SKYTEL COMMUNICATIONS INC, S-8, 1998-05-28

SKYTEL COMMUNICATIONS INC
S-8, 1998-05-28
RADIOTELEPHONE COMMUNICATIONS

Previous: EVERGREEN GLOBAL EQUITY TRUST /NY, N-30D, 1998-05-28

Next: SKYTEL COMMUNICATIONS INC, S-8, 1998-05-28

<PAGE>

As filed with the Securities and Exchange Commission on May 27, 1998.
Registration No. 333-42494
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

SKYTEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 64-0518209
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)

200 SOUTH LAMAR STREET
MTEL CENTRE, SOUTH BUILDING
JACKSON MISSISSIPPI 39201
(Address of Principal Executive Offices) (Zip Code)

SKYTEL COMMUNICATIONS, INC.
SECTION 401 (k) EMPLOYEE RETIREMENT PLAN
(Full Title of the Plan)

LEONARD G. KRISS, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SKYTEL COMMUNICATIONS, INC.
200 SOUTH LAMAR STREET
MTEL CENTRE, SOUTH BUILDING
JACKSON, MISSISSIPPI 39201
(Name and Address of Agent for Service)

(601) 944-1300
(Telephone Number, Including Area Code, of Agent for Service)

COPIES OF COMMUNICATIONS TO:

LEONARD G. KRISS, ESQ. LINZY O. SCOTT III, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
AND SECRETARY SIXTEENTH FLOOR
SKYTEL COMMUNICATIONS, INC. 191 PEACHTREE STREET, N.E.
200 SOUTH LAMAR STREET ATLANTA, GEORGIA 30303
MTEL CENTRE, SOUTH BUILDING
JACKSON, MISSISSIPPI 39201

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Price Aggregate Offering Amount of
To Be Registered(1) Registered Per Share(4) Price(4) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share.................. 500,000 (2) $24.41 $12,205,000 $3,600.48
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share.................. 500,000 (3) $24.41 $12,205,000 $3,600.48
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) In addition, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the SkyTel
Communications, Inc. Section 401(k) Employee Retirement Plan (the "Plan").
(2) Representing shares to be issued that, at the option of SkyTel
Communications, Inc. (the "Company"), may be used pursuant to any matching
contributions in connection with the Plan.
(3) Representing shares that may be acquired by the Trustee of the Plan and
held for the account of Plan participants.
(4) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act").

As required by the General Instruction to Item E for the use of Form S-8 of the
Securities Act, this registration of additional shares under the Plan
incorporates by reference the original filing on Form S-8 of the Plan (File No.
033-42494).
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Set forth below is a description of certain provisions of the Company's
Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), the Company's Bylaws, as amended (the "Bylaws"), and the
General Corporation Law of the State of Delaware ("DGCL"), as such provisions
relate to the indemnification of the directors and officers of the Company.
This description is intended only as a summary and is qualified in its entirety
by reference to the Certificate of Incorporation, the Bylaws and the DGCL.

Elimination of Liability in Certain Circumstances

The Certificate of Incorporation provides that to the full extent permitted
by the DGCL or any other applicable law presently or hereafter in effect, no
director of the Company shall be personally liable to the Company or its
stockholders for or with respect to any acts or omissions in the performance of
his or her duties as a director of the Company. The DGCL provides that a
corporation may limit or eliminate a director's personal liability for monetary
damages to the corporation or its stockholders, except for liability for (i) any
breach of the director's duty of loyalty to such corporation or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) paying a dividend or
approving a stock repurchase in violation of Section 174 of the DGCL, or (iv)
any transaction from which the director derived an improper personal benefit.

While Article TENTH of the Certificate of Incorporation provides directors
with protection from awards for monetary damages for breaches of the duty of
care, it does not eliminate the director's duty of care. Accordingly, the
Certificate of Incorporation will have no effect on the availability of
equitable remedies such as an injunction or recision based on a director's
breach of the duty of care. The provisions of Article TENTH as described above
apply to officers of the Company only if they are directors of the Company and
are acting in their capacity as directors, and does not apply to officers of the
Company who are not directors.

Indemnification and Insurance

Under the DGCL, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation as a
derivative action) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.

Under the DGCL, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees)
incurred in connection with specified actions, suits or proceedings, by or in
the right of the corporation if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification may be made in respect of any

1
<PAGE>

claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.

Article NINTH of the Certificate of Incorporation provides to directors and
officers indemnification to the full extent permitted from time to time by the
DGCL or any other applicable law as presently or hereafter in effect, thereby
affording the directors and officers of the Company the protection available to
directors and officers of Delaware corporations. Article NINTH of the
Certificate of Incorporation also authorizes the Company to enter into one or
more agreements with any person which provide for indemnification greater or
different than that provided in Article NINTH.

Pursuant to Delaware law, the Company may purchase and maintain insurance on
behalf of any person who 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 any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the applicable sections of the DGCL. The Company has such an
insurance policy.

ITEM 8. EXHIBITS.

The following items are filed as exhibits to this Registration Statement.
Where such filing is made by incorporation by reference to a previously filed
statement or report, such statement or report is identified in parentheses.
There are omitted from the exhibits filed with this Registration Statement
certain promissory notes, conditional sales contracts and other instruments and
agreements with respect to long-term debt of the Company, none of which
authorizes securities in a total amount that exceeds 10% of the total assets of
the Company on a consolidated basis. Pursuant to Item 601(b)(4)(iii) of
Regulation S-K, the Company hereby agrees to file with the Securities and
Exchange Commission copies of all such omitted promissory notes, conditional
sales contracts and other instruments and agreements as the Commission requests.
In addition, the Company undertakes to submit the Plan, as amended, to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.

Exhibit No. Description
- ----------- -----------
4.1 Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.3 to the Registration
Statement on Form 10 filed on November 18, 1988 and effective
on December 29, 1988).

4.2 Bylaws of the Company, as amended (Incorporated by reference
to Exhibit 3.4 to the Registration Statement on Form 10 of the
Company filed on November 18, 1988 and effective on December
29, 1988).

2
<PAGE>

Exhibit No. Description
- ----------- -----------
4.3 Certificate of Designations of Series C Junior Participating
Preferred Stock of the Company (Incorporated by reference to
Exhibit 3 to the Registration Statement on Form 8-A of the
Company filed on August 3, 1989).

4.4 Rights Agreement dated as of July 26, 1989 between the Company
and NCNB Texas National Bank (Incorporated by reference to
Exhibit 2 to the Registration Statement on Form 8-A of the
Company filed on August 3, 1989).

4.5 Form of Right Certificate of the Company (Incorporated by
reference to Exhibit 1 to the Registration Statement on Form
8-A of the Company filed on August 3, 1989).

4.6 Indenture dated as of May 28, 1992 between the Company and
NationsBank of Texas, N.A., as Trustee, relating to the
Company's 6.75% Convertible Subordinated Debentures due May
15, 2002, including as an exhibit thereto the form of
Debenture (Incorporated by reference to Exhibit 4.3 and 28 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992).

4.7 Form of Indenture between the Company and Texas Commerce Bank
National Association, as Trustee, relating to the 13.5% Senior
Notes due 2002, including as an exhibit thereto the form of
the Note (Incorporated by reference to Exhibit 4.8 to the
Company's Registration Statement on Form S-3 filed on November
10, 1994 and effective on December 21, 1994).

4.8 Certificate of Designations of the $2.25 Cumulative
Convertible Exchangeable Preferred Stock of the Company
(Incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1993).

4.9 Credit, Security, Guaranty and Pledge Agreement dated as of
December 21, 1995 by and among the Company, the lenders
referred to therein, Chemical Bank, Credit Lyonnais New York
Branch and J.P. Morgan Securities, Inc. (Incorporated by
reference to Exhibit 4.7 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995).

3
<PAGE>

Exhibit No. Description
- ----------- -----------
4.10 Contribution Agreement of the Company dated as of December 21,
1995 entered into in connection with the Credit, Security,
Guaranty and Pledge Agreement dated as of December 21, 1995 by
and among the Company, the lenders referred to therein,
Chemical Bank, Credit Lyonnais New York Branch and J.P. Morgan
Securities, Inc. (Incorporated by reference to Exhibit 4.8 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).

4.11 Patent and Security Agreement of the Company dated as of
December 21, 1995 entered into in connection with the Credit,
Security, Guaranty and Pledge Agreement dated as of December
21, 1995 by and among the Company, the lenders referred to
therein, Chemical Bank, Credit Lyonnais New York Branch and
J.P. Morgan Securities, Inc. (Incorporated by reference to
Exhibit 4.9 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995).

4.12 Trademark Security Agreement of the Company dated as of
December 21, 1995 entered into in connection with the Credit,
Security, Guaranty and Pledge Agreement dated as of December
21,1995 by and among the Company, the lenders referred to
therein, Chemical Bank, Credit Lyonnais New York Branch and
J.P. Morgan Securities, Inc. (Incorporated by reference to
Exhibit 4.10 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995).

4.13 Copyright Security Agreement of the Company dated as of
December 21, 1995 entered into in connection with the Credit,
Security, Guaranty and Pledge Agreement dated as of December
21, 1995 by and among the Company, the lenders referred to
therein, Chemical Bank, Credit Lyonnais New York Branch and
J.P. Morgan Securities, Inc. (Incorporated by reference to
Exhibit 4.11 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995).

4.14 Subordination Agreement dated as of December 21, 1995 by and
among the Company and Chemical Bank (Incorporated by reference
to Exhibit 4.12 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995).

4.15 Amendment No. 1 dated as of March 27, 1996 to the Credit,
Security, Guaranty and Pledge Agreement dated as of December
21, 1995 by and among the Company, the lenders referred to
therein, Chemical Bank, Credit Lyonnais New York Branch and
J.P. Morgan Securities, Inc. (Incorporated by reference to
Exhibit 4.13 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995).

4
<PAGE>

Exhibit No. Description
- ----------- -----------
4.16 Certificate of Designation relating to the Series A 7.5%
Cumulative Convertible Accruing Pay-In-Kind Preferred Stock
(Incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996).

4.17 Certificate of Designation relating to the Series B 7.5%
Cumulative Convertible Accruing Pay-In-Kind Preferred Stock
(Incorporated by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996).

4.18 Certificate of Designation relating to the series C 7.5%
Cumulative Convertible Accruing Pay-In-Kind Preferred Stock
(Incorporated by reference to Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996).

4.19 Supplemental Indenture dated as of July 18, 1996 between the
Company and Texas Commerce Bank National Association, as
Trustee, relating to the 13.5% Senior Notes due 2002
(Incorporated by reference to Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1996).

4.20 Amendment No. 2 dated as of August 23, 1996 to the Credit,
Security, Guaranty and Pledge Agreement dated as of December
21, 1995, as amended, by and among the Company, the lenders
referred to therein, Chemical Bank, Credit Lyonnais New York
Branch and J.P. Morgan Securities, Inc. (Incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on
Form 10-Q for the year ended September 30, 1996).

4.21 Amendment No. 3 dated as of March 26, 1997 to the Credit,
Security, Guarantee and Pledge Agreement dated as of December
21, 1995, as amended, by and among the lenders referred to
therein, Chemical Bank, Credit Lyonnais New York Branch and
J.P. Morgan Securities, Inc. (Incorporated by reference to
Exhibit 4.19 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996).

4.22 Certificate of Amendment of Restated Certificate of
Incorporation dated May 30, 1996 (Incorporated by reference to
Exhibit 4.20 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996).

5
<PAGE>

Exhibit No. Description
- ----------- -----------
4.23 Amendment No. 4 dated as of October 8, 1997 to the Credit,
Security, Guaranty and Pledge Agreement dated as of December
21, 1995, as amended, by and among the Company, the lenders
referred to therein, Chase Manhattan Bank, Credit Lyonnais,
New York Branch and J.P. Morgan Securities, Inc. (Incorporated
by reference to Exhibit 4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997).

4.24* SkyTel Communications, Inc. Section 401(k) Employee Retirement
Plan.

4.25* Trust Agreement by and between Merrill Lynch Trust Company of
America and the Company dated as of February 2, 1998.

4.26* Certificate of Amendment of the Restated Certificate of
Incorporation dated May 21, 1998.

4.27* Specimen Stock Certificate of the Company.

5.1* Opinion of Powell, Goldstein, Frazer & Murphy LLP.

23.1* Consent of Arthur Andersen LLP.

24.1 Power of Attorney (Included in the signature page of this
Registration Statement).

______________
*Filed herewith

6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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, hereunto
duly authorized, in the City of Jackson, State of Mississippi, on this 27 May,
1998.

SKYTEL COMMUNICATIONS, INC.

By: /s/ John T. Stupka
-------------------------------------
John T. Stupka
President and Chief Executive Officer

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard G. Kriss and Robert Kaiser, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

7
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ John T. Stupka President, Chief Executive May 21, 1998
- ------------------------ Officer and Director
John T. Stupka (Principal Executive Officer)

/s/ Robert Kaiser Senior Vice President--Finance May 21, 1998
- ------------------------ and Chief Financial Officer
Robert Kaiser (Principal Financial and
Accounting Officer)

/s/ Haley Barbour Director May 21, 1998
- ------------------------
Haley Barbour

/s/ Thomas G. Barksdale Director May 21, 1998
- ------------------------
Thomas G. Barksdale

/s/ Jai P. Bhagat Director May 21, 1998
- ------------------------
Jai P. Bhagat

Director May __, 1998
- ------------------------
Gregory B. Maffei

/s/ John N. Palmer Chairman of the Board May 27, 1998
- ------------------------
John N. Palmer

/s/ R. Faser Triplett Director May 21, 1998
- ------------------------
R. Faser Triplett

/s/ R. Gerald Turner Director May 21, 1998
- ------------------------
R. Gerald Turner

Director May __, 1998
- ------------------------
E. Lee Walker

/s/ John E. Welsh III Director May 21, 1998
- ------------------------
John E. Welsh III

8
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson, State of Mississippi, on May 27, 1998.

SKYTEL COMMUNICATIONS, INC. SECTION
401(k) EMPLOYEE RETIREMENT PLAN

By: SKYTEL COMMUNICATIONS, INC.,
AS PLAN ADMINISTRATOR

By: /s/ Leonard G. Kriss
---------------------------------------
Name: Leonard G. Kriss
---------------------------------------
Title: Senior Vice President & General Counsel
---------------------------------------

9
<PAGE>

EXHIBIT INDEX
--------------

EXHIBIT NO. Description
- ---------- -----------
4.1 Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.3 to the Registration
Statement on Form 10 filed on November 18, 1988 and effective
on December 29, 1988).

4.2 Bylaws of the Company, as amended (Incorporated by reference
to Exhibit 3.4 to the Registration Statement on Form 10 of the
Company filed on November 18, 1988 and effective on December
29, 1988).

4.3 Certificate of Designations of Series C Junior Participating
Preferred Stock of the Company (Incorporated by reference to
Exhibit 3 to the Registration Statement on Form 8-A of the
Company filed on August 3, 1989).

4.5 Form of Right Certificate of the Company (Incorporated by
reference to Exhibit 1 to the Registration Statement on Form
8-A of the Company filed on August 3, 1989).

10
<PAGE>

EXHIBIT NO. Description
- ---------- -----------
4.9 Credit, Security, Guaranty and Pledge Agreement dated as of
December 21, 1995 by and among the Company, the lenders
referred to therein, Chemical Bank, Credit Lyonnais New York
Branch and J.P. Morgan Securities, Inc. (Incorporated by
reference to Exhibit 4.7 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995).

4.10 Contribution Agreement of the Company dated as of December 21,
1995 entered into in connection with the Credit, Security,
Guaranty and Pledge Agreement dated as of December 21, 1995 by
and among the Company, the lenders referred to therein,
Chemical Bank, Credit Lyonnais New York Branch and J.P. Morgan
Securities, Inc. (Incorporated by reference to Exhibit 4.8 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).

11
<PAGE>

EXHIBIT NO. Description
- ---------- -----------
4.15 Amendment No. 1 dated as of March 27, 1996 to the Credit,
Security, Guaranty and Pledge Agreement dated as of December
21, 1995 by and among the Company, the lenders referred to
therein, Chemical Bank, Credit Lyonnais New York Branch and
J.P. Morgan Securities, Inc. (Incorporated by reference to
Exhibit 4.13 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995).

4.16 Certificate of Designation relating to the Series A 7.5%
Cumulative Convertible Accruing Pay-In-Kind Preferred Stock
(Incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996).

12
<PAGE>

EXHIBIT NO. Description
- ---------- -----------
4.22 Certificate of Amendment of Restated Certificate of
Incorporation dated May 30, 1996 (Incorporated by reference to
Exhibit 4.20 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996).

4.23 Amendment No. 4 dated as of October 8, 1997 to the Credit,
Security, Guaranty and Pledge Agreement dated as of December
21, 1995, as amended, by and among the Company, the lenders
referred to therein, Chase Manhattan Bank, Credit Lyonnais,
New York Branch and J.P. Morgan Securities, Inc. (Incorporated
by reference to Exhibit 4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997).

4.24* SkyTel Communications, Inc. Section 401(k) Employee Retirement
Plan.

4.25* Trust Agreement by and between Merrill Lynch Trust Company of
America and the Company dated as of February 2, 1998.

4.26* Certificate of Amendment of the Restated Certificate of
Incorporation dated May 21, 1998.

4.27* Specimen Stock Certificate of the Company.

5.1* Opinion of Powell, Goldstein, Frazer & Murphy LLP.

23.1* Consent of Arthur Andersen LLP.

24.1 Power of Attorney (Included in the signature page of this
Registration Statement).

______________
*Filed herewith

<PAGE>

EXECUTION COPY

SKYTEL COMMUNICATIONS, INC. SECTION 401(K)
EMPLOYEE RETIREMENT PLAN

(Amended and Restated As of
May 1, 1998)
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PREAMBLE.................................................................... 1

ARTICLE 1 - DEFINITIONS..................................................... 2
1.1 Account......................................................... 2
1.2 After-tax Contributions......................................... 2
1.3 After-tax Contributions Account................................. 2
1.4 Beneficiary..................................................... 2
1.5 Board........................................................... 2
1.6 Code............................................................ 2
1.7 Committee....................................................... 2
1.8 Company......................................................... 2
1.9 Compensation.................................................... 2
1.10 Controlled Group................................................ 3
1.11 Controlled Group Member......................................... 3
1.12 Deferral Contribution........................................... 3
1.13 Deferral Contribution Account................................... 3
1.14 Disability...................................................... 3
1.15 Discretionary Contribution...................................... 3
1.16 Discretionary Contribution Account.............................. 3
1.17 Effective Date.................................................. 3
1.18 Eligible Employee............................................... 3
1.19 Employee........................................................ 3
1.20 Employment Commencement Date.................................... 3
1.21 Entry Date...................................................... 3
1.22 ERISA........................................................... 3
1.23 Highly Compensated Employee..................................... 4
1.24 Hour of Service................................................. 4
1.25 Matching Contribution........................................... 4
1.26 Matching Contribution Account................................... 4
1.27 Month of Service................................................ 4
1.28 Participant..................................................... 4
1.29 Participating Employer.......................................... 4
1.30 Plan............................................................ 4
1.31 Plan Year....................................................... 4
1.32 Qualified Domestic Relations Order.............................. 5
1.33 Qualifying Employer Securities.................................. 5
1.34 Qualified Nonelective Account................................... 5
1.35 Qualified Nonelective Contribution.............................. 5
1.36 Qualified Plan.................................................. 5
1.37 Reemployment Commencement Date.................................. 5
1.38 Restatement Date................................................ 5
1.39 Rollover Account................................................ 5
1.40 Service......................................................... 5
1.41 Telephone Response System....................................... 5
1.42 Trust Agreement................................................. 6
1.43 Trust Fund...................................................... 6
1.44 Trustee......................................................... 6
1.45 Valuation Date.................................................. 6

ARTICLE 2 - PARTICIPATION................................................... 7
2.1 Eligibility to Participate...................................... 7
</TABLE>

-i-
<PAGE>

<TABLE>
<S> <C>
2.2 Exclusions from Participation................................... 7
2.3 Reemployment Provisions......................................... 7

ARTICLE 3 - CONTRIBUTIONS................................................... 8
3.1 Participant Deferral Contributions.............................. 8
3.2 Participant After-tax Contributions............................. 8
3.3 Participating Employer Matching Contributions................... 8
3.4 Discretionary Contributions..................................... 9
3.5 Qualified Nonelective Contributions............................. 9
3.6 Time of Payment................................................. 9
3.7 Rollover and Transfer Contributions............................. 9

ARTICLE 4 - ADMINISTRATION OF PARTICIPANTS' ACCOUNTS........................ 10
4.1 Establishment of Accounts....................................... 10
4.2 Investment of Accounts.......................................... 10
4.3 Allocation of Trust Fund Income and Loss........................ 10
4.4 Annual Statement of Accounts.................................... 11

ARTICLE 5 - VESTING......................................................... 12
5.1 Full and Immediate Vesting...................................... 12
5.2 Unclaimed Distribution.......................................... 12

ARTICLE 6 - DISTRIBUTIONS TO PARTICIPANTS................................... 13
6.1 Basic Rules Governing Distributions............................. 13
6.2 In-Service Distributions........................................ 13
6.3 Hardship Distributions.......................................... 14
6.4 Loans to Participants........................................... 15
6.5 Reemployment of Participants.................................... 17
6.6 Valuation of Accounts........................................... 17
6.7 Direct Rollovers................................................ 17

ARTICLE 7 - DISTRIBUTIONS TO BENEFICIARIES.................................. 19
7.1 Designation of Beneficiary...................................... 19
7.2 Consent of Spouse Required...................................... 19
7.3 Failure to Designate Beneficiary................................ 19
7.4 Distributions to Beneficiaries.................................. 19

ARTICLE 8 - ADOPTION OF PLAN BY CONTROLLED GROUP MEMBERS.................... 21
8.1 Adoption Procedure.............................................. 21
8.2 Effect of Adoption.............................................. 21

ARTICLE 9 - ADMINISTRATION OF THE PLAN AND TRUST............................ 22
9.1 Appointment of Committee........................................ 22
9.2 Officers and Agents of the Committee............................ 22
9.3 Action of the Committee......................................... 22
9.4 Expenses and Compensation....................................... 22
9.5 General Powers of the Committee................................. 22
9.6 Specific Powers of the Committee................................ 23
9.7 Allocation of Fiduciary Responsibility.......................... 23
9.8 Information to be Submitted to the Committee.................... 24
9.9 Claims Procedure................................................ 24
9.10 Service of Process.............................................. 25
9.11 Review of Statements............................................ 25
9.12 Funding Policy.................................................. 25
9.13 The Trust Fund.................................................. 25
9.14 Qualifying Employer Securities.................................. 26
</TABLE>

-ii-
<PAGE>

<TABLE>
<S> <C>
ARTICLE 10 - LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS................... 27
10.1 Priority over Other Provisions.................................. 27
10.2 Definitions Used in this Article................................ 27
10.3 General Allocation Limitation................................... 27
10.4 Limitation on Deferral Contributions............................ 28
10.5 Limitation on Matching and After-tax Contributions.............. 30
10.6 Aggregation Rules............................................... 31
10.7 Multiple Use of Alternative Limitation.......................... 31

ARTICLE 11 - RESTRICTIONS ON DISTRIBUTIONS.................................. 33
11.1 Priority over Other Distribution Provisions..................... 33
11.2 General Restrictions............................................ 33
11.3 Restrictions on Commencement of Distributions................... 33
11.4 Required Distributions.......................................... 33
11.5 Delayed Payments................................................ 34

ARTICLE 12 - TOP-HEAVY PROVISIONS........................................... 35
12.1 Priority over Other Plan Provisions............................. 35
12.2 Definitions Used in this Article. . . . . . . . . .............. 35
12.3 Minimum Allocation.............................................. 37
12.4 Modification of Aggregate Benefit Limit......................... 38

ARTICLE 13 - AMENDMENT OF THE PLAN.......................................... 40
13.1 Right of Company to Amend Plan.................................. 40
13.2 Amendment Procedure............................................. 40
13.3 Effect on Participating Employers............................... 40

ARTICLE 14 - TERMINATION AND PARTIAL TERMINATION............................ 41
14.1 Continuance of Plan............................................. 41
14.2 Complete Vesting................................................ 41
14.3 Disposition of the Trust Fund................................... 41
14.4 Withdrawal by a Participating Employer.......................... 41

ARTICLE 15 - MISCELLANEOUS.................................................. 42
15.1 Reversion Prohibited............................................ 42
15.2 Bonding, Insurance, and Indemnity............................... 42
15.3 Merger, Consolidation or Transfer of Assets..................... 43
15.4 Spendthrift Clause.............................................. 43
15.5 No Employment Rights............................................ 43
15.6 Gender, Tense, and Headings..................................... 43
15.7 Veterans' Rights................................................ 43
15.8 Governing Law................................................... 44
</TABLE>

-iii-
<PAGE>

PREAMBLE
--------

Effective as of May 1, 1998, Mobile Telecommunication Technologies
Corp. (the "Company"), hereby adopts this amendment and restatement of the
SkyTel Communications, Inc. Section 401(k) Employee Retirement Plan (the
"Plan"). The Plan was originally established, effective June 29, 1988, as the
Com/Nav Marine, Inc. Salary Reduction Plan and Trust and was subsequently
amended and restated, effective February 1, 1991, as the Mobile
Telecommunications Technologies Corp. 401(k) Employee Retirement Plan and Trust.
The Plan was subsequently amended several times, including an amendment,
effective February 2, 1998, to provide for a separate trust agreement. The
Company maintains the Plan for the benefit of its eligible employees and the
eligible employees of those of its subsidiaries which adopt the Plan.

The Plan is a profit sharing plan with a cash or deferred arrangement
intended to qualify under Code section 401(a) and to meet the requirements of
Code Section 401(k), and the Trust Fund established pursuant to the Plan is
intended to constitute a tax-exempt trust under Code Section 501(a). The Plan
is hereby designated as a profit sharing plan under Code Section 401(a)(27)
notwithstanding the fact that contributions are made without regard to current
or accumulated profits of the Participating Employers.

The provisions of the Plan shall apply to all Participants who are
credited with an Hour of Service on or after May 1, 1998, except where a
retroactive effective date is expressly provided or required by law. The right,
if any, of any other Participant to receive a benefit under the Plan, and the
amount of such benefit earned prior to such date, shall be determined under the
provisions of the Plan in effect as of the date such Participant was last
credited with an Hour of Service. The provisions of the Plan shall govern the
administration of any Participant's benefits.

Words and phrases with initial capital letters used throughout the
Plan are defined in Article 1.

-1-
<PAGE>

ARTICLE 1.

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

1.1. "ACCOUNT" MEANS, COLLECTIVELY, THE RECORDS, INCLUDING
-------
SUBACCOUNTS, MAINTAINED BY OR AT THE DIRECTION OF THE COMMITTEE TO DETERMINE THE
INTEREST OF EACH PARTICIPANT IN THE ASSETS OF THE PLAN AND, INDIVIDUALLY, THE
RECORDS RELATED TO A SPECIFIC TYPE OF CONTRIBUTION.

1.2. "AFTER-TAX CONTRIBUTIONS" MEANS CONTRIBUTIONS MADE BY A
-----------------------
PARTICIPANT TO THE PLAN ON AN AFTER-TAX BASIS.

1.3. "AFTER-TAX CONTRIBUTIONS ACCOUNT" MEANS THE ACCOUNT ESTABLISHED
-------------------------------
FOR A PARTICIPANT THE BALANCE OF WHICH IS ATTRIBU-TABLE TO THE PARTICIPANT'S
AFTER-TAX CONTRIBUTIONS AND EARNINGS AND LOSSES OF THE TRUST FUND WITH RESPECT
TO SUCH CONTRIBUTIONS.

1.4. "BENEFICIARY" MEANS THE ONE OR MORE PERSONS OR ENTITIES ENTITLED
-----------
TO RECEIVE DISTRIBUTION OF A PARTICIPANT'S INTEREST IN THE PLAN IN THE EVENT OF
HIS DEATH.

1.5. "BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
-----

1.6. "CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM
----
TIME TO TIME.

1.7. "COMMITTEE" MEANS THE COMMITTEE APPOINTED BY THE COMPANY TO
---------
ADMINISTER THE PLAN, PURSUANT TO ARTICLE 9.

1.8. "COMPANY" MEANS MOBILE TELECOMMUNICATION TECHNOLOGIES CORP., A
-------
MISSISSIPPI CORPORATION.

1.9. "COMPENSATION" MEANS THE BASE WAGES, BONUSES, SHIFT
------------
DIFFERENTIALS, COMMISSIONS, AND OVERTIME PAID TO AN EMPLOYEE BY THE
PARTICIPATING EMPLOYERS DURING THE PORTION OF THE PLAN YEAR THE EMPLOYEE WAS A
PARTICIPANT. IN ADDITION, COMPENSATION SHALL INCLUDE ANY CONTRIBUTIONS MADE BY
A PARTICIPATING EMPLOYER ON BEHALF OF AN EMPLOYEE PURSUANT TO A DEFERRAL
ELECTION UNDER THE PLAN OR UNDER ANY OTHER EMPLOYEE BENEFIT PLAN CONTAINING A
CASH OR DEFERRED ARRANGEMENT UNDER CODE SECTION 401(K) AND ANY AMOUNTS THAT
WOULD HAVE BEEN RECEIVED AS CASH BUT FOR AN ELECTION TO RECEIVE BENEFITS UNDER A
CAFETERIA PLAN MEETING THE REQUIREMENTS

-2-
<PAGE>

OF CODE SECTION 125. IN THE EVENT THE EMPLOYEE IS NOT A PARTICIPANT DURING THE
ENTIRE PLAN YEAR, COMPENSATION FOR PURPOSES OF ALLOCATING EMPLOYER CONTRIBUTIONS
SHALL INCLUDE ONLY THE AMOUNT EARNED WHILE A PARTICIPANT. THE COMPENSATION OF AN
EMPLOYEE TAKEN INTO ACCOUNT UNDER THE PLAN FOR ANY PLAN YEAR WILL NOT EXCEED
$160,000, AS SUCH AMOUNT MAY BE ADJUSTED BY THE SECRETARY OF THE TREASURY
PURSUANT TO CODE SECTION 401(A)(17). IN THE CASE OF ANY PLAN YEAR OF LESS THAN
12 MONTHS, THE $160,000 LIMITATION WILL BE PRORATED ON THE BASIS OF THE NUMBER
OF MONTHS IN THE SHORT PLAN YEAR.

1.10. "CONTROLLED GROUP" MEANS THE COMPANY AND ALL OTHER
----------------
CORPORATIONS, OR OTHER TRADES OR BUSINESSES, THE EMPLOYEES OF WHICH, TOGETHER
WITH EMPLOYEES OF THE COMPANY, ARE REQUIRED BY CODE SECTION 414 TO BE TREATED AS
IF THEY WERE EMPLOYED BY A SINGLE EMPLOYER, BUT ONLY TO THE EXTENT OF THE
APPLICABLE REQUIREMENT.

1.11. "CONTROLLED GROUP MEMBER" MEANS EACH CORPORATION, OR OTHER
-----------------------
TRADE OR BUSINESS, THAT IS OR WAS A MEMBER OF THE CONTROLLED GROUP, BUT ONLY
DURING SUCH PERIOD AS IT IS OR WAS SUCH A MEMBER.

1.12. "DEFERRAL CONTRIBUTION" MEANS THE AMOUNT OF A PARTICIPANT'S
---------------------
COMPENSATION THAT HE ELECTS TO HAVE CONTRIBUTED TO THE PLAN BY A PARTICIPATING
EMPLOYER RATHER THAN PAID IN CASH.

1.13. "DEFERRAL CONTRIBUTION ACCOUNT" MEANS THE ACCOUNT ESTABLISHED
-----------------------------
FOR A PARTICIPANT, THE BALANCE OF WHICH IS ATTRIBUTABLE TO THE PARTICIPANT'S
DEFERRAL CONTRIBUTIONS AND EARNINGS AND LOSSES OF THE TRUST FUND WITH RESPECT TO
SUCH CONTRIBUTIONS.

1.14. "DISABILITY" MEANS A DISABILITY AS DEFINED IN THE SOCIAL
----------
SECURITY ACT, AS AMENDED.

1.15. "DISCRETIONARY CONTRIBUTION" MEANS A PARTICIPATING EMPLOYER
--------------------------
DISCRETIONARY CONTRIBUTION MADE TO THE PLAN PURSUANT TO ARTICLE 3.

1.16. "DISCRETIONARY CONTRIBUTION ACCOUNT" MEANS THE ACCOUNT
----------------------------------
ESTABLISHED FOR EACH PARTICIPANT, THE BALANCE OF WHICH IS ATTRIBUTABLE TO
DISCRETIONARY CONTRIBUTIONS AND EARNINGS AND LOSSES OF THE TRUST FUND WITH
RESPECT TO SUCH CONTRIBUTIONS.

-3-
<PAGE>

1.17. "EFFECTIVE DATE" MEANS JUNE 29, 1988.
--------------

1.18. "ELIGIBLE EMPLOYEE" MEANS AN EMPLOYEE WHO IS ELIGIBLE TO MAKE A
-----------------
DEFERRAL CONTRIBUTION UNDER ARTICLE II.

1.19. "EMPLOYEE" MEANS ANY PERSON WHO IS: (I) EMPLOYED BY A
--------
PARTICIPATING EMPLOYER IF THEIR RELATIONSHIP IS, FOR FEDERAL INCOME TAX
PURPOSES, THAT OF EMPLOYER AND EMPLOYEE, OR (II) A "LEASED EMPLOYEE" OF A
PARTICIPATING EMPLOYER WITHIN THE MEANING OF CODE SECTION 414(N)(2), BUT ONLY
FOR PURPOSES OF THE REQUIREMENTS OF CODE SECTION 414(N)(3).

1.20. "EMPLOYMENT COMMENCEMENT DATE" MEANS THE DATE ON WHICH AN
----------------------------
EMPLOYEE FIRST PERFORMS AN HOUR OF SERVICE.

1.21. "ENTRY DATE" MEANS THE FIRST DAY OF A PAYROLL PERIOD.
----------

1.22. "ERISA" MEANS THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
-----
1974, AS AMENDED.

1.23. "HIGHLY COMPENSATED EMPLOYEE" MEANS, EFFECTIVE JANUARY 1, 1997,
---------------------------
WITH RESPECT TO A PLAN YEAR, ANY EMPLOYEE WHO DURING THE PRECEDING PLAN YEAR:
---------

(i) was at any time a 5% owner (as defined in Section
416(i)(1) of the Code) of a Controlled Group Member; or

(ii) received compensation (as defined in Section 414(q)(7) of
the Code) from Controlled Group Members in excess of $80,000 (as adjusted under
the Code).

With respect to the Plan Year, the term "Highly Compensated
Employee" also means any Employee who meets the requirements of paragraph (i)
above during such Plan Year.

The identification of Highly Compensated Employees under this
Section shall be made in accordance with the provisions of Section 414(q) of the
Code and the Regulations thereunder.

1.24. "HOUR OF SERVICE" MEANS AN HOUR OF SERVICE, WITHIN THE MEANING
---------------
OF 29 C.F.R. (S) 2530.200B-2.

-4-
<PAGE>

1.25. "MATCHING CONTRIBUTION" MEANS THE MATCHING CONTRIBUTION MADE TO
---------------------
THE PLAN BY A PARTICIPATING EMPLOYER PURSUANT TO ARTICLE 3.

1.26. "MATCHING CONTRIBUTION ACCOUNT" MEANS THE ACCOUNT ESTABLISHED
-----------------------------
FOR EACH PARTICIPANT, THE BALANCE OF WHICH IS ATTRIBUTABLE TO MATCHING
CONTRIBUTIONS AND EARNINGS AND LOSSES OF THE TRUST FUND WITH RESPECT TO SUCH
CONTRIBUTIONS.

1.27. "MONTH OF SERVICE" MEANS EACH THIRTY DAY PERIOD OF SERVICE,
----------------
BEGINNING ON AN EMPLOYMENT COMMENCEMENT DATE, IN WHICH AN EMPLOYEE IS CREDITED
WITH AT LEAST ONE HOUR OF SERVICE. MONTHS OF SERVICE CREDITED TO AN EMPLOYEE
WHO IS NOT AN ELIGIBLE EMPLOYEE ARE FORFEITED UPON A TERMINATION OF EMPLOYMENT,
UNLESS THE EMPLOYEE'S REEMPLOYMENT COMMENCEMENT DATE OCCURS WITHIN SEVEN (7)
CALENDAR MONTHS OF THE TERMINATION.

1.28. "PARTICIPANT" MEANS AN EMPLOYEE OR FORMER EMPLOYEE WHO HAS MET
-----------
THE APPLICABLE ELIGIBILITY REQUIREMENTS OF ARTICLE 2 AND WHO HAS NOT YET
RECEIVED A DISTRIBUTION OF THE ENTIRE AMOUNT OF HIS INTEREST IN THE PLAN.

1.29. "PARTICIPATING EMPLOYER" MEANS THE COMPANY AND ANY CONTROLLED
----------------------
GROUP MEMBER OR ORGANIZATIONAL UNIT OF EITHER WHICH IS DESIGNATED AS A
PARTICIPATING EMPLOYER PURSUANT TO ARTICLE 8.

1.30. "PLAN" MEANS THE SKYTEL COMMUNICATIONS, INC. SECTION 401(K)
----
EMPLOYEE RETIREMENT PLAN.

1.31. "PLAN YEAR" MEANS THE PERIOD WITH RESPECT TO WHICH THE RECORDS
---------
OF THE PLAN ARE MAINTAINED, WHICH IS THE CALENDAR YEAR.

1.32. "QUALIFIED DOMESTIC RELATIONS ORDER" MEANS A JUDGEMENT, DECREE,
----------------------------------
OR ORDER MADE PURSUANT TO A STATE DOMESTIC RELATIONS LAW AND WHICH SATISFIES
REQUIREMENTS OF CODE SECTION 414(P).

1.33. "QUALIFYING EMPLOYER SECURITIES" MEANS SECURITIES OF THE
------------------------------
COMPANY THAT SATISFY THE DEFINITION OF SECTION 407(D)(5) OF ERISA.

1.34. "QUALIFIED NONELECTIVE ACCOUNT" MEANS THE ACCOUNT ESTABLISHED
-----------------------------
FOR EACH PARTICIPANT, THE BALANCE OF WHICH IS ATTRIBUTABLE TO ANY QUALIFIED
NONELECTIVE CONTRIBUTIONS MADE WITH

-5-
<PAGE>

RESPECT TO THE PARTICIPANT AND EARNINGS AND LOSSES WITH RESPECT TO SUCH
CONTRIBUTIONS.

1.35. "QUALIFIED NONELECTIVE CONTRIBUTION" MEANS A PARTICIPATING
----------------------------------
EMPLOYER CONTRIBUTION MADE PURSUANT TO ARTICLE 3 THAT (A) PARTICIPANTS ELIGIBLE
TO SHARE THEREIN MAY NOT ELECT TO RECEIVE IN CASH UNTIL DISTRIBUTION FROM THE
PLAN, (B) ARE NONFORFEITABLE WHEN MADE, AND (C) ARE DISTRIBUTABLE ONLY IN
ACCORDANCE WITH THE DISTRIBUTION RULES APPLICABLE TO DEFERRAL CONTRIBUTIONS.

1.36. "QUALIFIED PLAN" MEANS AN EMPLOYEE BENEFIT PLAN THAT IS
--------------
QUALIFIED UNDER CODE SECTION 401(A).

1.37. "REEMPLOYMENT COMMENCEMENT DATE" MEANS THE FIRST DATE AFTER THE
------------------------------
DATE ON WHICH AN EMPLOYEE LAST CEASED TO PERFORM SERVICE ON WHICH HE AGAIN
PERFORMS SERVICE.

1.38. "RESTATEMENT DATE" MEANS MAY 1, 1998.
----------------

1.39. "ROLLOVER ACCOUNT" MEANS THE ACCOUNT ESTABLISHED FOR EACH
----------------
PARTICIPANT, THE BALANCE OF WHICH IS ATTRIBUTABLE TO THE PARTICIPANT'S ROLLOVER
CONTRIBUTIONS MADE PURSUANT TO ARTICLE 3, PLUS EARNINGS (OR LOSSES) WITH RESPECT
TO SUCH CONTRIBUTIONS.

1.40. "SERVICE" MEANS SERVICE AS AN EMPLOYEE TO ANY CONTROLLED GROUP
-------
MEMBER.

1.41. "TELEPHONE RESPONSE SYSTEM" MEANS THE TELEPHONE RESPONSE
-------------------------
SYSTEM, IF ANY, MAINTAINED BY THE TRUSTEE, OR AN AFFILIATE THEREOF, FOR PURPOSES
OF THE PLAN AND TRUST FUND AND BY MEANS OF WHICH A PARTICIPANT MAY MAKE OR
PROVIDE CERTAIN ELECTIONS, AUTHORIZATIONS, DIRECTIONS, AND INSTRUCTIONS UNDER
THE PLAN AND TRUST FUND. ALL ELECTIONS, AUTHORIZATIONS, DIRECTIONS, AND
INSTRUCTIONS MADE BY A PARTICIPANT BY MEANS OF THE TELEPHONE RESPONSE SYSTEM
SHALL BE PROCESSED BY THE TRUSTEE OR ITS AFFILIATES ONLY AFTER THE IDENTITY OF
THE PARTICIPANT IS VERIFIED BY USE OF A PERSONAL IDENTIFICATION NUMBER FURNISHED
BY THE TRUSTEE OR ITS AFFILIATE AND SHALL BE SUBJECT TO AND BECOME EFFECTIVE IN
ACCORDANCE WITH THE WRITTEN RULES OF THE TELEPHONE RESPONSE SYSTEM AS PREPARED
BY THE TRUSTEE OR ITS AFFILIATES AND IN EFFECT FROM TIME TO TIME.

1.42. "TRUST AGREEMENT" MEANS THE AGREEMENT OR AGREEMENTS EXECUTED BY
---------------
THE COMPANY AND THE TRUSTEE WHICH ESTABLISHES A TRUST FUND TO PROVIDE FOR THE
INVESTMENT,

-6-
<PAGE>

REINVESTMENT, ADMINISTRATION, AND DISTRIBUTION OF CONTRIBUTIONS MADE UNDER THE
PLAN AND THE EARNINGS THEREON, AS AMENDED FROM TIME TO TIME.

1.43. "TRUST FUND" MEANS THE ASSETS OF THE PLAN HELD BY THE TRUSTEE
----------
PURSUANT TO THE TRUST AGREEMENT.

1.44. "TRUSTEE" MEANS THE ONE OR MORE INDIVIDUALS OR ORGANIZATIONS
-------
WHO HAVE ENTERED INTO THE TRUST AGREEMENT AS TRUSTEE, AND ANY DULY APPOINTED
SUCCESSOR.

1.45. "VALUATION DATE" MEANS THE DATE WITH RESPECT TO WHICH THE
--------------
TRUSTEE DETERMINES THE FAIR MARKET VALUE OF THE ASSETS COMPRISING THE TRUST FUND
OR ANY PORTION THEREOF. THE REGULAR VALUATION DATE WILL BE EACH DAY THE NEW
YORK STOCK EXCHANGE IS OPEN.

-7-
<PAGE>

ARTICLE 2.

PARTICIPATION
-------------

2.1. ELIGIBILITY TO PARTICIPATE. SUBJECT TO SECTION 2.2, EACH
--------------------------
EMPLOYEE WHO IS AN ELIGIBLE EMPLOYEE ON THE RESTATEMENT DATE WILL CONTINUE TO BE
AN ELIGIBLE EMPLOYEE AS OF DATE, PROVIDED HE IS THEN EMPLOYED BY A PARTICIPATING
EMPLOYER. EACH OTHER EMPLOYEE WILL BECOME AN ELIGIBLE EMPLOYEE AS OF THE FIRST
ENTRY DATE FOLLOWING THE DATE HE COMPLETES SIX (6) MONTHS OF SERVICE AND HAS
ATTAINED AGE TWENTY-ONE (21), IF HE IS THEN EMPLOYED BY A PARTICIPATING
EMPLOYER.

2.2. EXCLUSIONS FROM PARTICIPATION.
-----------------------------

2.2.1. Ineligible Employees. An Employee who is otherwise
--------------------
eligible to participate in the Plan will not become or continue as an Eligible
Employee if (i) he is covered by a collective bargaining agreement that does not
expressly provide for participation in the Plan; (ii) he is a nonresident alien
who receives no earned income (within the meaning of Code Section 911(d)(2))
from a Participating Employer which constitutes income from sources within the
United States (within the meaning of Code Section 861(a)(3)); (iii) he is not
employed by a Participating Employer; (iv) he is a leased employee required to
be treated as an Employee under Code Section 414(n); or (v) he is then on an
approved leave of absence without pay or in the service of the armed forces of
the United States.

2.2.2. Participation after Exclusion. An Employee who is
-----------------------------
excluded from participation on account of Subsection (a) will become an Eligible
Employee on the first day he is no longer described in Subsection (a), provided
that he is credited with at least six Months Service.

2.3. REEMPLOYMENT PROVISIONS. AN ELIGIBLE EMPLOYEE WHO TERMINATES
-----------------------
EMPLOYMENT CEASES IMMEDIATELY TO BE AN ELIGIBLE EMPLOYEE, BUT WILL AGAIN BECOME
AN ELIGIBLE EMPLOYEE UPON REEMPLOYMENT BY A PARTICIPATING EMPLOYER. ANY OTHER
REHIRED EMPLOYEE MUST SATISFY THE REQUIREMENTS OF SECTION 2.1 TO BECOME AN
ELIGIBLE EMPLOYEE.

-8-
<PAGE>

ARTICLE 3.

CONTRIBUTIONS
-------------

3.1. PARTICIPANT DEFERRAL CONTRIBUTIONS.
----------------------------------

3.1.1. Amount of Deferral Contributions. Subject to Subsection
--------------------------------
(c) and Article 10, an Eligible Employee may elect, in accordance with
procedures established by the Committee, to defer 1% through 15% (in full
percentage point increments) of his Compensation paid with respect to a payroll
period and to have the amount deferred contributed to his Deferral Contribution
Account as a Deferral Contribution.

3.1.2. Modification and Suspension. A Participant may increase
---------------------------
or decrease the amount of his Deferral Contributions, or may suspend his
Deferral Contributions, at any time during the Plan Year, effective as soon
thereafter as practicable.

3.1.3. Limitations on Deferral Contributions. The sum of a
-------------------------------------
Participant's Deferral Contributions and his elective deferrals (within the
meaning of Code Section 402(g)(3)) under any other plan, contract, or
arrangement of any Controlled Group Member shall not exceed $10,000 (as adjusted
for cost of living increases in the manner described in Code Section 415(d)) for
any taxable year of the Participant. Deferral Contributions also will be
subject to the limitations set forth in Article 10. In the event a
Participant's Deferral Contributions and other elective deferrals (whether or
not under a plan, contract or arrangement of a Controlled Group Member) for any
taxable year exceed the foregoing $10,000 limitation, the excess allocated by
the Participant to Deferral Contributions (adjusted for Trust Fund earnings and
losses in the manner described in Article 10) may, in the discretion of the
Committee, be distributed to the Participant no later than April 15 following
the close of such taxable year, provided the Participant so notifies the
Committee prior to March 1. The amount of Deferral Contributions distributed
pursuant to this Section with respect to a Participant for a Plan Year will be
reduced by any excess Deferral Contributions previously distributed to the
Participant pursuant to Article 10 for the same Plan Year.

-9-
<PAGE>

3.2. PARTICIPANT AFTER-TAX CONTRIBUTIONS. SUBJECT TO ARTICLE 10, AN
-----------------------------------
ELIGIBLE EMPLOYEE MAY ELECT, IN ACCORDANCE WITH PROCEDURES ESTABLISHED BY THE
COMMITTEE, TO CONTRIBUTE 1% TO 10% (IN FULL PERCENTAGE INCREMENTS) OF HIS
COMPENSATION PAID WITH RESPECT TO A PAYROLL PERIOD TO HIS AFTER-TAX CONTRIBUTION
ACCOUNT.

3.3. PARTICIPATING EMPLOYER MATCHING CONTRIBUTIONS. SUBJECT TO
---------------------------------------------
ARTICLE 10, THE PARTICIPATING EMPLOYERS SHALL PAY TO THE TRUSTEE AS A MATCHING
CONTRIBUTION FOR EACH CALENDAR QUARTER IN THE PLAN YEAR AN AMOUNT EQUAL TO 50%
OF EACH PARTICIPANT'S DEFERRAL CONTRIBUTIONS MADE WITH RESPECT TO SUCH CALENDAR
QUARTER, BUT ONLY UP TO A MAXIMUM OF $1,000 PER YEAR AND ONLY IF THE PARTICIPANT
IS AN ELIGIBLE EMPLOYEE ON THE LAST DAY OF SUCH CALENDAR QUARTER. THE MATCHING
CONTRIBUTION MAY BE MADE IN CASH OR QUALIFYING EMPLOYER SECURITIES, OR A
COMBINATION THEREOF, AS DIRECTED BY THE COMMITTEE, AND SHALL BE ALLOCATED TO THE
PARTICIPANT'S MATCHING CONTRIBUTION ACCOUNT.

3.4. DISCRETIONARY CONTRIBUTIONS. SUBJECT TO ARTICLE 10, EACH
---------------------------
PARTICIPATING EMPLOYER SHALL PAY TO THE TRUSTEE AS A DISCRETIONARY CONTRIBUTION
THE AMOUNT, IF ANY, DETERMINED BY ITS BOARD OF DIRECTORS. DISCRETIONARY
CONTRIBUTIONS, IF ANY, MADE WITH RESPECT TO A PLAN YEAR SHALL BE ALLOCATED TO
THE DISCRETIONARY CONTRIBUTION ACCOUNTS OF PARTICIPANTS WHO ARE ELIGIBLE
EMPLOYEES OF THE APPLICABLE PARTICIPATING EMPLOYER ON THE LAST DAY OF SUCH PLAN
YEAR IN PROPORTION TO THEIR COMPENSATION. A PARTICIPANT WHO IS ON A LEAVE OF
ABSENCE WILL NOT BE REGARDED AS AN EMPLOYEE FOR THIS PURPOSE.

3.5. QUALIFIED NONELECTIVE CONTRIBUTIONS. SUBJECT TO ARTICLE 10, FOR
-----------------------------------
ANY PLAN YEAR, A PARTICIPATING EMPLOYER, IN ITS SOLE DISCRETION, MAY MAKE
QUALIFIED NONELECTIVE CONTRIBUTIONS TO A PARTICIPANT'S QUALIFIED NONELECTIVE
ACCOUNT. THE PARTICIPATING EMPLOYER SHALL DESIGNATE TO THE TRUSTEE THE PLAN
YEAR FOR WHICH, THE PARTICIPANTS TO WHOM, AND THE PROPORTIONS IN WHICH ANY
QUALIFIED NONELECTIVE CONTRIBUTIONS ARE TO BE ALLOCATED.

3.6. TIME OF PAYMENT. DEFERRAL CONTRIBUTIONS AND AFTER-TAX
---------------
CONTRIBUTIONS SHALL BE PAID TO THE TRUSTEE AS SOON AS PRACTICABLE FOLLOWING THE
DATE THE AMOUNT WOULD OTHERWISE HAVE BEEN PAID TO THE PARTICIPANT. MATCHING
CONTRIBUTIONS SHALL BE PAID AS SOON AS PRACTICABLE FOLLOWING THE END OF THE
CALENDAR QUARTER FOR WHICH THEY ARE MADE. DISCRETIONARY CONTRIBUTIONS AND
QUALIFIED NONELECTIVE CONTRIBUTIONS MAY BE PAID TO THE TRUSTEE ON ANY DATE OR
DATES SELECTED BY THE PARTICIPATING EMPLOYER, BUT NO LATER THAN THE TIME
PRESCRIBED BY LAW (INCLUDING EXTENSIONS) FOR FILING THE PARTICIPATING EMPLOYER'S
FEDERAL INCOME TAX RETURN FOR THE TAX YEAR ENDING WITH OR WITHIN THE PLAN YEAR.

-10-
<PAGE>

3.7. ROLLOVER AND TRANSFER CONTRIBUTIONS. THE TRUSTEE IS AUTHORIZED
-----------------------------------
TO ACCEPT A CASH CONTRIBUTION ATTRIBUTABLE TO PARTICIPATION IN A QUALIFIED PLAN
FROM AN EMPLOYEE WHO IS, OR ON COMPLETION OF SIX MONTHS OF SERVICE IS EXPECTED
TO BECOME, A PARTICIPANT, PROVIDED THE EMPLOYEE ESTABLISHES TO THE SATISFACTION
OF THE COMMITTEE THAT THE CONTRIBUTION QUALIFIES AS A DIRECT ROLLOVER, WITHIN
THE MEANING OF CODE SECTION 401(A)(31), OR A ROLLOVER CONTRIBUTION, WITHIN THE
MEANING OF CODE SECTIONS 402(C), 403(A)(4), OR 408(D)(3)(A)(II). A ROLLOVER
CONTRIBUTION MADE UNDER THIS SECTION SHALL BE ALLOCATED TO THE EMPLOYEE'S
ROLLOVER ACCOUNT. AT THE DIRECTION OF THE COMMITTEE, THE TRUSTEE ALSO IS
AUTHORIZED TO ACCEPT A DIRECT TRANSFER OF ASSETS TO THE PLAN ON BEHALF OF AN
EMPLOYEE FROM THE TRUSTEE OR OTHER FUNDING AGENT OF A QUALIFIED PLAN. ANY SUCH
ASSETS SHALL BE ALLOCATED AS PROVIDED IN THE DIRECTION BY THE COMMITTEE TO THE
TRUSTEE.

-11-
<PAGE>

ARTICLE 4.

ADMINISTRATION OF PARTICIPANTS' ACCOUNTS
----------------------------------------

4.1. ESTABLISHMENT OF ACCOUNTS. THE COMMITTEE SHALL ESTABLISH FOR
-------------------------
EACH PARTICIPANT A DEFERRAL CONTRIBUTION ACCOUNT, MATCHING CONTRIBUTION ACCOUNT,
AND, IF APPROPRIATE, A DISCRETIONARY CONTRIBUTION ACCOUNT, AFTER-TAX
CONTRIBUTION ACCOUNT, QUALIFIED NONELECTIVE ACCOUNT, AND ROLLOVER ACCOUNT AND
MAY ESTABLISH ONE OR MORE SUBACCOUNTS OF ANY ACCOUNT.

4.2. INVESTMENT OF ACCOUNTS. A PARTICIPANT'S ACCOUNT WILL BE
----------------------
INVESTED BY THE TRUSTEE IN ACCORDANCE WITH THE PARTICIPANT'S DIRECTIONS IN THE
INVESTMENT FUNDS ESTABLISHED FOR SUCH PURPOSE PURSUANT TO THE TRUST AGREEMENT.
THE COMMITTEE FROM TIME TO TIME WILL ESTABLISH RULES AND PROCEDURES REGARDING
PARTICIPANT INVESTMENT DIRECTIONS, INCLUDING, WITHOUT LIMITATION, RULES AND
PROCEDURES WITH RESPECT TO THE MANNER IN WHICH SUCH DIRECTIONS MAY BE FURNISHED,
THE FREQUENCY WITH WHICH SUCH DIRECTIONS MAY BE CHANGED DURING THE PLAN YEAR AND
THE MINIMUM PORTION OF A PARTICIPANT'S ACCOUNT THAT MAY BE INVESTED IN ANY ONE
INVESTMENT FUND. TO THE EXTENT PERMITTED BY LAW, NEITHER THE COMMITTEE NOR ANY
OTHER PLAN FIDUCIARY WILL BE RESPONSIBLE FOR ANY LOSSES RESULTING FROM A
PARTICIPANT'S INDIVIDUAL SELECTION OF AN INVESTMENT FUND OPTION. PARTICIPANTS
AND THEIR BENEFICIARIES ARE IN NO WAY GUARANTEED AGAINST LOSS, DEPRECIATION, OR
FLUCTUATION OF THE VALUE OF THE ASSETS OF THE TRUST FUND.

4.3. ALLOCATION OF TRUST FUND INCOME AND LOSS.
----------------------------------------

4.3.1. Accounting Records. The Committee shall clearly
------------------
segregate, or cause to be segregated, each Account and subaccount and will
maintain, or cause to be maintained, a separate and distinct record of all
income and losses of the Trust Fund attributable to each Account or subaccount.
Income or loss of the Trust Fund will include any unrealized increase or
decrease in the fair market value of the assets of the Trust Fund.

4.3.2. Method of Allocation. The fair market value of the
--------------------
assets comprising the Trust Fund will be determined by the Trustee as of each
Valuation Date. The share of net income or net loss of the Trust Fund to be
credited to, or deducted from, each Account will be the allocable portion of the
net income or net loss of the Trust Fund attributable to each Account determined
by the Committee as of each Valuation Date in a uniform and nondiscriminatory
manner, based upon the ratio that

-12-
<PAGE>

each Account balance as of the previous Valuation Date bears to all Account
balances after adjustment for withdrawals, distributions and other additions or
subtractions that may be appropriate. The share of net income or net loss to be
credited to, or deducted from, any subaccount will be an allocable portion of
the net income or net loss credited to or deducted from the Account under which
the subaccount is established.

4.4. ANNUAL STATEMENT OF ACCOUNTS. THE COMMITTEE WILL FURNISH EACH
----------------------------
PARTICIPANT AND EACH BENEFICIARY OF A DECEASED PARTICIPANT, AT LEAST ANNUALLY, A
STATEMENT SHOWING (I) THE VALUE OF HIS ACCOUNT AT THE END OF THE PLAN YEAR, (II)
THE ALLOCATIONS TO AND DISTRIBUTIONS FROM HIS ACCOUNT DURING THE PLAN YEAR, AND
(III) HIS VESTED INTEREST IN HIS ACCOUNT AT THE END OF THE PLAN YEAR. NO
STATEMENT WILL BE PROVIDED TO A PARTICIPANT OR BENEFICIARY AFTER THE
PARTICIPANT'S ENTIRE VESTED INTEREST IN HIS ACCOUNT HAS BEEN DISTRIBUTED.

-13-
<PAGE>

ARTICLE 5.

VESTING
-------

5.1. FULL AND IMMEDIATE VESTING. THE INTEREST OF EACH PARTICIPANT
--------------------------
SHALL BE 100% VESTED IN EACH ACCOUNT MAINTAINED ON HIS BEHALF.

5.2. UNCLAIMED DISTRIBUTION. IF THE COMMITTEE CANNOT LOCATE A PERSON
----------------------
ENTITLED TO RECEIVE A BENEFIT UNDER THE PLAN WITHIN A REASONABLE PERIOD (AS
DETERMINED BY THE COMMITTEE IN ITS DISCRETION, BUT PRIOR TO THE DATE THE BENEFIT
WOULD OTHERWISE ESCHEAT UNDER APPLICABLE STATE LAWS), THE AMOUNT OF THE BENEFIT
WILL BE TREATED AS A FORFEITURE DURING THE PLAN YEAR IN WHICH THE PERIOD ENDS.
IF AT ANY TIME BEFORE FINAL DISTRIBUTIONS ARE MADE FROM THE TRUST FUND FOLLOWING
TERMINATION OF THE PLAN, A PERSON WHO WAS ENTITLED TO A BENEFIT WHICH HAS BEEN
FORFEITED UNDER THIS SECTION MAKES A CLAIM TO THE COMMITTEE FOR HIS BENEFIT, HE
WILL BE ENTITLED TO RECEIVE, AS SOON AS ADMINISTRATIVELY FEASIBLE, A BENEFIT IN
AN AMOUNT EQUAL TO THE VALUE OF THE FORFEITED BENEFIT ON THE DATE OF FORFEITURE.
THIS BENEFIT WILL BE REINSTATED FROM PARTICIPATING EMPLOYER CONTRIBUTIONS MADE
TO THE PLAN FOR THIS PURPOSE.

-14-
<PAGE>

ARTICLE 6.

DISTRIBUTIONS TO PARTICIPANTS
-----------------------------

6.1. BASIC RULES GOVERNING DISTRIBUTIONS.
-----------------------------------

6.1.1. Timing of Distributions. Except as otherwise provided
-----------------------
in this Article 6 and Article 11, distribution of a Participant's Account
balance will be made as soon as practicable after the Valuation Date coinciding
with or immediately following the Participant's termination of employment.
Distributions pursuant to Sections 6.2 and 6.3 will be made as soon as
practicable following the Committee's approval of the Participant's written
request for withdrawal. If a loan to the Participant is outstanding from the
Trust Fund on the date of a distribution, the amount distributed will be reduced
by any security interest in the Participant's Account held by the Plan by reason
of the loan.

6.1.2. Form of Distributions. Distributions will be made in a
---------------------
single lump sum payment, unless the Participant elects(A) an in-kind
distribution of the Qualifying Employer Securities credited to his Account, or
(B) distribution in the form of installments, which may be paid (i) in an equal
or unequal amount, and (ii) over any period which is less than the Participant's
life expectancy.

6.1.3. Participant's Consent to Certain Payments. If the
-----------------------------------------
amount of a Participant's vested Account balance exceeds $5,000, or exceeded
this amount at the time of a prior distribution, the Committee will distribute
the balance to him as soon as practicable following his attainment of age 65,
unless he consents to an earlier distribution. Such consent must be given no
more than 90 nor less than 30 days prior to the date the distribution is to
begin. However, a distribution may commence less than 30 days after such consent
is given, provided that (1) the Committee clearly informs the Participant that
the Participant has a right to a period of at least 30 days after receiving
notice of his rights to defer the distribution to consider whether or not to
elect a distribution, and (2) the Participant, after receiving the notice,
affirmatively elects a distribution. This consent requirement will not apply to
any distributions required under Article 10.

6.2. IN-SERVICE DISTRIBUTIONS.
------------------------

-15-
<PAGE>

6.2.1. Distributions After Age 59-1/2. A Participant who has
------------------------------
not terminated employment and has attained age 59-1/2 may request a distribution
in a single lump sum from his Deferral Contribution Account in any amount at any
time.

6.2.2. Distribution after Normal Retirement Age. A Participant
----------------------------------------
who remains employed after attaining age 65 may withdraw in a single lump-sum
all or part of his Account. Such distributions shall be funded by liquidating
the Participant's Accounts in the following order: Deferral Contribution
Account, After-tax Contributions Account, Rollover Account, Matching Deferral
Contribution Account, Discretionary Contribution Account, and Qualified
Nonelective Account.

6.2.3. After-tax Contributions. A Participant who remains
-----------------------
employed and has an After-tax Contributions Account may request to make a lump-
sum withdrawal from such Account at any time. Only one withdrawal may be made
during each Plan Year, and a Participant who makes a withdrawal shall not be
allowed to make After-tax Contributions for 180 days following the date of
withdrawal, except as may be required to qualify for a hardship distribution. If
the withdrawal reduces the aggregate value of the Participant's account to less
than Five Hundred Dollars ($500.00), the Trustee shall distribute the remainder
of such account to the Participant.

6.3. HARDSHIP DISTRIBUTIONS.
----------------------

6.3.1. General Rule. Hardship withdrawals shall not be
------------
available from February 2, 1998 to May 1, 1998. Effective May 1, 1998, a
Participant who has not terminated employment may request a distribution from
the vested portion of his Account in the event of the Participant's hardship. A
distribution will be on account of hardship only if the distribution is
necessary to satisfy an immediate and heavy financial need of the Participant,
as defined below, and satisfies all other requirements of this Section.

6.3.2. Financial Need. For purposes of this Subsection, a
--------------
distribution is made on account of an immediate and heavy financial need of the
Participant only if the distribution is for: (i) the payment of medical
expenses described in Code Section 213(d) incurred by the Participant, the
Participant's spouse or any dependents of the Participant (as defined in Code
Section 152); (ii) the purchase (excluding mortgage payments) of a principal
residence for the Participant; (iii) the payment of tuition and reasonable
living expenses (room and board) for the next twelve months of post-secondary
education for the Participant, his or her spouse, children, or dependents; (iv)
the

-16-
<PAGE>

need to prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant's principal residence, or (v) any
other need that may be designated as an immediate and heavy financial need by
the Commissioner of Internal Revenue.

6.3.3. Necessary to Satisfy Need. A distribution will be
-------------------------
considered necessary to satisfy an immediate and heavy financial need of the
Participant only if all four of the following requirements are satisfied: (i)
the distribution is not in excess of the amount required to relieve the
immediate and heavy financial need of the Participant (taking into account the
taxable nature of the distribution); (ii) the Participant has obtained all
distributions, other than hardship distributions, and all nontaxable loans
currently available under all plans maintained by the Employer; (iii) the
Participant's elective contributions and any other employee contributions are
suspended for at least twelve (12) months under the Plan, and any other plan
maintained by a Controlled Group Member, after receipt of the hardship
distribution; and (iv) the Participant does not make elective contributions
under the Plan, or any other plan maintained by a Controlled Group Member, for
the Participant's taxable year immediately following the taxable year of the
hardship distribution in excess of the applicable limit under Code Section
402(g) for such next taxable year less the amount of such Participant's Deferral
Contributions for the taxable year of the hardship distribution.

6.3.4. Limitation for Loans. No distribution under this
--------------------
Section will be made in an amount that is greater than the excess of the
Participant's vested interest in his Account over the aggregate amount of an
outstanding loan, plus accrued interest, secured by the Participant's Account.

6.3.5. Source of Hardship Distribution. A distribution to a
-------------------------------
Participant on account of hardship will be funded by liquidation of the
Participant's Accounts in the order specified in Section 6.2(b), except that no
part of a hardship distribution shall include earnings on Deferral
Contributions. Furthermore, no amount shall be distributed on account of
hardship that has not been allocated to an Account for at least twenty-four (24)
months.

6.3.6. Form of Distribution. A hardship withdrawal shall be
--------------------
distributed in a lump sum, unless the Participant elects distribution in the
form of installments.

-17-
<PAGE>

6.3.7. Frequency. A Participant may not obtain a hardship
---------
distribution within twelve (12) months of a previous hardship distribution.

6.4. LOANS TO PARTICIPANTS.
---------------------

6.4.1. General Provisions. The Committee shall establish a
------------------
uniform and nondiscriminatory program that meets the requirements of this
Section (the "Loan Program") for directing the Trustee to make a loan from the
Plan to an Employee who is a Participant or a party-in-interest (as defined in
Section 3(14) of ERISA) having distribution of his or her Account deferred. In
establishing the requirements for eligibility under the Loan Program, the
Committee may consider only those factors which would be considered in a normal
commercial setting by an entity in the business of making similar types of
loans. Loans shall not be available under the Loan Program from February 2,
1998, to May 1, 1998. Effective May 1, 1998, a Participant shall utilize the
Telephone Response System to apply for a loan, and a representative of the Plan
at the entity maintaining the Telephone Response System shall approve any
application that satisfies the requirements of the Loan Program. Any loan so
approved will be disbursed as soon as practicable following the date of
application. Any loan applied for by means of the Telephone Response System
shall be deemed made on the effective date of the application under the rules of
the Telephone Response System.

The loan application fee then in effect shall be charged to and paid
from the Participant's Account and the investment funds in which it is invested
as soon as practicable after the loan has been made in the same manner as the
loan is charged as hereinafter provided, and any loan maintenance fees shall be
charged in a similar manner. The loan application fee and any loan maintenance
fees shall be determined by the Committee from time to time on a uniform and
non-discriminatory basis without regard to the amount of the loan requested and
shall be non-refundable. Any costs incurred at the request of a Participant in
respect of the manner in which the loan proceeds are to be disbursed shall be
paid by the Participant.

6.4.2. Terms and Conditions. Any loan made under a Plan that
--------------------
is outstanding on the Restatement Date shall continue to be governed by its
terms. As of the Restatement Date, the Loan Program includes the following
requirements: (i) no loan will be for a term of longer than five years; (ii) all
loans will become due and payable in full within thirty (30) days of the date
the Participant's termination of employment and upon the occurrence of such
other events as the Committee may from time to time specify, which events shall
include any failure to make timely loan repayments, but the Participant's
Account will not be reduced by the amount in default until the Participant is

-18-
<PAGE>

eligible for a distribution; (iii) all loans will bear a reasonable rate of
interest, as determined by the Committee from time to time; (iv) all loans will
be secured by the Participant's vested interest in his Account Fund; (v)
payments of principal and interest will be made through payroll deductions
sufficient to provide for substantially level amortization of principal and
interest with payments not less frequently than quarterly, which will be
irrevocably authorized by the Participant in writing on a form provided by the
Committee at the time the loan is made; (vi) no more than one loan will be
permitted to be outstanding with respect to a Participant at any time; and (vii)
all loans will be evidenced by a note containing such additional terms and
conditions as the Committee will determine.

6.4.3. Maximum Amount of Loans. The amount of any loan made
-----------------------
pursuant to this Section, when added to the outstanding balance of all other
loans to the Participant from all qualified employer plans (as defined in Code
Section 72(p)(4)) of the Controlled Group, will not exceed the lesser of (i)
one-half of the nonforfeitable interest in his Account, or (ii) $50,000 reduced
by the excess, if any, of (A) the highest outstanding balance of all other loans
from qualified employer plans of the Controlled Group to the Participant during
the 1-year period ending on the date on which such loan was made, over (B) the
outstanding balance of all loans from qualified employer plans of the Controlled
Group to the Participant on the date on which such loan was made.

6.4.4. Minimum Loan. The minimum loan permitted under this
------------
Section is $1,000.

6.4.5. Source of Loans. All loans will be charged pro rata to
---------------
the investment fund(s) in which the Participant's Account is invested. In the
event a loan is applied for, but the Participant cancels the application for the
loan before the loan is disbursed, any funds in the Participant's Account that
had been obtained by liquidating investments in the investment funds in order to
make the loan shall be reinvested in the investment funds as soon as practicable
in accordance with the Participant's most recent investment election with
respect to contributions.

6.4.6. Investment of Loan Payments. All loans will be treated
---------------------------
as a separate investment fund of the borrowing Participant. All payments with
respect to a loan will be credited to the borrowing Participant's Account in
proportion to the loan balance and will be invested according to his most recent
investment direction for Deferral Contributions, or if none, as directed by the
Committee.

-19-
<PAGE>

6.4.7. Transferred Participants. Notwithstanding Subsection
------------------------
(b), a Participant who transfers to a Controlled Group Member that is not a
Participating Employer may continue to repay any unpaid loan balance directly to
the Plan or in such other manner as the Committee may permit. In addition, to
the extent permitted by the Controlled Group Member to which the Participant is
transferring, the Participant may repay such loan through payroll deductions.

6.5. REEMPLOYMENT OF PARTICIPANTS. IF A PARTICIPANT WHO TERMINATED
----------------------------
EMPLOYMENT AGAIN BECOMES AN EMPLOYEE BEFORE RECEIVING A DISTRIBUTION OF HIS
ACCOUNT BALANCE, NO DISTRIBUTION FROM THE TRUST FUND WILL BE MADE WHILE HE IS AN
EMPLOYEE, AND AMOUNTS DISTRIBUTABLE TO HIM ON ACCOUNT OF HIS PRIOR TERMINATION
WILL BE HELD IN THE TRUST FUND UNTIL HE IS AGAIN ENTITLED TO A DISTRIBUTION
UNDER THE PLAN.

6.6. VALUATION OF ACCOUNTS. A PARTICIPANT'S DISTRIBUTABLE ACCOUNT
---------------------
BALANCE WILL BE VALUED AS OF THE VALUATION DATE IMMEDIATELY PRECEDING THE DATE
THE ACCOUNT IS TO BE DISTRIBUTED, EXCEPT THAT THERE WILL BE ADDED TO THE VALUE
OF HIS ACCOUNT THE FAIR MARKET VALUE OF ANY EMPLOYER CONTRIBUTIONS ALLOCATED TO
HIS ACCOUNT AFTER THAT VALUATION DATE.

6.7. DIRECT ROLLOVERS.
----------------

6.7.1. Rollover Rights. A Participant who is entitled to a
---------------
distribution under the Plan, his surviving spouse, or his former spouse who is
the alternate payee under a Qualified Domestic Relations Order (a
"distributee"), may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an "eligible rollover distribution," other
than a portion invested in a Participant loan, paid directly to an "eligible
retirement plan" specified by the distributee in a "direct rollover."

6.7.2. Definitions. For purposes of this Section, 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 to the extent such distribution is required
under Code Section 401(a)(9); 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; and the portion of
any distribution that is not includable in gross income. An "eligible
retirement plan" is an individual

-20-
<PAGE>

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 a surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity. A "direct rollover" is a payment by the Plan to the eligible retirement
plan specified by the distributee.

-21-
<PAGE>

ARTICLE 7.

DISTRIBUTIONS TO BENEFICIARIES
------------------------------

7.1. DESIGNATION OF BENEFICIARY. SUBJECT TO SECTION 7.2, EACH
--------------------------
PARTICIPANT SHALL HAVE THE RIGHT TO DESIGNATE A BENEFICIARY OR BENEFICIARIES TO
RECEIVE HIS VESTED ACCOUNT BALANCE UPON HIS DEATH. THE DESIGNATION WILL BE MADE
ON FORMS PRESCRIBED BY THE COMMITTEE AND WILL BE EFFECTIVE UPON RECEIPT BY THE
COMMITTEE. A PARTICIPANT WILL HAVE THE RIGHT TO CHANGE OR REVOKE ANY
DESIGNATION BY FILING A NEW DESIGNATION OR NOTICE OF REVOCATION WITH THE
COMMITTEE, BUT THE REVISED DESIGNATION OR REVOCATION WILL BE EFFECTIVE ONLY UPON
RECEIPT BY THE COMMITTEE. UPON A LEGAL SEPARATION OR DISSOLUTION OF THE
MARRIAGE OF A PARTICIPANT, ANY DESIGNATION OF THE PARTICIPANT'S FORMER SPOUSE AS
A BENEFICIARY SHALL, EXCEPT AS EXPLICITLY PROVIDED IN A QUALIFIED DOMESTIC
RELATIONS ORDER, BE TREATED AS THOUGH THE PARTICIPANT'S FORMER SPOUSE HAD
PREDECEASED THE PARTICIPANT, UNLESS, SUBSEQUENT TO THE DIVORCE OR LEGAL
SEPARATION, THE PARTICIPANT EXECUTES ANOTHER BENEFICIARY DESIGNATION THAT
COMPLIES WITH THE PLAN AND THAT CLEARLY NAMES SUCH FORMER SPOUSE AS A
BENEFICIARY.

7.2. CONSENT OF SPOUSE REQUIRED. A PARTICIPANT WHO IS MARRIED MAY
--------------------------
NOT DESIGNATE A BENEFICIARY OTHER THAN, OR IN ADDITION TO, HIS SPOUSE UNLESS HIS
SPOUSE CONSENTS TO THE DESIGNATION BY MEANS OF A WRITTEN INSTRUMENT THAT IS
SIGNED BY THE SPOUSE, IDENTIFIES THE SPECIFIC BENEFICIARY (INCLUDING ANY CLASS
OF BENEFICIARIES OR ANY CONTINGENT BENEFICIARIES) ELECTED, CONTAINS AN
ACKNOWLEDGMENT BY THE SPOUSE OF THE EFFECT OF THE CONSENT, AND IS WITNESSED BY A
MEMBER OF THE COMMITTEE (OTHER THAN THE PARTICIPANT) OR BY A NOTARY PUBLIC. THE
DESIGNATION WILL BE EFFECTIVE ONLY WITH RESPECT TO THE CONSENTING SPOUSE, WHOSE
CONSENT WILL BE IRREVOCABLE. A BENEFICIARY DESIGNATION TO WHICH A SPOUSE HAS
CONSENTED UNDER THIS SECTION WILL BE EFFECTIVE ONLY IF IT STATES THAT IT MAY NOT
BE CHANGED BY THE PARTICIPANT, OTHER THAN TO DESIGNATE THE SPOUSE AS THE
BENEFICIARY, WITHOUT SPOUSAL CONSENT, UNLESS THE SPOUSE'S PRIOR CONSENT
EXPRESSLY PERMITS BENEFICIARY DESIGNATIONS BY THE PARTICIPANT WITHOUT ANY
FURTHER CONSENT OF THE SPOUSE, IN WHICH CASE THE PRIOR CONSENT WILL BE EFFECTIVE
AS TO SUBSEQUENT CHANGES ONLY IF IT ACKNOWLEDGES THAT THE SPOUSE HAS THE RIGHT
TO LIMIT CONSENT TO A SPECIFIC BENEFICIARY, AND STATES THAT THE SPOUSE
VOLUNTARILY ELECTS TO RELINQUISH SUCH RIGHT.

7.3. FAILURE TO DESIGNATE BENEFICIARY. IN THE EVENT A PARTICIPANT
--------------------------------
HAS NOT DESIGNATED A BENEFICIARY, OR IN THE EVENT NO BENEFICIARY SURVIVES A
PARTICIPANT, THE DISTRIBUTION OF THE PARTICIPANT'S ACCOUNT BALANCE UPON HIS
DEATH WILL BE MADE (I) TO THE PARTICIPANT'S SPOUSE, IF LIVING, OR (II) IF HIS
SPOUSE IS NOT THEN LIVING, TO HIS ESTATE.

-22-
<PAGE>

7.4. DISTRIBUTIONS TO BENEFICIARIES. DISTRIBUTION OF A PARTICIPANT'S
------------------------------
ACCOUNT BALANCE TO THE PARTICIPANT'S BENEFICIARY WILL BE MADE AS SOON AS
PRACTICABLE AFTER THE PARTICIPANT'S DEATH IN A SINGLE LUMP SUM PAYMENT, EVEN IF
THE PARTICIPANT HAD ALREADY BEGUN RECEIVING A DISTRIBUTION IN THE FORM OF
INSTALLMENTS. THE BENEFICIARY ALSO MAY ELECT AN IN-KIND DISTRIBUTION OF THE
QUALIFYING EMPLOYER SECURITIES CREDITED TO THE PARTICIPANT'S ACCOUNT. THE
PARTICIPANT'S ACCOUNT BALANCE WILL BE VALUED AS OF THE VALUATION DATE
IMMEDIATELY PRECEDING THE DATE THE ACCOUNT IS TO BE DISTRIBUTED TO HIS
BENEFICIARY. IF A LOAN IS OUTSTANDING FROM THE TRUST FUND TO THE PARTICIPANT ON
THE DATE OF HIS DEATH, THE AMOUNT DISTRIBUTED TO HIS BENEFICIARY WILL BE REDUCED
BY ANY SECURITY INTEREST IN THE PARTICIPANT'S ACCOUNT HELD BY THE PLAN BY REASON
OF THE LOAN.

-23-
<PAGE>

ARTICLE 8.

ADOPTION OF PLAN BY CONTROLLED GROUP MEMBERS
--------------------------------------------

8.1. ADOPTION PROCEDURE. UNLESS THE BOARD SPECIFICALLY PROVIDES TO
------------------
THE CONTRARY, ANY CONTROLLED GROUP MEMBER WHICH IS INCORPORATED IN THE UNITED
STATES SHALL BE DEEMED TO HAVE ADOPTED THE PLAN AND BECOME A PARTICIPATING
EMPLOYER ON THE TERMS AND CONDITIONS SET FORTH IN THIS ARTICLE. ANY OTHER
CONTROLLED GROUP MEMBER MAY BECOME A PARTICIPATING EMPLOYER UNDER THE PLAN
PROVIDED THAT (I) THE BOARD APPROVES THE ADOPTION OF THE PLAN BY THE CONTROLLED
GROUP MEMBER AND DESIGNATES THE CONTROLLED GROUP MEMBER AS A PARTICIPATING
EMPLOYER; (II) THE CONTROLLED GROUP MEMBER ADOPTS THE PLAN AND TRUST AGREEMENT
TOGETHER WITH ALL AMENDMENTS THEN IN EFFECT BY APPROPRIATE RESOLUTIONS OF ITS
BOARD; AND (III) THE CONTROLLED GROUP MEMBER BY APPROPRIATE RESOLUTIONS OF ITS
BOARD OF DIRECTORS AGREES TO BE BOUND BY ANY OTHER TERMS AND CONDITIONS WHICH
MAY BE REQUIRED BY THE BOARD, PROVIDED THAT SUCH TERMS AND CONDITIONS ARE NOT
INCONSISTENT WITH THE PURPOSES OF THE PLAN.

8.2. EFFECT OF ADOPTION. A CONTROLLED GROUP MEMBER THAT ADOPTS THE
------------------
PLAN PURSUANT TO THIS ARTICLE WILL BE DEEMED TO BE A PARTICIPATING EMPLOYER FOR
ALL PURPOSES HEREUNDER, UNLESS OTHERWISE SPECIFIED IN THE RESOLUTIONS OF THE
BOARD DESIGNATING THE CONTROLLED GROUP MEMBER AS A PARTICIPATING EMPLOYER. IN
ADDITION, THE BOARD MAY PROVIDE, IN ITS DISCRETION AND BY APPROPRIATE
RESOLUTIONS, THAT THE EMPLOYEES OF THE CONTROLLED GROUP MEMBER WILL RECEIVE
CREDIT FOR THEIR EMPLOYMENT WITH THE CONTROLLED GROUP MEMBER PRIOR TO THE DATE
IT BECAME A CONTROLLED GROUP MEMBER FOR PURPOSES OF DETERMINING THE ELIGIBILITY
OF SUCH EMPLOYEES TO PARTICIPATE IN THE PLAN, PROVIDED THAT SUCH CREDIT WILL BE
APPLIED IN A UNIFORM AND NONDISCRIMINATORY MANNER WITH RESPECT TO ALL SUCH
EMPLOYEES.

-24-
<PAGE>

ARTICLE 9.

ADMINISTRATION OF THE PLAN AND TRUST
------------------------------------

9.1. APPOINTMENT OF COMMITTEE. THE BOARD WILL APPOINT THE MEMBERS OF
------------------------
THE COMMITTEE TO ADMINISTER THE PLAN. THE COMMITTEE SHALL CONSIST OF AT LEAST
THREE OR MORE MEMBERS, WHO SHALL HOLD OFFICE AT THE PLEASURE OF THE BOARD.
MEMBERS OF THE COMMITTEE NEED NOT BE EMPLOYEES. ANY MEMBER MAY RESIGN BY GIVING
NOTICE, IN WRITING, FILED WITH THE BOARD.

9.2. OFFICERS AND AGENTS OF THE COMMITTEE. THE COMMITTEE WILL CHOOSE
------------------------------------
FROM ITS MEMBERS A CHAIRMAN AND APPOINT A SECRETARY, WHO NEED NOT BE A MEMBER OF
THAT COMMITTEE. THE SECRETARY WILL KEEP A RECORD OF THE COMMITTEE'S PROCEEDINGS
AND ALL DATES, RECORDS, AND DOCUMENTS PERTAINING TO THE COMMITTEE'S
ADMINISTRATION OF THE PLAN. THE COMMITTEE MAY EMPLOY AND SUITABLY COMPENSATE
SUCH PERSONS OR ORGANIZATIONS TO RENDER ADVICE WITH RESPECT TO THE DUTIES OF THE
COMMITTEE UNDER THE PLAN AS THE COMMITTEE DETERMINES TO BE NECESSARY OR
DESIRABLE.

9.3. ACTION OF THE COMMITTEE. ACTION OF THE COMMITTEE MAY BE TAKEN
-----------------------
WITH OR WITHOUT A MEETING OF COMMITTEE MEMBERS, PROVIDED THAT ACTION WILL BE
TAKEN ONLY UPON THE VOTE OR OTHER AFFIRMATIVE EXPRESSION OF A MAJORITY OF THE
COMMITTEE'S MEMBERS QUALIFIED TO VOTE WITH RESPECT TO SUCH ACTION. THE CHAIRMAN
OR THE SECRETARY OF THE COMMITTEE MAY EXECUTE ANY CERTIFICATE OR OTHER WRITTEN
DIRECTION ON BEHALF OF THE COMMITTEE. IN THE EVENT THE COMMITTEE MEMBERS
QUALIFIED TO VOTE ON ANY QUESTION ARE UNABLE TO DETERMINE SUCH QUESTION BY A
MAJORITY VOTE OR OTHER AFFIRMATIVE EXPRESSION OF A MAJORITY OF THE COMMITTEE
MEMBERS QUALIFIED TO VOTE ON SUCH QUESTION, SUCH QUESTION WILL BE DETERMINED BY
THE BOARD. A MEMBER OF THE COMMITTEE WHO IS A PARTICIPANT MAY NOT VOTE ON ANY
QUESTION RELATING SPECIFICALLY TO HIMSELF UNLESS HE IS THE SOLE MEMBER OF THE
COMMITTEE.

9.4. EXPENSES AND COMPENSATION. THE REASONABLE AND NECESSARY
-------------------------
EXPENSES OF ADMINISTERING THE PLAN, INCLUDING WITHOUT LIMITATION THE EXPENSES OF
THE COMMITTEE PROPERLY INCURRED IN THE PERFORMANCE OF ITS DUTIES UNDER THE PLAN,
SHALL BE PAID FROM THE TRUST FUND, AND ALL SUCH EXPENSES PAID BY A PARTICIPATING
EMPLOYER ON BEHALF OF THE PLAN SHALL BE REIMBURSED FROM THE TRUST FUND, UNLESS
THE PARTICIPATING EMPLOYER IN ITS DISCRETION PAYS SUCH EXPENSES AND ELECTS NOT
TO SUBMIT SUCH EXPENSES FOR REIMBURSEMENT. NOTWITHSTANDING THE FOREGOING, THE
MEMBERS OF THE COMMITTEE WILL NOT BE COMPENSATED BY THE PLAN FOR THEIR SERVICES
AS COMMITTEE MEMBERS.

-25-
<PAGE>

9.5. GENERAL POWERS OF THE COMMITTEE. THE COMMITTEE WILL HAVE THE
-------------------------------
FULL POWER AND RESPONSIBILITY TO ADMINISTER THE PLAN AND THE TRUST AGREEMENT AND
TO CONSTRUE AND APPLY THEIR PROVISIONS. FOR PURPOSES OF ERISA, THE COMMITTEE
WILL BE THE NAMED FIDUCIARY WITH RESPECT TO THE OPERATION AND ADMINISTRATION OF
THE PLAN AND THE TRUST AGREEMENT AND THE "ADMINISTRATOR" OF THE PLAN AS DEFINED
IN ERISA SECTION 3(16)(A) FOR PURPOSES OF THE REPORTING AND DISCLOSURE
REQUIREMENTS IMPOSED BY ERISA AND THE CODE. IN ADDITION, THE COMMITTEE WILL
HAVE THE POWERS AND DUTIES GRANTED BY THE TERMS OF THE TRUST AGREEMENT. THE
MEMBERS OF THE COMMITTEE, AND ALL OTHER PERSONS WITH DISCRETIONARY CONTROL
RESPECTING THE OPERATION, ADMINISTRATION, CONTROL, OR MANAGEMENT OF THE PLAN OR
THE TRUST FUND, SHALL PERFORM THEIR DUTIES UNDER THE PLAN AND THE TRUST
AGREEMENT SOLELY IN THE INTERESTS OF PARTICIPANTS AND THEIR BENEFICIARIES AND IN
ACCORDANCE WITH RULES AND POLICIES UNIFORMLY APPLICABLE TO ALL SIMILARLY
SITUATED PARTICIPANTS AND BENEFICIARIES.

9.6. SPECIFIC POWERS OF THE COMMITTEE. THE COMMITTEE SHALL
--------------------------------
ADMINISTER THE PLAN AND HAVE ALL POWERS NECESSARY TO ACCOMPLISH THAT PURPOSE,
INCLUDING THE FOLLOWING: (I) RESOLVING ALL QUESTIONS RELATING TO THE
ELIGIBILITY OF EMPLOYEES TO BECOME PARTICIPANTS, (II) DETERMINING THE AMOUNT OF
BENEFITS PAYABLE TO PARTICIPANTS OR THEIR BENEFICIARIES, AND DETERMINING THE
TIME AND MANNER IN WHICH SUCH BENEFITS ARE TO BE PAID, (III) AUTHORIZING AND
DIRECTING ALL DISBURSEMENTS BY THE TRUSTEE FROM THE TRUST FUND, (IV) ENGAGING
ANY ADMINISTRATIVE, LEGAL, MEDICAL, ACCOUNTING, CLERICAL, OR OTHER SERVICES IT
DEEMS APPROPRIATE IN ADMINISTERING THE PLAN OR THE TRUST AGREEMENT, (V)
CONSTRUING AND INTERPRETING THE PLAN AND THE TRUST AGREEMENT (INCLUDING, WITHOUT
LIMITATION, BY SUPPLYING OMISSIONS FROM, CORRECTING DEFICIENCIES IN, OR
RESOLVING INCONSISTENCIES OR AMBIGUITIES IN, THE LANGUAGE OF THE PLAN AND TRUST
AGREEMENT) AND ADOPTING RULES FOR ADMINISTRATION OF THE PLAN AND THE TRUST
AGREEMENT WHICH ARE NOT INCONSISTENT WITH THE TERMS OF SUCH DOCUMENTS, (VI)
COMPILING AND MAINTAINING ALL RECORDS IT DETERMINES TO BE NECESSARY,
APPROPRIATE, OR CONVENIENT IN CONNECTION WITH THE ADMINISTRATION OF THE PLAN AND
THE TRUST AGREEMENT, (VII) DETERMINING THE DISPOSITION OF ASSETS IN THE TRUST
FUND IN THE EVENT THE PLAN IS TERMINATED, (VIII) REVIEWING THE PERFORMANCE OF
THE TRUSTEE WITH RESPECT TO THE TRUSTEE'S ADMINISTRATIVE DUTIES,
RESPONSIBILITIES AND OBLIGATIONS UNDER THE PLAN AND THE TRUST AGREEMENT,
REPORTING TO THE BOARD REGARDING SUCH ADMINISTRATIVE PERFORMANCE OF THE TRUSTEE,
AND RECOMMENDING TO THE BOARD, IF NECESSARY, THE REMOVAL OF THE TRUSTEE AND THE
APPOINTMENT OF A SUCCESSOR TRUSTEE, (IX) APPOINTING AN INVESTMENT MANAGER OR
MANAGERS TO MANAGE ALL OR A PORTION OF THE ASSETS OF THE TRUST FUND, MONITORING
THE PERFORMANCE OF ANY SUCH INVESTMENT MANAGER, AND REMOVING OR REPLACING ANY
SUCH INVESTMENT MANAGER AS IT DEEMS APPROPRIATE; AND (X) MAKING FACTUAL FINDINGS
AND RESOLVING ALL QUESTIONS OF FACT RELATING TO ANY OF THE FOREGOING.

-26-
<PAGE>

9.7. ALLOCATION OF FIDUCIARY RESPONSIBILITY. THE COMMITTEE FROM TIME
--------------------------------------
TO TIME MAY ALLOCATE TO ONE OR MORE OF ITS MEMBERS, AND MAY DELEGATE TO ANY
OTHER PERSONS OR ORGANIZATIONS, ANY OF ITS RIGHTS, POWERS, DUTIES AND
RESPONSIBILITIES WITH RESPECT TO THE OPERATION AND ADMINISTRATION OF THE PLAN
AND THE TRUST AGREEMENT THAT ARE PERMITTED TO BE DELEGATED UNDER ERISA. ANY
SUCH ALLOCATION OR DELEGATION WILL BE MADE IN WRITING, WILL BE REVIEWED
PERIODICALLY BY THE COMMITTEE, AND WILL BE TERMINABLE UPON SUCH NOTICE AS THE
COMMITTEE IN ITS DISCRETION DEEMS REASONABLE AND PROPER UNDER THE CIRCUMSTANCES.
WHENEVER A PERSON OR ORGANIZATION HAS THE POWER AND AUTHORITY UNDER THE PLAN OR
THE TRUST AGREEMENT TO DELEGATE DISCRETIONARY AUTHORITY RESPECTING THE
ADMINISTRATION OF THE PLAN OR THE TRUST FUND TO ANOTHER PERSON OR ORGANIZATION,
THE DELEGATING PARTY'S RESPONSIBILITY WITH RESPECT TO SUCH DELEGATION IS LIMITED
TO THE SELECTION OF THE PERSON TO WHOM AUTHORITY IS DELEGATED AND THE PERIODIC
REVIEW OF SUCH PERSON'S PERFORMANCE AND COMPLIANCE WITH APPLICABLE LAW AND
REGULATIONS. ANY BREACH OF FIDUCIARY RESPONSIBILITY BY THE PERSON TO WHOM
AUTHORITY HAS BEEN DELEGATED WHICH IS NOT PROXIMATELY CAUSED BY THE DELEGATING
PARTY'S FAILURE TO PROPERLY SELECT OR SUPERVISE, AND IN WHICH BREACH THE
DELEGATING PARTY DOES NOT OTHERWISE PARTICIPATE, WILL NOT BE CONSIDERED A BREACH
BY THE DELEGATING PARTY.

9.8. INFORMATION TO BE SUBMITTED TO THE COMMITTEE. TO ENABLE THE
--------------------------------------------
COMMITTEE TO PERFORM ITS FUNCTIONS, THE PARTICIPATING EMPLOYERS WILL SUPPLY FULL
AND TIMELY INFORMATION TO THE COMMITTEE ON ALL MATTERS RELATING TO EMPLOYEES AND
PARTICIPANTS AS THE COMMITTEE MAY REQUIRE AND WILL MAINTAIN SUCH OTHER RECORDS
REQUIRED BY THE COMMITTEE TO DETERMINE THE BENEFITS DUE TO PARTICIPANTS OR THEIR
BENEFICIARIES UNDER THE PLAN.

9.8.1. Claims Procedure. 9.8.1. Filing Claim for Benefits.
---------------- -------------------------
If a Participant or Beneficiary does not receive the benefits which he believes
he is entitled to receive under the Plan, he may file a claim for benefits with
the Company's Vice President, Human Resources (the "Reviewer"). All claims must
be made in writing and signed by the claimant. If the claimant does not furnish
sufficient information to determine the validity of the claim, the Reviewer will
indicate to the claimant any additional information which is required.

9.8.2. Notification by Reviewer. Each claim will be approved
------------------------
or disapproved by the Reviewer within 90 days following the receipt of the
information necessary to process the claim. In the event the Reviewer denies a
claim for benefits in whole or in part, the Reviewer will notify the claimant in
writing of the denial of the claim. Such notice by the Reviewer will also set
forth, in a manner calculated to be understood by the claimant, the specific
reason for such denial, the specific Plan provisions on which the denial is
based, a description of any additional

-27-
<PAGE>

material or information necessary to perfect the claim with an explanation of
why such material or information is necessary, and an explanation of the Plan's
claim review procedure as set forth in Subsection (c). If no action is taken by
the Reviewer on a claim within 90 days, the claim will be deemed to be denied
for purposes of the review procedure.

9.8.3. Review Procedure. A claimant may appeal a denial of his
----------------
claim by requesting a review of the decision by the Committee. An appeal must be
submitted in writing within sixty days after the denial or the deemed denial, as
the case may be, and must (i) request a review of the claim for benefits under
the Plan, (ii) set forth all of the grounds upon which the claimant's request
for review is based and any facts in support thereof, and (iii) set forth any
issues or comments which the claimant deems pertinent to the appeal. The
Committee will make a full and fair review of each appeal and any written
materials submitted in connection with the appeal. The Committee will act upon
each appeal within 60 days after receipt thereof unless special circumstances
require an extension of the time for processing, in which case a decision will
be rendered as soon as possible but not later than 120 days after the appeal is
received. The claimant will be given the opportunity to review pertinent
documents or materials upon submission of a written request to the Committee,
provided the Committee finds the requested documents or materials are pertinent
to the appeal. On the basis of its review, the Committee will make an
independent determination of the claimant's eligibility for benefits under the
Plan. The decision of the Committee on any claim for benefits will be final and
conclusive upon all parties thereto. In the event the Committee denies an appeal
in whole or in part, it will give written notice of the decision to the
claimant, which notice will set forth in a manner calculated to be understood by
the claimant the specific reasons for such denial and which will make specific
reference to the pertinent Plan provisions on which the decision was based.

9.9. SERVICE OF PROCESS. THE COMMITTEE MAY FROM TIME TO TIME
------------------
DESIGNATE AN AGENT OF THE PLAN FOR THE SERVICE OF LEGAL PROCESS. THE COMMITTEE
WILL CAUSE SUCH AGENT TO BE IDENTIFIED IN MATERIALS IT DISTRIBUTES OR CAUSES TO
BE DISTRIBUTED WHEN SUCH IDENTIFICATION IS REQUIRED UNDER APPLICABLE LAW. IN
THE ABSENCE OF SUCH A DESIGNATION, THE COMPANY WILL BE THE AGENT OF THE PLAN FOR
THE SERVICE OF LEGAL PROCESS.

-28-
<PAGE>

9.10. REVIEW OF STATEMENTS. IF A PARTICIPANT OR BENEFICIARY BELIEVES
--------------------
ANY STATEMENT HE RECEIVES REGARDING HIS INTEREST IN THE PLAN IS INCORRECT, SUCH
PARTICIPANT OR BENEFICIARY MAY SUBMIT A WRITTEN REQUEST FOR CORRECTION OR
VERIFICATION OF SUCH STATEMENT TO THE COMMITTEE, AND THE COMMITTEE WILL RESPOND
IN WRITING TO SUCH REQUEST IN THE SAME MANNER AS A CLAIM FOR BENEFITS.

9.11. FUNDING POLICY. THE PLAN IS TO BE FUNDED THROUGH PARTICIPATING
--------------
EMPLOYER CONTRIBUTIONS, CONTRIBUTIONS BY AND ON BEHALF OF PARTICIPANTS, AND
EARNINGS ON SUCH CONTRIBUTIONS; AND BENEFITS WILL BE PAID TO PARTICIPANTS AND
BENEFICIARIES AS PROVIDED IN THE PLAN.

9.12. THE TRUST FUND. THE TRUST FUND WILL BE HELD BY THE TRUSTEE FOR
--------------
THE EXCLUSIVE BENEFIT OF PARTICIPANTS AND BENEFICIARIES. THE ASSETS HELD IN THE
TRUST FUND WILL BE INVESTED AND REINVESTED IN ACCORDANCE WITH THE TERMS OF THE
TRUST AGREEMENT, WHICH IS HEREBY INCORPORATED INTO AND MADE A PART OF THE PLAN.
ALL BENEFITS WILL BE PAID SOLELY OUT OF THE TRUST FUND, AND NO PARTICIPATING
EMPLOYER WILL BE OTHERWISE LIABLE FOR BENEFITS PAYABLE UNDER THE PLAN.

9.13. QUALIFYING EMPLOYER SECURITIES. PURSUANT TO PROCEDURES
------------------------------
ESTABLISHED BY THE COMMITTEE, EACH PARTICIPANT WHO HAS QUALIFYING EMPLOYER
SECURITIES ALLOCATED TO HIS ACCOUNT SHALL BE ENTITLED (I) TO DIRECT THE TRUSTEE
IN A CONFIDENTIAL MANNER AS TO THE MANNER IN WHICH SUCH SECURITIES ARE TO BE
VOTED, AND (2) TO RECEIVE INFORMATION ABOUT THE COMPANY PROVIDED TO THE
COMPANY'S OTHER SHAREHOLDERS.

-29-
<PAGE>

ARTICLE 10.

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
--------------------------------------------

10.1. PRIORITY OVER OTHER PROVISIONS. THE PROVISIONS SET FORTH IN
------------------------------
THIS ARTICLE WILL SUPERSEDE ANY CONFLICTING PROVISIONS OF ARTICLES 3 AND 4.

10.2. DEFINITIONS USED IN THIS ARTICLE. THE FOLLOWING WORDS AND
--------------------------------
PHRASES, WHEN USED WITH INITIAL CAPITAL LETTERS, WILL HAVE THE MEANINGS SET
FORTH BELOW.

10.2.1. "Average Contribution Percentage" means the average of
-------------------------------
the Contribution Percentages of each Participant in a group of Participants.

10.2.2. "Average Deferral Percentage" means the average of the
---------------------------
Deferral Percentages of each Participant in a group of Participants.

10.2.3. "Compensation" means the earnings paid to an Employee
------------
by the Participating Employers which are required to be reported under Code
Sections 6041 and 6051, currently shown as "Wages, tips, other compensation" in
Box 1 of Form W-2. In addition, Compensation includes any contributions made by
the Participating Employers on behalf of an Employee pursuant to a deferral
election under the Plan or under any other employee benefit plan containing a
cash or deferred arrangement under Code Section 401(k) and any amounts that
would have been received as cash but for an election to receive benefits under a
cafeteria plan meeting the requirements of Code Section 125.

10.2.4. "Contribution Percentage" means the ratio (expressed as
-----------------------
a percentage) determined by dividing the total Matching Contributions and After-
tax Contributions made to the Plan by or on behalf of an Eligible Employee for a
Plan Year (but only to the extent such Matching Contributions are not taken into
account in determining the Participant's Deferral Percentage for the Plan Year)
by the Participant's Compensation for the portion of the Plan Year in which he
was a Participant.

10.2.5. "Deferral Percentage" means the ratio (expressed as a
-------------------
percentage) determined by dividing the sum of (A) Deferral Contributions made to
the Plan on behalf of an Eligible Employee, and (B) any Nonelective
Contributions by the

-30-
<PAGE>

Participant's Compensation for the portion of the Plan Year in which he was a
Participant.

10.3. GENERAL ALLOCATION LIMITATION. CONTRIBUTIONS AND OTHER ADDITIONS
-----------------------------
UNDER THE PLAN WITH RESPECT TO A PARTICIPANT SHALL NOT EXCEED THE LIMITATIONS OF
CODE SECTION 415, THE PROVISIONS OF WHICH ARE INCORPORATED BY REFERENCE. TO THE
EXTENT SUCH LIMITS MAY BE APPLIED IN MORE THAN ONE WAY, THE FOLLOWING PROVISIONS
OF THIS SECTION SHALL GOVERN.

10.3.1. Combined Limitations. If the Participant is a participant in
--------------------
any other Qualified Plan sponsored by a Controlled Group Member, his benefit
under such plan or plans shall be aggregated with his benefit under this Plan,
to the extent required under Code Section 415, and his benefit under this Plan
shall be reduced, if necessary, so that the aggregate of such benefits does not
exceed the limitations then in effect under Code Section 415, unless (A) such
other plan or plans expressly provide that such reduction shall be imposed
thereunder, or (B) such plan is a defined benefit plan, in which case its
provisions shall control.

10.3.2. Limitation Year. For purposes of computing the limitations
---------------
on benefits and annual additions under Code Section 415, the Limitation Year for
this Plan is the Plan Year. If the Limitation Year is amended to a different
12-consecutive month period, the new Limitation Year will begin on a date within
the Limitation Year in which the amendment is made.

-31-
<PAGE>

10.3.3. Preferred Correction Method. Notwithstanding the preceding
---------------------------
provisions of this Section, if the Code Section 415 limit is, or would be
exceeded as a result of the allocation of forfeitures, a reasonable error in
estimating the Participant's Compensation, a reasonable error in determining the
amount of Deferral Contributions that may be made with respect to the
Participant, or such other facts and circumstances that the Commissioner of
Internal Revenue Service finds justify this method of correction, the
Participant's (i) After-tax Contributions and, if a correction is still
necessary, (ii) Deferral Contributions, together with earnings attributable
thereto, may be distributed to him to the extent the distribution would reduce
the excess amounts in the Participant's Account. Any such distributed amounts
shall be included for purposes of applying the limitations of Sections 3.1(c)
and 10.4(a) or 10.5(a), as appropriate.

10.4. LIMITATION ON DEFERRAL CONTRIBUTIONS.
------------------------------------

10.4.1. Average Deferral Percentage Test. Notwithstanding any other
--------------------------------
provision of the Plan, effective January 1, 1997, the Average Deferral
Percentage for Eligible Employees who are Highly Compensated Employees for a
Plan Year will not exceed the greater of: (i) the Average Deferral Percentage
for all other Eligible Employees for the preceding Plan Year multiplied by 1.25;
or (ii) the lesser of (A) the Average Deferral Percentage for all other Eligible
Employees for the preceding Plan Year plus two percentage points or (B) the
Average Deferral Percentage for all other Eligible Employees for the preceding
Plan Year multiplied by 2.0.

For purposes of applying the preceding paragraph for any Plan Year, the
Committee may elect to use the Average Deferral Percentage for the Plan Year for
Eligible Employees who are not Highly Compensated Employees rather than for the
next preceding Plan Year, but if such an election is made, it may not be changed
except to the extent provided in applicable governmental regulations, rulings,
or announcements.

10.4.2. Suspension of Deferral Contributions. If at any time during
------------------------------------
a Plan Year the Committee determines, on the basis of estimates made from
information then available, that the limitation described in Subsection (a)
above will not be met for the Plan Year, the Committee in its discretion may
reduce or suspend the Deferral Contributions of one or more Participants who are
Highly Compensated Employees to the extent necessary (i) to enable the Plan to
meet such limitation or (ii) to reduce the amount of excess Deferral
Contributions that would otherwise be distributed pursuant to Subsection (c)
below.

-32-
<PAGE>

10.4.3. Reduction of Excess Deferral Contributions. If, for any Plan
------------------------------------------
Year, the Average Deferral Percentage for Participants who are Highly
Compensated Employees exceeds the limitation described in Subsection (a) above,
the Deferral Percentage for each such Participant will be reduced (on the basis
of the amount of contributions by, or on behalf of, each such Participant) until
the limitation in Subsection (a) is satisfied. In order to reduce a
Participant's Deferral Percentage, the Participant's excess Deferral
Contributions will be distributed to him. If Matching Contributions are taken
into account in determining Deferral Percentages, a Participant's Deferral
Percentage will be reduced by distributing first Deferral Contributions in
excess of the amount of Compensation that was matched and by distributing next
the remaining Deferral Contributions and Matching Contributions, in proportion
to the amount of such contributions for the Plan Year. All distributions under
this Subsection will be increased by Trust Fund earnings and decreased by Trust
Fund losses for the Plan Year and for the period between the end of the Plan
Year and the date of distribution and will be made within two and one-half
months following the close of the Plan Year, if practicable, but in no event
later than the last day of the immediately following Plan Year. The amount of
excess Deferral Contributions distributed pursuant to this Section with respect
to a Participant for the Plan Year will be reduced by any Deferral Contributions
previously distributed to the Participant for the same Plan Year pursuant to
Section 3.1(c).

-33-
<PAGE>

10.4.4. Determination of Earnings and Losses. The earnings and
------------------------------------
losses of the Trust Fund for the Plan Year allocable to the portion of a
Participant's Deferral Contributions that are distributed pursuant to Subsection
(c) above will be determined by multiplying the Trust Fund earnings or losses
for the Plan Year allocable to the Participant's Deferral Contribution Account
by a fraction, the numerator of which is the amount of Deferral Contributions to
be distributed to the Participant and the denominator of which is the balance of
the Participant's Deferral Contribution Account on the last day of the Plan
Year, reduced by the earnings and increased by the losses allocable to such
Account for the Plan Year. The earnings and losses of the Trust Fund allocable
to the Participant's Deferral Contributions that are distributed pursuant to
Subsection (c) for the period between the end of the Plan Year and the date of
such distribution will be determined in accordance with regulations prescribed
by the Secretary of the Treasury interpreting Code Section 401(k). The earnings
and losses of the Trust Fund allocable to the portion of a Participant's
Matching Contributions that are distributed pursuant to Subsection (c) above
will be determined in the manner described in Section 10.5(c).

10.5. LIMITATION ON MATCHING AND AFTER-TAX CONTRIBUTIONS.
--------------------------------------------------

10.5.1. Average Contribution Percentage Test. Notwithstanding any
------------------------------------
other provision of the Plan, effective January 1, 1997, the Average Contribution
Percentage for Eligible Employees who are Highly Compensated Employees for a
Plan Year will not exceed the greater of: (i) the Average Contribution
Percentage for all other Eligible Employees for the preceding Plan Year
multiplied by 1.25; or (ii) the lesser of (A) the Average Contribution
Percentage for all other Eligible Employees for the preceding Plan Year plus two
percentage points or (B) the Average Contribution Percentage for all other
Eligible Employees for the preceding Plan Year multiplied by 2.0.

For purposes of applying the preceding paragraph for any Plan Year, the
Committee may elect to use the Average Contribution Percentage for the Plan Year
for Eligible Employees who are not Highly Compensated Employee rather than for
the next preceding Plan Year, but if such an election is made, it may not be
changed except to the extent provided in applicable governmental regulations,
rulings or announcements.

10.5.2. Reduction of Excess Matching Contributions. If, for any Plan
------------------------------------------
Year, the Average Contribution Percentage for Participants who are Highly
Compensated Employees exceeds the limitation described in Subsection (a) above,
the Contribution Percentage for each such Participant will be reduced (on the
basis of the amount of contributions by, or on behalf of, each such Participant)
until the limitation in Subsection (a) is

-34-
<PAGE>

satisfied. In order to reduce a Participant's Contribution Percentage, the
Participant's After-tax Contributions, and earnings thereon, will be distributed
first, followed by, to the extent necessary, excess Matching Contributions
(increased by Trust Fund earnings and decreased by Trust Fund losses for the
Plan Year and for the period between the end of the Plan Year and the date of
distribution). The distribution will be made to the Participant within two and
one-half months following the close of the Plan Year, if practicable, but in no
event later than the last day of the immediately following Plan Year.

10.5.3. Determination of Earnings and Losses. The earnings and
------------------------------------
losses of the Trust Fund for the Plan Year allocable to the portion of a
Participant's After-tax and Matching Contributions that are distributed pursuant
to Section 10.4 or Subsection (b) above will be determined by multiplying the
Trust Fund earnings or losses for the Plan Year allocable to the Participant's
After-tax or Matching Contribution Account, as the case may be, by a fraction,
the numerator of which is the amount of the contributions to be distributed and
the denominator of which is the balance of the Participant's Matching
Contribution Account on the last day of the Plan Year, reduced by the earnings
and increased by the losses allocable to such Account for the Plan Year,
provided however, that the earnings and losses of the Trust Fund allocable to a
Participant's Contributions that are distributed pursuant to Section 10.4 or
Subsection (b) above for the period between the end of the Plan Year and the
date of such distribution will comply with regulations prescribed by the
Secretary of the Treasury interpreting Code Sections 401(k) and 401(m).

10.6. AGGREGATION RULES.
-----------------

10.6.1. Code Section 401(k). If this Plan satisfies the requirements
-------------------
of Code Section 410(b) only if aggregated with one or more other plans, the
Deferral Percentages of all Participants will be determined as if all such plans
were a single plan. For purposes of the limitation on Deferral Contributions
set forth in this Article, the Average Deferral Percentage for any Participant
who is a Highly Compensated Employee for the Plan Year and who is eligible to
have deferral contributions allocated to his account under two or more plans or
arrangements described in Code Section 401(k) that are maintained by the Company
or any Controlled Group Member will be determined as if all such deferral
contributions were made under a single arrangement.

10.6.2. Code Section 401(m). If this Plan satisfies the requirements
-------------------
of Code Section 410(b) only if aggregated with one or more other plans, the
Contribution Percentages of all Participants will be determined as if all such
plans were a single plan. In addition, the Contribution Percentage of a

-35-
<PAGE>

Participant who is a Highly Compensated Employee for a Plan Year and who is
eligible to receive Matching Contributions allocated to his account under two or
more Defined Contribution Plans maintained by the Company or a Controlled Group
Member will be determined as if all such contributions were made to a single
plan.

10.7. MULTIPLE USE OF ALTERNATIVE LIMITATION
--------------------------------------

10.7.1. Notwithstanding the foregoing provisions of this Article 10
if, after the application of Sections 10.4 and 10.5, the sum of the Average
Deferral Percentage and the Average Contribution Percentage for the group of
Eligible Employees who are Highly Compensated Employees for a Plan Year exceeds
the aggregate limit (as defined below) for the Plan Year, then the contributions
made for such Plan Year for Eligible Employees who are Highly Compensated
Employees shall be reduced so that the aggregate limit is not exceeded. Such
reductions shall be made first in contributions made pursuant to Section 3.1
(but only to the extent a Matching Contribution was not made with respect to
such contributions) and then in Matching Contributions. Reductions in
contributions shall be made in the manner provided in Section 10.4 or Section
10.5, whichever is applicable. The amount by which a Highly Compensated
Employee's contributions is reduced in accordance with the foregoing shall be
treated as an excess contribution under Section 10.4 or Section 10.5, whichever
the case may be. For the purposes of this Section, the Average Deferral
Percentage and Average Contribution Percentage of Eligible Employees who are
Highly Compensated Employees are determined after any reductions required for
such Plan Year under Sections 10.4 and 10.5, respectively.

No reduction, however, shall be required by this Section for a Plan
Year if either (i) the Average Deferral Percentage of the Eligible Employees who
are Highly Compensated Employees does not exceed 1.25 multiplied by the Average
Deferral Percentage for the next preceding Plan Year for Eligible Employees who
are not Highly Compensated Employees, or (b) the Average Contribution Percentage
of Eligible Employees who are Highly Compensated Employees does not exceed 1.25
multiplied by the Average Contribution Percentage for the next preceding Plan
Year for Eligible Employees who are not Highly Compensated Employees.

10.7.2. For purposes of this Section, the term "aggregate limit" for
a Plan Year means the sum of (i) 125% of the greater of (A) the Average Deferral
Percentage for the next preceding Plan Year for Eligible Employees who are not
Highly Compensated Employees or (B) the Average Contribution Percentage for the
next preceding Plan Year for Eligible Employees who are not Highly Compensated
Employees, and (ii) the lesser of (A) 200% of, or (B) two percentage points
plus, the lesser of such Average

-36-
<PAGE>

Deferral Percentage or Average Contribution Percentage. If it would result in a
larger aggregate limit, the word "lesser" is substituted for the word "greater"
in subpart (i) of this paragraph, and the word "greater" is substituted for the
word "lesser" the second place it is used in subpart (ii) of this paragraph.

10.7.3. For purposes of applying the provisions of this Section, if
pursuant to Section 10.4 or 10.5, respectively, the Committee has elected to use
the Average Deferral Percentage and/or Average Contribution Percentage for the
Plan Year for Eligible Employees who are not Highly Compensated Employees rather
than for the next preceding Plan Year, then such election shall also apply for
purposes of this Section.

-37-
<PAGE>

ARTICLE 11.

RESTRICTIONS ON DISTRIBUTIONS
-----------------------------

11.1. PRIORITY OVER OTHER DISTRIBUTION PROVISIONS. THE PROVISIONS SET
-------------------------------------------
FORTH IN THIS ARTICLE WILL SUPERSEDE ANY CONFLICTING PROVISIONS OF ARTICLE 6 OR
ARTICLE 7.

11.2. GENERAL RESTRICTIONS.
--------------------

11.2.1. Distributions Prior to a Separation from Service. Except for
------------------------------------------------
distributions permitted under Article 6 with respect to Participants who have
attained at least age 59-1/2 or suffer a hardship, no portion of a Participant's
Deferral Contribution Account shall be distributed before the Participant's
separation from service, disability, or death unless: (i) the Plan is
terminated without the establishment or maintenance by the Participating
Employers of another defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)) (ii) a Participating
Employer that is a corporation disposes of all or substantially all of the
assets used by the Participating Employer in a trade or business to a person
other than a Controlled Group Member, but only if the Participant continues
employment with the acquiring employer; or (iii) a Participating Employer that
is a corporation disposes of its interest in a subsidiary to a person other than
a Controlled Group Member, but only if the Participant continues employment with
the subsidiary. An event will not be treated as described in clause (ii) or
(iii) above unless the Participating Employer continues to maintain the Plan
after the disposition.

11.2.2. Lump Sum Distribution Required. To be permitted under
------------------------------
Subsection (a), a distribution must be made in the form of a "lump sum
distribution," within the meaning of Code Section 401(k)(10)(B).

11.3. RESTRICTIONS ON COMMENCEMENT OF DISTRIBUTIONS. THE PROVISIONS
---------------------------------------------
OF THIS SECTION WILL APPLY TO RESTRICT THE COMMITTEE'S ABILITY TO DELAY THE
COMMENCEMENT OF DISTRIBUTIONS. UNLESS A PARTICIPANT ELECTS OTHERWISE IN
WRITING, DISTRIBUTION OF THE PARTICIPANT'S VESTED INTEREST IN HIS ACCOUNT WILL
BEGIN NO LATER THAN THE 60TH DAY AFTER THE CLOSE OF THE PLAN YEAR IN WHICH
OCCURS THE LATEST OF (I) THE DATE ON WHICH THE PARTICIPANT ATTAINS AGE 65, (II)
THE TENTH ANNIVERSARY OF THE PLAN YEAR IN WHICH THE PARTICIPANT BEGAN
PARTICIPATION IN THE PLAN, OR (III) THE PARTICIPANT'S TERMINATION OF EMPLOYMENT.

-38-
<PAGE>

11.4. REQUIRED DISTRIBUTIONS. DISTRIBUTIONS UNDER THE PLAN TO
----------------------
PARTICIPANTS OR BENEFICIARIES WILL BE MADE IN ACCORDANCE WITH CODE SECTION
401(A)(9) AND THE TREASURY REGULATIONS ISSUED THEREUNDER, THE PROVISIONS OF
WHICH ARE INCORPORATED BY REFERENCE.

11.5. DELAYED PAYMENTS. IF THE AMOUNT OF A DISTRIBUTION REQUIRED TO
----------------
BEGIN ON A DATE DETERMINED UNDER THE APPLICABLE PROVISIONS OF THE PLAN CANNOT BE
ASCERTAINED BY SUCH DATE, OR IF IT IS NOT POSSIBLE TO MAKE SUCH PAYMENT ON SUCH
DATE BECAUSE THE COMMITTEE HAS BEEN UNABLE TO LOCATE A PARTICIPANT OR
BENEFICIARY AFTER MAKING REASONABLE EFFORTS TO DO SO, A PAYMENT RETROACTIVE TO
SUCH DATE MAY BE MADE NO LATER THAN 60 DAYS AFTER THE EARLIEST DATE ON WHICH THE
AMOUNT OF SUCH PAYMENT CAN BE ASCERTAINED OR THE DATE ON WHICH THE PARTICIPANT
OR BENEFICIARY IS LOCATED (WHICHEVER IS APPLICABLE).

-39-
<PAGE>

ARTICLE 12.

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

12.1. PRIORITY OVER OTHER PLAN PROVISIONS. IF THE PLAN IS OR BECOMES
-----------------------------------
A TOP-HEAVY PLAN IN ANY PLAN YEAR, THE PROVISIONS OF THIS ARTICLE WILL SUPERSEDE
ANY CONFLICTING PROVISIONS OF THE PLAN. HOWEVER, THE PROVISIONS OF THIS ARTICLE
WILL NOT OPERATE TO INCREASE THE RIGHTS OR BENEFITS OF PARTICIPANTS UNDER THE
PLAN EXCEPT TO THE EXTENT REQUIRED BY CODE SECTION 416 AND OTHER PROVISIONS OF
LAW APPLICABLE TO TOP-HEAVY PLANS.

12.2. DEFINITIONS USED IN THIS ARTICLE. THE FOLLOWING WORDS AND
--------------------------------
PHRASES, WHEN USED WITH INITIAL CAPITAL LETTERS, WILL HAVE THE MEANINGS SET
FORTH BELOW.

12.2.1. "Defined Benefit Dollar Limitation" means the dollar
---------------------------------
limitation described in Code Section 415(b).

12.2.2. "Defined Benefit Plan" means a Qualified Plan that is not a
--------------------
Defined Contribution Plan.

12.2.3. "Defined Contribution Dollar Limitation" means the dollar
--------------------------------------
limitation described in Code Section 514(c).

12.2.4. "Defined Contribution Plan" means a Qualified Plan that
-------------------------
provides for individual participant accounts.

12.2.5. "Determination Date" means the last day of the preceding
------------------
Plan Year.

12.2.6. "Determination Period" means the Plan Year containing the
--------------------
Determination Date and the four preceding Plan Years.

12.2.7. "Includable Compensation" means the compensation described
-----------------------
in Section 10.2(o).

12.2.8. "Key Employee" means any Employee or former Employee (and
------------
the Beneficiary of a deceased Employee) who at any time during the Determination
Period was (i) an officer of a Controlled Group Member, if such individual's
Includable

-40-
<PAGE>

Compensation (modified as described below) exceeds 50% of the Defined Benefit
Dollar Limitation, (ii) an owner (or considered an owner under Code Section 318)
of one of the ten largest interests in a Controlled Group Member, if such
individual's Includable Compensation exceeds the Defined Contribution Dollar
Limitation, (iii) a 5-percent owner of a Controlled Group Member, or (iv) a 1-
percent owner of a Controlled Group Member who has annual Includable
Compensation of more than $150,000. The determination of who is a Key Employee
will be made in accordance with Code Section 416(i). For purposes of this
Subsection only, Includable Compensation will include salary reduction
contributions pursuant to a cash or deferred arrangement under Code Section
401(k) or a cafeteria plan meeting the requirements of Code Section 125.

12.2.9. "Minimum Allocation" means the allocation described in the
------------------
first sentence of Section 12.3(a).

12.2.10. "Permissive Aggregation Group" means the Required
----------------------------
Aggregation Group of Qualified Plans plus any other Qualified Plan or Qualified
Plans of a Controlled Group Member which, when considered as a group with the
Required Aggregation Group, would continue to satisfy the requirements of Code
Sections 401(a)(4) and 410 (including simplified employee pension plans).

12.2.11. "Present Value" means present value based only on the
-------------
interest and mortality rates specified in a Defined Benefit Plan.

12.2.12. "Required Aggregation Group" means the group of plans
--------------------------
consisting of (i) each Qualified Plan (including simplified employee pension
plans) of a Controlled Group Member in which at least one Key Employee
participates, and (ii) any other Qualified Plan (including simplified employee
pension plans) of a Controlled Group Member which enables a Qualified Plan to
meet the requirements of Code Sections 401(a)(4) or 410.

-41-
<PAGE>

12.2.13. "Top-Heavy Plan" means the Plan for any Plan Year in which
--------------
any of the following conditions exists: (i) if the Top-Heavy Ratio for the Plan
exceeds 60% and the Plan is not a part of any Required Aggregation Group or
Permissive Aggregation Group of Qualified Plans; (ii) if the Plan is a part of a
Required Aggregation Group but not part of a Permissive Aggregation Group of
Qualified Plans and the Top-Heavy Ratio for the Required Aggregation Group
exceeds 60%; or (iii) if the Plan is a part of a Required Aggregation Group and
part of a Permissive Aggregation Group of Qualified Plans and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds 60%.

12.2.14. "Top-Heavy Ratio" means a fraction, the numerator of which
---------------
is the sum of the Present Value of accrued benefits and the account balances
(as required by Code Section 416)) of all Key Employees with respect to such
Qualified Plans as of the Determination Date (including any part of any accrued
benefit or account balance distributed during the five-year period ending on the
Determination Date), and the denominator of which is the sum of the Present
Value of the accrued benefits and the account balances (including any part of
any accrued benefit or account balance distributed in the five-year period
ending on the Determination Date) of all Employees with respect to such
Qualified Plans as of the Determination Date. The value of account balances and
the Present Value of accrued benefits will be determined as of the most recent
Top-Heavy Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Code Section 416 for the
first and second Plan Years of a Defined Benefit Plan. The account balances and
accrued benefits of a participant who is not a Key Employee but who was a Key
Employee in a prior year will be disregarded. The calculation of the Top-Heavy
Ratio, and the extent to which distributions, rollovers, transfers and
contributions unpaid as of the Determination Date are taken into account will be
made in accordance with Code Section 416. Employee contributions described in
Code Section 219(e)(2) will not be taken into account for purposes of computing
the Top-Heavy Ratio. When aggregating plans, the value of account balances and
accrued benefits will be calculated with reference to the Determination Dates
that fall within the same calendar year. The accrued benefit of any Employee
other than a Key Employee will be determined under the method, if any, that
uniformly applies for accrual purposes under all Qualified Plans maintained by
all Controlled Group Members and included in a Required Aggregation Group or a
Permissive Aggregation Group or, if there is no such method, as if the benefit
accrued not more rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Code Section 411(b)(1)(C). Notwithstanding the
foregoing, the account balances and accrued benefits of any Employee who has not
performed services for an employer maintaining any of the aggregated plans
during the five-year period ending on the Determination Date will not be taken
into account for purposes of this Subsection.

-42-
<PAGE>

12.2.15. "Top-Heavy Valuation Date" means the last day of each Plan
------------------------
Year.

12.3. MINIMUM ALLOCATION.
------------------

12.3.1. Calculation of Minimum Allocation. For any Plan Year in
---------------------------------
which the Plan is a Top-Heavy Plan, each Participant who is not a Key Employee
will receive an allocation of Participating Employer contributions and
forfeitures of not less than the lesser of 3% of his Includable Compensation for
such Plan Year or the percentage of Includable Compensation that equals the
largest percentage of Participating Employer contributions and forfeitures
allocated to a Key Employee. The Minimum Allocation is determined without
regard to any Social Security contribution. Deferral Contributions made on
behalf of Participants who are not Key Employees will not be treated as
Participating Employer contributions for purposes of the Minimum Allocation.
Matching Contributions and After-tax Contributions that are allocated to
Participants who are not Key Employees and that are taken into account in
determining a Participant's Deferral Percentage or Contribution Percentage will
not be treated as Participating Employer contributions for such Plan Year for
purposes of the Minimum Allocation. The Minimum Allocation applies even though
under other Plan provisions the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the Plan
Year because (i) the non-Key Employee fails to make mandatory contributions to
the Plan, (ii) the non-Key Employee's Includable Compensation is less than a
stated amount, or (iii) the non-Key Employee fails to complete 1,000 Hours of
Service in the Plan Year.

12.3.2. Limitation on Minimum Allocation. No Minimum Allocation will
--------------------------------
be provided pursuant to Subsection (a) to a Participant who is not employed by a
Controlled Group Member on the last day of the Plan Year.

12.3.3. Minimum Allocation When Participant is Covered by Another
---------------------------------------------------------
Qualified Plan. If a Controlled Group Member maintains one or more other
- --------------
Defined Contribution Plans covering Employees who are Participants in this Plan,
the Minimum Allocation will be provided under this Plan, unless such other
Defined Contribution Plans make explicit reference to this Plan and provide that
the Minimum Allocation will not be provided under this Plan, in which case the
provisions of Subsection (a) will not apply to any Participant covered under
such other Defined Contribution Plans. If a Controlled Group Member maintains
one or more Defined Benefit Plans covering Employees who are Participants in
this Plan, and such Defined Benefit Plans provide that Employees who are
participants therein will accrue the minimum benefit applicable to top-heavy
Defined Benefit Plans

-43-
<PAGE>

notwithstanding their participation in this Plan then the provisions of
Subsection (a) will not apply to any Participant covered under such Defined
Benefit Plans. If a Controlled Group Member maintains one or more Defined
Benefit Plans covering Employees who are Participants in this Plan, and the
provisions of the preceding sentence do not apply, then each Participant who is
not a Key Employee and who is covered by such Defined Benefit Plans will receive
a Minimum Allocation determined by applying the provisions of Subsection (a)
with the substitution of "5%" in each place that "3%" occurs therein.

12.3.4. Nonforfeitability. The Participant's Minimum Allocation, to
-----------------
the extent required to be nonforfeitable under Code Section 416(b) and the
special vesting schedule provided in this Article, may not be forfeited under
Code Section 411(a)(3)(B) (relating to suspension of benefits on reemployment)
or 411(a)(3)(D) (relating to withdrawal of mandatory contributions).

12.4. MODIFICATION OF AGGREGATE BENEFIT LIMIT.
---------------------------------------

12.4.1. Modification. Subject to the provisions of Subsection (b),
------------
in any Plan Year in which the Top-Heavy Ratio exceeds 60%, the aggregate benefit
limit described in Code Section 415 will be modified by substituting "100%" for
"125%."

12.4.2. Exception. The modification of the aggregate benefit limit
---------
described in Subsection (a) will not be required if the Top-Heavy Ratio does not
exceed 90% and one of the following conditions is met: (i) Employees who are
not Key Employees do not participate in both a Defined Benefit Plan and a
Defined Contribution Plan which are in the Required Aggregation Group, and the
Minimum Allocation requirements of Section 12.3(a) are met when such
requirements are applied with the substitution of "4%" for "3%"; (ii) the
Minimum Allocation requirements of Section 12.3(c) are met when such
requirements are applied with the substitution of "7 1/2%" for "5%"; or (iii)
Employees who are not Key Employees have an accrued benefit of not less than 3%
of their average Includable Compensation for the five consecutive Plan Years in
which they had the highest Includable Compensation multiplied by their Years of
Service in the which the Plan is a Top-Heavy Plan (not to exceed a total such
benefit of 30%), expressed as a life annuity commencing at the Participant's
normal retirement age in a Defined Benefit Plan which is in the Required
Aggregation Group.

-44-
<PAGE>

ARTICLE 13.

AMENDMENT OF THE PLAN
---------------------

13.1. RIGHT OF COMPANY TO AMEND PLAN. THE COMPANY RESERVES THE RIGHT
------------------------------
TO AMEND THE PLAN AT ANY TIME AND FROM TIME TO TIME TO THE EXTENT IT MAY DEEM
ADVISABLE OR APPROPRIATE, PROVIDED THAT (I) NO AMENDMENT WILL INCREASE THE
DUTIES OR LIABILITIES OF THE TRUSTEE WITHOUT ITS WRITTEN CONSENT; (II) NO
AMENDMENT WILL CAUSE A REVERSION OF PLAN ASSETS TO THE PARTICIPATING EMPLOYERS
NOT OTHERWISE PERMITTED UNDER THE PLAN; (III) NO AMENDMENT WILL HAVE THE EFFECT
OF REDUCING THE PERCENTAGE OF THE VESTED INTEREST OF ANY PARTICIPANT IN HIS
ACCOUNT, NOR WILL THE VESTING PROVISIONS OF THE PLAN BE AMENDED UNLESS EACH
PARTICIPANT WITH AT LEAST THREE YEARS OF SERVICE (INCLUDING YEARS OF SERVICE
OTHERWISE DISREGARDED PURSUANT TO THE REEMPLOYMENT PROVISIONS OF SUCH DEFINITION
IS PERMITTED TO ELECT TO CONTINUE TO HAVE THE PRIOR VESTING PROVISIONS APPLY TO
HIM, WITHIN 60 DAYS AFTER THE LATEST OF THE DATE ON WHICH THE AMENDMENT IS
ADOPTED, THE DATE ON WHICH THE AMENDMENT IS EFFECTIVE, OR THE DATE ON WHICH THE
PARTICIPANT IS ISSUED WRITTEN NOTICE OF THE AMENDMENT; AND (IV) NO AMENDMENT
WILL BE EFFECTIVE TO THE EXTENT THAT IT HAS THE EFFECT OF DECREASING A
PARTICIPANT'S ACCOUNT BALANCE, ELIMINATING AN OPTIONAL FORM OF DISTRIBUTION AS
IT APPLIES TO AN EXISTING ACCOUNT BALANCE, OR OTHERWISE VIOLATING CODE SECTION
411(D)(6).

13.2. AMENDMENT PROCEDURE. ANY AMENDMENT TO THE PLAN WILL BE MADE
-------------------
ONLY PURSUANT TO ACTION OF THE BOARD, EXCEPT THAT AN AMENDMENT THAT DOES NOT ADD
MATERIALLY TO THE COST OF MAINTAINING THE PLAN MAY BE EXECUTED BY THE COMMITTEE.
A CERTIFIED COPY OF THE RESOLUTIONS ADOPTING ANY AMENDMENT AND A COPY OF THE
ADOPTED AMENDMENT AS EXECUTED WILL BE DELIVERED TO THE COMMITTEE OR THE BOARD,
AS THE CASE MAY BE, AND TO THE TRUSTEE. UPON SUCH ACTION, THE PLAN WILL BE
DEEMED AMENDED AS OF THE DATE SPECIFIED AS THE EFFECTIVE DATE BY SUCH ACTION OR
IN THE INSTRUMENT OF AMENDMENT. THE EFFECTIVE DATE OF ANY AMENDMENT MAY BE
BEFORE, ON OR AFTER THE DATE OF SUCH ACTION.

13.3. EFFECT ON PARTICIPATING EMPLOYERS. UNLESS AN AMENDMENT
---------------------------------
EXPRESSLY PROVIDES OTHERWISE, ALL PARTICIPATING EMPLOYERS WILL BE BOUND BY ANY
AMENDMENT TO THE PLAN.

-45-
<PAGE>

ARTICLE 14.

TERMINATION AND PARTIAL TERMINATION
-----------------------------------

14.1. CONTINUANCE OF PLAN. THE PARTICIPATING EMPLOYERS EXPECT TO
-------------------
CONTINUE THE PLAN INDEFINITELY, BUT THEY DO NOT ASSUME AN INDIVIDUAL OR
COLLECTIVE CONTRACTUAL OBLIGATION TO DO SO, AND THE RIGHT IS RESERVED TO THE
COMPANY, BY ACTION OF THE BOARD, TO TERMINATE THE PLAN OR TO COMPLETELY
DISCONTINUE CONTRIBUTIONS THERETO AT ANY TIME. IN ADDITION, SUBJECT TO
REMAINING PROVISIONS OF THIS ARTICLE, ANY PARTICIPATING EMPLOYER AT ANY TIME MAY
DISCONTINUE ITS PARTICIPATION IN THE PLAN WITH RESPECT TO ITS EMPLOYEES.

14.2. COMPLETE VESTING. IF THE PLAN IS TERMINATED, OR IF THERE IS A
----------------
COMPLETE DISCONTINUANCE OF CONTRIBUTIONS TO THE PLAN BY THE PARTICIPATING
EMPLOYERS, THE AMOUNTS ALLOCATED OR TO BE ALLOCATED TO THE ACCOUNTS OF ALL
AFFECTED PARTICIPANTS WILL BECOME 100% VESTED. IN THE EVENT OF A PARTIAL
TERMINATION OF THE PLAN, THE AMOUNTS ALLOCABLE TO THE ACCOUNTS OF THOSE
PARTICIPANTS WHO CEASE TO PARTICIPATE ON ACCOUNT OF THE FACTS AND CIRCUMSTANCES
WHICH RESULT IN THE PARTIAL TERMINATION WILL BECOME 100% VESTED.

14.3. DISPOSITION OF THE TRUST FUND. IF THE PLAN IS TERMINATED, OR
-----------------------------
IF THERE IS A COMPLETE DISCONTINUANCE OF CONTRIBUTIONS TO THE PLAN, THE
COMMITTEE WILL INSTRUCT THE TRUSTEE EITHER (I) TO CONTINUE TO ADMINISTER THE
PLAN AND PAY BENEFITS IN ACCORDANCE WITH THE PLAN UNTIL THE TRUST FUND HAS BEEN
DEPLETED, OR (II) TO DISTRIBUTE THE ASSETS REMAINING IN THE TRUST FUND. IF THE
TRUST FUND IS TO BE DISTRIBUTED, THE COMMITTEE WILL MAKE, AFTER DEDUCTING
ESTIMATED EXPENSES FOR TERMINATION OF THE TRUST FUND AND DISTRIBUTION OF ITS
ASSETS, THE ALLOCATIONS REQUIRED UNDER THE PLAN AS THOUGH THE DATE OF COMPLETION
OF THE TRUST FUND TERMINATION WERE A VALUATION DATE. THE TRUSTEE WILL
DISTRIBUTE TO EACH PARTICIPANT THE AMOUNT CREDITED TO HIS ACCOUNT AS OF THE DATE
OF COMPLETION OF THE TRUST FUND TERMINATION.

14.4. WITHDRAWAL BY A PARTICIPATING EMPLOYER. A PARTICIPATING
--------------------------------------
EMPLOYER MAY WITHDRAW FROM PARTICIPATION IN THE PLAN OR COMPLETELY DISCONTINUE
CONTRIBUTIONS TO THE PLAN ONLY WITH THE APPROVAL OF THE BOARD. IF ANY
PARTICIPATING EMPLOYER WITHDRAWS FROM THE PLAN, OR COMPLETELY DISCONTINUES
CONTRIBUTIONS TO THE PLAN, A COPY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS
OF THE PARTICIPATING EMPLOYER ADOPTING SUCH ACTION, CERTIFIED BY THE SECRETARY
OF SUCH BOARD OF DIRECTORS AND REFLECTING APPROVAL BY THE BOARD, WILL BE
DELIVERED TO THE COMMITTEE AS SOON AS IT IS ADMINISTRATIVELY FEASIBLE TO DO SO,
AND THE COMMITTEE WILL

-46-
<PAGE>

COMMUNICATE SUCH ACTION TO THE TRUSTEE AND TO THE EMPLOYEES OF THE PARTICIPATING
EMPLOYER.

-47-
<PAGE>

ARTICLE 15.

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

15.1. REVERSION PROHIBITED.
--------------------

15.1.1. General Rule. Except as provided in Subsections (b), and
------------
(c), it shall be impossible for any part of the Trust Fund either (i) to be used
for or diverted to purposes other than those which are for the exclusive benefit
of Participants and their Beneficiaries (except for the payment of taxes and
administrative expenses), or (ii) to revert to a Controlled Group Member.

15.1.2. Disallowed Contributions. Each contribution of the
------------------------
Participating Employers under the Plan is expressly conditioned upon the current
deductibility of the contribution under Code Section 404. If all or part of a
Participating Employer's contribution is disallowed as a deduction under Code
Section 404, such disallowed amount (reduced by any Trust Fund losses
attributable thereto) may be returned by the Trustee to the Participating
Employer with respect to which the deduction was disallowed (upon the direction
of the Committee) within one year after the disallowance.

15.1.3. Mistaken Contributions. If a contribution is made by a
----------------------
Participating Employer by reason of a mistake of fact, then so much of the
contribution as was made as a result of the mistake (reduced by any Trust Fund
losses attributable thereto) may be returned by the Trustee to the Participating
Employer (upon direction of the Committee) within one year after the mistaken
contribution was made.

15.2. BONDING, INSURANCE, AND INDEMNITY.
---------------------------------

15.2.1. Bonding. To the extent required under ERISA, the
-------
Participating Employers will obtain, pay for and keep current a bond or bonds
with respect to each Committee member and each Employee who receives, handles,
disburses, or otherwise exercises custody or control of, any of the assets of
the Plan.

15.2.2. Insurance. The Participating Employers, in their discretion,
---------
may obtain, pay for and keep current a policy or policies of insurance, insuring
the Committee members, the members of the board of directors of each
Participating Employer and other Employees to whom any fiduciary responsibility
with

-48-
<PAGE>

respect to the administration of the Plan has been delegated against any and all
costs, expenses and liabilities (including attorneys' fees) incurred by such
persons as a result of any act, or omission to act, in connection with the
performance of their duties, responsibilities and obligations under the Plan and
any applicable law.

15.2.3. Indemnity. If the Participating Employers do not obtain, pay
---------
for and keep current the type of insurance referred to in Subsection (b), or if
such insurance is provided but any of the parties referred to in Subsection (b)
incur any costs or expenses which are not covered under such policies, then the
Participating Employers will indemnify and hold harmless, to the extent
permitted by law, such parties against any and all costs, expenses, and
liabilities (including attorneys' fees) incurred by such parties in performing
their duties and responsibilities under this Plan, provided that such party or
parties were acting in good faith within what was reasonably believed to have
been the best interests of the Plan and its Participants.

15.3. MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. THERE WILL BE NO
-------------------------------------------
MERGER OR CONSOLIDATION OF ALL OR ANY PART OF THE PLAN WITH, OR TRANSFER OF THE
ASSETS OR LIABILITIES OF ALL OR ANY PART OF THE PLAN TO, ANY OTHER QUALIFIED
PLAN UNLESS EACH PARTICIPANT WHO REMAINS A PARTICIPANT HEREUNDER AND EACH
PARTICIPANT WHO BECOMES A PARTICIPANT IN THE OTHER QUALIFIED PLAN WOULD RECEIVE
A BENEFIT IMMEDIATELY AFTER THE MERGER, CONSOLIDATION OR TRANSFER (DETERMINED AS
IF THE OTHER QUALIFIED PLAN AND THE PLAN WERE THEN TERMINATED) WHICH IS EQUAL TO
OR GREATER THAN THE BENEFIT THEY WOULD HAVE BEEN ENTITLED TO RECEIVE UNDER THE
PLAN IMMEDIATELY BEFORE THE MERGER, CONSOLIDATION OR TRANSFER IF THE PLAN HAD
THEN TERMINATED.

15.4. SPENDTHRIFT CLAUSE. THE RIGHTS OF ANY PARTICIPANT OR
------------------
BENEFICIARY TO AND IN ANY BENEFITS UNDER THE PLAN WILL NOT BE SUBJECT TO
ASSIGNMENT OR ALIENATION, AND NO PARTICIPANT OR BENEFICIARY WILL HAVE THE POWER
TO ASSIGN, TRANSFER OR DISPOSE OF SUCH RIGHTS, NOR WILL ANY SUCH RIGHTS TO
BENEFITS BE SUBJECT TO ATTACHMENT, EXECUTION, GARNISHMENT, SEQUESTRATION, THE
LAWS OF BANKRUPTCY OR ANY OTHER LEGAL OR EQUITABLE PROCESS. THIS SECTION WILL
NOT APPLY TO A QUALIFIED DOMESTIC RELATIONS ORDER. DISTRIBUTIONS MAY BE MADE TO
AN ALTERNATE PAYEE UNDER SUCH AN ORDER AT THE TIME OR TIMES PROVIDED THEREUNDER.

15.5. NO EMPLOYMENT RIGHTS. PARTICIPATION IN THE PLAN WILL NOT GIVE
--------------------
ANY PARTICIPANT THE RIGHT TO BE RETAINED IN THE EMPLOY OF A CONTROLLED GROUP
MEMBER OR ANY RIGHT OR INTEREST IN THE PLAN OR THE TRUST FUND EXCEPT AS
EXPRESSLY PROVIDED HEREIN.

-49-
<PAGE>

15.6. GENDER, TENSE, AND HEADINGS. WHENEVER ANY WORDS ARE USED
---------------------------
HEREIN IN THE MASCULINE GENDER, THEY WILL BE CONSTRUED AS THOUGH THEY WERE ALSO
USED IN THE FEMININE GENDER IN ALL CASES WHERE THEY WOULD SO APPLY. WHENEVER
ANY WORDS USED HEREIN ARE IN THE SINGULAR FORM, THEY WILL BE CONSTRUED AS THOUGH
THEY WERE ALSO USED IN THE PLURAL FORM IN ALL CASES WHERE THEY WOULD SO APPLY.
HEADINGS OF ARTICLES, SECTIONS, AND SUBSECTIONS AS USED HEREIN ARE INSERTED
SOLELY FOR CONVENIENCE AND REFERENCE AND CONSTITUTE NO PART OF THE PLAN.

15.7. VETERANS' RIGHTS. NOTWITHSTANDING ANY PROVISION OF THIS PLAN
----------------
TO THE CONTRARY, CONTRIBUTIONS, BENEFITS, AND SERVICE CREDIT WITH RESPECT TO
QUALIFIED MILITARY SERVICE WILL BE PROVIDED IN ACCORDANCE WITH CODE SECTION
414(U). LOAN REPAYMENTS WILL BE SUSPENDED UNDER THIS PLAN AS PERMITTED UNDER
CODE SECTION 414(U)(4).

15.8. GOVERNING LAW. THE PLAN WILL BE CONSTRUED AND GOVERNED IN ALL
-------------
RESPECTS IN ACCORDANCE WITH APPLICABLE FEDERAL LAW AND, TO THE EXTENT NOT
PREEMPTED BY SUCH FEDERAL LAW, IN ACCORDANCE WITH THE LAWS OF THE STATE OF
MISSISSIPPI.

Executed this 21st day of May, 1998.

Mobile Telecommunication
Technologies Corp.

By /s/ Robert T. Pike
------------------------------------------
Robert T. Pike
Senior Vice President-Administration

-50-

<PAGE>

TRUST AGREEMENT
between

MERRILL LYNCH TRUST COMPANY OF AMERICA, as the Trustee
and
MOBILE TELECOMMUNICATIONS TECHNOLOGIES CORP., as the Employer

Trust Agreement entered into as of February 2, 1998 by and between the
above-named employer (the "Employer") and Merrill Lynch Trust Company of
America, an Illinois Corporation (the "Trustee"), with respect to a trust
("Trust") forming part of the Mobile Telecommunications Technologies Corp.
401(k) Employee Retirement Plan and Trust (the "Plan").

The Employer and the Trustee hereby agree as follows:

ARTICLE I

STATUS OF TRUST AND APPOINTMENT
AND ACCEPTANCE OF TRUSTEE

1.01 STATUS OF TRUST. The Trust is intended to be a qualified trust under
section 401 (a) of the Internal Revenue Code of 1986, as amended from time to
time (the "Code"), and exempt from taxation pursuant to section 501 (a) of the
Code.

1.02 APPOINTMENT OF TRUSTEE. The Employer represents that all necessary
action has been taken for the appointment of the Trustee as trustee of the Trust
and that the Trust Agreement constitutes a legal, valid and binding obligation
of the Employer.

1.03 ACCEPTANCE OF APPOINTMENT. The Trustee accepts its appointment as
trustee of the Trust.

1.04 TITLE OF TRUST. The Trust shall be known as the Mobile
Telecommunications Technologies Corp. 401(k) Employee Retirement Plan and Trust.

1.05 EFFECTIVENESS. This Trust Agreement shall not become effective until
executed and delivered by both the Employer and the Trustee.
<PAGE>

ARTICLE II

ADMINISTRATIVE AND INVESTMENT FIDUCIARIES

2.01 NAMED ADMINISTRATIVE AND INVESTMENT FIDUCIARIES. For purposes of
this Trust Agreement, the term "Named Administrative Fiduciary" refers to the
person named or provided for in the Plan as responsible for the administration
and operation of the Plan, and the term "Named Investment Fiduciary" refers to
the person provided for in the Plan as responsible for the investment and
management of Plan assets to the extent provided for in this Trust Agreement.
The Named Administrative Fiduciary and the Named Investment Fiduciary may be the
same person. If any such person is not named or provided for, is not then
serving, the Employer shall be the Named Administrative Fiduciary or the Named
Investment Fiduciary or both, as the case may be.

2.02 IDENTIFICATION OF NAMED FIDUCIARIES AND DESIGNEES. The Named
Administrative Fiduciary and the Named Investment Fiduciary under the Plan shall
each be identified to the Trustee in writing by the Employer, and specimen
signatures of each, or of each member thereof, as appropriate, shall be provided
to the Trustee by the Employer. The Employer shall promptly give written notice
to the Trustee of a change in the identity either of the Named Administrative
Fiduciary or the Named Investment Fiduciary, or any member thereof, as
appropriate, and until such notice is received by the Trustee, the Trustee shall
be fully protected in assuming that the identity of the Named Administrative
Fiduciary or Named Investment Fiduciary, and the members thereof, as
appropriate, is unchanged. Each person authorized in accordance with the Plan
to give a direction to the Trustee on behalf of the Named Administrative
Fiduciary or the Named Investment Fiduciary shall be identified to the Trustee
by written notice from the Employer or the Named Administrative Fiduciary or the
Named Investment Fiduciary, as the case may be, and such notice shall contain a
specimen of the signature. The Trustee shall be entitled to rely upon each such
written notice as evidence of the identity and authority of the persons
appointed until a written cancellation of the appointment, or the written
appointment of a successor, is received by the Trustee from the Employer, the
Named Administrative Fiduciary or the Named Investment Fiduciary, as the case
may be.

ARTICLE III

RECEIPTS AND TRUST FUND

3.01 RECEIPT BY TRUSTEE. The Trustee shall receive in cash or other assets
acceptable to the Trustee all contributions paid or delivered to it which are
allocable under the Plan and to the Trust and all transfers paid or delivered
under the Plan to the Trust from a predecessor trustee or another trust
(including a trust forming part of another plan qualified under section 401 (a)
of the Code), provided that the Trustee shall not be obligated to receive any
such contribution or transfer unless prior thereto or coincident therewith, as
the Trustee may specify, the Trustee has received such reconciliation,
allocation, investment or other information concerning, or such direction,
instruction or representation with respect to, the contribution or transfer or
the source

2
<PAGE>

thereof as the Trustee may require. The Trustee shall have no duty or authority
to (a) require any contributions or transfers to be made under the Plan or to
the Trustee, (b) compute any amount to be contributed or transferred under the
Plan to the Trustee, or (c) determine whether amounts received by the Trustee
comply with the Plan.

3.02 TRUST FUND. For purposes of this Trust Agreement, the "Trust Fund"
consists of all money and other property received by the Trustee pursuant to
Section 3.01 hereto, increased by any income or gains on or increment in such
assets and decreased by any investment loss or expense, benefit or disbursement
paid pursuant to this Trust Agreement. The Trustee shall hold the Trust Fund,
without distinction between principal and income, as a nondiscretionary trustee
pursuant to the terms of this Trust Agreement. Assets of the Trust may, in the
Trustee's discretion, be held in an account maintained with an affiliate of the
Trustee.

3.03 ADDITIONAL TRUST FUND. Notwithstanding any other provision of this
Trust Agreement, to the extent that assets of the Plan are held in trust by a
trustee other than the Trustee (such other trustee to be referred to as a
"Second Trustee"), the Employer shall have created two trust funds under the
Plan. The appointment of a Second Trustee shall be deemed a representation by
the Employer that the Plan contains all appropriate provisions relating to the
Second Trustee. The Trustee (i) shall discharge its duties and responsibilities
hereunder solely with respect to those assets delivered into its possession,
(ii) shall have no duties, responsibilities or obligations with respect to
assets held in trust by the Second Trustee unless and until such assets are
delivered to the Trustee and (iii) except as otherwise required under the
Employee Retirement Income Security Act of 1974, as amended from time to time
("ERISA"), shall have no liability or responsibility for the acts or omissions
of the Second Trustee. To the extent that assets of the Plan are held in trust
by multiple trustees other than the Trustee, the foregoing shall apply to each
such other trustee.

ARTICLE IV

PAYMENTS, ADMINISTRATIVE DIRECTIONS
AND EXPENSES

4.01 PAYMENTS BY TRUSTEE. Payments of money or property from the Trust
Fund shall be made by the Trustee upon direction from the Named Administrative
Fiduciary or its designee. Payments by the Trustee shall be transmitted to the
Named Administrative Fiduciary or its designee for delivery to the proper payees
or to payee addresses supplied by the Named Administrative Fiduciary or its
designee, and the Trustee's obligation to make such payments shall be satisfied
upon such transmittal. The Trustee shall have no obligation to determine the
identity of persons entitled to payments under the Plan or their addresses.

4.02 NAMED ADMINISTRATIVE FIDUCIARY'S DIRECTIONS. Directions from or on
behalf of the Named Administrative Fiduciary or its designee shall be
communicated to the Trustee or the Trustee's designee only in a manner and in
accordance with procedures acceptable to the Trustee. The Trustee's designee
shall not, however, be empowered to implement any such directions except in
accordance with procedures acceptable to the Trustee. The Trustee shall have no

3
<PAGE>

liability for following any such directions or failing to act in the absence of
any such directions. The Trustee shall have no liability for the acts or
omissions of any person making or failing to make any direction under the Plan
or this Trust Agreement nor any duty or obligation to review any such direction,
act or omission.

4.03 DISPUTED PAYMENTS. If a dispute arises over the propriety of the
Trustee making any payment from the Trust Fund, the Trustee may withhold the
payment until the dispute has been resolved by a court of competent jurisdiction
or settled by the parties to the dispute. The Trustee may consult legal counsel
and shall be fully protected in acting upon the advice of counsel.

4.04 TRUSTEE'S COMPENSATION AND EXPENSES. If the Employer so elects in a
manner satisfactory to the Trustee, the Employer shall (a) pay the Trustee
compensation for its services under this Trust Agreement in accordance with the
Trustee's fee schedule in effect and applicable at the time such compensation
becomes payable, and (b) pay or reimburse the Trustee for all expenses incurred
by the Trustee in connection with or relating to the performance of its duties
under this Trust Agreement or its status as Trustee, including reasonable
attorneys' fees. If the Employer does not so elect, such compensation and
expenses shall be charged against and withdrawn from the Trust Fund as provided
below.

Until paid by the Employer or charged against and withdrawn from the Trust
Fund, as the case may be, the Trustee's compensation and expenses shall be a
lien upon the Trust Fund. The Trustee is authorized to charge the Trust Fund
for and withdraw from the Trust Fund, without direction from the Named
Administrative Fiduciary or any other person, the amount of any such fees or
expenses which the Employer has not elected to pay and the amount of any such
fees or expenses which the Employer has so elected to pay but which remain
unpaid for a period of 60 days after presentation of a statement for such amount
to the Employer. Trust Fund assets shall be applied to pay such fees and
expenses in the following priority by asset category to the extent thereof held
at the time of withdrawal in the Trust Fund subfund or account to which the fee
or expense is allocated: (i) uninvested cash balances; (ii) shares of any money
market fund or funds held in the Trust Fund; and (iii) any other Trust Fund
assets. The Trustee is authorized to allocate its fees and expenses among these
subfunds or accounts to which the fees or expenses pertain in such manner as the
Trustee deems appropriate under the circumstances unless prior to such
allocation the Employer or the Named Administrative Fiduciary specifies the
manner in which the allocation is to be made. The Trustee is also authorized
but not required to sell any shares or other assets referred to above to the
extent necessary for the purpose.

By signing this Trust Agreement, the Employer authorizes the Trustee and/or
its affiliates to receive payments from certain mutual funds (and/or collective
trusts) for which no affiliate of the Trustee acts as investment manager or
adviser (or from the principal distributors and/or advisors of those funds or
trusts), in connection with the performance of reasonable and necessary services
(including recordkeeping, subaccounting, account maintenance, administrative and
other shareholder services). Because different mutual funds (or collective
trusts) may be subject to different fee arrangements, the Employer should
contact the Trustee or

4
<PAGE>

its designee to obtain further details on any specific fee arrangements that may
be applicable to investments under the Plan.

4.05 TAXES. The Trustee is authorized, with or without direction from the
Named Administrative Fiduciary or any other person, to withdraw from the Trust
Fund and pay any federal, state or local taxes, charges or assessments of any
kind levied or assessed against the Trust or assets thereof. Until paid, such
taxes shall be a lien against the Trust Fund. The Trustee shall give notice to
the Named Administrative Fiduciary of its receipt of a demand for any such
taxes, charges or assessments. The Trustee shall not be personally liable for
any such taxes, charges or assessments.

4.06 EXPENSES OF ADMINISTRATION. Expenses incurred by the Employer, the
Named Administrative Fiduciary, the Named Investment Fiduciary, any Investment
manager designated pursuant to Section 5.02 or any other persons designated to
act on behalf of the Employer, the Named Administrative Fiduciary or the Named
Investment Fiduciary, including reimbursement for expenses incurred in the
performance of their respective duties, shall be the obligation of the Employer
or other person specified in the Plan. Such expenses, however, may be paid from
the Trust Fund upon the written direction to the Trustee of the Named
Administrative Fiduciary.

4.07 RESTRICTION ON ALIENATION. Except as provided in Section 4.08 or
under section 401(a)(13) of the Code, the interest of any Plan participant or
beneficiary in the Trust Fund shall not be subject to the claims of such
person's creditors and may not be assigned, sold, transferred, alienated or
encumbered. Any attempt to do so shall be void; and the Trustee shall disregard
any attempt. Trust assets shall not in any manner be liable for or subject to
debts, contracts, liabilities, engagement or torts of any Plan participant or
beneficiary, and benefits shall not be considered an asset of any such a person
in the event of the person's insolvency or bankruptcy.

4.08 PAYMENT ON COURT ORDER. The Trustee is authorized to make any
payments directed by court order in any action in which the Trustee is a party
or pursuant to a "qualified domestic relations order" under section 414(p) of
the Code; provided that the Trustee shall not make such payment if the Trustee
is indemnified and held harmless by the Employer in a manner satisfactory to the
Trustee against all consequences of such failure to pay. The Trustee is not
obligated to defend actions in which the Trustee is named but shall notify the
Employer or Named Administrative Fiduciary of any such action and may tender
defense of the action to the Employer, the Named Administrative Fiduciary or the
participant or beneficiary whose interest is affected. The Trustee may in its
discretion defend any action in which the Trustee is named and any expenses,
including reasonable attorneys' fees, incurred by the Trustee in that connection
shall be paid or reimbursed in accordance with Section 4.04 hereof.

5
<PAGE>

ARTICLE V
INVESTMENTS

5.01 INVESTMENT MANAGEMENT. The Named Investment Fiduciary shall manage
the investment of the Trust Fund except insofar as (a) a person (an "Investment
Manager") who meets the requirements of section 3(38) of ERISA has authority to
manage Trust assets as referred to in Section 5.02 hereof or (b) the Plan
provides for participant or beneficiary direction of the investment of assets
allocable under the Plan to the accounts of such participants and beneficiaries.
In the latter situation, a list of the participants and beneficiaries and such
information concerning them as the Trustee may specify shall be provided by the
Employer or the Named Administrative Fiduciary to the Trustee and/or such
person(s) as are necessary for the implementation of the directions in
accordance with the procedure acceptable to the Trustee. Except as required by
ERISA, the Trustee shall invest the Trust Fund as directed by the Named
Investment Fiduciary, an Investment Manager or a Plan participant or
beneficiary, as the case may be, and the Trustee shall have no discretionary
control over, nor any other discretion regarding, the investment or reinvestment
of any asset of the Trust. The Trustee may limit the categories of assets in
which the Trust Fund may be invested.

It is understood that the Trustee may, from time to time, have on hand funds
which are received as contributions or transfers to the Trust which are awaiting
investment or funds from the sale of Trust assets which are awaiting
reinvestment. Absent receipt by the Trustee of a direction from the proper
person for the investment or reinvestment of such funds or otherwise prior to
the application of funds in implementation of such a direction, the Trustee
shall in accordance with the Trustee's normal procedures in this regard cause
such funds to be invested in shares of the money market fund acceptable to the
Trustee as the Employer or Named Investment Fiduciary may in writing to the
Trustee specify for this purpose from time to time. Any such fund may be
sponsored, managed or distributed by an affiliate of the Trustee. The Employer
or the Named Investment Fiduciary, as the case may be, hereby acknowledges that
prior to any such specification it has read or will have read the then current
prospectus for the specified fund.

5.02 INVESTMENT MANAGERS. The Employer or the Named Investment Fiduciary
may appoint one or more Investment Managers, who may be an affiliate of the
Trustee, to direct the Trustee in the investment of all or a specified portion
of the assets of the Trust. Any such Investment Manager shall be directed by
the Employer or the Named Investment Fiduciary, as the case may be, to act in
accordance with the procedures referred to in Section 5.04. The Named
Investment Fiduciary shall notify the Trustee in writing before the
effectiveness of the appointment or removal of any Investment Manager.

If there is more than one Investment Manager whose appointment is effective
under the Plan at any one time, the Trustee shall, upon written instructions
from the Employer or the Named Investment Fiduciary, establish separate funds
for control by each such Investment Manager. The funds shall consist of those
Trust assets designated by the Employer or the Named Investment Fiduciary.

6
<PAGE>

5.03 DIRECTION OF VOTING AND OTHER RIGHTS. The voting and other rights in
securities or other assets held in the Trust shall be exercised by the Trustee
as directed by the Named Investment Fiduciary or other person who at the time
has the right as referred to in Section 5.01 hereof to direct the investment or
reinvestment of the security or other asset involved, provided that
notwithstanding any provision of the Plan to the contrary, (a) except as
provided in clause (b) of this Section, such voting and other rights in any such
security or other asset selected by the Employer or the Named Investment
Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such
voting and other rights in any "employer security" with respect to the Plan
within the meaning of Section 407(d)(1) of ERISA ("Employer Securities") which
is held in an account under the Plan over which a Plan participant or
beneficiary has control as to specific assets to be held therein or which is
held in an account which consists solely or primarily of Employer Securities
shall be exercised by the participants or beneficiaries having interests in that
account. Notwithstanding any provision hereof or of the Plan to the contrary,
(i) in the event a Plan participant or beneficiary or an Investment Manager with
the right to direct a voting or other decision with respect to any security or
other asset held in the Trust does not communicate any decision on the matter to
the Trustee or the Trustee's designee by the time prescribed by the Trustee or
the Trustee's designee for that purpose or if the Trustee notifies the Named
Investment Fiduciary either that it does not have precise information as to the
securities or other assets involved allocated on the applicable record date to
the accounts of all participants and beneficiaries or that time constraints make
it unlikely that participant, beneficiary or Investment Manager direction, as
the case may be, can be received on a timely basis, the decision shall be the
responsibility of the Named Investment Fiduciary and shall be communicated to
the Trustee on a timely basis, and (ii) in the event the Named Investment
Fiduciary with any right under the Plan or hereunder to direct a voting or other
decision with respect to any security or other asset held in the Trust,
including any such right under clause (a) or clause (i) of this Section, does
not communicate any decision on the matter to the Trustee or the Trustee's
designee by the time prescribed by the Trustee for that purpose, the Trustee
may, at the cost of the Employer, obtain advice from a bank, insurance company,
investment adviser or other investment professional (including any affiliate of
the Trustee) or retain an Investment Manager or other independent fiduciary with
full discretion to make the decision. Except as required by ERISA, the Trustee
shall (a) follow all directions above-referred to in this Section and (b) shall
have no duty to exercise voting or other rights relating to any such security or
other asset.

5.04 INVESTMENT DIRECTIONS. Directions for the investment or reinvestment
of Trust assets or directions of a type referred to in Section 5.03 from the
Employer, the Named Investment Fiduciary, an Investment Manager or a Plan
participant or beneficiary, as the case may be, shall, in a manner and in
accordance with procedures acceptable to the communicated to and implemented by,
as the case may be, the Trustee, the Trustee's designee or, with the Trustee's
consent, the broker/dealer designated for the purpose by the Employer or the
Named Investment Fiduciary. Communication of any such direction to such a
designee or broker/dealer shall conclusively be deemed an authorization to the
designee or broker/dealer to implement the direction even though coming from a
person other than the Trustee. The Trustee shall have no liability for its or
any other person's following such directions or failing to act in the absence of
any such directions. The Trustee shall have no liability for the acts or
omissions of any person directing the investment or reinvestment of Trust Fund
assets or making or failing to make any

7
<PAGE>

direction referred to in Section 5.03. Neither shall the Trustee have any duty
or obligation to review any such investment or other direction, act or omission
or, except upon receipt of a proper direction, to invest or otherwise manage any
asset of the Trust which is subject to the control of any such person or to
exercise any voting or other right referred to in Section 5.03.

5.05 COMMUNICATION OF PROXY AND OTHER MATERIALS. The Employer or Named
Administrative Fiduciary shall establish a procedure acceptable to the Trustee
for the timely dissemination to each person entitled to direct the Trustee or
its designee as to a voting or other decision called for thereby or referred to
therein of all proxy and other materials bearing on the decision. In the case
of Employer Securities, at such time as proxy or other materials bearing thereon
are disseminated generally to owners of Employer Securities in accordance with
applicable law, the Employer shall cause a copy of such proxy or other materials
to be delivered directly to the Trustee and, thereafter, shall promptly deliver
to the Trustee such number of additional copies of the proxy or other materials
as the Trustee may request.

5.06 COMMON AND COLLECTIVE TRUST FUNDS. Any person authorized to direct
the investment of Trust assets may, if the Trustee and the Named Investment
Fiduciary so permit, direct the Trustee to invest such assets in a common or
collective trust maintained by the Trustee or its affiliate for the investment
of assets of qualified trusts under section 401(a) of the Code, individual
retirement accounts under section 408(a) of the Code an plans of governmental
units described in section 818(a)(6) of the Code. The documents governing any
such common or collective trust fund maintained by the Trustee or its affiliate,
and in which Trust assets have been invested, are hereby incorporated into this
Trust Agreement by reference.

ARTICLE VI
RESPONSIBILITIES AND INDEMNITY

6.01 RELATIONSHIP OF FIDUCIARIES. Each fiduciary of the Plan and the Trust
shall be solely responsible for its own acts or omissions. The Trustee shall
have no duty to question any other Plan fiduciary's performance of fiduciary
duties allocated to such other fiduciary pursuant to the Plan. The Trustee
shall not be responsible for the breach of responsibility by any other Plan
fiduciary except as required under ERISA.

6.02 BENEFIT OF PARTICIPANTS. Each fiduciary shall, within the meaning of
the Code and ERISA, discharge its duties with respect to the Trust solely in the
interest of participants in the Plan and their beneficiaries and for the
exclusive purpose of providing benefits to such participants and beneficiaries
and defraying reasonable expenses of administering the Plan.

6.03 STATUS OF TRUSTEE. The Trustee acknowledges its status as a
"fiduciary" of the Plan within the meaning of ERISA.

6.04 LOCATION OF INDICIA OF OWNERSHIP. Except as permitted by ERISA, the
Trustee shall not maintain the indicia of ownership of any assets of the Trust
outside the jurisdiction of the district courts of the United States.

8
<PAGE>

6.05 TRUSTEE'S RELIANCE. The Trustee shall have no duty to inquire whether
directions by the Employer, the Named Administrative Fiduciary, the Named
Investment Fiduciary or any other person conform to the Plan, and the Trustee
shall be fully protected in relying on any such direction communicated in
accordance with procedures acceptable to the Trustee from any person who the
Trustee reasonably believes is a proper person to give the direction. The
Trustee shall have no liability to any participant, any beneficiary or any other
person for payments made, any failure to make payments, or any discontinuance of
payments, on direction of the Named Administrative Fiduciary, the Named
Investment Fiduciary or any designee of either of them or for any failure to
make payments in the absence of directions from the Named Administrative
Fiduciary or any person responsible for or purporting to be responsible for
directing the investment of Trust assets. The Trustee shall have no obligation
to request proper directions from any person. The Trustee may request
instructions from the Named Administrative Fiduciary or the Named Investment
Fiduciary and shall have no duty to act or liability for failure to act if such
instructions are not forthcoming. The Trustee shall have no responsibility to
determine whether the Trust Fund is sufficient to meet the liabilities under the
Plan, and shall not be liable for payments or Plan liabilities in excess of the
Trust Fund.

6.06 INDEMNIFICATION. The Employer hereby indemnifies the Trustee against,
and shall hold the Trustee harmless from, any and all loss, claims, liability,
and expense, including reasonable attorneys' fees, imposed upon the Trustee or
incurred by the Trustee as a result of any acts taken, or any failure to act, in
accordance with the directions from the Named Administrative Fiduciary, Named
Investment Fiduciary, Investment Manager or any other person specified in
Article IV or V hereof, or any designee of any such person.

6.07 PROTECTION OF DESIGNEES. To the extent that any designee of the
Trustee is performing a function of the Trustee under this Trust Agreement, the
designee shall have the benefit of all of the applicable limitations on the
scope of the Trustee's duties and liabilities, all applicable rights of
indemnification granted hereunder to the Trustee and all other applicable
protections of any nature afforded to the Trustee.

ARTICLE VII

POWERS OF TRUSTEE

7.01 NONDISCRETIONARY INVESTMENT POWERS. At the direction of the person
authorized to direct such action as referred to in Article V hereof, but limited
to those assets or categories of assets acceptable to the Trustee as referred to
in Section 5.01, the Trustee, or the Trustee's designee or a broker/dealer as
referred to in Section 5.04, is authorized and empowered:

(a) To invest and reinvest the Trust Fund, together with the income
therefrom, in common stock, preferred stock, convertible preferred stock, bonds,
debentures, convertible debentures and bonds, mortgages, notes, commercial paper
and other evidences of indebtedness (including those issued by the Trustee),
shares of mutual funds (which funds may be sponsored, managed or offered by an
affiliate of the Trustee), guaranteed investment contracts, bank investment
contracts, other securities, policies of life insurance, annuity contracts,
options,

9
<PAGE>

options to buy or sell securities or other assets, and all other property of any
type (personal, real or mixed, and tangible or intangible);

(b) To deposit or invest all or any part of the assets of the Trust in
savings accounts or certificates of deposit or other deposits in a bank or
savings and loan association or other depository institution, including the
Trustee or any of its affiliates; provided that, with respect to such deposits
with the Trustee or an affiliate, the deposits bear a reasonable interest rate;

(c) To hold, manage, improve, repair and control all property, real or
personal, forming part of the Trust Fund; to sell, convey, transfer, exchange,
partition, lease for any term, even extending beyond the duration of this Trust,
and otherwise dispose of the same from time to time;

(d) To have, respecting securities, all the rights, powers and privileges
of an owner, including the power to give proxies, pay assessments and other sums
deemed by the Trustee necessary for the protection of the Trust Fund; to vote
any corporate stock either in person or by proxy, with or without power of
substitution, for any purpose; to participate in voting trusts, pooling
agreements, foreclosures, reorganizations, consolidations, mergers and
liquidations, and in connection therewith to deposit securities with or transfer
title to any protective or other committee; to exercise or sell stock
subscriptions or conversion rights; and, regardless of any limitation elsewhere
in this instrument relative to investments by the Trustee, to accept and retain
as an investment any securities or other property received through the exercise
of any of the foregoing powers;

(e) Subject to Section 5.01 hereof, to hold in cash such portion of the
Trust Fund which it is directed to so hold pending investments, or payment of
expenses, or the distribution of benefits;

(f) To take such actions as may be necessary or desirable to protect the
Trust from loss due to the default on mortgages held in the Trust including the
appointment of agents or trustees in such other jurisdictions as may seem
desirable, to transfer property to such agents or trustees, to grant to such
agents such powers as are necessary or desirable to protect the Trust Fund, to
direct such agent or trustee, or to delegate such power to direct, and to
remove, such agent or trustee;

(g) To settle, compromise or abandon all claims and demands in favor of or
against the Trust Fund;

(h) To invest in any common or collective trust fund of the type referred
to in Section 5.06 hereof maintained by the Trustee or its affiliate;

(i) To exercise all of the further rights, powers, options and privileges
granted, provided for, or vested in trustees generally under the laws of the
state in which the Trustee is incorporated as set forth above, so that the
powers conferred upon the Trustee herein shall not be in limitation of any
authority conferred by law, but shall be in addition thereto;

10
<PAGE>

(j) To borrow money from any source and to execute promissory notes,
mortgages or other obligations and to pledge or mortgage any trust assets as
security, subject to applicable requirements of the Code and ERISA; and

(k) To maintain accounts at, execute transactions through, and lend on an
adequately secured basis stocks, bonds or other securities to, any brokerage or
other firm, including any firm which is an affiliate of the Trustee.

7.02 ADDITIONAL POWERS OF TRUSTEE. To the extent necessary or which it
deems appropriate to implement its powers under Section 7.01 or otherwise to
fulfill any of its duties and responsibilities as trustee of the Trust Fund, the
Trustee shall have the following additional powers and authority:

(a) to register securities, or any other property, in its name or in the
name of any nominee, including the name of any affiliate or the nominee name
designated by any affiliate, with or without indication of the capacity in which
property shall be held, or to hold securities in bearer form and to deposit any
securities or other property in a depository or clearing corporation;

(b) to designate and engage the services of, and to delegate powers and
responsibilities to, such agents, representatives, advisers, counsel and
accountants as the Trustee considers necessary or appropriate, any of whom may
be an affiliate of the Trustee or a person who renders services to such an
affiliate, and, as a part of its expenses under this Trust Agreement, to pay
their reasonable expenses and compensation;

(c) to make, execute and deliver, as Trustee, any and all deeds, leases,
mortgages, conveyances, waivers, releases or other instruments in writing
necessary or appropriate for the accomplishment of any of the powers listed in
this Trust Agreement; and

(d) generally to do all other acts which the Trustee deems necessary or
appropriate for the protection of the Trust Fund.

ARTICLE VIII

RECORDS, ACCOUNTINGS AND VALUATIONS

8.01 RECORDS. The Trustee shall maintain or cause to be maintained
accurate records and accounts of all Trust transactions and assets. The records
and accounts shall be available at reasonable times during normal business hours
for inspection or audit by the Named Administrative Fiduciary and the Named
Investment Fiduciary or any person designated for the purpose by either of them.

8.02 ACCOUNTINGS. Within 90 days following the close of each fiscal year
of the Plan or the effective date of the removal or resignation of the Trustee,
the Trustee shall file with the Named Administrative Fiduciary a written
accounting setting forth all transactions since the end

11
<PAGE>

of the period covered by the last previous accounting. The accounting shall
include a listing of the assets of the Trust showing the value of such assets at
the close of the period covered by the accounting. On direction of the Named
Administrative Fiduciary, and if previously agreed to by the Trustee, the
Trustee shall submit to the Named Administrative Fiduciary interim valuations,
reports or other information pertaining to the Trust.

The Named Administrative Fiduciary may approve the accounting by written
approval delivered to the Trustee or by failure to deliver written objections to
the Trustee within 60 days after receipt of the accounting. Any such approval
shall be binding on the Employer. The Named Administrative Fiduciary, the Named
Investment Fiduciary and, to the extent permitted by ERISA, all other persons.

8.03 VALUATION. The assets of the Trust shall be valued as of each
valuation date under the Plan at fair market value as determined by the Trustee
based upon such sources of information as it may deem reliable, including, but
not limited to, stock market quotations, statistical evaluation services,
newspapers of general circulation, financial publications, advice from
investment counselors or brokerage firms, or any combination of sources. The
reasonable costs incurred in establishing values of the Trust Fund shall be a
charge against the Trust Fund, unless paid by the Employer.

When the Trustee is unable to arrive at a value based upon information from
independent sources, it may rely upon information from the Employer, Named
Administrative Fiduciary, Named Investment Fiduciary, appraisers, or other
sources, and shall not incur any liability for inaccurate valuation based in
good faith upon such information.

8.04 LOANS. In the event that participant loans are available under the
Plan, the Trustee shall reflect one aggregate balance for participant loans
under the Plan and shall reflect changes thereto only as directed by the
Employer or Named Administrative Fiduciary. The Trustee has no responsibility
with respect to maintenance of promissory notes or monitoring of loan
amortization schedules.

ARTICLE IX

RESIGNATION AND REMOVAL OF TRUSTEE

9.01 RESIGNATION. The Trustee may resign at any time upon at least 30
days' written notice to the Employer.

9.02 REMOVAL. The Employer may remove the Trustee upon at least 30 days'
written notice to the Trustee.

9.03 APPOINTMENT OF a SUCCESSOR. Upon resignation or removal of the
Trustee, the Employer shall appoint a successor trustee. Upon failure of the
Employer to appoint, or the failure of the effectiveness of the appointment by
the Employer of, a successor trustee by the

12
<PAGE>

effective date of the resignation or removal, the Trustee may apply to any court
of competent jurisdiction for the appointment of a successor.

Promptly after receipt by the Trustee of notice of the effectiveness of the
appointment of the successor trustee, the Trustee shall deliver to the successor
trustee such records as may be reasonably requested to enable the successor
trustee to properly administer the Trust Fund and all property of the Trust
after deducting therefrom such amounts as the Trustee deems necessary to provide
for expenses, taxes, compensation or other amounts due to or by the Trustee
pursuant to Sections 4.04 or 5.03 hereof not paid by the Employer prior to the
delivery.

9.04 SETTLEMENT OF ACCOUNT. Upon resignation or removal of the Trustee,
the Trustee shall have the right to a settlement of its account, which
settlement shall be made, at the Trustee's option, either by an agreement of
settlement between the Trustee and the Employer or by a judicial settlement in
an action instituted by the Trustee.

9.05 EXPENSES AND COMPENSATION. The Trustee shall not be obligated to
transfer Trust assets until the Trustee is provided assurance by the Employer
satisfactory to the Trustee that all fees and expenses reasonably anticipated
will be paid.

9.06 TERMINATION OF RESPONSIBILITY AND LIABILITY. Upon settlement of the
account and transfer of the Trust Fund to the successor trustee, all rights and
privileges under this Trust Agreement shall vest in the successor trustee and
all responsibility and liability of the Trustee with respect to the Trust and
assets thereof shall, except as otherwise required by ERISA, terminate subject
only to the requirement that the Trustee execute all necessary documents to
transfer the Trust assets to the successor trustee.

ARTICLE X

AMENDMENT AND TERMINATION

10.01 AMENDMENT. The Employer reserves the right to amend this Trust
Agreement provided that no amendment of this Trust Agreement or the Plan shall
be effective which would (a) cause any assets of the Trust Fund to be used for,
or diverted to, purposes other than the exclusive benefit of Plan participants
or their beneficiaries other than an amendment permissible under the Code and
ERISA, or (b) affect the rights, duties, responsibilities, obligations or
liabilities of the Trustee without the Trustee's written consent. The Employer
shall amend this Trust Agreement as requested by the Trustee to reflect changes
in law which counsel for the Trustee advises the Trustee require such changes.
Amendments to the Trust Agreement or a certified copy of the amendments shall be
delivered to the Trustee promptly after adoption, and if practicable under the
circumstances, any proposed amendment under consideration by the Employer shall
be communicated to the Trustee to permit the Trustee to review and comment
thereon in due course before the Employer acts on the proposed amendment.

13
<PAGE>

10.02 TERMINATION. The Trust may be terminated by the Employer upon at
least 60 days' written notice to the Trustee. Upon such termination, and
subject to Section 11.01 hereof, the Trust Fund shall be distributed as directed
by the Named Administrative Fiduciary.

ARTICLE XI

MISCELLANEOUS

11.01 EXCLUSIVE BENEFIT RULE. Except as provided in Section 11.02, or as
otherwise permitted or required by ERISA or the Code, no asset of the Trust
shall be used for, or diverted to, purposes other than the exclusive benefit of
Plan participants or their beneficiaries or for the reasonable expenses of
administering the Plan and Trust until all liabilities for benefits due Plan
participants or their beneficiaries have been satisfied.

11.02 REFUNDS TO EMPLOYER. The Trustee shall, upon the written direction
of the Named Administrative Fiduciary which shall include a certification that
such action is proper under the Plan, ERISA and the Code specifying any relevant
sections thereof, return to the Employer any amount referred to in section
403(c)(2) of ERISA.

11.03 AUTHORIZED ACTION. Any action to be taken under this Trust
Agreement by an Employer or other person which is: (a) a corporation shall be
taken by the board of directors of the corporation or any person or persons duly
empowered by the board of directors to take the action involved, (b) a
partnership shall be taken by an authorized general partner of the partnership,
and (c) a sole proprietorship by the sole proprietor.

11.04 TEXT OF PLAN. The Employer represents that, prior to the execution
of this Trust Agreement by both parties, it delivered to the Trustee the text of
the Plan as in effect as of the date of this Trust Agreement. The Employer
shall deliver to the Trustee promptly after adoption thereof a certified copy of
any amendment of the Plan.

11.05 CONFLICT WITH PLAN. The rights, duties, responsibilities,
obligations and liabilities of the Trustee are as set forth in this Trust
Agreement, and no provision of the Plan or any other document shall be deemed to
affect such rights, duties, responsibilities, obligations and liabilities. If
there is a conflict between provisions of the Plan and this Trust Agreement with
respect to any subject involving the Trustee, including but not limited to the
responsibility, authority or powers of the Trustee, the provisions of this Trust
Agreement shall be controlling.

11.06 FAILURE TO MAINTAIN QUALIFICATION. If the Trust fails to qualify as
a qualified trust under section 401 (a) of the Code, or loses its status as such
a qualified trust, the Employer shall immediately so notify the Trustee, and the
Trustee shall, without further notice or direction, remove the Trust assets from
any common or collective trust fund maintained by the Trustee or its affiliate
for investments by qualified trusts.

11.07 GOVERNING LAW AND CONSTRUCTION. This Trust Agreement and the Trust
shall be construed, administered and governed under ERISA and other pertinent
federal law, and to the

14
<PAGE>

extent that federal law is inapplicable, under the laws of the state in which
the Trustee is incorporated as set forth above. If any provision of this Trust
Agreement is susceptible to more than one interpretation, the interpretation to
be given is that which is consistent with the Trust being a qualified trust
under section 401(a) of the Code. If any provision of this Trust Agreement is
held by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions shall continue to be fully effective to the extent possible
under the circumstances.

11.08 SUCCESSORS AND ASSIGNS. This Trust Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns.

11.09 GENDER. As used in this Trust Agreement, the masculine gender shall
include the feminine and the neuter genders and the singular shall include the
plural and the plural the singular, as the context requires.

11.10 HEADINGS. Headings and subheadings in this Trust Agreement are for
convenience of reference only and are not to be considered in the constriction
of the provisions of the Trust Agreement.

11.11 COUNTERPARTS. This Trust Agreement may be executed in several
counterparts, each of which shall be deemed an original, and these counterparts
shall constitute one and the same instrument which may be sufficiently evidenced
by any one counterpart.

IN WITNESS WHEREOF, the Employer and the Trustee have executed this Trust
Agreement each by action of a duly authorized person.

MERRILL LYNCH TRUST MOBILE TELECOMMUNICATIONS
COMPANY OF AMERICA TECHNOLOGIES CORP.

By: /s/ Melanie Madeira By: /s/ Robert T. Pike
-------------------- -------------------

Name: Melanie Madeira Name: Robert T. Pike
--------------- --------------

Title: New Account Trust Officer Title: Senior Vice President
Administration

<PAGE>

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
__________________________________________________

MOBILE TELECOMMUNICATION TECHNOLOGIES CORP., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

FIRST: That the directors of the Corporation, by written consent,
adopted a resolution proposing and declaring advisable the following
amendment to the Restated Certificate of Incorporation of the Corporation:

RESOLVED, that the Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting Article FIRST in its
entirety and substituting the following in lieu thereof:

"FIRST: The name of the corporation is SkyTel
Communications, Inc. (the "Corporation")."

SECOND: That thereafter, pursuant to resolution of the directors,
by majority vote of all outstanding stock entitled to vote thereon at a
meeting of stockholders of the Corporation in accordance with Section 222
of the General Corporation Law of the State of Delaware, the stockholders
voted in favor of this amendment to the Restated Certificate of
Incorporation.

THIRD: This amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: This Certificate of Amendment shall become effective as of
5:30 P.M., Central Daylight Savings Time, on May 22, 1998.
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment
to be signed and attested by its duly authorized officers, this 21st day of May,
1998.

MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.

By: /s/ John T. Stupka
---------------------------------------
John T. Stupka, President and
Chief Executive Officer

ATTEST

/s/ Leonard G. Kriss
______________________________________
Leonard G. Kriss, Esq.,
Senior Vice President,
General Counsel and Secretary

-2-

<PAGE>

______________________________________________________________________________________________________
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: CHRISTINE SMITH: 213-330-9108
680 BLAIR MILL ROAD PROOF OF MAY 14, 1998
HORSHAM, PA 18044 SKYTEL COMMUNICATIONS, INC.
(215) 657-3480 H 56360fc
------------------------------------------------------------------------------------------------------
SALES: J. UMLENBROCK: 314-421-6567 OPERATOR: JW/eg
------------------------------------------------------------------------------------------------------
/NET/BANKNOTE/HOME 46/32/SKYTEL 56360 REV. 1
______________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
<S> <C> <C>
COMMON STOCK COMMON STOCK
[LOGO OF SKYTEL]
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE SKYTEL COMMUNICATIONS, INC. CUSIP 83087Q 10 4

THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR
NEW YORK, NY AND RIDGEFIELD PARK, NJ CERTAIN DEFINITIONS
____________________________________________________________________________________________________________________________________
THIS CERTIFIES THAT

H 056360

_____________________
OK TO PRINT
AS SHOWN X
------------
WHEN CORRECT
--------
PM /s/ Dale Lowry
----------------
_____________________

____________________________________________________________________________________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES, ONE CENT ($0.01) PAR VALUE, OF THE COMMON STOCK OF
---------------------------------------------------- -------------------------------------
- ----------------------------------------------------------- SKYTEL COMMUNICATIONS, INC. --------------------------------------------
---------------------------------------------------- -------------------------------------
transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed.
This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated

COUNTERSIGNED AND REGISTERED: /s/ John N. ^^^
CHASEMELLON SHAREHOLDER SERVICES, L.L.C. DIRECTOR OF THE BOARD
TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE /s/ ^^^
SECRETARY
[SEAL OF SKYTEL COMMUNICATIONS]
____________________________________________________________________________________________________________________________________
</TABLE>
<PAGE>

SKYTEL COMMUNICATIONS, INC.

The Corporation will furnish to any shareholder upon request and without
charge a full statement of the powers, designations, relative rights, and
preferences of the shares of each class or series of stock authorized to be
issued by the Corporation and the qualifications, limitations or restrictions of
such preferences and/or rights. Such requests may be made to the Corporation or
its Transfer Agent.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT______ as Custodian for____ UNIF TRAN MIN ACT_____ as Custodian for_____
TEN ENT - as tenants by the entireties (Cust) (Minor) (Cust) (Minor)
JT TEN - as joint tenants with
right of survivorship under Uniform Gifts to Minors under Uniform Transfers to Minors
and not as tenants in common
TOD - transfer on death direction in Act__________ Act________
event of owner's death, to person (State) (State)
named on face

Additional abbreviations may also be used though not in the above list.

For Value Received, ______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

- -----------------------------------------------------------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

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

- ------------------------------------------------------------------------------------------------------------------------- Shares
represented by the within Certificate, and do hereby irrevocably constitute and appoint

- ----------------------------------------------------------------------------------------------------------------------- Attorney
to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated _______________________________

----------------------------------------------------
Signature(s) Guaranteed:
NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE ----------------------------------------------------
NAME(S) AS WRITTEN UPON THE FACE OF THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
THE CERTIFICATE IN EVERY PARTICULAR, GUARANTOR INSTITUTION, BANKS, STOCKBROKERS, SAVINGS
WITHOUT ALTERATION OR ENLARGEMENT OR AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
ANY CHANGE WHATEVER. IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.D. RULE 17A-1E

This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Skytel
Communications, Inc. and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agreement"), the terms of which are incorporated
herein by reference and a copy of which is on file at the principal executive offices of Skytel Communications, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, may be amended or may be evidenced by
separate certificates and no longer be evidenced by this Certificate. Skytel Communications, Inc. will mail to the holder of this
Certificate a copy of the Rights Agreement without charge within five business days after receipt of a written request therefor.
Under certain circumstances as set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person or any Affiliate
or Associate thereof (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null
and void.

- ------------------------------------------------------ ---------------------------------------------------------
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: CHRISTINE SMITH: 215-536-2103
880 BLAIR MILL ROAD PROOF OF APRIL 21, 1998
HORSHAM, PA 19044 SKYTEL COMMUNICATIONS, INC.
(215) 657-3480 H56360bk
- ------------------------------------------------------ ---------------------------------------------------------
SALES: J. UHLENBROOK: 314-481-8587 OPERATOR: JW
- ------------------------------------------------------ ---------------------------------------------------------
/NET/BANKNOTE/HOME 46/82/SKYTEL 66360 NEW
- ------------------------------------------------------ ---------------------------------------------------------
</TABLE>

<PAGE>

[LETTERHEAD OF POWELL, GOLDSTEIN, FRAZER & MURPHY LLP APPEARS HERE]

May 27, 1998

SkyTel Communications, Inc.
200 South Lamar Street
Mtel Centre, South Building
Jackson, Mississippi 39201

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as counsel for SkyTel Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), of (i) 500,000 shares of common stock, par
value $.01 per share (the "Common Stock"), of the Company that may be issued in
connection with matching contributions (the "Original Issuance Shares") made
under the Company's Section 401(k) Employee Retirement Plan (the "Plan"), and
(ii) an additional 500,000 shares of Common Stock representing shares that may
be acquired by the Trustee of the Plan and held for the account of Plan
participants.

We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.

In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all certified, conformed or photostatic copies. As to
questions of fact material and relevant to our opinion, we have relied upon
certificates or representations of Company officials and of appropriate state,
local and federal officials.

Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:

<PAGE>

SkyTel Communications, Inc.
May 27, 1998
Page 2

1. The Original Issuance Shares have been duly authorized; and

2. Upon the issuance and delivery of the Original Issuance Shares upon
receipt of lawful consideration therefor pursuant to the Plan, such
Original Issuance Shares will be validly issued, fully paid and non-
assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.

Very truly yours,

/s/ Powell, Goldstein, Frazer & Murphy LLP
------------------------------------------
Powell, Goldstein, Frazer & Murphy LLP

<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, to be filed on or around
May 26, 1998, of our report dated February 18, 1998, included in SkyTel
Communications, Inc.'s (formerly Mobile Telecommunication Technologies Corp.)
Form 10-K for the year ended December 31, 1997, and to all references to our
Firm included in this registration statement.

/s/ Arthur Andersen LLP
--------------------------
ARTHUR ANDERSEN LLP

Jackson, Mississippi,
May 22, 1998.