifth anniversary of
the Participant's death.

(c) For purposes of subsection (b) above, if the
Surviving Spouse dies after the Participant, but
before payments to such Spouse begin, the provisions
of section (b), with the exception of paragraph (ii)
therein, shall be applied as if the Surviving Spouse
were the Participant.

(d) Death benefit distributions shall be made in
accordance with Code Section 401(a)(9) and applicable
IRS guidance, rulings and regulations.

(e) Distributions shall be made in accordance with
Section 6.4 if the Participant's Account Balance is
$5,000 or less.

<PAGE> 41

ARTICLE 8.
IN-SERVICE WITHDRAWALS BY PARTICIPANTS

8.1. HARDSHIP DISTRIBUTIONS FROM 401(K) ACCOUNT. A Participant may
request a distribution of his or her elective deferrals made to the 401(k)
Account and/or Grandfathered 401(k) Account in the event of hardship. For
purposes of this section, a distribution is made on account of hardship only if
the distribution is made both on account of an immediate and heavy financial
need of the Participant and is necessary to satisfy the financial need. This
section is intended to comply with Internal Revenue Service regulation ss.
1.401(k)-1(d)(2) and will be interpreted and applied in accordance with that
regulation.

(a) The following are the only financial needs considered
immediate and heavy:

(i) Expenses for medical care (described in
Section 213(d) of the Code) previously
incurred by the Participant, the
Participant's Spouse, or any dependent of
the Participant (as defined in Code Section
152) or amounts necessary for these persons
to obtain such medical care;

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

(iii) Payment of tuition and related educational
fees for the next 12 months of
post-secondary education for the
Participant, the Participant's Spouse,
children or dependents (as defined in Code
Section 152);

(iv) Payments necessary to prevent the eviction
of the Participant from, or a foreclosure on
the mortgage of, the Participant's principal
residence; or

(v) Any other financial need considered
immediate and heavy under IRS regulations,
rulings, notices or other documents of
general applicability.

<PAGE> 42

(b) When a Participant takes a hardship distribution:

(i) He or she will be suspended from making
401(k) Contributions for twelve months
following receipt of the hardship
distribution; and

(ii) For the taxable year of the Participant
following the taxable year of the hardship
distribution, the Participant's 401(k)
Contributions are limited to the applicable
limit under Code Section 402(g) reduced by
the Participant's 401(k) Contributions for
the year the hardship distribution was
taken.

(c) A distribution will be considered as necessary to
satisfy an immediate and heavy financial need of the
Participant only if:

(i) The Participant has obtained all
distributions, other than hardship
distributions, and all nontaxable loans
currently available under all plans
maintained by the Company;

(ii) The distribution is not in excess of the
amount of the immediate and heavy financial
need (including amounts necessary to pay any
federal, state or local income taxes or
penalties reasonably anticipated to result
from the distribution).

(d) Notwithstanding the foregoing, if the Participant has
a Grandfathered 401(k) Account or elective deferrals
in the 401(k) Account made under a Prior Plan,
elective deferrals may be withdrawn under this
section only if records identifying the elective
deferrals were maintained under the Prior Plan or
Grandfathered Prior Plan.

(e) Earnings on elective deferrals may be withdrawn if
attributable to elective deferrals made for Plan
Years which began prior to 1989, if records identify
the earnings were maintained.

8.2. WITHDRAWAL FROM ROLLOVER ACCOUNT. Upon written notice to the
Committee, a Participant may withdraw his or her Rollover Account and/or
Grandfathered Rollover Account.

<PAGE> 43

8.3. WITHDRAWALS AFTER AGE 59 1/2. Upon written notice to the
Committee, a Participant who has attained age 59 1/2 may withdraw all or part of
his or her Account and/or Grandfathered Account.

8.4. WITHDRAWALS FROM AFTER-TAX ACCOUNT. Upon written notice to the
Committee, a Participant may elect to withdraw his or her After-Tax Account
and/or Grandfathered After-Tax Account.

8.5. WITHDRAWALS FROM EMPLOYER ACCOUNT. With respect to a Participant
with a Grandfathered Employer Account, such Participant, upon written notice to
the Committee, may elect, with spousal consent given in accordance with Schedule
C, to withdraw such account, provided such Participant has a total of at least
five years of employment with Republic, its Affiliates and any Predecessor
Company.

8.6. LIMITATIONS ON WITHDRAWALS.

(a) No distribution will be made under this article which
will result in a distribution amount of less than
$500 or the total amount available for withdrawals,
if less. This limitation is applicable to each
account and is not an aggregate limitation.

(b) In the case of a partial withdrawal made by a
Participant having an interest in more than one
Investment Fund, the amount withdrawn from each
Investment Fund shall be in the same proportion as
the value of his interest in each such Investment
Fund immediately preceding such withdrawal bears to
the total value of the account from which the
withdrawal is made.

8.7. SPOUSAL CONSENT. A Participant who requests a withdrawal from any
account subject to Schedule C must obtain the consent of his or her Spouse, if
married, to any withdrawal requested under this article on such form and with
such notice as the Committee requires in accordance with Code Sections
401(a)(11) and 417.

8.8. AUTOMATED WITHDRAWALS. The written notice for a withdrawal is not
required in the event a withdrawal is processed through an automated voice
response unit or similar automated method provided by the Plan's recordkeeper in
accordance with the recordkeeper's procedures.

<PAGE> 44

ARTICLE 9.
INVESTMENT OF TRUST ASSETS

9.1. PARTICIPANT DIRECTED INVESTMENTS.

(a) Each Participant has the right to direct the
investment of all accounts maintained for a
Participant under this Plan except the Matching
Account. A Participant's investment direction is
limited to the Investment Funds selected by the
Committee.

(b) One of the Investment Funds is designed to invest
primarily in Republic common stock. The Committee may
set limits on the percentage of a Participant's
Account (other than the Matching Account) that may be
invested in Republic stock.

(c) A Participant's investment direction shall be made in
accordance with the procedures established by the
Committee and/or the Trustee governing the manner and
method in which such direction may occur. The
Participant may change his or her investment
selections at such times as are permitted by the
Trustee and the Committee in accordance with the
procedures and rules established by the Trustee and
the Committee. A Participant has the right to have
all or part of the Account Balance and Grandfathered
Account Balance (except for the Matching Account)
transferred between Investment Funds under rules
established by the Committee and/or the Trustee.

9.2. INVESTMENT OF MATCHING ACCOUNT.

(a) A Participant's Matching Account shall be invested in
a fund designed to invest primarily in Republic
common stock. A Participant has no investment
discretion with respect to that account except as set
forth in subsection (b) below.

(b) A Participant who has attained age 55 and completed
three Years of Service may direct all of a portion of
the investment of his or her Matching Account in
accordance with the direction applicable to all other
assets in his or her Account.

<PAGE> 45

9.3. VOTING RIGHTS. Voting rights with respect to stock or other
securities in the respective Funds, may be exercised by the Trustee or by such
proxy as the Trustee may elect, except for voting rights with respect to shares
of Republic common stock (including fractional shares) held by the Trustee which
are held in the Account of any Participant, which shall be exercised by the
Trustee at meetings of Republic's stockholders in accordance with the
instructions of each Participant.

For purposes of exercising the Participant's rights under this section,
Republic shall notify each Participant of each annual or special meeting of the
shareholders of Republic and of any other occasion for the exercise of voting or
other rights by such shareholders in the same manner as any other shareholder of
the stock. The notification shall include a copy of any proxy solicitation
material and any other information which Republic distributes to shareholders
regarding the exercise of voting or other rights, together with a form
requesting instructions to the Trustee as to how the Participant's rights are to
be exercised. Republic shall tabulate and certify to the Trustee the
instructions received, and the Trustee shall vote or otherwise exercise rights
with respect to shares as instructed. In so doing, the Trustee shall accumulate
fractional share votes covered by such instruction for or against any proposed
action and shall disregard any remaining fractional share.

All shares of Republic common stock held in a Participant's Account for
which instructions shall not have been timely received by the Trustee shall be
voted by the Trustee in the same manner and in the same proportions as are voted
for shares of Republic common stock for which instructions shall have been so
received.

SECTION 9.3 AMENDED 2/3/99

<PAGE> 46

ARTICLE 10.
PLAN ADMINISTRATION

10.1. ESTABLISHMENT OF THE EMPLOYEE BENEFITS COMMITTEE. The general
administration of the Plan and the responsibility for carrying out its
provisions shall be placed in the Employee Benefits Committee. The Committee is
the plan administrator (within the meaning of Section 3 of the Act and Code
Section 414(g)) with such authority, responsibilities and obligations as the Act
and the Code grant to and impose upon persons so designated. For purposes of the
Act, the Committee shall be a "named fiduciary" under the Plan. If no Committee
is appointed by the Board of Directors of Republic (or the Executive Committee
of Republic with authority from the Board of Directors), Republic shall be the
plan administrator and named fiduciary of the Plan and shall have all the
rights, duties and powers of the Committee set forth in this Article.

Any member of the Committee may resign by delivering his or her written
resignation to the secretary of the Committee. Such resignation shall be
effective thirty (30) days after the date the notice is received, or on an
earlier date designated by majority vote of the Committee's remaining members.

No member of the Committee who is also an Employee receiving regular
compensation as such shall receive any compensation for his or her services as a
member of the Committee. No bond or other security shall be required of any
member of the Committee in any jurisdiction. No member of the Committee shall,
in such capacity, act or participate in any action directly affecting his or her
own benefits under the Plan other than an action which affects the benefits of
Participants generally or group of Participants.

10.2. POWERS OF THE ADMINISTRATIVE COMMITTEE. The powers of the
Committee include, but are not limited to, the following:

(a) determining the times and places for holding meetings
of the Committee and the notice to be given of such
meetings;

(b) employing such agents and assistants, such counsel
(who may be counsel to the Company), and such
clerical, medical, accounting, actuarial and
investment services or advisers as the Committee may
require in carrying out the provisions of the Plan;

SECTION 10.1 AND 10.2 AMENDED EFFECTIVE 11/20/98

<PAGE> 47

(c) authorizing one or more of their number or any agent
to make any payment, or to execute or deliver any
instrument, on behalf of the Committee, except that
all requisitions for funds from, and requests,
directions, notifications and instructions to the
trustee of the Plan shall be signed by at least two
members of the Committee;

(d) in its discretion, establishing one or more
subcommittees as it deems appropriate, and delegating
any power or duty granted to the Committee to any
such subcommittee;

(e) appointing and removing the trustee of the Plan
pursuant to the terms of the trust agreement;

(f) receiving and reviewing reports from the trustee of
the Plan as to the financial condition of the trust,
including its receipts and disbursements;

(g) executing and filing with the appropriate
governmental agencies such registration and other
statements, forms, applications, notifications, and
other documents or information as the Committee may
from time to time deem necessary or appropriate in
connection with the Plan;

(h) executing the adoption, amendment or restatement of
the Plan by any company or other entity affiliated
with the Company;

(i) amending the Plan to the extent it is authorized to
do so by the Board on the terms of the Plan; and

(j) directing the Trustee, or appointing one or more
investment managers to direct the Trustee, subject to
the conditions set forth in the trust agreement and
in this article, in all matters concerning the
investment of the Trust;

10.3. DUTIES AND AUTHORITY OF THE EMPLOYEE BENEFITS COMMITTEE.

(a) The Committee shall have the general responsibility
for administering the Plan and carrying out its
provisions. Subject to the limitations of the Plan,
the Committee from time to time

SECTION 10.3 AMENDED EFFECTIVE 11/20/98

<PAGE> 48

shall establish rules for the administration of the
Plan and the transaction of its business and shall
promulgate such rules as may be necessary to
effectuate the Plan's funding and investment policy.
The Committee, in its sole discretion, shall
determine all matters of administration and
interpretation and the amounts of and rights to
benefits payable under the Plan. Provided however, to
the extent the Committee delegates its discretion to
determine matters of administration, interpretation
and amounts of and rights to benefits payable under
the Plan to a subcommittee such subcommittee shall
have the sole discretion to make such determinations.

(b) It shall be the duty of the Committee to notify the
Trustee in writing of the amount of any benefit which
shall be due to any Participant and in what form and
when such benefit is to be paid.

(c) The Committee may at any time or from time to time
with respect to the Plan require the Trustee, by a
written direction to purchase one or more annuities,
in specific amounts, in the names of Participants,
their Spouses, their contingent annuitants, and/or
their beneficiaries from an insurance company
designated by the Committee.

(d) The responsibility for the formulation of the general
investment practices and policies of the Plan and its
related Trust and for effectuating such practices and
policies is placed with the Committee.

10.4. ACTIONS BY THE COMMITTEE OR A SUBCOMMITTEE. The majority of the
members of the Committee, but no fewer than two, or a subcommittee established
pursuant to Section 10.2(d) (a "subcommittee") shall constitute a quorum for the
transaction of business at any meeting. Resolutions or other actions made or
taken by the Committee or subcommittee shall require the affirmative vote of a
majority of the members of the Committee or subcommittee attending a meeting, or
by a majority of members in office by writing without a meeting.

10.5. ACTION TAKEN IN GOOD FAITH. To the extent permitted by the Act,
the members of the Committee and Republic and the Companies and their respective
officers and directors shall be entitled to rely upon all tables, valuations,
certificates, and reports furnished

SECTION 10.4 AMENDED EFFECTIVE 11/20/98
<PAGE> 49

by the recordkeeper, upon all certificates and reports made by any accountant or
by the Trustee, upon all opinions given by any legal counsel selected or
approved by the Committee, and upon all opinions given by any investment adviser
selected or approved by the Committee, and the members of the Committee, the
Companies and their respective officers and directors shall be fully protected
in respect of any action taken or suffered by them in good faith in reliance
upon any such tables, valuations, certificates, reports, opinions or other
advice of any recordkeeper, accountant, Trustee, investment adviser, legal
counsel or other professional advisor, and all action so taken or suffered shall
be conclusive upon each of them and upon all Participants and Employees.

10.6. INDEMNIFICATION. To the extent not contrary to the Act or
applicable state law, Republic shall indemnify the Committee and its members and
any other director, officer or employee of a Company who is designated to carry
out any responsibilities under the Plan for any liability, joint and/or several,
arising out of or connected with their duties hereunder to the fullest extent
permitted by law.

10.7. BENEFIT APPLICATION AND CLAIMS PROCEDURE.

(a) A Participant or Beneficiary shall apply for benefits
by filing with the Committee a signed, written
request specifically identifying the benefits
requested and describing all facts and circumstances
entitling him or her to payment. A written request is
not required if distribution is processed through an
automated voice response unit or similar automated
method provided by the Plan's recordkeeper in
accordance with the recordkeeper's procedures.

(b) Within ninety days after receipt of such an
application, the Committee shall notify the applicant
of its decision. If special circumstances require an
extension of time, the Committee shall notify the
applicant of such circumstances within ninety days
after receipt of the application, and the Committee
shall there after notify the applicant of its
decision within 180 days after receipt of the
application. If the application is denied in whole or
in part, the Committee's notice of denial shall be in
writing and shall state:

(i) the specific reasons for denial with
specific reference to pertinent Plan
provisions upon which the denial was based;

<PAGE> 50

(ii) a description of any additional materials or
information necessary for the applicant to
perfect his or her claim and an explanation
of why the materials or information are
necessary; and

(iii) an explanation of the Plan's claim review
procedure.

(c) During the sixty-day period following an applicant's
receipt of a notice of denial of his or her
application for benefits, the applicant or his or her
duly authorized representative may review pertinent
documents and within sixty (60) days submit a written
request to the Committee for an appeal of the denial.
An applicant requesting an appeal, or his or her duly
authorized representative, may submit issues and
comments in writing to the Committee. The Committee
shall consider the merits of the applicant's
presentations, the merits of any facts or evidence in
support of the denial of benefits, and such other
facts and circumstances as the Committee shall deem
relevant; and shall render a decision as to the merit
of the appeal and the claim. Within sixty (60) days
after receipt of the request for appeal, the
Committee shall issue a written decision to the
applicant. If special circumstances require an
extension of time, the Committee shall issue a
written decision no later than 120 days after receipt
of the request for appeal. The Committee's decision
shall include specific reasons for the decision,
written in a manner calculated to be understood by
the applicant, and contain specific references to the
pertinent Plan provisions upon which the decision is
based.

(d) If the Committee fails to respond to the claim or
appeal within the times described above, the claim or
appeal, whichever is applicable, is deemed denied.

10.8. RESPONSIBILITIES OF NAMED FIDUCIARIES OTHER THAN THE COMMITTEE.
The Trustee shall have such responsibilities with respect to the operation of
the Plan as are set forth in the trust agreement. Any investment adviser which
the Committee may employ shall have the responsibility to direct the Trustee in
investing and reinvesting the Trust (or that portion thereof specified by the
Committee in the instrument appointing such adviser) and to report the book
value and fair market value of each asset in the Trust (or such portion

<PAGE> 51

thereof) to the Committee periodically, as such responsibilities may be more
fully described in the trust agreement.

10.9. ALLOCATION OF RESPONSIBILITIES. The description of the
responsibilities and powers of the Committee and the description of the
responsibilities of the Trustee contained in the foregoing provisions of this
article shall constitute, for purposes of the Act, procedures for allocating
responsibilities operation and administration of the Plan among the named
fiduciaries.

10.10. DESIGNATION OF PERSONS TO CARRY OUT RESPONSIBILITIES OF NAMED
FIDUCIARIES. The Committee, the Trustee and any investment adviser which the
Committee may employ may, except as to responsibilities involving management and
control of assets held in the Trust, designate one or more other persons to
carry out any or all of their respective responsibilities under the Plan,
provided that such designation shall be made in writing, filed with the Plan's
records and made available for inspection upon request by any Participant or
Beneficiary under the Plan.

10.11. PAYMENT OF EXPENSES. All expenses that shall arise in connection
with the administration of this Plan and the trust agreement, including, but not
limited to, the compensation of the Trustee and of any recordkeeper, accountant,
counsel, investment adviser, other expert or other person who shall be employed
by the Committee in connection with the administration thereof, shall be paid
from the Trust unless paid by the Company or Republic; provided, however, that
no person who is employed by any Company shall receive any compensation from the
Plan except for reimbursement of expenses properly and actually incurred.

<PAGE> 52

ARTICLE 11.
PLAN ADOPTION, AMENDMENT OR TERMINATION

11.1. ADOPTION OF PLAN BY AFFILIATES. Any Affiliate of Republic, if the
corporation, business entity or Affiliate is authorized to do so by the
Committee, may become a Participating Affiliate and may be included in this
Plan. Such inclusion shall not require action by the Affiliate's Board of
Directors (or other governing body) or by an officer of the Affiliate. The
Companies listed in Schedule A are covered by this Plan, although inclusion in
the Schedule is not necessary for a Company's employees to be covered by the
Plan.

11.2. DISASSOCIATION OF PARTICIPATING COMPANY. The participation in the
Plan of a Participating Company shall cease at such time as the Committee may
determine, without the consent, authorization, or corporate action of such
Company. Participation in this Plan shall cease automatically upon the sale or
other disposition of a Participating Company, without regard to the form of the
sale.

11.3. AMENDMENT OF PLAN.

(a) Republic reserves the right to terminate the Plan or
to modify, alter or amend the Plan from time to time
to any extent that it may, in its sole and complete
discretion, deem advisable, including, but without
limiting the generality of the foregoing, any
amendment deemed necessary to qualify or to ensure
the continued qualification of the Plan under the
Code. The foregoing right shall be exercised only by
action of Republic's Board of Directors or other
entity authorized to act for Republic or by action of
an officer of Republic with later ratification by
Republic's Board.

(b) Notwithstanding subsection (a), the Committee, by a
written instrument, duly executed by a majority of
its members, may make, on behalf of Republic's Board
of Directors,

(i) any amendment which may be necessary or
desirable to ensure the continued
qualification of the Plan and its related
Trust under the Code or which may be
necessary to comply with the requirements of
the Act, or any regulations or
interpretations issued by the Department

<PAGE> 53

Labor or the Internal Revenue Service with
respect to the requirements of the Act or
the Code,

(ii) any amendment which is required by the
provisions of a collective bargaining
agreement between a Company and its
employees, and

(iii) any other amendment which will not involve
an estimated annual cost under the Plan
(determined at the time of the amendment in
a manner consistent with the requirements of
the Act) in excess of $5,000,000. No such
amendment shall increase the duties or
responsibilities of the Trustee without its
consent thereto in writing. No such
amendment shall have the effect of diverting
the whole or any part of the principal or
income of the Trust to purposes other than
for the exclusive benefit of Participants
and others having an interest in the Plan,
prior to the satisfaction of all liabilities
with respect to them.

11.4. FORM OF AMENDMENTS. Any amendment to the provisions of this
instrument shall be evidenced by (1) the substitution of the page of this
instrument by one with a new date setting forth the amendment and (2) a proper
recording of the same on the Register of Amendments which is made a part of this
instrument.

11.5. MERGER. In the case of any merger or consolidation of the Plan
with, or any transfer of the assets or liabilities of the Plan to any other plan
qualified under Code Section 401, the terms of such merger, consolidation or
transfer shall be such that each Participant in the Plan would receive (in the
event of termination of the Plan or its successor immediately thereafter) a
benefit which is no less than the benefit which such Participant would have
received in the event of termination of the Plan immediately before the merger,
consolidation or transfer.

11.6. ACCEPTANCE OF TRANSFERRED ASSETS. In the event of a merger into
this Plan of any other plan qualified under Section 401(a) of the Internal
Revenue Code, the Trustee may accept amounts transferred on behalf of a
Participant from such other plan, provided that the Trustee is authorized to do
so by Republic.

11.7. PLAN TO PLAN TRANSFERS. Notwithstanding any other provisions of
this Plan, in the event a Participating Company or a division of Republic or of
a Participating

SECTIONS 11.6 AND 11.7 AMENDED EFFECTIVE 2/3/99

<PAGE> 54

Company ceases to participate under this Plan (ex-Participating Company) and
establishes a successor to this Plan for its Participants and the Plan
Administrator directs a plan to plan transfer, the Trustee at the direction of
the Plan Administrator, shall transfer all Accounts which such Participants are
entitled to under this Plan to another plan forming a part of a pension, profit
sharing or stock bonus plan maintained by such Participant's ex-Participating
Company and which meets the requirements of Internal Revenue Code Section
401(a), provided that the plan to which such transfers are made permits the
transfer to be made. All transfers to another qualified plan of an
ex-Participating Company shall be made in cash. In accordance with procedures
established by the Plan Administrator, in the Plan Administrator's sole
discretion, during the time period when Investment Funds are being liquidated to
effectuate the plan to plan transfer, no investment direction changes may be
made. No such transfer shall decrease the accrued benefit of any Participant or
otherwise deprive a Participant of any rights that are protected by Section
411(d)(6) of the Internal Revenue Code.

11.8. PLAN TO PLAN TRANSFER TO REPUBLIC SERVICES 401(K) PLAN. As a
result of corporate restructuring, Republic Services, Inc. (RSG) and its
Affiliates will cease to be part of the Company controlled group. Effective
April 1, 1999, employees of RSG and its Affiliates will cease to participate
under this Plan and will participate in the Republic Services 401(k) Plan. All
Account balances of Plan Participants who are employees of RSG and its
Affiliates will be transferred by direct plan to plan transfer to the Republic
Services 401(k) Plan pursuant to the Amended and Restated Employee Benefits
Agreement of February 1999. Notwithstanding the provisions in Section 11.7, the
plan to plan transfer of the said Account balances to the Republic Services
401(k) Plan shall be made in kind rather than in cash.

SECTION 11.8 AMENDED EFFECTIVE 2/3/99

<PAGE> 55

ARTICLE 12.
TRUST FUND AND THE TRUSTEE

12.1. TRUST AND TRUSTEE. A Trust has been created and will be
maintained for the purpose of the Plan, and the corpus thereof will be invested
in accordance with the terms of the Plan and Trust. The Committee shall select a
Trustee to hold and invest the Trust in accordance with the terms of a trust
agreement and/or other contract. A Trustee shall be an individual, a bank or
trust company incorporated under the laws of the United States or of any state
and qualified to operate as a trustee or shall be a legal reserve life insurance
company or a combination of such entities. The Committee may, from time to time,
change the Trustee then serving under the trust agreement and/or other contract
to another Trustee, to elect to terminate the Trust and/or other contract and
hold the Plan assets in any other method acceptable under Act.

12.2. ASSETS OF THE TRUST. All contributions under this Plan shall be
paid to the Trustee and held in Trust. The Trust shall be used for the exclusive
benefit of Participants and their Beneficiaries and shall be used to pay
benefits to such persons and to pay administrative expenses of the Plan and
Trust to the extent such administrative expenses are not paid by the Company.
Assets of the Trust shall never revert or inure to the benefit of the Company,
except that contributions may be returned to the Company as provided in Sections
3.7 and 3.8. Contributions shall be made in cash; however, Matching
Contributions, Qualified Matching Contributions and Discretionary Contributions
may be made in Republic stock.

<PAGE> 56

ARTICLE 13.
MISCELLANEOUS

13.1. LIMITATION OF ASSIGNMENT. No benefit payable under the Plan to
any person shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge a
benefit shall be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements or torts of any
person, nor shall it be subject to attachment or legal process for, or against,
such person, and the same shall not be recognized under the Plan, except to such
extent as may be required by law. Notwithstanding the above, this section shall
not apply to a Qualified Domestic Relations Order, and benefits may be paid
pursuant to the provisions of such an order.

13.2. LEGALLY INCOMPETENT DISTRIBUTEE. Whenever any benefit payable
under the Plan is to be paid to or for the benefit of any person who is then a
minor or determined to be incompetent by qualified medical advice, the Committee
need not require the appointment of a guardian or custodian, but is authorized,
in its sole discretion, to cause the benefit (a) to be paid to the person having
custody of such minor or incompetent, without intervention of a guardian or
custodian, (b) to pay the benefit to a legal guardian or custodian of such minor
or incompetent if one has been appointed, or (c) to use the payment for the
benefit of the minor or incompetent.

13.3. UNCLAIMED PAYMENTS. If the Committee is unable, after reasonable
and diligent effort, to locate a Participant, Spouse, or Beneficiary who is
entitled to payment under the Plan, the payment due such person may be forfeited
after three years. If such person later files a claim for such benefit, and is
determined by the Committee to have a legal right to the benefit, the benefit
shall be reinstated (without gain or earnings). Unless required by law, in no
event shall benefits be paid retroactively for the period during which such
benefits were payable, but unclaimed.

13.4. NOTIFICATION OF ADDRESSES. As a condition of participation in
this Plan, Participants are required to provide a current address and other
information requested for the administration of the Plan. Each Participant and
Beneficiary shall from time to time file with the Committee in writing his or
her address or any change of address. Any communication, statement, or notice
mailed to the last address filed with the Committee, or if no such address was
filed with the Committee, to the last address shown on the Company's records,
will be binding on the Participant or Beneficiary for all purposes, and neither
the Committee nor the Company shall be obliged to search for or ascertain the
whereabouts of any Participant or Beneficiary.

49
<PAGE> 57

13.5. NOTICE OF PROCEEDINGS AND EFFECT OF JUDGMENT. In any application,
proceeding or action in any court, no Participant or other person having any
interest in the Plan shall be entitled to any notice or service of process
except as required by law. Any judgment or decree entered on account of such
application, proceeding or action shall be binding and conclusive upon all
persons claiming under this Plan.

13.6. SEVERABILITY. If any provisions of this Plan are held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of this Plan, and this Plan shall be construed and enforced as
if the illegal and invalid provisions were not included.

13.7. PROHIBITION AGAINST DIVERSION. At no time shall any part of the
assets of the Plan revert to a Company or be used for or diverted to purposes
other than the exclusive benefit of Participants or their Beneficiaries,
subject, however, to the payment of all taxes and administrative expenses and
subject to the provisions of the Plan with respect to returns of contributions
and excess assets on plan termination.

13.8. LIMITATION OF RIGHTS. Participation in the Plan shall not give
any Employee any right or claim except to the extent that such right is
specifically fixed under the terms of the Plan. The adoption of the Plan by a
Company shall not be construed to give any Employee a right to continue in the
employ of a Company or to interfere with the right of a Company to terminate the
employment of the Employee at any time.

13.9. CONTROLLING LAW. The laws of the State of Delaware shall be the
controlling state law in all matters relating to the Plan and shall apply to the
extent not preempted by the laws of the United States of America.

13.10. ERRORS IN PAYMENT. If any error shall result in the payment to a
Participant or other person of more or less than he/she would have received but
for such error, the Committee shall be authorized to correct such error and to
adjust the payments to the extent possible in such manner as the Committee
determines or, in its discretion, seek restitution from the Participant, former
Participant or other person, provided, however, that the Committee need not seek
restitution, if the Committee determines that doing so would not be cost
effective or is otherwise contraindicated.

13.11. USERRA AND CODE SECTION 414(u) COMPLIANCE. Notwithstanding any
provision of this Plan to the contrary, contributions, benefits, service credit
and other rights under the Plan of a Participant with respect to qualified
military service will be provided in accordance with Code Section 414(u).

50
<PAGE> 58

13.12. LOANS FROM PRIOR PLANS. The Committee will administer loans
transferred from a Prior Plan or Grandfathered Prior Plan in accordance with the
terms of such loans and in accordance with Code Section 72(p). The Committee
shall develop a loan policy and procedure to administer the loans. No new loans
are available under the Plan.

13.13. HEADINGS AND USE OF WORDS. Headings are for convenience in
referencing only and are not to be used in interpretation of the Plan. The use
of a masculine term shall include the feminine where applicable. Whenever the
context of the Plan dictates, the plural shall be read as the singular and the
singular shall be read as the plural.

51
<PAGE> 59

ARTICLE 14.
TOP-HEAVY PROVISIONS

14.1. APPLICABILITY OF THIS ARTICLE. This Article shall apply for any
Plan Year in which the Plan is a Top-Heavy Plan within the meaning of Sections
14.2 and 14.4.

14.2. TOP-HEAVY AND SUPER TOP-HEAVY DETERMINATION.

(a) The Plan shall be a Top-Heavy Plan for a Plan Year
if, as of the Determination Date, the aggregate of
the Account Balances under the Plan for Key Employees
exceeds 60 percent of the aggregate of the Account
Balances under the Plan for all Employees.

(b) The Plan shall be a Super Top-Heavy Plan if, as of
the Determination Date, the aggregate of the Account
Balances under the Plan for Key Employees exceeds 90
percent of the aggregate of the Account Balances
under the Plan for all Employees.

14.3. COMPUTATION OF THE AGGREGATE OF THE ACCOUNT BALANCES.

(a) The Account Balance of an Employee shall be the sum
of (i) the Account Balance as of the most recent
Valuation Date occurring within a twelve (12) month
period ending on the Determination Date and (ii) the
amount of any contributions that would be allocated
as of a date not later than the Determination Date
without regard to whether such amount is subject to a
waiver of the minimum funding standards or is in
violation of such standards or actually contributed
or, in the case of a Plan not subject to the minimum
funding standards, the amount of any contributions
actually made after the Valuation Date, but before
the Determination Date.

(b) If an Employee is a Key Employee on a Determination
Date, the total amount of the Employee's Account
Balance is taken into account in determining the
aggregate of Account Balances (including amounts
attributable to service as a Non-Key Employee). If
any individual is a Non-Key Employee with

52
<PAGE> 60

respect to the Plan for a Plan Year, but such
individual was a Key Employee for any prior Plan
Year, the Account Balance of such individual shall
not be taken into account.

(c) If an Employee has not performed any service for the
Company or an Affiliate at any time during the
five-year period ending on the Determination Date,
any accrued benefit and Account Balance of such
Employee shall not be taken into account.

(d) (i) In the case of an unrelated rollover, the
plan making the distribution counts it in
determining top-heaviness, and the plan
receiving the distribution does not count it
in determining top-heaviness if the rollover
was received after December 31, 1983, but
does count it if received before that date.
An unrelated rollover is a rollover or
plan-to-plan transfer both initiated by the
Employee and made from a plan maintained by
one company to a plan maintained by another
company.

(ii) In the case of a related rollover, the plan
making the distribution does not count the
distribution in determining top-heaviness
and the plan receiving the distribution
counts the rollover in determining top-
heaviness. A related rollover is a rollover
or a plan-to- plan transfer either not
initiated by the Employee or made to a plan
maintained by the same company.

(iii) For purposes of determining whether the
company is the same company, all companies
aggregated under Code Section 414(b), (c) or
(m) are treated as the same company.

(e) Distributions (other than those described in (d)
above) made within the Plan Year that includes the
Determination Date or within the four preceding Plan
Years are added to the aggregate of Account Balances.

53
<PAGE> 61

14.4. REQUIRED AGGREGATION OF PLANS.

(a) Each plan of a company required to be included in an
aggregation group shall be treated as a Top-Heavy
Plan if the required aggregation group is a top-heavy
group. The required aggregation group includes:

(i) each plan of the company (within the meaning
of Code Section 414(b), (c) and (m)) in
which a Key Employee participates in the
Plan Year containing the Determination Date
or any of the four preceding Plan Years, and

(ii) each other plan of the company which enables
any plan described in (i) above to meet the
requirements of Code Section 401(a)(4) or
Code Section 410.

(b) A required aggregation group is a top-heavy group if,
as of each Plan's Determination Date, the sum of (i)
the present value of the cumulative accrued benefits
for Key Employees under all defined benefit plans
included in the group and (ii) the aggregate of the
Account Balances of Key Employees under all defined
contribution plans included in the group exceeds 60
percent of a similar sum determined for all
Employees. When aggregating plans, the value of
accrued benefits and Account Balances shall be
calculated by adding together the results of each
plan as of the Determination Dates that fall within
the same calendar year. In performing this
computation the principles of Section 14.3 shall be
applied.

(c) Each plan in the required aggregation group will be a
Top- Heavy Plan if the group is top-heavy. No plan in
the required aggregation group will be a Top-Heavy
Plan if the group is not top-heavy.

<PAGE> 62
14.5. PERMISSIVE AGGREGATION OF PLANS. A permissive aggregation group
consists of plans of the Company that are required to be aggregated, plus one or
more plans that are not part of the required aggregation group, but that satisfy
the requirements of Code Sections 401(a)(4) and 410 when considered as a group.
In no event will permissively aggregated plans which are not part of the
required aggregation group be considered top-heavy. If, as a result of the
permissive aggregation of plans the entire group of plans is not top-heavy, then
no plan in the permissive aggregation group will be a Top-Heavy Plan. Plans may
be permissively aggregated to avoid being super top-heavy.

14.6. SPECIAL RULES OF TOP-HEAVY PLANS AND SUPER TOP-HEAVY PLANS.

(a) If the Plan is a Top-Heavy Plan, then the following
changes shall be made to the Plan as otherwise
written:

(i) The vested percentage of a Participant may
be redetermined according to the following
schedule:

YEARS OF SERVICE VESTED PERCENTAGE

2 20
3 40
4 60
5 80
6 100

Once applicable, such vesting schedule shall
be in effect without regard to whether the
Plan is top-heavy for a Plan Year.

(ii) The allocation of Company contributions and
forfeitures to the account of a Non-Key
Employee for a Plan Year shall equal at
least three (3%) percent of Compensation.
Notwithstanding the foregoing, if the
largest percentage of compensation provided
for any Key Employee is less than three (3%)
percent, then the minimum percentage of
compensation that must be provided for a
Non-Key Employee for a Plan Year is the
largest percentage of compensation provided
for any Key Employee. The preceding sentence
does not apply if this Plan is included in
any required aggregation group and enables a
defined benefit plan included in such group
to meet the requirements of Code Section
401(a)(4) or Section 410. For purposes of
determining the largest percentage of
compensation provided for any Key Employee,
amounts contributed as a result of a salary
reduction agreement

55
<PAGE> 63

must be included. All defined contribution
plans of the Company and Affiliates shall be
treated as a single plan for purposes of
determining the defined contribution
minimum. Neither amounts the Employee elects
to defer under any 401(k) plan maintained by
the Company nor any Matching Contributions
made by the Company and Affiliates shall be
treated as Company contributions for
purposes of determining minimum required
contributions.

The following Non-Key Employees shall
receive the minimum allocation provided
under this subparagraph (2) for a particular
Plan Year:

(1) Participants who are otherwise
eligible for an allocation under
the Plan;

(2) Employees who are Participants but
who have not completed 1,000 Hours
of Service during the Plan Year;

(3) Employees who would be Participants
but for the failure to make
mandatory contributions to the
Plan; or

(4) Employees who are Participants but
whose compensation is less than the
amount necessary to receive an
allocation under the Plan: however,

(5) Employees who are also Participants
in a defined benefit plan sponsored
by the Company shall receive the
minimum benefit under the defined
benefit plan.

(iii) The compensation of a Participant taken into
account under the Plan shall not exceed
$160,000, subject to applicable cost of
living increases.

(b) If the Plan is a Top-Heavy Plan then, in applying the
limitations of Code Section 415, the denominators of
the defined benefit

56
<PAGE> 64

fraction and the defined contribution fraction shall
be determined by substituting 1.0 for 1.25 as the
multiplier for the Code Section 415 dollar
limitation. If the Plan is not a Super Top-Heavy
Plan, this Subsection (b) shall not apply so long as
the minimum benefits required under Code Section 416
are satisfied.

14.7. SPECIAL DEFINITIONS. For purposes of this article, the following
definitions shall apply:

(a) DETERMINATION DATE. With respect to any Plan Year,
the last day of the preceding Plan Year. In the case
of the first Plan Year of the Plan, the Determination
Date shall be the last day or such Plan Year.

(b) KEY EMPLOYEE. Any Employee or former Employee who at
any time during the Plan Year containing the
Determination Date or any of the four preceding Plan
Years, is or was

(i) An officer of the Company having an annual
compensation from the Company greater than
50% of the dollar limitation in effect under
Code Section 415(b)(1)(A) for any such Plan
Year,

(ii) One of the ten Employees having annual
compensation from the Company of more than
the limitation in effect under Code Section
415(c)(1)(A) and owning (or considered as
owning under Code Section 318) the largest
interests in the Company,

(iii) The owner of a five percent or more interest
in the Company, or

(iv) The owner of a one percent or more interest
in the Company who has annual compensation
(as defined in Code Section 415(c)(3) but
including amounts contributed by the Company
pursuant to a salary reduction agreement
which are excludable from the Employee's
gross income under Code 125, 402(a)(8),
402(h) or 403(b)) from the Company for a
Plan Year of

57
<PAGE> 65

more than $160,000, subject to applicable
cost of living increases.

For purposes of clause (i) the number of
officers of the Company considered to be Key
Employees cannot exceed fifty and is further
limited to the greater of three or ten
percent of all Employees (including leased
employees within the meaning of Code Section
414(n)). If a Company has more officers than
the number required to be counted as Key
Employees, the officers to be taken into
account are the Employees who had the
largest annual compensation for the prior
five Plan Year period. For purposes of
clause (ii), if two employees have the same
interest in the Company, the Employee having
the greater annual compensation from the
Company shall be treated as having a larger
interest. The Beneficiary of a Key Employee
shall be treated as a Key Employee for the
applicable portion of the five-year period,
and the Beneficiary of a Non-Key Employee
shall be treated as a Non-Key Employee for
the applicable portion of the five-year
period. For purposes of applying the
foregoing limitations, the aggregation rules
of Code Section 414(b), (c) and (m) apply
except with respect to determining
ownership. For purposes of determining
ownership under clauses (iii) and (iv) an
Employee shall be considered as owning an
interest in the Company within the meaning
of Code Section 318.

58
<PAGE> 66

(d) ACCOUNT BALANCE. A Participant's Account Balance and
Grandfathered Account Balance.

IN WITNESS WHEREOF, the Republic Rewards 401(k) Plan is executed this
30th day of June, 1998.

REPUBLIC INDUSTRIES, INC.

By: ITS EXECUTIVE COMMITTEE

/s/ Harris W. Hudson
-----------------------------------------

/s/ H. Wayne Huizenga
-----------------------------------------

/s/ Steve R. Berrard
-----------------------------------------

<PAGE> 67
REPUBLIC REWARDS 401(k) PLAN

SCHEDULE A
PARTICIPATING COMPANIES

THE FOLLOWING COMPANIES ARE PARTICIPATING AFFILIATES IN THE REPUBLIC REWARDS
401(k) PLAN AS OF JANUARY 1, 1998

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
73-1105145 REPUBLIC INDUSTRIES, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 9002
AND/OR AFFILIATES:
65-0734393 ROA Corporation 5008
65-0629697 Republic Corporate Management, Co. 9001
52-2007719 RRM Corporation 9003
Republic Corporate Management, payroll 9004
51-0345375 Republic Finance (RCCI) 9005
51-0345295 Republic Industries Trademark Company (RITM, Inc.) 9006
65-0716902 Republic Resources Company 9007
65-0575748 Bontona Aviation 9015
65-0716904 Republic Waste Companies Holding Co. 9012
Republic Services, Inc. 9008
65-0789583 Real Estate Holdings, Inc.
65-0768398 Republic Environmental Technologies, Inc.
65-0716898 Republic Media Companies Holding Co.
65-0740589 Republic Resources I, Inc.
65-0740558 Republic Resources II, Inc.
65-0782124 Republic Risk Management Services, Inc
65-0780481 Republic Security Companies Holding Co.
58-2147765 Republic Waste Management I, LP

ALAMO RENT-A-CAR, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, AFFILIATES
AND/OR PREDECESSOR COMPANIES:
59-1465528 Alamo Rent-A-Car, Inc. 1006
13-3775750 Alamo Funding, L.P. 1003
65-0579364 Territory Blue, Inc. 1013
65-0163142 Tower Advertising Group, Inc. 1014
59-1694750 Green Corn, Inc. 1018
59-0641430 Value Rent A Car 1250

</TABLE>

A-1
<PAGE> 68
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
CARTEMPS, USA INCLUDING THE FOLLOWING SUBSIDIARIES,
AFFILIATES AND/OR PREDECESSOR COMPANIES:
34-1614162 CarTemps, USA (fka Spirit Rent-A-Car, Inc.) 1200
34-1387184 Snappy Rent-A-Car, Inc. 1300
73-1481995 Snappy Funding Corporation 1301
Snappy Fleet Financing Corp. 1302
73-1481996 Snappy Funding LP. 1303

65-0608572 AUTONATION USA CORPORATION INCLUDING THE FOLLOWING SUBSIDIARIES, 2016
AFFILIATES AND PREDECESSOR COMPANIES
65-0725080 AutoNation Financial Services Corp. 2017
65-0679933 CarChoice, Inc. (become RI/CCI Merger Corp) 2019
65-0737774 AutoNation DS Investments, Inc.
65-0723608 AutoNation GM Holding Corporation
65-0723604 AutoNation Holding Corporation
65-0608578 AutoNation, Incorporated
65-0711536 AutoNation Realty Corporation

86-0577871 BELL DODGE, INC. 2120

54-0975411 AAA DISPOSAL SERVICE, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 3803
AFFILIATES AND/OR PREDECESSOR COMPANIES:
54-1491099 AAA Commercial, Inc. 3804
54-1491098 AAA Recycling, Inc. 3805
54-1491097 AAA Maintenance, Inc. 3806
54-1641467 AAA Land and Building Co., Inc. 3807
54-1143487 Rainbow Industries, Inc. 3911

65-0753087 AAA DISPOSAL OF TENNESSEE, INC. 3880

61-1125039 ADDINGTON RESOURCES, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 3001
AFFILIATES AND/OR PREDECESSOR COMPANIES:
31-1292651 Addington Holding Co., Inc 3002
61-1182583 Addington Environmental, Inc. (fka Addington Recycling, Inc.) 3003
Collection Services Co., Inc. 3004
M&M Sanitation 3006
Daviess Transfers, Owensboro 3007
Blue Grass Waste Alliance, Lexington 3008
</TABLE>

A-2
<PAGE> 69
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
Covington Transfer 3009
Collection Services - CSI of Northern Kentucky (Hauling) 3010
Collection Services - CSI of Western Kentucky (Hauling) 3011
Collection Services - CSI Pennyrile Sanitation (Hauling) 3012
61-1188995 Collection Services, Inc. (Princeton, KY) 3013
Mercer County Transfer Station 3014
Green Valley Environmental, Inc. 3016
61-1123853 Green Valley Environmental - Ashland, KY 3017
Portsmouth Ohio Transfer Station 3018
61-1184562 Dozit Landfill, Inc. (Dozit Company, Inc.) 3025
61-1163546 Epperson Waste Disposal 3027
61-1136580 Ohio County Balefill, Inc. 3028
Ohio County Balefill, Inc. Beaver Dam, KY 3029
Hopkinsville Transfer Station 3030
61-0988185 Tri-K Landfill, Inc. 3034
Tri-K Landfill, Inc.(Stanford) 3035
Russell County Transfer Station, Russell Springs, KY 3036
61-0890361 Monarch Environmental, Inc. Bowling Green, KY 3049
61-1161386 Monarch Environmental, Inc. 3051
61-1216431 Commercial Waste Disposal, Inc. (d/b/a CWI of Kentucky) 3200
Commercial Waste Disposal, Mayfield 3201
Paducah Transfer Station 3202
61-1204628 Bluegrass Recycling & Transfer Co. 3203
64-0862825 ASCO Sanitation, Inc. 3204
43-1527951 CWI of Missouri, Inc. 3206
Continental Waste Industries of Mississippi - Jackson, MO 3207
Continental Waste Industries, of Missouri - St. Genevieve, MO 3208
35-1977967 Continental Waste Industries, Inc. - Gary, Inc. 3209
22-3146904 Continental Waste Industries Arizona, Inc. (f/k/a CWI Venture,
Inc.)* 3210
28-2679508 FLL, Inc. (Forest Lawn Landfull, Three Oaks) 3212
62-1599708 Covington Waste, Inc. 3216
38-3073435 CWI of Illinois, Inc. 3218
Marion Transfer Station 3219
Mt. Vernon Transfer Station 3220
Sparta Transfer Station 3221
CWI Hauling 3222
22-3032671 So. Illinois Regional Landfill, Inc. 3223
</TABLE>

A-3
<PAGE> 70
<TABLE>
<CAPTION>
EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
CWI Trucking 3224
Applied for CWI of NJ, Inc. (Continental Waste Industries, Inc.) 3225
35-1967042 CWI of Northwest Indiana, Inc. * 3226
43-1654760 Gilliam Transfer 3228
35-1967040 Indiana Recycling LLC 3230
35-1895547 Jamax Corp 3231
22-3091901 Northwest Tennessee Disposal Corp. 3232
55-0622668 Prichard Landfill Corp. 3233
86-0626424 Springfield Environmental, Inc. 3237
35-1958520 Terre Haute Recycling, Inc. 3238
Springfield Environmental, Inc. (Landfill) 3239
35-1160063 United Refuse Co., Inc. 3240
38-2301483 Reliable Disposal, Inc. 3244
Reliable Disposal, Inc., South Haven 3245
Reliable Disposal, Inc., Stevensville 3246
Springfield Environmental, Inc. (Collection) 3247
62-1119788 Barker Bros. Waste, Incorporated 3252
62-1466415 Barker Bros., Inc. *
22-3017045 Karat Corp 3256
35-1854023 Midwest Material Management, Inc. 3257
22-3017041 Sandy Hollow Landfill Corp 3260
Gila Bend Regional Landfill Co., Inc. 3264
95-3963683 Victory Environmental Services, Inc. (Victory Waste, Inc.) 3267
NationsWaste Catawba Regional Landfill, Inc. ***
57-0858653 Northeast Sanitary Landfill, Inc. *** 3249
25-1774253 Nations Waste, Inc. *** 3258

*** Ceased participation effective 5/5/98 due to Sale to Unrelated
Third Party

01-0432643 ASTRO WASTE SERVICES, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 3675
AFFILIATES AND/OR PREDECESSOR COMPANIES:
Astro Waste Services, Laconia, NH 3676
Astro Waste Services, Old Orchard Beach, ME 3678
02-0354182 Cate's Rubbish Removal Service, Inc. (Astro Waste Services, 3679
Brentwood)
</TABLE>

A-4
<PAGE> 71
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
11-2909512 CONTINENTAL WASTE INDUSTRIES, INC. INCLUDING THE FOLLOWING SUBSIDIARIES,
AFFILIATES AND/OR PREDECESSOR COMPANIES:
14-1765530 Capital Waste & Recycling, Inc. (f/k/a New Options on Waste, 3213
Incorporated)
Capital Waste & Recycling (f/k/a New Options on Waste) 3214
Capital Waste & Recycling (Hauling) (f/k/a New Options on Waste 3215
Hauling)
22-1717222 Statewide Environmental Contractors, Inc. 3248
38-3232288 Berrien County Lanfill, Inc.* 3251
62-1407106 Sanifill, Inc.* 3265
34-1621353 Triple G. Landfills, Inc.* 3266
22-2451824 Recycling Industries, Inc. 3259
22-2867753 South Trans, Inc 3261
86-0626424 Greenfield Environmental Development Corp. 3262
35-1804928 GEM Environmental Management, Inc. 3263
16-1096906 Upstate Disposal (f/k/a Disposal Services Inc.) 3269
16-0916805 All Refuse Service 3270
16-1003253 AG Disposal, Inc. 3271

75-0886621 J. C. DUNCAN COMPANY, INC (THE DUNCAN COMPANY) INCLUDING THE FOLLOWING 3401
SUBSIDIARIES, AFFILIATES AND/OR PREDECESSOR COMPANIES:
75-1571291 Arlington Disposal Company, Inc. 3402
75-1189659 Grand Prairie Disposal Company, Inc. 3403
75-1815462 Tos-It Service Company, Inc. 3404
Trashaway Services, Inc. (Landfill) San Angelo, TX 3405
75-2529001 Duncan Disposal, Inc. (Wes-Tex Waste Services, Inc.) 3406
75-1504727 Trashaway Services, Inc. 3407
Trashaway Services, Inc. (Hauling) San Angelo, TX 3408
75-2621108 Pantego I, Inc. (Pantego Service Company) 3410
75-2357429 Triple C Disposal Service, Inc. 3411
75-2318354 Charter Waste, Inc. Odessa, TX 3412
Charter Waste, Inc. Abiline, TX 3413
76-0308427 CSC Disposal and Landfill, Inc. 3415
75-2335948 Republic/Malloy Landfill & Sanitation, Inc. 3416
74-2502556 C&T Landfill (R.E. Wolfe Edinburg) 3417
Pecos Transfer Station 3418
75-2654880 Duncan Disposal, Inc. 3419
75-2621104 EETL I, Inc. 3420
</TABLE>

A-5
<PAGE> 72
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
58-2019335 Republic Solutions, Inc.* 3421

43-1533270 ENVIRONMENTAL SPECIALISTS, INC. 3879

57-0690319 FENNELL CONTAINER COMPANY, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 3100
AFFILIATES AND/OR PREDECESSOR COMPANIES:
Fennell Container Co., N. Charleston* 3101
57-0926348 Fennell Waste Systems, Inc. 3103
57-0527085 Suburban Disposal Service, Inc. 3104
57-0971140 ECO Services of S. C., Inc. 3105
57-1019216 Pepperhill Development Co., Inc. 3106
57-0870233 Charleston Disposal System 3107
59-2340845 Fenn-Vac, Inc. 3108
57-1040490 GF/WWF, Inc.* 3109
Savannah Ind. Regional Landfill 3110

56-1365950 GARBAGE DISPOSAL SERVICE, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 3150
AFFILIATES AND/OR PREDECESSOR COMPANIES:
56-1835754 East Carolina Environmental, Inc. 3026
61-1299604 Upper Piedmont Environmental, Inc. 3038
31-1356188 Uwharrie Environmental, Inc. 3039
Uwharrie Environmental Recycling, Mt. Gilead, NC 3040
Uwharrie Environmental (Landfill), Mt. Gilead, NC 3041
Moore County Transfer Station 3042
Richmond County Transfer Station 3043
Garbage Disposal Service, Inc. - Corporate Office 3151
Garbage Disposal Service, Morganton Div. 3152
Garbage Disposal Service, Northwest Division 3153
Garbage Disposal Service, Recycling Div - Conover 3154
Garbage Disposal Service, Recycling Division - Hendersonville 3155
GDS, Inc (Glass Recycling Div.) College Park 3156
GDS, Inc. Hickory Div. 3157
56-1681247 D & L Waste, Inc. 3158
56-1132712 Cleveland Container Service, Inc. 3160
56-0996367 Hyder Waste Container, Inc. 3161
56-1760069 Burgess' Refuse Removal Service 3162
56-1785571 Recycling Concepts, Inc. 3163
56-0324212 JMN, Inc. (Landfill) 3164
56-0944533 Collection Service Company, Inc. 3165
GDS Eastern NC 3166

</TABLE>

A-6
<PAGE> 73
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
56-1616573 Smithton Sanitation Service, Inc 3509

59-2213209 HUDSON MANAGEMENT CORPORATION INCLUDING THE FOLLOWING SUBSIDIARIES, 3751
AFFILIATES AND/OR PREDECESSOR COMPANIES:
59-2162348 AJ Panzarella & Co. (Larry O'Connor Sanitation)* 3749
59-3095888 Northwest Florida Sanitation, Inc.* 3750
59-1956352 All Service Refuse Company, Inc. 3752
59-1498255 East Bay Sanitation Services, Inc. 3753
59-1350120 Florida Refuse Service, Inc. 3754
65-0577644 Gulfcoast Waste Service, Inc. 3755
59-2803240 Waste Collection Service Corporation 3756
- --- Seaside Sanitation (Hatcher Disposal, Inc.) 3757
59-1235723 Treasure Coast Refuse Corporation 3758
65-0158275 Medical Waste Services, Inc.* 3759
65-0088284 Sunburst Sanitation Corporation 3760
65-0243954 Envirocycle, Inc. 3761
59-1496253 Reliable Sanitation, Inc. 3762
Imperial Sanitation Services, Inc. Medley, FL 3763

74-2077398 LAUGHLIN ENVIRONMENTAL, INC 3802

58-2027992 LIVING EARTH TECHNOLOGY (LETCO) INCLUDING THE FOLLOWING SUBSIDIARIES, 3375
AFFILIATES AND/OR PREDECESSOR COMPANIES:
LETCO Dallas, TX 3377
LETCO Houston, TX 3378
LETCO Missouri City, TX 3379
LETCO Austin, TX 3381
LETCO Woodlands, Conroe, TX 3382
76-0443094 Houston Organics, Inc. * 3383
74-2208199 CJM Trucking & Soils Company, Inc. 3384
95-1922286 Elliot's Agri-Service, Inc 3385

65-0716898 REPUBLIC MEDIA, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, AFFILIATES 5006
AND/OR PREDECESSOR COMPANIES:
59-1640872 Design-Graphics, Inc. 5000
59-1427085 Anastasia Advertising Art, Inc.
38-2795884 Golden Communications, Inc
59-3309426 Jerry's Outdoor Advertising, Inc.
</TABLE>

A-7
<PAGE> 74
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
59-2488270 Jiffy Billboards, Inc.
59-1685793 Maxmedia, Inc.
65-0336401 Outdoor Communications, Inc.

35-1468845 MEYER WASTE SYSTEMS, INC. (d/b/a ABLE DISPOSAL) INCLUDING THE 3176
FOLLOWING SUBSIDIARIES, AFFILIATES AND/OR PREDECESSOR COMPANIES:
35-1970445 Meyer Transportation, L.L.C. 3177
35-1845453 Meyer Mechanical Services, Inc. 3178
35-1544990 Westchester Investments, Inc. 3179

35-1122186 NATIONAL SERV-ALL, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 3764
AFFILIATES AND/OR PREDECESSOR COMPANIES:
National Serv-All, Inc. (Hauling) 3765
35-1858074 Antler Park, Inc. 3766
35-1398314 Helper's Hand of America, Inc. 3767
35-1824308 Hank's Disposal, Inc. 3768
35-1682847 Sunrise Disposal, Inc. 3769
35-1974599 Tri-State Ltd. 3770

74-2342903 RCLJ CONSTRUCTION 3901

SAFETY LIGHTS, INC. AND THE FOLLOWING SUBSIDIARIES, AND/OR 3053
AFFILIATES:
Safety Lights - Collection 3054
Safety Lights - Landfill 3055

65-0772300 SATTRAK, INC. ** 4020
** Ceased Participation effective 4/9/98 due to Sale to
unrelated third party

THE SCHAUBACH COMPANIES, INCLUDING THE FOLLOWING SUBSIDIARIES
AND/OR AFFILIATES:
54-1539385 Area Container Services, Inc. 3501
65-0718379 Consolidated Waste Solutions, Inc. 3968

59-3181155 SOUTHLAND ENVIRONMENTAL SERVICES, INC. INCLUDING THE FOLLOWING 3601
SUBSIDIARIES, AFFILIATES AND/OR PREDECESSOR COMPANIES:
Hal Industries (Collection Services) 3005
61-1259797 Broadhurst Environmental, Inc. 3019
Broadhurst Environmental, Inc. (Landfill) 3020
Emanual County Transfer Station 3021
</TABLE>

A-8
<PAGE> 75
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
Evans County Transfer Station 3022
Bullock County - Statesboro, GA 3023
Evans County Transfer Station 3024
61-1275543 Pinellas Environmental, Inc. (Landfill) 3032
58-1107412 Swift Creek Environmental, Inc. (Landfill) (f/k/a Mullis Tree
Service, Inc.) 3045
Swift Creek Environmental Landfill (Macon) 3046
Riggins Mill Road Transfer Station, Macon* 3047
61-1262062 Mid-State Environmental, Inc. 3048
59-3405500 CWI of Florida, Inc. 3217
59-2635958 Deland Landfill (Holland Excavating, Inc.) 3229
59-3047860 Schoefield Corporation of Orlando 3234
SWS (Rocket) - Orlando, FL 3235
545 Landfill - Orlando, FL 3236
63-1152679 Southland Waste Systems of Ware Co. Inc. (fka Sunbelt Waste 3615
Services, Inc.)
59-2776119 Southland Maintenance Services, Inc. 3602
59-3061116 Southland Recycling Services, Inc.(f/k/a Covenant Reccling 3603
Services, Inc.)
Southland Waste Systems, Inc. of Jacksonville, FL (Commercial) 3604
59-1734728 Southland Waste Services of Jacksonville, Inc. (Residential) 3605
65-0690338 Southland Waste Systems of Ga., Inc. 3606
59-2146258 Seaboard Waste Systems (f/k/a Seaboard Sanitation Inc.) 3607
59-3050021 Nine Mile Road (Landfill) 3608
59-3097717 Enviro-Comp Services, Inc. 3609
Seaboard Transfer Station, St. Augustine, FL 3610
59-3061116 Southland Recycling Services, Inc. 3612
Southland Information Destruction (Shred-All) 3613
Southland Waste Systems 3614
58-1900729 Sullivan Environmental Services, Inc. 3616
59-2316528 Southland Waste Systems, Inc. of Clay 3618
Southland Waste Systems of Macon 3619
Southland Waste Systems of Ga, Brunswick, GA 3620
65-0243008 CDS Environmental, Inc. of Florida 3621
Sinclair Disposal Service 3622
Clay County Transfer Station 3623
Waycross Transfer Station 3624
Southland Waste Systems of Ga., Inc. Statesboro 3630
</TABLE>

A-9

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
Southland Waste Systems of Ga., Inc. (Georgia Waste Disposal, Inc.) 3631
Augusta, GA

58-1094472 UNITED WASTE SERVICE, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 3700
AFFILIATES AND/OR PREDECESSOR COMPANIES:
United Waste Service- Alpharetta, GA 3701
United Waste Service- South Mableton, GA 3702
United Waste Service- North Winder, GA 3703
United Waste Service - Forsyth Transfer Station 3704
United Rubber Recycling (f/k/a Waste Tire Management) 3705
Morgan Falls Transfer Station* 3706
National Tire Recyclers, Salisbury* 3707
58-1839575 Pine Ridge Recycling, Inc. 3708
76-0338607 Oak Grove Landfill 3709
58-2098766 CDS Environmental, Inc. of Atlanta, GA 3710

58-2070223 REPUBLIC WABASH COMPANY INCLUDING THE FOLLOWING
SUBSIDIARIES, 3334 AFFILIATES AND/OR PREDECESSOR
COMPANIES:
35-1552413 Anderson Refuse Co., Inc. 3205
38-2605338 Taymouth Landfill (Tay-Ban Corporation) 3301
38-3293469 Tri-County Refuse Service, Inc. (TriCounty Refuse Removal, Inc.) 3302
58-2070073 Wabash Valley Landfill Company, LTD 3331
35-1971077 Wabash Valley Refuse Removal Company 3332
58-2035401 Republic Acquisition Company 3333
65-0723614 Compactor Rental Systems, Inc. 3335

WESTERN REGION COMPANIES, INCLUDING THE FOLLOWING
SUBSIDIARIES, AFFILIATES AND/OR PREDECESSOR COMPANIES:
95-2677631 Republic Imperial Acquisition* 3450
El Centro Sanitation Service, Imperial, CA 3451
76-0316673 Republic Imperial Landfill (El Centro) 3452
Republic Imperial Hauling (El Centro) 3453
65-0689137 A&G Disposal (RI/AHI Merger Corp) 3476
95-3426888 Rapidway/Angelus Hudson (Expert Disposal Services, Inc.) 3477
95-4050925 ASA Leasing, Inc. 3478
95-3426895 Fat Man, Inc. 3479
95-3799894 CalWaste Industries, Inc. 3482
95-2655100 MG Disposal Service, Inc. 3484
95-3556331 Consolidated Disposal Service, Inc. 3625
Daybreak Recycling Systems, Inc. 3626
</TABLE>

A-10

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
33-0486579 Seagull Sanitation Systems, Inc. 3627
Seagull Landfill. 3628
Seagull Collection 3629
82-0336097 PSI Waste Systems, Inc. 3771
PSI Waste Twin Falls, ID 3772
PSI Waste Page AZ 3773
PSI Portable Toilets, Twin Falls, ID 3774
PSI Transfer Stations Page, AZ 3775
94-2566816 Anderson Solid Waste 3801
65-0768402 Republic Silver State Disposal, Inc. 3820
65-0772299 Republic Dumpco, Inc. 3825
E. T. 3830
95-2786294 Taormina Industries, Inc. 3876
Taormina Transfer Station - Anaheim, CA 3878

23-2336052 YORK WASTE DISPOSAL, INC. INCLUDING THE FOLLOWING SUBSIDIARIES, 3811
AFFILIATES AND/OR PREDECESSOR COMPANIES:
23-2512957 Robert A. Moor, Jr. Disposal (d/b/a Area Container) 3508
York Disposal 3810
York Waste - Lancaster, PA 3812
York Waste - Mechanicsburg, PA 3813
Concord Rd Hauling - York, PA 3814
Maryland Waste Hauling - Timonium, MD 3815

</TABLE>

*Inactive Company or Company Merged with another Company

A-11
<PAGE> 78
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>

THE FOLLOWING COMPANIES ARE PARTICIPATING AFFILIATES IN THE REPUBLIC REWARDS PLAN
AS OF FEBRUARY 1, 1998

Briggeman Industries, Inc. - Los Alamitos, CA 3640
Briggeman Disposal, Inc. - Los Alamitos, CA 3641
65-1922286 Bel-Art Environmental Paper Stock Company 3780

</TABLE>

A-12
<PAGE> 79
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
THE FOLLOWING COMPANIES ARE PARTICIPATING AFFILIATES IN THE
REPUBLIC REWARDS PLAN AS OF MAY 1, 1998

TAYLOR JEEP EAGLE 2160

THE DOBBS MOTOR GROUP INCLUDING THE FOLLOWING SUBSIDIARIES AND
AFFILIATES
Dobbs Ford, Inc. including the following Subsidiaries, Affiliates 2472
and/or predecessor companies:
DBL, Inc. d/b/a Dobbs Brothers Lexus 2469
Dobbs Mobile Bay, Inc. d/b/a Treadwell Ford & d/b/a Treadwell 2477
Colission Center
Hoover Toyota, Inc. d/b/a Hoover Toyota 2474
Orange Park Toyota, Inc. 2465
Northside Nissan, Inc. d/b/a Northside Nissan & d/b/a Motormax 2480
West Ashley Toyota, Inc. 2479
Dobbs Brothers Buick-Pontiac, Inc. d/b/a Dobbs Brothers 2471
Pontiac-GMC
Dobbs Brothers Buick-Pontiac, Inc. d/b/a Dobbs Brothers 2470
Mazda-Buick-Mitsubishi

82-0324154 WOOD RIVER RUBBISH CO 3776
</TABLE>

A-13
<PAGE> 80
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>

THE FOLLOWING COMPANIES ARE PARTICIPATING AFFILIATES IN THE
REPUBLIC REWARDS PLAN AS OF AUGUST 1, 1998

L. R. Stuart, Manassas, VA ("Tuck-in") 3808
White Stone of Warren, Inc. ("Tuck-in") 3050
Fisk Sanitation Svc., Inc. 3056
Fisk Transfer Station - Greenfield, IN 3057
Raritan Valley Disposal 3211
22-1693560 Midco Waste Systems (f/k/a Middlesex Carting Co. Inc.) 3250
Alpco Waste ("Tuck-in") 3272
Reliable Sanitation - Chowan County, NC ("Tuck-in") 3167
Davie Sanitation - Mocksville, NC ("Tuck-in") 3168
Barbour Waste Disposal - Hillsborough, NC ("Tuck-in") 3169
Mid-East Environmental Services-Dunn, NC ("Tuck-in") 3170
Ariana Aviation, Inc. 9017
Effingham Co. Transfer Station - GA 3632
United Mountain, Athens, GA 3711
United North Transfer Station - Winder, GA 3712
United South Transfer Station - Mableton, GA 3713
Superior Waste Systems - Conyers GA -("Tuck-in") 3714
United Waste Southeast - Conyers, GA 3715
H.P. Disposal, Inc. 3835
Suburban Sanitation of CA, Inc. 3836
Suburban Disposal of Arizona 3837
Green Disposal, Inc. 3839
Rubbish Control, Inc. 3881
22-2468029 Beran Cleaning Corporation d/b/a Beran Services
22-2860024 M.C.C. Recycling, Inc.

Emich Chrysler-Plymouth, Inc.
Emich Dodge, Inc.
Emich Lincoln-Mercury, Inc.
Emich Oldsmobile, Inc.

Emich Oldsmobile-Gmc Truck-Subaru
Emich South - GMC, Pontiac & Buick
Emich Mitsubishi
Emich Jeep-Eagle
</TABLE>

A-14
<PAGE> 81
<TABLE>
<CAPTION>

EIN # COMPANY NAME HYPERION #
- ------ ------------ ----------
<S> <C> <C>
84-1087667 Chesrown Chevrolet, Inc. (d/b/a Chesrown Chevrolet Geo, Inc. and 2398
Chesrown Marine, Inc.
84-1040224 Chesrown Auto, Inc. (d/b/a Marshall Ford, Inc. and Marshall 2399
Kia, Inc.)
84-1170937 Southwest Dodge, Inc. (d/b/a Chesrown's Southwest Dodge, Inc.) 2400
84-1164224 Chesrown Ford, Inc. (d/b/a Chesrown's Friendly Ford, Inc.) 2401
84-1382739 Marshall Lincoln-Mercury, Inc. (d/b/a Marshall Lincoln-Mercury Mazda, 2402
Inc.)
*** Chesrown Collision Center, Inc. (d/b/a Chesrown Glass, Inc. and CAG 2403
Rental Cars, Inc.)
84-1216628 Chesrown Automotive Group, Inc. 2404
84-1098176 Total Care, Inc. 2405

</TABLE>

A-15
<PAGE> 82

REPUBLIC REWARDS 401(k)

SCHEDULE B

401(k) PLAN NONDISCRIMINATION TESTING

B.1. ADP TEST

(a) LIMITATIONS ON 401(k) CONTRIBUTIONS-QUALIFICATION
REQUIREMENTS. At least as frequently as annually, the
Committee shall determine the Actual Deferral Percentage
(ADP) of 401(k) Contributions made to the Plan during the
Plan Year. 401(k) Contributions must meet the ADP test of
Code Section 401(k). The ADP for the current Plan Year for
Participants who are Highly Compensated Employees must
satisfy one of the following tests:

(i) The Plan Year's ADP for Participants who are Highly
Compensated Employees for the Plan Year shall not
exceed the prior Plan Year's ADP for Participants
who were Non-Highly Compensated Employees for the
prior Plan Year multiplied by 1.25; or

(ii) The Plan Year's ADP for Participants who are Highly
Compensated Employees for the Plan Year shall not
exceed the prior Plan Year's ADP for Participants
who were Non-Highly Compensated Employees for the
prior Plan Year multiplied by two (2.0), provided
the ADP for Participants who are Highly Compensated
Employees for the Plan Year does not exceed the ADP
for Participants who were Non-Highly Compensated
Employees for the prior Plan Year by more than two
(2) percentage points.

Actual Deferral Percentage (ADP) means, for a specified group
of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of
(1) the amount of 401(k) Contributions actually paid over to
the Trust, to (2) the Participant's compensation for such
Plan Year (whether or not the Employee was a Participant for
the entire Plan Year).

401(k) Contributions made on behalf of any Participant shall
include any 401(k) Contributions made pursuant to the
Participant's deferral election (including Excess 401(k)

B-1
<PAGE> 83

Contributions) and any applicable Qualified Matching or
Qualified Nonelective Contributions made by the Company for
the Plan Year, but excluding any 401(k) Contributions that
are taken into account in the Average Contribution Percentage
test (provided the ADP test is satisfied both with and
without exclusion of such 401(k) Contributions) and
disregarding any 401(k) Contributions returned as an excess
annual addition pursuant to Regulation Section
1.415-6(b)(6)(iv). For purposes of computing Actual Deferral
Percentages, an Employee who would be a Participant but for
the failure to make 401(k) Contributions shall be treated as
a Participant on whose behalf no 401(k) Contributions are
made.

(b) ADDITIONAL RULES.

(i) The ADP for any Participant who is a Highly
Compensated Employee for the Plan Year and who is
eligible to have 401(k) Contributions allocated to
his or her accounts under two or more arrangements
described in Code Section 401(k) that are maintained
by the Company, shall be determined as if such
401(k) Contributions were made under a single
arrangement. If a Highly Compensated Employee
participates in two or more cash or deferred
arrangements that have different Plan Years, all
cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single
arrangement.

(ii) In the event that this Plan satisfies the
requirements of Code Sections 401(k), 401(a)(4), or
410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the
requirements of such sections of the Code only if
aggregated with this Plan, then this section shall
be applied by determining the ADP of Employees as if
all such plans were a single plan. Plans may also be
aggregated without regard to whether aggregation is
needed to satisfy the aforementioned
nondiscrimination rules if the Committee so
determines in accordance with applicable
regulations. Plans may be aggregated in order to
satisfy Code Section 401(k) of the Code only if they
have the same Plan Year.

(iii) For purposes of determining the ADP test, 401(k)
Contributions, Qualified Matching and/or Qualified
Nonelective Contributions (to the extent included in
the ADP test) and any other elective deferrals must
be made before the last day of the twelve month
period immediately following the Plan Year to which
contributions relate.

B-2
<PAGE> 84
(iv) The Committee shall maintain records sufficient to
demonstrate satisfaction of the ADP test.

(v) The determination and treatment of the ADP amounts
of any Participant shall satisfy such other
requirements as may be prescribed by the Secretary
of the Treasury.

(vi) For purposes of this section, compensation means
compensation as defined in Code Section 415(c)(3),
but excluding all reimbursements or other expense
allowances, fringe benefits, moving expenses,
deferred compensation and welfare benefits. The
preceding notwithstanding, compensation shall
include any amount contributed by an Company on
behalf of a Participant pursuant to a salary
reduction agreement which is not includible in the
gross income of the Participant under Code Sections
125, 401(k), 402(e)(3) or 402(h).

(vii) The ADP test may be performed using current year
data for Non-Highly Compensated Employees at the
election of the Committee, in accordance with
Internal Revenue Service guidance, rulings and
regulations.

(viii) Testing shall be performed consistently with the
regulations under Code Section 401(k), and the Plan
hereby incorporates by reference all options
relating to testing, not specifically described in
this document with the intent to have flexibility in
satisfying the ADP test.

(c) EXCESS 401(k) CONTRIBUTIONS. 401(k) Contributions that are
includible in a Participant's gross income under Code Section
402(g) to the extent such Participant's 401(k) Contributions
for a taxable year exceed the dollar limitation under such
Code section are "Excess 401(k) Contributions." Excess 401(k)
Contributions are treated as annual additions under the Plan
for Code Section 415 purposes, unless such amounts are
distributed on or before April 15th of the calendar year
following the close of the Participant's taxable year in
which such Excess 401(k) Contributions arose. The Participant
must notify the Committee by April 1st of each year of the
amount of the Excess 401(k) Contributions to be assigned to
the Plan. A Participant is deemed to notify the Committee of
any Excess 401(k) Contributions that arise if such Excess
401(k) Contributions arise solely from 401(k) Contributions
made under this Plan or any other plans of the Company.

B-3
<PAGE> 85

(i) DISTRIBUTION OF EXCESS 401(k) CONTRIBUTIONS.
Notwithstanding any other provision of the Plan,
Excess 401(k) Contributions, plus any income and
minus any loss allocable thereto, shall be
distributed to the Participant on or before April
15th of the calendar year following the close of the
Participant's taxable year in which such Excess
401(k) Contributions arose in accordance with IRS
guidance, rulings and regulations. The amount to be
distributed with respect to a Participant for a Plan
Year is reduced by any Excess 401(k) Contributions
previously distributed to the Participant for the
Plan Year.

Excess 401(k) Contributions that are distributed
after April 15th are includible in the Participant's
gross income in both the taxable year in which such
Excess 401(k) Contributions are deferred and in the
taxable year in which such Excess 401(k)
Contributions are distributed.

(ii) DETERMINATION OF INCOME OR LOSS ALLOCABLE TO EXCESS
401(k) CONTRIBUTIONS. No income or loss shall be
allocated to Excess 401(k) Contributions if such
Excess 401(k) Contributions are distributed to a
Participant on or before the close of the
Participant's taxable year in which such Excess
401(k) Contributions arose.

Notwithstanding any other provision of this Plan,
income or loss shall be allocated to Excess 401(k)
Contributions if such Excess 401(k) Contributions
are distributed to a Participant after the close of
the Participant's taxable year in which such Excess
401(k) Contributions arose. The income or loss
allocable to a Participant's Excess 401(k)
Contributions shall be determined by multiplying the
income or loss allocable to the Participant's 401(k)
Account for the Plan Year ending within or with the
Participant's taxable year in which such Excess
401(k) Contributions arose by the "Excess 401(k)
Contributions fraction".

The numerator of the "Excess 401(k) Contributions
fraction" is equal to the amount of the Excess
401(k) Contributions allocated to the Participant's
401(k) Account for the Participant's taxable year in
which the Excess 401(k) Contributions arose. The
denominator of the Excess 401(k) Contributions
fraction is equal to the sum of: (1) the balance in
the Participant's 401(k) Account as of the beginning
of the Participant's taxable year in which such
Excess 401(k) Contributions arose; plus (2) the

B-4
<PAGE> 86

amount of contributions allocated to the
Participant's 401(k) Account for the Participant's
taxable year in which such Excess 401(k)
Contributions arose.

(iii) DETERMINATION OF MATCHING CONTRIBUTIONS. If Excess
401(k) Contributions are returned to a Participant,
no Matching Contribution will be made with respect
to the Excess 401(k) Contributions.

(d) EXCESS CONTRIBUTIONS. With respect to any Plan Year, Excess
Contributions are the excess of:

(i) The aggregate amount of contributions actually taken
into account in computing the ADP of Highly
Compensated Employees for such Plan Year, over

(ii) The maximum amount of such contributions permitted
by the ADP test (determined in accordance with the
Code and IRS guidance, rulings and regulations) for
each Highly Compensated Employee.

Excess Contributions shall be treated as Annual Additions
under the Plan.

(e) DISTRIBUTION OF EXCESS CONTRIBUTIONS. Notwithstanding any
other provision of this Plan, Excess Contributions
attributable to a Highly Compensated Employee, plus any
income and minus any loss allocable thereto, must be
distributed from such Participant's 401(k) Account no later
than the last day of the Plan Year next following the Plan
Year in which the Excess Contribution arose, in accordance
with IRS guidance, rulings and regulations. If such Excess
Contributions are distributed more than 2 1/2 months after the
last day of the Plan Year in which such Excess Contributions
arose, a ten (10%) percent excise tax will be imposed on the
Company with respect to such amounts.

(i) DETERMINATION OF INCOME OR LOSS ALLOCABLE TO EXCESS
CONTRIBUTIONS. Excess Contributions shall be
adjusted for any income or loss allocable to such
Excess Contributions up to the last day of the Plan
Year to which the Excess Contributions relate. The
income or loss allocable to a Participant's Excess
Contributions shall be determined by multiplying the
income or loss allocable to the Participant's 401(k)
Account for the Plan Year in which the Excess
Contributions arose by the "Excess Contributions
fraction."

B-5
<PAGE> 87

The numerator of the "Excess Contributions fraction"
is equal to the amount of the Participant's Excess
Contributions for the Plan Year in which the Excess
Contributions arose and the denominator of the
"Excess Contributions fraction" is equal to the sum
of (1) the balance in the Participant's 401(k)
Account as of the beginning of the Plan Year in
which the Excess Contributions arose; plus (2) the
amount of contributions allocated to the
Participant's 401(k) Account for the Plan Year in
which the Excess Contributions arose.

(ii) SUSPENSION OR REDUCTION OF CONTRIBUTIONS. If, prior
to the end of a Plan Year, the Committee determines
that under the provisions of this section a
Participant is likely to have Excess Contributions
for the Plan Year because of the election made under
Section 3.1, the Committee may authorize a
suspension or reduction of 401(k) Contributions for
such affected Participant as the Committee may
determine.

(iii) The ADP test shall be performed in accordance with
the Code and applicable IRS guidance, rulings and
regulations.

B.2. ACP TEST

(a) LIMITATIONS ON MATCHING CONTRIBUTIONS.

(i) ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST. Matching
Contributions made under the Plan must meet the
Actual Contribution Percentage (ACP) test of Code
Section 401(m). The ACP for the current Plan Year
for eligible Participants who are Highly Compensated
Employees for the Plan Year must satisfy one of the
following tests:

(A) The ACP for eligible Participants who are
Highly Compensated Employees for the Plan
Year shall not exceed the prior Plan Year's
ACP for Participants who were Non-Highly
Compensated Employees for the prior Plan
Year multiplied by 1.25; or

(B) The ACP for Participants who are Highly
Compensated Employees for the Plan Year
shall not exceed the prior Plan Year's ACP
for Participants who were Non-Highly
Compensated Employees for the prior Plan
Year multiplied by two (2), provided that
the ACP for Participants who are Highly

B-6
<PAGE> 88

Compensated Employees for the Plan Year
does not exceed the prior Plan Year's ACP
for Participants who were Non-highly
Compensated Employees for the prior Plan
Year by more than two (2) percentage
points.

(C) Notwithstanding (A) and (B) above, the ACP
test may be performed using current year
data for Non-Highly Compensated Employees,
at the election of the Committee, in
accordance with Internal Revenue Service
guidance, rulings and regulations.

(ii) ACTUAL CONTRIBUTION PERCENTAGE (ACP) means, for a
specified group of eligible Participants for a Plan
Year, the average of the ratios (calculated
separately for each Participant in such group) of
(1) the sum of the Participant's Matching
Contributions and any Qualified Matching or
Qualified Nonelective Contributions to be used in
the ACP test made on behalf of such Participant for
the applicable Plan Year (and disregarding any
contributions returned as an excess annual addition
pursuant to Regulation Section 1.415-6(b)(6)(iv)),
to (2) the Participant's compensation for such Plan
Year (whether or not the Employee was a Participant
for the entire Plan Year). For purposes of this
section, an eligible Participant shall mean any
Employee of the Company who is otherwise authorized
under the terms of the Plan to have 401(k)
Contributions or Matching Contributions allocated to
his or her Account for the Plan Year (or prior Plan
Year, as applicable). If 401(k) Contributions are
required to receive a Matching Contribution, any
Employee who would be an eligible Participant if
such Employee had made a 401(k) Contribution shall
be treated as an eligible Participant.

Under regulations, the Committee also may elect to
use 401(k) Contributions in the ACP test so long as
the ADP test is met before the 401(k) Contributions
are used in the ACP test and continues to be met
following the exclusion of those 401(k)
Contributions that are used to meet the ACP test.

(b) ADDITIONAL RULES

(i) The ACP for any Participant who is a Highly
Compensated Employee and who is eligible to have
Matching Contributions and 401(k) Contributions, if
applicable, allocated to his or her account under
two or more plans described in Code Section 401(a)

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or arrangements described in Code Section 401(k)
that are maintained by the Company, shall be
determined as if the total of such matching
contributions and before-tax contributions, if
applicable, was made under each plan. If a Highly
Compensated Employee participates in two or more
cash or deferred arrangements that have different
plan years, all cash or deferred arrangements ending
with or within the same calendar year shall be
treated as a single arrangement.

(ii) In the event that this Plan satisfies the
requirements of Code Sections 401(m), 401(a)(4) or
410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the
requirements of such sections of the Code only if
aggregated with this Plan, then this section shall
be applied by determining the ACP of Employees as if
all such plans were a single plan. Plans may also be
aggregated without regard to whether aggregation is
required to satisfy the aforementioned
nondiscrimination rules if the Committee so
determines in accordance with applicable
regulations. Plans may be aggregated in order to
satisfy Code Section 401(m) only if they have the
same plan year.

(iii) For purposes of determining the ACP test, Matching
Contributions, Qualified Matching Contributions and
Qualified Nonelective Contributions will be
considered made for a Plan Year if made no later
than the end of the twelve-month period beginning on
the day after the close of the applicable Plan Year.

(iv) The Committee shall maintain records sufficient to
demonstrate satisfaction of the ACP test.

(v) The determination and treatment of the ACP of any
Participant shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury.

(vi) For purposes of this Section, compensation means
compensation as defined in Section B.1.

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(viii) Testing shall be performed consistently with the
regulations under Code Section 401(m), and the Plan
hereby incorporates by reference all options
relating to testing not specifically described in
this document with the intent to have flexibility in
satisfying the ACP test.

(i) The aggregate amount of Matching Contributions,
Qualified Matching and/or Qualified Nonelective
Contributions and 401(k) Contributions taken into
account in computing the ACP of Highly Compensated
Employees for such Plan Year, over

(ii) The maximum amount of such contributions permitted
by the ACP test (determined in accordance with the
Code and IRS guidance, rulings and regulations).

Such determination shall be made after first
determining Excess 401(k) Contributions pursuant to
Section B.1 and then determining Excess Aggregate
Contributions pursuant to this Section B.2.

(d) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.
Notwithstanding any other provision of this Plan, Excess
Aggregate Contributions, plus any income and minus any loss
allocable thereto, shall be forfeited, to the extent not
vested or, if not forfeitable, shall be distributed, in
accordance with IRS guidance, rulings and regulations to the
Highly Compensated Employees to whose Accounts Excess
Aggregate Contributions were allocated, from such
Participants' Matching Accounts (and, if applicable, the
Participants' Qualified Nonelective Contributions Accounts
and 401(k) Accounts) no later than the last day of the next
Plan Year. If such Excess Aggregate Contributions are
distributed more than 2 1/2 months after the last day of the
Plan Year in which such Excess Aggregate Contributions arose,
a ten percent (10%) excise tax will be imposed on the Company
maintaining the Plan with respect to such amounts.

Excess Aggregate Contributions shall be treated as Annual
Additions under the Plan for Code Section 415 purposes.

(i) DETERMINATION OF INCOME OR LOSS ALLOCABLE TO EXCESS
AGGREGATE CONTRIBUTIONS. Excess Aggregate
Contributions shall be adjusted for any income or

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loss allocable to such Excess Aggregate
Contributions up to the last day of the Plan Year to
which the Excess Aggregate Contributions relate. The
income or loss allocable to a Participant's Excess
Aggregate Contributions shall be determined by
multiplying the income or loss allocable to the
Participant's Matching Account (and, if applicable,
the Participant's Nonelective Contribution Account
and 401(k) Account to the extent contributions
allocated to such account(s) are not used in
computing the ADP Test) for the Plan Year in which
the Excess Aggregate Contributions arose by the
"Excess Aggregate Contributions fraction."

The numerator of the "Excess Aggregate Contributions
fraction" is equal to the amount of the
Participant's Excess Aggregate Contributions for the
Plan Year in which the Excess Aggregate
Contributions arose. The denominator of the "Excess
Aggregate Contributions fraction" is equal to the
sum of: (1) the balance in the Participant's
Matching Account (and, if applicable, the
Participant's Nonelective Contribution Account
and/or 401(k) Account) as of the beginning of the
Plan Year in which the Excess Aggregate
Contributions arose; plus (2) the amount of
contributions allocated to the Participant's
Matching Account (and, if applicable, the
Participant's Nonelective Contribution Account
and/or 401(k) Account to the extent the
contributions allocated to such Account(s) were not
taken into account in computing the ADP test) for
the Plan Year in which the Excess Contributions
arose.

(ii) The ACP test shall be performed in accordance with
the Code and applicable IRS guidance, rulings and
regulations.

B.3. MULTIPLE USE TEST.

(a) MULTIPLE USE: If one or more Highly Compensated Employee
participates in both a cash or deferred arrangement and a
plan subject to the ACP test maintained by the Company and
the sum of the ADP and ACP of those Highly Compensated
Employees subject to either or both tests exceeds the
Aggregate Limit, then the ACP of those Highly Compensated
Employees who also participate in a cash or deferred
arrangement will be reduced (beginning with such Highly
Compensated Employee whose ACP contribution amount is the
highest in accordance with IRS guidance, rulings or
regulations), so that the limit is not exceeded. The amount
by which each Highly Compensated Employee's Contribution

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Percentage Amounts is reduced shall be treated as an Excess
Aggregate Contribution. The ADP and ACP of the Highly
Compensated Employees are determined after any corrections
required to meet the ADP and ACP tests. Multiple use does not
occur if one or both of the ADP and ACP of the Highly
Compensated Employees does not exceed 1.25 multiplied by the
applicable ADP and ACP of the Non-Highly Compensated
Employees.

(b) AGGREGATE LIMIT means the greater of:

(i) the sum of (1) 125 percent of the greater of the
relevant ADP of the Non-Highly Compensated Employees
or the relevant ACP of Non-Highly Compensated
Employees and (2) the lesser of 200% of or two plus
the lesser of such ADP or ACP; or

(ii) the sum of (1) 125 percent of the lesser of the
relevant ADP of the Non-Highly Compensated Employees
or the relevant ACP of the Non-Highly Compensated
Employees and (2) the lesser of 200% of or two plus
the greater of such ADP or ACP.

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REPUBLIC REWARDS 401(k)

SCHEDULE C

PAYMENT OF BENEFITS FOR PARTICIPANTS
WITH GRANDFATHERED FORMS OF DISTRIBUTIONS

C.1. GENERAL - All or a portion of a Participant's benefits are
payable under this Schedule C, if the Participant was formerly covered by a
Grandfathered Prior Plan which merged with this Plan and which had one or more
of the forms of payment described in Section C.2(a) or (b)(i)(C) or (D). Such a
Participant has all of the distribution options described in Section C.2 with
respect to amounts (and gains and losses thereon) transferred to the Plan on
behalf of the Participant from the Grandfathered Prior Plan.

C.2. FORMS OF PAYMENT - If a Participant incurs a separation from
service or becomes Totally and Permanently Disabled, a Participant's
Grandfathered Account Balance shall be payable to the Participant by one of the
following methods:

(a) NORMAL FORMS OF PAYMENT -

(i) If the Participant is married on his or her Annuity
Starting Date, benefits shall be paid as a Qualified
Joint and Survivor Annuity;

(ii) If the Participant is not married on his or her
Annuity Starting Date, benefits shall be paid as a
single life annuity;

(b) OPTIONAL FORMS OF BENEFIT -

(i) A Participant who is not married on his or her
Annuity Starting Date or a married Participant who
has executed a Qualified Election (described in
Section C.4) is entitled to elect an alternate form
of benefit. For purposes of this schedule, the
alternate forms of benefits are:

(A) A lump sum payment.

(B) Annual, semi-annual or quarterly
installment payments.

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(C) A single life annuity (with or without a
guaranteed number of payments -- e.g. life
and five year certain annuity; with or
without cash refund).

(D) A joint and survivor annuity with a 50%,
75% or 100% survivor feature (with or
without a guaranteed number of payments;
with or without cash refund).

(ii) If payment is made in installments described in
paragraph (i)(B) or (C) above, distributions may
only be made over one of the following periods (or a
combination thereof):

(A) the life of the Participant,

(B) the life of the Participant and a
designated Beneficiary,

(D) a period certain not extending beyond the
joint life expectancy of the Participant
and a designated Beneficiary.

Life expectancy and joint life expectancy are
computed by the use of the expected return multiples
contained in Tables V and VI, of Treasury Regulation
ss. 1.72-9. A Participant's life expectancy or the
life expectancy of the Participant and the Spouse
may be recalculated, but no more frequently than
annually. However, the life expectancy of the
Participant and a nonspouse beneficiary may not be
recalculated.

In the event the benefit is payable in installments
over a period certain, the credits and debits to the
Participant's account shall be taken into account
annually as of the last Valuation Date of the Plan
Year for purposes of determining the periodic
installments to be paid during each following Plan
Year.

If payment is made based on the life expectancy of a
non-spouse Beneficiary, the period over which
payments are made may be

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<PAGE> 95

adjusted in accordance with IRS guidance, rulings
and regulations to comply with the incidental death
benefit rule.

(c) TIME OF DISTRIBUTION. A Participant will be treated as having
incurred a separation from service and a distribution will be
available under this schedule in the event of:

(i) the disposition of a corporation to an unrelated
corporation of substantially all of the assets
(within the meaning of Code Section 409(d)(2)) used
in a trade or business if the Participant continues
employment with the corporation acquiring the assets
and the selling corporation continues to maintain
the Plan after the disposition; or

(ii) the disposition by a corporation to an unrelated
entity or individual of such corporation's interest
in a subsidiary (within the meaning of Code Section
409(d)(3)) if the Participant continues employment
with the subsidiary and the selling corporation
continues to maintain the Plan.

C.3. AMOUNT AND TIME OF PAYMENT -

(a) When a Participant's Grandfathered Account Balance becomes
payable, a distribution of the Grandfathered Account Balance,
valued as of the Valuation Date preceding distribution, will
begin (with the consent of the Participant and Spouse if the
total of the Participant's Account and Grandfathered Account
is greater than $5,000) as soon as administratively
practicable in accordance with Section C.2.

(b) If consent is required and the Participant and Spouse, if
any, do not consent to a distribution, the Grandfathered
Account Balance will remain invested under the Plan, subject
to the Participant's right to direct the investment.

(d) Distribution of a Participant's Grandfathered Account Balance
shall begin no later than sixty (60) days after the end of
the Plan Year in which occurs the later of:

(i) the Participant's attainment of age 65,

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(ii) the tenth anniversary of the Participant's
participation in the Plan, or

(iii) the Participant's termination of employment with the
Company.

C.4. SPECIAL RULES CONCERNING QUALIFIED JOINT AND SURVIVOR ANNUITY -

(a) NOTICE REQUIREMENTS. If a Participant's Grandfathered Account
Balance is payable as a Qualified Joint and Survivor Annuity,
the Committee, no less than 30 days and no more than 90 days
prior to the Annuity Starting Date, shall provide each
Participant with a written explanation of: (i) the terms and
conditions of a Qualified Joint and Survivor Annuity; (ii)
the Participant's right to make, and the effect of an
election to waive, the Qualified Joint and Survivor Annuity
form of benefit; (iii) the rights of a Participant's Spouse;
and (iv) the right to make, and the effect of, a revocation
of a previous election to waive the Qualified Joint and
Survivor Annuity.

(b) QUALIFIED ELECTION. A Participant and his or her Spouse may
elect to waive the Qualified Joint and Survivor Annuity as
the form of benefit and elect an alternate form. Any waiver
of a Qualified Joint and Survivor Annuity shall not be
effective unless it is on a form authorized by the Committee
which provides for the following: (i) the Spouse's consent in
writing to the election; (ii) designation of a specific
beneficiary, including any class of beneficiaries or any
contingent beneficiaries, which may not be changed without
spousal consent (or the Spouse expressly permits designations
by the Participant without any further spousal consent);
(iii) the Spouse's consent acknowledging the effect of the
election; and (iv) witness by an authorized representative of
the Committee or notary public. Additionally, a Participant's
waiver of the Qualified Joint and Survivor Annuity shall not
be effective unless the election designates a form of benefit
payment which may not be changed without spousal consent (or
the Spouse expressly permits changes by the Participant
without any further spousal consent). If it is established to
the satisfaction of the Committee that there is no Spouse or
that the Spouse cannot be located, a Participant's waiver
will be deemed a Qualified Election.

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Any consent by a Spouse obtained under this provision shall
be effective only with respect to such Spouse. A consent that
permits designations by the Participant without any
requirement or further consent by such Spouse must
acknowledge that the Spouse has the right to limit consent to
a specific beneficiary, and a specific form of benefit where
applicable, and that the Spouse voluntarily elects to
relinquish either or both of such rights. A revocation of a
prior waiver may be made by a Participant without the consent
of the Spouse at any time before the commencement of
benefits. The number of revocations shall not be limited.

C.5. DEATH BENEFITS -

(a) If the Participant is married on the date of his or her
death, and no Qualified Election has been made the
Participant's Grandfathered Account Balance shall be paid to
the Participant's Surviving Spouse in the form of a single
life annuity. The Surviving Spouse may waive the annuity form
of payment and elect an alternate form of benefit as
determined in Section C.6.

(b) If the Committee determines that either there is no Surviving
Spouse or the Surviving Spouse cannot be located (or under
any other circumstances that the Internal Revenue Service may
by regulations prescribe), the Participant shall be treated
as having no Spouse.

(c) If a Participant is not married or a Qualified Election has
been made, such Participant may designate a Beneficiary to
receive the value of the Participant's Grandfathered Account
Balance in accordance with Section C.6. The Beneficiary of a
death benefit is governed by Section 7.2.

C.6. DEATH BENEFIT DISTRIBUTION PROVISIONS -

(a) DISTRIBUTION BEGINNING BEFORE DEATH. Notwithstanding Section
C.5, if the Participant dies after the Annuity Starting Date,
any portion remaining will continue to be distributed at
least as rapidly as under the method of distribution being
used prior to the Participant's death.

(b) DISTRIBUTION BEGINNING AFTER DEATH. If the Participant dies
before the Annuity Starting Date, distribution of the

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Participant's entire interest shall be completed by December
31 of the calendar year containing the fifth anniversary of
the Participant's death except to the extent that an election
is made to receive distributions in accordance with (i) or
(ii) below:

(i) if any portion of the Participant's interest is
payable to a designated Beneficiary, distributions
may be made over a period certain not greater than
the life expectancy of the designated Beneficiary
commencing on or before December 31 of the calendar
year immediately following the calendar year in
which the Participant died;

(ii) if the designated Beneficiary is the Participant's
surviving Spouse, the date distributions are
required to begin in accordance with (i) above shall
not be earlier than the later of (1) December 31 of
the calendar year immediately following the calendar
year in which the Participant died or (2) December
31 of the calendar year in which the Participant
would have attained age 70 1/2.

If the Participant has not made an election pursuant
to this section (b) by the time of his or her death,
the Participant's designated Beneficiary must elect
the method of distribution no later than the earlier
of (1) December 31 of the calendar year in which
distributions would be required to begin under this
section, or (2) December 31 of the calendar year
which contains the fifth anniversary of the date of
death of the Participant. If the designated
Beneficiary does not elect a method of distribution,
distribution of the Participant's entire interest
must be completed by December 31 of the calendar
year containing the fifth anniversary of the
Participant's death.

(c) For purposes of subsection (b) above, if the Surviving Spouse
dies after the Participant, but before payments to such
Spouse have begun, the provisions of subsection (b), with the
exception of paragraph (ii) therein, shall be applied as if
the Surviving Spouse were the Participant.

(d) Death benefit distributions shall be made in accordance with
Code Section 401(a)(9) and applicable IRS guidance, ruling
and regulations.

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C.7. SPECIAL DEFINITIONS -

(a) ANNUITY STARTING DATE means the first day of the first period
for which an amount is payable as an annuity, or in the case
of a benefit not payable as an annuity, the first day on
which all events have occurred which entitle the Participant
to such a benefit.

(b) QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity for the life
of the Participant with a survivor annuity for the life of
the Spouse which is equal to 50% of the amount of the annuity
payable during the joint lives of the Participant and his
Spouse. The Qualified Joint and Survivor Annuity will be the
amount of benefit which can be purchased with the
Participant's Grandfathered Account Balance on the date on
which benefit payments are to begin.

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REPUBLIC REWARDS 401(k)

SCHEDULE D

1. Collective Bargaining Agreement Between National Car Rental System, Inc.,
Atlanta, Georgia and General Teamsters, Local Union No. 528
(01/03/1997-02/03/2000)

Matching Contributions: Same match and terms as provided in Section
3.2(a) of this Plan.