SAFEWAY INC
S-8, 1999-12-02
GROCERY STORES
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<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1999
                                                     REGISTRATION NO. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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


                                  SAFEWAY INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                               <C>                                                 <C>
          DELAWARE                           5918 Stoneridge Mall Road                     94-3019135
(State or other jurisdiction of            Pleasanton, California 94588                 (I.R.S. Employer
incorporation or organization)    (Address of principal executive offices) (Zip)       Identification Number)
</TABLE>

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

                           RANDALLS FOOD MARKETS, INC.
                            ESOP/401(K) SAVINGS PLAN

                          DOMINICK'S FINER FOODS, INC.
                             401(K) RETIREMENT PLAN
                         FOR UNION EMPLOYEES, AS AMENDED

                          DOMINICK'S FINER FOODS, INC.
                             401(K) RETIREMENT PLAN
                       FOR NON-UNION EMPLOYEES, AS AMENDED

                           (Full titles of the plans)

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

                              Michael C. Ross, Esq.
              Senior Vice President, Secretary And General Counsel
                                  SAFEWAY INC.
                            5918 Stoneridge Mall Road
                          Pleasanton, California 94588
                                 (925) 467-3000
 (Name, address and telephone number, including area code, of agent for service)
                                   Copies to:
                              Scott R. Haber, Esq.
                                Latham & Watkins
                        505 Montgomery Street, Suite 1900
                         San Francisco, California 94111
                                 (415) 391-0600

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

                         Calculation of Registration Fee

<TABLE>
<CAPTION>
=================================================================================================
                                                                Proposed
                                             Proposed            Maximum
      Title of             Amount             Maximum           Aggregate          Amount of
   Securities to            to be         Offering Price        Offering         Registration
 be Registered (1)       Registered          Per Share          Price (2)             Fee
- -------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                  <C>               <C>
Common Stock,
$0.01 par value
- -------------------------------------------------------------------------------------------------
Randalls Food             2,500,000             (2)            $93,225,000        $24,611.40
Markets, Inc.
ESOP/401(k) Savings
Plan
- -------------------------------------------------------------------------------------------------
Dominick's Finer Foods,   1,000,000             (2)            $37,290,000         $9,844.56
- -------------------------------------------------------------------------------------------------
</TABLE>


                                       1

<PAGE>   2

<TABLE>
<S>                      <C>              <C>                  <C>               <C>
- -------------------------------------------------------------------------------------------------
Inc. 401(K)
Retirement Plan for
Union Employees, as
amended
- -------------------------------------------------------------------------------------------------
Dominick's Finer            500,000             (2)            $18,645,000         $4,922.28
Foods, Inc. 401(K)
Retirement Plan for
Non-Union Employees,
as amended
=================================================================================================
Total                     4,000,000             (2)           $149,160,000        $39,378.24
=================================================================================================
</TABLE>

(1)     In addition, pursuant to Rule 416(c), this registration statement also
        covers an indeterminate amount of interests to be offered or sold
        pursuant to the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan,
        the Dominick's Finer Foods, Inc. 401(K) Retirement Plan for Union
        Employees, as amended, and the Dominick's Finer Foods, Inc. 401(K)
        Retirement Plan for Non-Union Employees, as amended, described herein.

(2)     Estimated for the purpose of calculating the registration fee pursuant
        to Rule 457(c) for the shares registered hereunder (the average ($37.29)
        of the high ($37.94) and low ($36.63) prices for the Company's Common
        Stock quoted on the New York Stock Exchange on November 23, 1999).



                                       2
<PAGE>   3

                                       I.
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The information called for in Part I of Form S-8 is not being
filed with or included in this Form S-8 (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").

                                      II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               We incorporate by reference the following documents we or the
Randalls Food Markets, Inc. ESOP/401(k) Savings Plan, the Dominick's Finer
Foods, Inc. 401(K) Retirement Plan for Union Employees, as amended, and the
Dominick's Finer Foods, Inc. 401(K) Retirement Plan for Non-Union Employees, as
amended (collectively, the "Plans") filed with the Commission pursuant to
Section 13 of the Exchange Act (Commission file number 1-41):

                  -   Safeway's Annual Report on Form 10-K for the fiscal year
                      ended January 2, 1999;

                  -   Safeway's Quarterly Report on Form 10-Q for the period
                      ended March 27, 1999;

                  -   Safeway's Quarterly Report on Form 10-Q for the period
                      ended June 19, 1999;

                  -   Safeway's Quarterly Report on Form 10-Q for the period
                      ended September 11, 1999;

                  -   Safeway's Current Reports on Form 8-K dated February 11,
                      1999, February 23, 1999, April 23, 1999, August 4, 1999
                      and September 14, 1999;

                  -   Description of our common stock contained in our
                      registration statement on Form 8-A filed with the
                      Commission on February 20, 1990, including the amendment
                      on Form 8 dated March 26, 1990; and

                  -   All documents filed by us or the Plans with the Commission
                      pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
                      Exchange Act, prior to the filing of a post-effective
                      amendment which indicates that all securities offered
                      have been sold or which deregisters all securities then
                      remaining unsold.

               Information that we or the Plans file later with the Commission
will automatically update and supersede this information.

ITEM 4.  DESCRIPTION OF SECURITIES.

               Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               As permitted by the Delaware General Corporation Law, the
Company's Restated Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its



                                       3
<PAGE>   4

stockholders for monetary damages for any breach of fiduciary duty as a
director, except for liability (i) for breach of the duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (governing distributions to
stockholders), or (iv) for any transaction for which a director derives an
improper personal benefit. In addition, Section 145 of the Delaware General
Corporation law and Article III, Section 13 of the Company's bylaws, under
certain circumstances, provide for the indemnification of the Company's
officers, directors, employees and agents against liabilities which they may
incur in such capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to Article III, Section 13 of the
Company's bylaws.

               In general, any officer, director, employee or agent will be
indemnified against expenses, including attorney's fees, fines, settlements or
judgments, which were actually and reasonably incurred, in connection with a
legal proceeding, other than one brought by or on behalf of the Company, to
which he was a party as a result of such relationship, if he acted in good
faith, and in the manner he believed to be in or not opposed to the Company's
best interest and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. If the action is brought
by or on behalf of the Company, the person to be indemnified must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
Company's best interest, but no indemnification will be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of Delaware, or the court in which such action was brought, determines upon
application that, despite adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expense which such Court of Chancery or such other court
shall deem proper.

               Any indemnification under the previous paragraphs (unless ordered
by a court) will be made by the Company only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper under the circumstances because he has met the applicable
standard of conduct set forth above. Such determination will be made (i) by the
Company's board of directors by a majority vote of a quorum of disinterested
directors who were not parties to such actions, (ii) if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders. To the extent that a director, officer, employee or agent of the
Company is successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in the previous paragraph, he will be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.

               Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
Company as authorized by the Company's bylaws. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Company's board of directors deems appropriate.

               The indemnification and advancement of expenses provided by, or
granted pursuant to, Section 13 of the Company's bylaws is not deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. If a claim for
indemnification or payment of expenses under Section 13 of the Company's bylaws
is not paid in full within ninety (90) days after a written claim therefor has
been received by the Company, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action, the
Company has the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.

               The Company's board of directors may authorize, by a vote of a
majority of a quorum of the Company's board of directors, the Company to
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



                                       4
<PAGE>   5

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 provisions of Section 13
of the Company's bylaws. The Company's board of directors may authorize the
Company to enter into a contract with 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 providing for
indemnification rights equivalent to or, if the Company's board of directors so
determines, greater than those provided for in Section 13 of the Company's
bylaws.

               The Company has also purchased insurance for its directors and
officers for certain losses arising from claims or charges made against them in
their capacities as directors and officers of the Company.

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<S>         <C>
   4.1      Randalls Food Markets, Inc. ESOP/401(k) Savings Plan (amended and
            restated as of April 1, 1997).

   4.2      First Amendment to the Randalls Food Markets, Inc. ESOP/401(k)
            Savings Plan.

   4.3      Second Amendment to the Randalls Food Markets, Inc. ESOP/401(k)
            Savings Plan.

   4.4      Third Amendment to the Randalls Food Markets, Inc. ESOP/401(k)
            Savings Plan.

   4.5      Fourth Amendment to the Randalls Food Markets, Inc. ESOP/401(k)
            Savings Plan.

   4.6      Dominick's Finer Foods, Inc. 401(K) Retirement Plan for Union
            Employees, as amended.

   4.7      Dominick's Finer Foods, Inc. 401(K) Retirement Plan for Non-Union
            Employees, as amended.

   5.1      Randalls Plan Internal Revenue Service Determination letter (see
            Item 9(d)).

   5.2      Dominick's Union Plan Internal Revenue Service Determination letter
            (see Item 9(d)).

   5.3      Dominick's Non-Union Plan Internal Revenue Service Determination
            letter (see Item 9(d)).

  23.1      Consent of Deloitte & Touche LLP.

  24        Power of Attorney. (Incorporated by reference in the signature page
            to the Registration Statement).
</TABLE>

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


ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

           (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;

           (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate,



                                       5
<PAGE>   6

        represent a fundamental change in the information set forth in the
        registration statement. Notwithstanding the foregoing, any increase or
        decrease in volume of securities offered (if the total dollar value of
        securities offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum offering
        range may be reflected in the form of prospectus filed with the
        Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
        volume and price represent no more than 20 percent change in the maximum
        aggregate offering price set forth in the "Calculation of Registration
        Fee" table in the effective registration statement;

           (iii) To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement;
        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the registration statement is on Form S-3 or Form S-8, and the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed with or
        furnished to the Commission by the registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        the registration statement.

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

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

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(d) Pursuant to Item 8(b) of Form S-8, in lieu of an Internal Revenue Service
("IRS") determination letter that the Plans are qualified under Section 401 of
the Internal Revenue Code, the undersigned registrant hereby undertakes that it
has submitted the Plans and the amendments thereto, and will submit any future
amendments, to the IRS in a timely manner and will make all changes required by
the IRS to qualify the Plans.



                                       6
<PAGE>   7

                                   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, thereunto duly
authorized, in the City of Pleasanton, State of California on this 2nd day of
December 1999.

                                        SAFEWAY INC.

                                        By: /s/ MICHAEL C. ROSS
                                            ------------------------------------
                                            Michael C. Ross
                                            Senior Vice President, Secretary and
                                            General Counsel


                                POWER OF ATTORNEY

               KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Michael C. Ross with
full power of substitution and full power to act without the other, such
person's true and lawful attorney-in-fact and agent to act for such person in
such person's name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, 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 in order to effectuate the same as fully,
to all intents and purposes, as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, may lawfully
do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 2, 1999.

<TABLE>
<CAPTION>
                Signature                                             Title
                ---------                                             -----
<S>                                              <C>
/s/ Steven A. Burd                               Chairman, President and Chief Executive Officer
- ------------------------------------------       (Principal Executive Officer)
Steven A. Burd

/s/ David G. Weed                                Executive Vice President, Chief Financial Officer
- ------------------------------------------       (Principal Financial Officer and Principal
David G. Weed                                    Accounting Officer)

/s/ James H. Greene, Jr.                         Director
- ------------------------------------------
James H. Greene, Jr.

/s/ Paul Hazen                                   Director
- ------------------------------------------
Paul Hazen

/s/ Henry R. Kravis                              Director
- ------------------------------------------
Henry R. Kravis

/s/ Robert I. MacDonnell                         Director
- ------------------------------------------
Robert I. MacDonnell

/s/ Peter A. Magowan                             Director
- ------------------------------------------
Peter A. Magowan
</TABLE>

<PAGE>   8


<TABLE>
<S>                                              <C>
/s/ George R. Roberts                            Director
- ------------------------------------------
George R. Roberts

/s/ Rebecca A. Stirn                             Director
- ------------------------------------------
Rebecca A. Stirn

/s/ William Y. Tauscher                          Director
- ------------------------------------------
William Y. Tauscher
</TABLE>

<PAGE>   9

               Pursuant to the requirements of the Securities and Exchange Act
of 1933, as amended, the Benefit Plans Committee has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Houston, Texas on December 1, 1999.

                                     RANDALLS FOOD MARKETS, INC.
                                     ESOP/401(K) SAVINGS PLAN

                                     By:      /s/  Janice R. Schilmoeller
                                            ---------------------------------
                                            Name: Janice R. Schilmoeller
                                            Title: Vice President of Risk
                                                   Management

<PAGE>   10

               Pursuant to the requirements of the Securities and Exchange Act
of 1933, as amended, the Benefit Plans Committee has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Hartford, Connecticut on December 1, 1999.


                                  DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT
                                  PLAN FOR UNION EMPLOYEES, AS AMENDED

                                  By:      /s/ Dewayne Howard
                                         ---------------------------------------
                                         Name: Dewayne Howard
                                         Title: Director of Human Resources of
                                                Dominick's Finer Foods, Inc.

<PAGE>   11

               Pursuant to the requirements of the Securities and Exchange Act
of 1933, as amended, the Benefit Plans Committee has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Hartford, Connecticut on December 1, 1999.


                                  DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT
                                  PLAN FOR NON-UNION EMPLOYEES, AS AMENDED

                                  By:      /s/ Dewayne Howard
                                         ---------------------------------------
                                         Name: Dewayne Howard
                                         Title: Director of Human Resources of
                                                Dominick's Finer Foods, Inc.

<PAGE>   12

                                INDEX TO EXHIBITS

 Exhibit

<TABLE>
<S>         <C>
   4.1      Randalls Food Markets, Inc. ESOP/401(k) Savings Plan (amended and
            restated as of April 1, 1997).

   4.2      First Amendment to the Randalls Food Markets, Inc. ESOP/401(k)
            Savings Plan.

   4.3      Second Amendment to the Randalls Food Markets, Inc. ESOP/401(k)
            Savings Plan.

   4.4      Third Amendment to the Randalls Food Markets, Inc. ESOP/401(k)
            Savings Plan.

   4.5      Fourth Amendment to the Randalls Food Markets, Inc. ESOP/401(k)
            Savings Plan.

   4.6      Dominick's Finer Foods, Inc. 401(K) Retirement Plan for Union
            Employees, as amended.

   4.7      Dominick's Finer Foods, Inc. 401(K) Retirement Plan for Non-Union
            Employees, as amended.

   5.1      Randalls Plan Internal Revenue Service Determination letter (see
            Item 9(d)).

   5.2      Dominick's Union Plan Internal Revenue Service Determination letter
            (see Item 9(d)).

   5.3      Dominick's Non-Union Plan Internal Revenue Service Determination
            letter (see Item 9(d)).

  23.1      Consent of Deloitte & Touche LLP.

  24        Power of Attorney. (Incorporated by reference in the signature page
            to the Registration Statement).
</TABLE>


<PAGE>   1

                                                                     EXHIBIT 4.1




                           RANDALLS FOOD MARKETS, INC.

                            ESOP/401(k) SAVINGS PLAN

                   (AMENDED AND RESTATED AS OF APRIL 1, 1997)




<PAGE>   2

                           RANDALLS FOOD MARKETS, INC.
                            ESOP/401(k) SAVINGS PLAN
                   (Amended and Restated as of April 1, 1997)

                                  WITNESSETH:

        WHEREAS, effective June 24, 1986, the Employer established the Randall's
Food Markets, Inc. Salaried Employee Stock Ownership Plan and its related trust
(collectively the "Salaried ESOP") so as to enable its eligible salaried
employees to acquire a proprietary interest in capital stock of the Employer;
and

        WHEREAS, effective June 24, 1986, the Employer established the Randall's
Food Markets, Inc. Hourly Paid Employee Stock Ownership Plan and its related
trust (collectively the "Hourly ESOP") so as to enable its eligible hourly paid
employees to acquire a proprietary interest in capital stock of the Employer;
and

        WHEREAS, effective January 1, 1994, the Employer merged the Hourly ESOP
into the Salaried ESOP, and the surviving plan was renamed the Randalls Food
Markets, Inc. Employee Stock Ownership Plan (the "Combined ESOP"); and

        WHEREAS, in Section 9.1 of the Combined ESOP, the Employer reserved the
right to amend the Combined ESOP at any time; and

        WHEREAS, the Employer desires to amend the Combined ESOP to (i) freeze
the ESOP portion of the Combined ESOP, and (ii) add a cash or deferred
arrangement feature under Code Section 401(k).

        NOW, THEREFORE, effective April 1, 1997, subject to a favorable
determination from the Internal Revenue Service with respect to the
qualification hereof, the Employer hereby renames the Combined ESOP the Randalls
Food Markets, Inc. ESOP/401(k) Savings Plan (the "Plan") and amends and restates
the Plan. The terms of this amendment and restatement shall apply only to (i)
those individuals who are Former Participants with an Account balance on April
1, 1997, but only with respect to the investment and distribution of such
Accounts, and (ii) those individuals who are Participants on or after April 1,
1997. The amended and restated Plan shall read as follows:



<PAGE>   3

                                   ARTICLE 1.
                                   DEFINITIONS

        1.1     "Account" means, with respect to each Participant, the value of
all accounts maintained on behalf of a Participant.

        1.2     "Act" means the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.

        1.3     "Administrator" means the "Randalls Employee Benefits Committee"
designated by the Employer pursuant to Section 2.4 to administer the Plan on
behalf of the Employer.

        1.4     "Affiliated Employer" means the Employer and any corporation
which is a member of a controlled group of corporations (as defined in Code
Section 414(b)) which include the Employer; any trade or business (whether or
not incorporated) which is under common control (as defined in Code Section
414(c)) with the Employer; any organization (whether or not incorporated) which
is a member of an affiliated service group (as defined in Code Section 414(m))
which includes the Employer; and any other entity required to be aggregated with
the Employer pursuant to Regulations under Code Section 414(o).

        1.5     "Anniversary Date" means the last day of the Plan Year.

        1.6     "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
7.2 and 7.6.

        1.7     "Code" means the Internal Revenue Code of 1986, as amended.

        1.8     "Company Stock" shall mean common stock issued by the Employer
(or by a corporation which is a member of the controlled group of corporations
in which the Employer is a member) which is readily tradeable on an established
securities market. If there is no common stock which meets the foregoing
requirement, the term "Company Stock" means common stock issued by the Employer
(or by a corporation which is a member of the same controlled group) having a
combination of voting power and dividend rights equal to or in excess of: (A)
that class of common stock of the Employer (or of any other such corporation)
having the greatest voting power, and (B) that class of stock of the Employer
(or of any other such corporation) having the greatest dividend rights.
Noncallable preferred stock shall be deemed to be "Company Stock" if such stock
is convertible at any time into stock which constitutes "Company Stock"
hereunder and if such conversion is at a conversion price which (as of the date
of the acquisition by the Trust) is reasonable.

        1.9     "Company Stock Account" shall mean the account of a Participant
which is or has been credited with the shares of Company Stock purchased and
paid for by the Trust Fund or contributed to the Trust Fund, or any funds
received in exchange for tendered shares of Company Stock in accordance with
Section 8.3. Effective April 1, 1997, the balance in each Participant's Company
Stock Account shall be fully Vested at all times and shall not be subject to
forfeiture for any reason.



                                       2
<PAGE>   4

        1.10    "Compensation" shall mean a Participant's wages for the Plan
Year within the meaning of Code Section 3401(a) (for the purposes of income tax
withholding at the source) but determined without regard to any rules that limit
the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code Section 3401(a)(2)). For purposes of this Section, the
determination of Compensation shall be made by excluding bonuses and including
amounts which are contributed by the Employer pursuant to a salary reduction
agreement and which are not includible in the gross income of the Participant
under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee
contributions described in Code Section 414(h)(2) that are treated as Employer
contributions.

        Compensation shall be recognized as of an Employee's effective date of
participation pursuant to Section 3.3.

        In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Compensation of each Employee taken into account under the Plan shall not exceed
the "OBRA `93 Annual Compensation Limit." The "OBRA `93 Annual Compensation
Limit" is $150,000, as adjusted for increases in the cost of living in
accordance with Code Section 401(a)(17)(B). The cost of living adjustment in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined ("Determination Period") beginning in such
calendar year. If a Determination Period consists of fewer than 12 months, the
"OBRA `93 Annual Compensation Limit" will be multiplied by a fraction, the
numerator of which is the number of months in the Determination Period, and the
denominator of which is 12.

        Any reference in this Plan to the limitation under Code Section
401(a)(17) shall mean the "OBRA `93 Annual Compensation Limit" set forth in this
Section.

        If Compensation for any prior Determination Period is taken into account
in determining a Participant's benefits accruing in the current Plan Year, the
Compensation for that prior Determination Period is subject to the "OBRA `93
Annual Compensation Limit" in effect for that prior Determination Period. For
this purpose, for Determination Periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the "OBRA `93 Annual
Compensation Limit" is $150,000.

        1.11    "Contract" or "Policy" shall mean a life insurance policy or
annuity contract (group or individual) issued by the insurer as elected.

        1.12    "Current Obligations" shall mean Trust obligations arising from
extension of credit to the Trust and payable in cash within (1) year from the
date an Employer contribution is due.

        1.13    "Deferred Compensation" with respect to any Participant means
that portion of such Participant's total Compensation which has been contributed
to the Plan in accordance with the Participant's deferral election pursuant to
Section 4.2, excluding any such amounts distributed as excess "annual additions"
pursuant to Section 4.11(a).



                                       3
<PAGE>   5

        1.14    "Elective Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Elective Contributions. A separate
accounting shall be maintained with respect to that portion of the Elective
Account attributable to Elective Contributions pursuant to Section 4.2 and any
Qualified Non-Elective Contributions.

        1.15    "Elective Contribution" means the contributions to the Plan that
are made pursuant to the Participant's deferral election provided in Section
4.2.

        1.16    "Eligible Employee" means any Employee who has satisfied the
provisions of Section 3.1.

        1.17    "Employee" means any person who is employed by the Employer, but
excludes any person who is employed as an independent contractor. Employees
whose employment is governed by the terms of a collective bargaining agreement
between Employee representatives (within the meaning of Code Section 7701(a)(46)
and the Employer under which retirement benefits were the subject of good faith
bargaining between the parties, unless such agreement expressly provides for
such coverage in this Plan, will not be eligible to participate in the Plan.

        The term "Employee" shall also include any leased employee which,
effective January 1, 1997, means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any leasing
organization has performed services for the recipient on a substantially
full-time basis for a period of at least one year, and such services are
performed under the primary direction or control of the Employer. Contributions
or benefits provided a leased employee by the leasing organization which are
attributable to services performed for the recipient Employer shall be treated
as provided by the Employer.

        A leased employee shall not be considered an Employee of the Employer
if: (i) such employee is covered by a money purchase pension plan providing: (1)
a nonintegrated employer contribution rate of at least 10 percent of
compensation (as defined in Code Section 415(c)(3), but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Code Section 125, 402(e)(3), 402(h) or
403(b)), (2) immediate participation, and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than 20 percent of the Employer's
nonhighly compensated workforce.

        Leased employees will not be eligible to participate in the Plan.

        1.18    "Employee After-Tax Account" shall mean the account which is
credited with the shares of Company Stock and Investment Funds resulting from
the Participant's Employee contributions made prior to April 1, 1997. Any
balance in the Employee After-Tax Account shall be fully Vested at all times and
shall not be subject to Forfeiture for any reason. Prior to April 1, 1997, the
Employee After-Tax Account was referred to as the "ESOP Contribution Account."



                                       4
<PAGE>   6

        1.19    "Employer" means Randalls Food Markets, Inc., a Texas
corporation and any Participating Employer (as defined in Section 11.1) which
shall adopt this Plan; any successor which shall maintain this Plan; and any
predecessor which has maintained this Plan.

        1.20    "ESOP" means an employee stock ownership plan that meets the
requirements of Code Section 4975(e)(7) and Regulation 54.4975-11.

        1.21    "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Matching Contributions and any
qualified non-elective contributions or elective deferrals taken into account
pursuant to Section 4.8(c) on behalf of Highly Compensated Participants for such
Plan Year, over the maximum amount of such contributions permitted under the
limitations of Section 4.8(a).

        1.22    "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions made on behalf of Highly Compensated
Participants for the Plan Year over the maximum amount of such contributions
permitted under Section 4.6(a). Excess Contributions shall be treated as "annual
additions" pursuant to Section 4.10(b).

        1.23    "Excess Deferred Compensation" means, with respect to any
taxable year of a Participant, the excess of the aggregate amount of such
Participant's Deferred Compensation and the elective deferrals pursuant to
Section 4.2(g) actually made on behalf of such Participant for such taxable
year, over the dollar limitation provided for in Code Section 402(g), which is
incorporated herein by reference. Excess Deferred Compensation shall be treated
as an "annual addition" pursuant to Section 4.10(b) when contributed to the Plan
unless distributed to the affected Participant not later than the first April
15th following the close of the Participant's taxable year. However, Excess
Deferred Compensation of Non-Highly Compensated Participants is not taken into
account for purposes of Section 4.6(a) to the extent such Excess Deferred
Compensation occurs pursuant to Section 4.2(f).

        1.24    "Exempt Loan" shall mean a loan made to the Plan by a
disqualified person or a loan to the Plan which is guaranteed by a disqualified
person and which satisfies the requirements of Section 2550.408b-3 of the
Department of Labor Regulations and Section 54.4975-7(b) of the Treasury
Regulations and Section 5.3 hereof.

        1.25    "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

        1.26    "Fiscal Year" means the Employer's accounting year of not less
than fifty-two (52) nor more than fifty-three (53) weeks ending on the last
Saturday in June.



                                       5
<PAGE>   7

        1.27    "Forfeiture" means that portion of a Participant's Account that
is not Vested, and occurs on the earlier of:

                (a)     the distribution of the entire Vested portion of a
        Participant's Account, or

                (b)     the last day of the Plan Year in which the Participant
        incurs five (5) consecutive 1-Year Breaks in Service.

        1.28    "Former Participant" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

        1.29    "414(s) Compensation" means, with respect to any Participant,
such Participant's "415 Compensation" paid during a Plan Year. The amount of
"414(s) Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve month period ending on the last day of such
Plan Year. For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h), 403(b) or 457, and Employee contributions described in Code Section
414(h)(2) that are treated as Employer contributions.

        In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Compensation of each Employee taken into account under the Plan shall not exceed
the "OBRA `93 Annual Compensation Limit." The "OBRA `93 Annual Compensation
Limit" is $150,000, as adjusted for increases in the cost of living in
accordance with Code Section 401(a)(17)(B). The cost of living adjustment in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined ("Determination Period") beginning in such
calendar year. If a Determination Period consists of fewer than 12 months, the
"OBRA `93 Annual Compensation Limit" will be multiplied by a fraction, the
numerator of which is the number of months in the Determination Period, and the
denominator of which is 12.

        Any reference in this Plan to the limitation under Code Section
401(a)(17) shall mean the "OBRA `93 Annual Compensation Limit" set forth in this
Section.

        If Compensation for any prior Determination Period is taken into account
in determining a Participant's benefits accruing in the current Plan Year, the
Compensation for that prior Determination Period is subject to the "OBRA `93
Annual Compensation Limit" in effect for that prior Determination Period. For
this purpose, for Determination Periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the "OBRA `93 Annual
Compensation Limit" is $150,000.

        1.30    "415 Compensation" means compensation as defined in Section
4.10(d) of the Plan.



                                       6
<PAGE>   8

        1.31    "Highly Compensated Employee" means any Employee or former
Employee who is a highly compensated employee as defined in Code Section 414(q)
and the Regulations thereunder. Generally, any Employee or former Employee is
considered a Highly Compensated Employee if such Employee or former Employee
performed services for the Employer during the "determination year" and is one
or more of the following groups:

                (a)     Employees who at any time during the "determination
        year" or "look-back year" were "five percent owners." "Five-percent
        owner" means any person who owns (or is considered as owning within the
        meaning of Code Section 318) more than five percent of the outstanding
        stock of the Employer or stock possessing more than five percent of the
        total combined voting power of all stock of the Employer or, in the case
        of an unincorporated business, any person who owns more than five
        percent of the capital or profits interest in the Employer. In
        determining percentage ownership hereunder, employers that would
        otherwise be aggregated under Code Sections 414(b), (c), (m) and (o)
        shall be treated as separate employers.

                (b)     Employees who received "415 Compensation" during the
        "look-back year" from the Employer in excess of $75,000. In determining
        whether an individual has "415 Compensation" of more than $75,000, "415
        Compensation" from each employer required to be aggregated under Code
        Sections 414(b), (c), (m) and (o) shall be taken into account.

                (c)     Employees who received "415 Compensation" during the
        "look-back year" from the Employer in excess of $50,000 and were in the
        top-paid group of Employees for the Plan Year. An Employee is in the
        top-paid group of Employees for any year if such Employee is in the
        group consisting of the top twenty (20) percent of the Employees when
        ranked on the basis of "415 Compensation" paid during the year. For the
        purpose of determining the number of Employees in the top-paid group,
        (a) Employees with less than six (6) months of service; (b) Employees
        who normally work less than 172 hours per week; (c) Employees who
        normally work less than six (6) months during a year; (d) Employees who
        have not yet attained age 21; and (e) except to the extent provided in
        Regulations, Employees who are included in a unit of Employees covered
        by a collective bargaining agreement between employee representatives
        and the Employer shall be excluded. In determining whether an individual
        has "415 Compensation" of more than $50,000, "415 Compensation" from
        each employer required to be aggregated under Code Section 414(b), (c),
        (m) and (o) shall be taken into account.

                (d)     Employees who during the "look-back year" were officers
        as defined in Section 1.36(a) and received "415 Compensation" during the
        "look-back year" from the Employer greater than 50 percent of the limit
        in effect under Code Section 415(b)(1)(A) for any such Plan Year. The
        number of officers shall be limited to the lesser of (i) 50 employees;
        or (ii) the greater of 3 employees or 10 percent of all employees. For
        the purpose of determining the number of officers, the Employees
        excluded in paragraph (c) above for purposes of determining the top-paid
        group shall be excluded. However, such Employees shall still be
        considered for the purpose of identifying the particular



                                       7
<PAGE>   9

        Employees who are officers. If the Employer does not have at least one
        officer whose annual "415 Compensation" is in excess of 50 percent of
        the Code Section 415(b)(1)(A) limit, then the highest paid officer of
        the Employer will be treated as a Highly Compensated Employee.

                (e)     Employees who are in the group consisting of the 100
        Employees paid the greatest "415 Compensation" during the "determination
        year" and are also described in (b), (c) or (d) above when these
        paragraphs are modified to substitute "determination year" for
        "look-back year."

        The "look-back year" shall be the calendar year ending with or within
the Plan Year for which testing is being performed, and the "determination year"
(if applicable) shall be the period of time, if any, which extends beyond the
"look-back year" and ends on the last day of the Plan Year for which testing is
being performed (the "lag period"). If the "lag period" is less than twelve
months long, the threshold amounts specified in (b), (c) and (d) above shall be
prorated based upon the number of months in the "lag period."

        Notwithstanding the foregoing, for Plan Years beginning after December
31, 1996, "Highly Compensated Employee" shall mean any Employee who is in one or
more of the following groups:

                (a)     Employees who at any time during the Plan Year being
        tested or the prior Plan Year were "five-percent owners."

                (b)     Employees who, during the prior Plan Year:

                        (1)     received "415 Compensation" in excess of $80,000
                (or such other amount as determined by the Secretary of the
                Treasury which reflects cost-of-living increases in accordance
                with Code Section 414(q)(1)), and

                        (2)     if the Employer elects the application of this
                clause (2) for the prior Plan Year, was in the top-paid group of
                employees for the prior Plan Year.

        A former Employee shall be treated as a Highly Compensated Employee if
(1) such former Employee was a Highly Compensated Employee when he separated
from Service or (2) such former Employee was a Highly Compensated Employee at
any time after attaining age fifty-five (55).

        For purposes of this Section, the determination of "415 Compensation"
shall be based only on "415 Compensation" which is actually paid and shall be
made by including amounts that would otherwise be excluded from a Participant's
gross income by reason of the application of Code Sections 125, 402(e)(3),
402(h)(1)(B) and, in the case of Employer contributions made pursuant to a
salary reduction agreement, by including amounts that would otherwise be
excluded from a participant's gross income by reason of the application of Code
Section 403(b).



                                       8
<PAGE>   10

        In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Employers shall be taken into account as a single
employer and leased employees within the meaning of Code Sections 414(n)(2) and
414(o)(2) shall be considered Employees unless such leased employees are covered
by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. The exclusion of leased employees for
this purpose shall be applied on a uniform and consistent basis for all of the
Employer's retirement plans.

        1.32    "Highly Compensated Participant" shall mean any Highly
Compensated Employee who is eligible to participate in the Plan.

        1.33    "Hour of Service" shall mean (1) each hour for which an Employee
is directly or indirectly compensated or entitled to compensation by the
Employer for the performance of duties during the applicable computation period;
(2) each hour for which an Employee is directly or indirectly compensated or
entitled to compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, involuntary
military duty or leave of absence) during the applicable computation period; (3)
each hour for which back pay is awarded or agreed to by the Employer without
regard to mitigation of damages.

        Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

        For purposes of this Section, a payment shall be deemed to be made by or
due from the Employer regardless of whether such payment is made by or due from
the Employer directly, or indirectly through, among others, a trust fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

        An Hour of Service must be counted for the purpose of determining a Year
of Service, a year of participation for purposes of accrued benefits, a 1-Year
Break in Service, and employment commencement date (or reemployment commencement
date). The provisions of Department of Labor regulations 2530.200b-2(b) and (c)
are incorporated herein by reference.

        1.34    "Investment Funds" means the funds into which the assets of the
Trust Fund shall be invested as set forth in Section 4.13.



                                       9
<PAGE>   11

        1.35    "Investment Manager" means any person, firm or corporation who
is a registered investment adviser under the Investment Advisers Act of 1940, a
bank or an insurance company, and (a) who has the power to manage, acquire, or
dispose of Plan assets, and (b) who acknowledges in writing his fiduciary
responsibility to the Plan.

        1.36    "Key Employee" means those Employees defined in Code Section
416(i) and the Treasury Regulations thereunder. Generally, they shall include
any Employee or former Employee (and his Beneficiaries) who, at any time during
the Plan Year or any of the preceding four (4) Plan Years, is:

                (a)     an officer of the Employer (as that term is defined
        within the meaning of the regulations under Code Section 416) having
        annual "415 Compensation" greater than 50 percent of the amount in
        effect under Code Section 415(b)(1)(A) for any such Plan Year. Whether
        an individual is an officer shall be determined by the Employer on the
        basis of all the facts and circumstances, such as an individual's
        authority, duties, and term of office, not on the mere fact that the
        individual has the title of an officer. For any such Plan Year, officers
        considered to be Key Employees will be no more than the fewer of:

                        (1)     Fifty (50) Employees; or

                        (2)     Ten percent (10%) of the Employees or, if
                greater than ten percent (10%), three (3) Employees.

                For this purpose, the highest paid officers shall be selected.
        For purposes of determining the number of officers taken into account,
        Employees excluded for purposes of determining the top-paid group
        pursuant to Section 1.31(c) shall be excluded.

                (b)     one of the ten Employees having annual "415
        Compensation" from the Employer for a Plan Year greater than the dollar
        limitation in effect under Code Section 415(c)(1)(A) for the calendar
        year in which such Plan Year ends and owning (or considered as owning
        within the meaning of Code Section 318) both more than one-half percent
        (2%) interest and the largest interests in the Employer.

                (c)     a "five percent owner" of the Employer.

                (d)     a "one percent owner" of the Employer having annual "415
        Compensation" from the Employer of more than $150,000. "One percent
        owner" means any person who owns (or is considered as owning within the
        meaning of Code Section 318) at least one percent (1%) of the
        outstanding stock of the Employer or stock possessing more than one
        percent (1%) of the total combined voting power of all stock of the
        Employer.

        1.37    "Late Retirement Date" means the first day of the month
coinciding with or next following a Participant's actual Retirement Date after
having reached his Normal Retirement Date.



                                       10
<PAGE>   12

        1.38    "Matching Contribution" means the contributions to the Plan that
are made pursuant to Section 4.1(a)(2).

        1.39    "Matching Contribution Account" means the account established
and maintained by the Administrator for each Participant with respect to his
total interest in the Plan and Trust resulting from the Employer's Matching
Contributions.

        1.40    "Non-Highly Compensated Employee" means any Employee or former
Employee who is not a Highly Compensated Employee.

        1.41    "Non-Highly Compensated Participant" means any Participant who
is not a Highly Compensated Employee.

        1.42    "Non-Key Employee" means any Employee or former Employee (and
his Beneficiaries) who is not a Key Employee.

        1.43    "Non-Texas Resident" means a Participant who is not a resident
of the State of Texas.

        1.44    "Non-Top Heavy Plan Year" means a Plan Year which is not a Top
Heavy Plan Year.

        1.45    "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age (65th
birthday). A Participant shall become fully Vested in his Account upon attaining
his Normal Retirement Age.

        1.46    "1-Year Break in Service" means a Plan Year during which an
Employee has not completed more than 500 Hours of Service with the Employer. An
Employee shall not incur a 1-Year Break in Service for the Plan Year in which he
becomes a Participant, dies, retires or suffers Total and Permanent Disability.
Further, solely for the purpose of determining whether a Participant has
incurred a 1-Year Break in Service, Hours of Service shall be recognized for
"authorized leaves of absence" and "maternity and paternity leaves of absence."

        "Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established nondiscriminatory
policy, whether occasioned by illness, military service, or any other reason.

        A "maternity or paternity leave of absence" shall mean an absence from
work for any period by reason of the Employee's pregnancy, birth of the
Employee's child, placement of a child with the Employee in connection with the
adoption of such child, or any absence for the purpose of caring for such child
for a period immediately following such birth or placement. For this purpose,
Hours of Service shall be credited for the computation period in which the
absence from work begins, only if credit therefor is necessary to prevent the
Employee from incurring a 1-Year Break in Service, or, in any other case, in the
immediately following computation period. The Hours of Service credited for a
"maternity or paternity leave of absence" shall be those which would normally
have been credited but for such absence, or, in any case in which the



                                       11
<PAGE>   13

Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for
a "maternity or paternity leave of absence" shall not exceed 501.

        1.47    "Other Investments Account" shall mean the account of a
Participant which is credited with his share of Forfeitures.

        1.48    "Participant" shall mean any Eligible Employee who elects to
participate in the Plan as provided in Sections 3.2 and 3.3, and has not for any
reason become ineligible to participate further in the Plan.

        1.49    "Plan" shall mean this instrument, including all amendments
thereto.

        1.50    "Plan Year" means the Plan's accounting year of not less than
fifty-two (52) nor more than fifty-three (53) weeks ending on the last Saturday
in June.

        1.51    "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan made pursuant to Section 4.7(b). Such contributions
shall be considered an Elective Contribution for the purposes of the Plan and
used to satisfy the Actual Deferral Percentage tests of Section 4.6(a).

        In addition, the Employer's contributions to the Plan that are made
pursuant to Section 4.9(f) and used to satisfy the Actual Contribution
Percentage tests of Section 4.8(a) shall be considered Qualified Non-Elective
Contributions and be subject to the provisions of Sections 4.2(d) and 4.2(e).

        1.52    "Regulation" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.

        1.53    "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

        1.54    "Retirement Date" means the date as of which a Participant
retires, whether such retirement occurs on a Participant's Normal Retirement
Date or Late Retirement Date (see Section 7.1).

        1.55    "Super Top Heavy Plan" means a plan described in Section 2.2(b).

        1.56    "Suspense Account" means the total forfeitable portion of all
Former Participants' Accounts which has not yet become a Forfeiture during any
Plan Year.

        1.57    "Terminated Participant" means a person who has been a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

        1.58    "Top Heavy Plan" means a plan described in Section 2.2(a).



                                       12
<PAGE>   14

        1.59    "Top Heavy Plan Year" means a Plan Year during which the Plan is
a Top Heavy Plan.

        1.60    "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing his usual and customary
employment with the Employer. The disability of a Participant shall be
determined by a licensed physician chosen by the Administrator. The
determination shall be applied uniformly to all Participants.

        1.61    "Trustee" means the person or entity named as trustee herein or
in any separate trust forming a part of this Plan, and any successors.

        1.62    "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

        1.63    "Unallocated Company Stock Suspense Account" means an account
containing Company Stock acquired with the proceeds of an Exempt Loan and which
has not been released from such account and allocated to the Participants'
Company Stock Accounts.

        1.64    "Vested" means the portion of a Participant's Account that is
nonforfeitable.

        1.65    "Year of Service" shall mean the computation period of twelve
(12) consecutive months, herein set forth, during which an Employee has at least
1,000 Hours of Service.

        For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service. The participation computation period beginning after a 1-Year Break in
Service shall be measured from the date on which an Employee again performs an
Hour of Service. The participation computation period shall shift to the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service.

        For vesting purposes, a Year of Service shall be all Years of Service in
which an Employee completes 1,000 Hours of Service with the Employer commencing
from the Employee's date of hire. Notwithstanding the foregoing, vesting service
under the Tom Thumb Food & Drugs, Inc. Profit Sharing Plan shall count for
vesting purposes under this Plan.

        Years of Service with any corporation, trade or business which is a
member of a controlled group of corporations or under common control (as defined
by Code Sections 414(b) and 414(c)), is a member of an affiliated service group
(as defined by Code Section 414(m)), or with any other entity required to be
aggregated with an Employer under Code Section 414(o) shall be recognized.



                                       13
<PAGE>   15

                                   ARTICLE 2.
                          TOP HEAVY AND ADMINISTRATION

        2.1     Top Heavy Plan Requirements

                (a)     For any Top Heavy Plan Year, the Plan shall provide the
        following:

                        (1)     special vesting requirements of Code Section
                416(b) pursuant to Section 7.4 of the Plan;

                        (2)     special minimum allocation requirements of Code
                Section 416(c) pursuant to Section 4.5 of the Plan.

        2.2     Determination of Top Heavy Status

                (a)     This Plan shall be a Top Heavy Plan for any Plan Year in
        which, as of the Determination Date, (1) the Present Value of Accrued
        Benefits of Key Employees and (2) the sum of the Aggregate Accounts of
        Key Employees under this Plan and all plans of an Aggregation Group,
        exceeds sixty percent (60%) of the Present Value of Accrued Benefits and
        the Aggregate Accounts of all Key and Non-Key Employees under this Plan
        and all plans of an Aggregation Group.

                If any Participant is a Non-Key Employee for any Plan Year, but
        such Participant was a Key Employee for any prior Plan Year, such
        Participant's Present Value of Accrued Benefit and/or Aggregate Account
        balance shall not be taken into account for purposes of determining
        whether this Plan is a Top Heavy or Super Top Heavy Plan (or whether any
        Aggregation Group which includes this Plan is a Top Heavy Group). If a
        Participant or Former Participant has not performed any services for any
        Employer maintaining the Plan at any time during the five year period
        ending on the Determination Date, any Accrued Benefit for such
        Participant or Former Participant (and the Aggregate Account of such
        individual) shall not be taken into account for the purposes of
        determining whether this Plan is a Top Heavy or Super Top Heavy Plan.

                (b)     This Plan shall be a Super Top Heavy Plan for any Plan
        Year in which, as of the Determination Date, (1) the Present Value of
        Accrued Benefits of Key Employees and (2) the sum of the Aggregate
        Accounts of Key Employees under this Plan and all plans of an
        Aggregation Group, exceeds ninety percent (90%) of the Present Value of
        Accrued Benefits and the Aggregate Accounts of all Key and Non-Key
        Employees under this Plan and all plans of an Aggregation Group.

                (c)     Aggregate Account: A Participant's Aggregate Account as
        of the Determination Date is the sum of:

                        (1)     his Participant's Account balance as of the most
                recent valuation occurring within a twelve (12) month period
                ending on the Determination Date;



                                       14
<PAGE>   16

                        (2)     an adjustment for any contributions due as of
                the Determination Date. Such adjustment shall be the amount of
                any contributions actually made after the valuation date but on
                or before the Determination Date, except for the first Plan Year
                when such adjustment shall also reflect the amount of any
                contributions made after the Determination Date that are
                allocated as of a date in that first Plan Year;

                        (3)     any Plan distributions made within the Plan Year
                that includes the Determination Date or within the four (4)
                preceding Plan Years. However, in the case of distributions made
                after the valuation date and prior to the Determination Date,
                such distributions are not included as distributions for top
                heavy purposes to the extent that such distributions are already
                included in the Participant's Aggregate Account balance as of
                the valuation date. Notwithstanding anything herein to the
                contrary, all distributions, including distributions made prior
                to January 1, 1984, and distributions under a terminated plan
                which if it had not been terminated would have been required to
                be included in an Aggregation Group, will be counted. Further,
                distributions from the Plan (including the cash value of life
                insurance policies) of a Participant's Account balance because
                of death shall be treated as a distribution for the purposes of
                this paragraph.

                        (4)     any Employee contributions, whether voluntary or
                mandatory. However, amounts attributable to tax deductible
                qualified voluntary employee contributions shall not be
                considered to be a part of the Participant's Aggregate Account
                balance.

                        (5)     with respect to unrelated rollovers and
                plan-to-plan transfers (ones which are both initiated by the
                Employee and made from a plan maintained by one employer to a
                plan maintained by another employer), if this Plan provides the
                rollovers or plan-to-plan transfers, it shall always consider
                such rollovers or plan-to-plan transfers as a distribution for
                the purposes of this Section. If this Plan is the plan accepting
                such rollovers or plan-to-plan transfers, it shall not consider
                such rollovers or plan-to-plan transfers as part of the
                Participant's Aggregate Account balance.

                        (6)     with respect to related rollovers and
                plan-to-plan transfers (ones either not initiated by the
                Employee or made to a plan maintained by the same employer), if
                this Plan provides the rollover or plan-to-plan transfer, it
                shall not be counted as a distribution for purposes of this
                Section. If this Plan is the plan accepting such rollover or
                plan-to-plan transfer, it shall consider such rollover or
                plan-to-plan transfer as part of the Participant's Aggregate
                Account balance, irrespective of the date on which such rollover
                or plan-to-plan transfer is accepted.

                        (7)     For the purposes of determining whether two
                employers are to be treated as the same employer in (5) and (6)
                above, all employers aggregated under Code Section 414(b), (c),
                (m) and (o) are treated as the same employer.



                                       15
<PAGE>   17

                (d)     "Aggregation Group" means either a Required Aggregation
        Group or a Permissive Aggregation Group as hereinafter determined.

                        (1)     Required Aggregation Group: In determining a
                Required Aggregation Group hereunder, each plan of the Employer
                in which a Key Employee is a participant in the Plan Year
                containing the Determination Date or any of the four preceding
                Plan Years, and each other plan of the Employer which enables
                any plan in which a Key Employee participates to meet the
                requirements of Code Sections 401(a)(4) or 410, will be required
                to be aggregated. Such group shall be known as a Required
                Aggregation Group.

                        In the case of a Required Aggregation Group, each
                plan in the group will be considered a Top Heavy Plan if the
                Required Aggregation Group is a Top Heavy Group. No plan in the
                Required Aggregation Group will be considered a Top Heavy Plan
                if the Required Aggregation Group is not a Top Heavy Group.

                        (2)     Permissive Aggregation Group: The Employer may
                also include any other plan not required to be included in the
                Required Aggregation Group, provided the resulting group, taken
                as a whole, would continue to satisfy the provisions of Code
                Sections 401(a)(4) and 410. Such group shall be known as a
                Permissive Aggregation Group.

                        In the case of a Permissive Aggregation Group, only a
                plan that is part of the Required Aggregation Group will be
                considered a Top Heavy Plan if the Permissive Aggregation Group
                is a Top Heavy Group. No plan in the Permissive Aggregation
                Group will be considered a Top Heavy Plan if the Permissive
                Aggregation Group is not a Top Heavy Group.

                        (3)     Only those plans of the Employer in which the
                Determination Dates fall within the same calendar year shall be
                aggregated in order to determine whether such plans are Top
                Heavy Plans.

                        (4)     An Aggregation Group shall include any
                terminated plan of the Employer if it was maintained within the
                last five (5) years ending on the Determination Date.

                (e)     "Determination Date" means (a) the last day of the
        preceding Plan Year, or (b) in the case of the first Plan Year, the last
        day of such Plan Year.

                (f)     Present Value of Accrued Benefit: In the case of a
        defined benefit plan, the Present Value of Accrued Benefit for a
        Participant other than a Key Employee shall be as determined using the
        single accrual method used for all plans of the Employer, or if no such
        single method exists, using a method which results in benefits accruing
        not more rapidly than the slowest accrual rate permitted under Code
        Section 411(b)(1)(C). The determination of the Present Value of Accrued
        Benefit shall be determined as of the most recent valuation date that
        falls within or ends with the 12-month period ending on the



                                       16
<PAGE>   18

        Determination Date except as provided in Code Section 416 and the
        Regulations thereunder for the first and second plan years of a defined
        benefit plan.

                (g)     "Top Heavy Group" means an Aggregation Group in which,
        as of the Determination Date, the sum of:

                        (1)     the Present Value of Accrued Benefits of Key
                Employees under all defined benefit plans included in the group,
                and

                        (2)     the Aggregate Accounts of Key Employees under
                all defined contribution plans included in the group, exceeds
                sixty percent (60%) of a similar sum determined for all
                Participants.

        2.3     Powers and Responsibilities of the Employer

                (a)     The Employer shall be empowered to appoint and remove
        the Trustee and the Administrator from time to time as it deems
        necessary for the proper administration of the Plan to assure that the
        Plan is being operated for the exclusive benefit of the Participants and
        their Beneficiaries in accordance with the terms of the Plan, the Code,
        and the Act.

                (b)     The Employer shall establish a "funding policy and
        method," i.e., it shall determine whether the Plan has a short run need
        for liquidity (e.g., to pay benefits) or whether liquidity is a long run
        goal and investment growth (and stability of same) is a more current
        need, or shall appoint a qualified person to do so. The Employer or its
        delegate shall communicate such needs and goals to the Trustee, who
        shall coordinate such Plan needs with its investment policy. The
        communication of such a "funding policy and method" shall not, however,
        constitute a directive to the Trustee as to investment of the Trust
        Funds. Such "funding policy and method" shall be consistent with the
        objectives of this Plan and with the requirements of Title I of the Act.

                (c)     The Employer may in its discretion appoint an Investment
        Manager to manage all or a designated portion of the assets of the Plan.
        In such event, the Trustee shall follow the written directives of the
        Investment Manager in investing the assets of the Plan managed by the
        Investment Manager.

                (d)     The Employer shall periodically review the performance
        of any Fiduciary or other person to whom duties have been delegated or
        allocated by it under the provisions of this Plan or pursuant to
        procedures established hereunder. This requirement may be satisfied by
        formal periodic review by the Employer or by a qualified person
        specifically designated by the Employer, through day-to-day conduct and
        evaluation, or through other appropriate ways.



                                       17
<PAGE>   19

        2.4     Assignment and Designation of Administrative Authority

        Any person, including, but not limited to, the Employees of the
Employer, shall be eligible to serve as an Administrator. The Employer shall
notify the Trustee of the name or names of the persons authorized to act as
Administrator of the Plan. An Administrator may resign by delivering his written
resignation to the Employer or be removed by the Employer by delivery of written
notice of removal, to take effect at a date specified therein, or upon delivery
to the Administrator if no date is specified. Until notified by the Employer
that a person or persons is no longer the Administrator, the Trustee may
continue to rely on the authority of such person.

        The Employer, upon the resignation or removal of an Administrator, shall
promptly designate in writing a successor to this position. If the Employer does
not appoint an Administrator, the Employer will function as the Administrator.

        2.5     Allocation and Delegation of Responsibilities

        If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. Promptly upon receipt of such written
acceptance, the Employer shall notify the Trustee of the responsibilities of
each Administrator. In the event that no such delegation is made by the
Employer, the Administrators may allocate the responsibilities among themselves,
in which event the Administrators shall notify the Employer and the Trustee in
writing of such action and specify the responsibilities of each Administrator.
The Trustee thereafter shall accept and rely upon any documents executed by the
appropriate Administrator until such time as the Employer or the Administrators
file with the Trustee a written revocation of such designation.

        2.6     Powers and Duties of the Administrator

        The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power to determine all
questions arising in connection with the administration, interpretation, and
application of the Plan. Any such determination by the Administrator shall be
conclusive and binding upon all persons; provided however, all determinations
with regard to the Trustee shall be made by the Employer. The Administrator may
establish procedures, correct any defect, supply any information, or reconcile
any inconsistency in such manner and to such extent as shall be deemed necessary
or advisable to carry out the purpose of the Plan; provided, however, that any
procedure, discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied and
shall be consistent with the intent that the Plan shall continue to be deemed a
qualified plan under the terms of Code Section 401(a), and shall comply with the
terms of the Act and all regulations issued pursuant thereto. The Administrator
shall have all powers necessary or appropriate to accomplish his duties under
this Plan.

        The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:



                                       18
<PAGE>   20

                (a)     to determine all questions relating to the eligibility
        of Employees to participate or remain a Participant hereunder;

                (b)     to compute, certify, and direct the Trustee with respect
        to the amount and the kind of benefits to which any Participant shall be
        entitled hereunder;

                (c)     to authorize and direct the Trustee with respect to all
        nondiscretionary or otherwise directed disbursements from the Trust;

                (d)     to maintain all necessary records for the administration
        of the Plan;

                (e)     to interpret the provisions of the Plan and to make and
        publish such rules for regulation of the Plan as are consistent with the
        terms hereof;

                (f)     to determine the size and type of any Contract to be
        purchased from any insurer, and to designate the insurer from which such
        Contract shall be purchased;

                (g)     to compute and certify to the Employer and to the
        Trustee from time to time the sums of money necessary or desirable to be
        contributed to the Trust Fund;

                (h)     to consult with the Employer and the Trustee regarding
        the short and long-term liquidity needs of the Plan in order that the
        Trustee can exercise any investment discretion in a manner designed to
        accomplish specific objectives;

                (i)     to assist any Participant regarding his rights,
        benefits, or elections available under the Plan.

        2.7     Records and Reports

        The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, and other data that may be necessary
for proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

        2.8     Appointment of Advisers

        The Administrator or the Trustee may appoint counsel, specialists,
advisers, and other persons as the Administrator or the Trustee deems necessary
or desirable in connection with the administration of this Plan.

        2.9     Information from Employer

        To enable the Administrator to perform his functions, the Employer shall
supply full and timely information to the Administrator on all matters relating
to the Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, disability, or termination of employment, and
such other pertinent facts as the Administrator may require; and the
Administrator shall advise the Trustee of such of the foregoing facts as may be
pertinent to



                                       19
<PAGE>   21

the Trustee's duties under the Plan. The Administrator may rely upon such
information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

        2.10    Payment of Expenses

        All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred. Any administration expense paid to the Trust
Fund as a reimbursement shall not be considered an Employer contribution.

        2.11    Majority Actions

        Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

        2.12    Claims Procedure

        Claims for benefits under the Plan may be filed with the Administrator
on forms supplied by the Employer. Written notice of the disposition of a claim
shall be furnished to the claimant within 90 days after the application is
filed. In the event the claim is denied, the reasons for the denial shall be
specifically set forth in the notice in language calculated to be understood by
the claimant, pertinent provisions of the Plan shall be cited, and, where
appropriate, an explanation as to how the claimant can perfect the claim will be
provided. In addition, the claimant shall be furnished with an explanation of
the Plan's claims review procedure.

        2.13    Claims Review Procedure

        Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.12
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.12. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there



                                       20
<PAGE>   22

has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                   ARTICLE 3.
                                   ELIGIBILITY

        3.1     Conditions of Eligibility

        Any Employee who has completed one (1) Year of Service and has reached
his twenty-first (21st) birthday shall be eligible to participate hereunder as
of the date he has satisfied such requirement.

        3.2     Application for Participation

        In order to become a Participant hereunder, each Eligible Employee must
make application to the Employer for participation in the Plan and agree to the
terms hereof and properly authorize the Employer to make payroll deductions for
Participant's contributions as provided in Section 4.1. Upon his participation
in this Plan, such Employee shall automatically be bound by the terms and
conditions of the Plan and all amendments hereto.

        3.3     Effective Date of Participation

        An Employee who has become eligible to be a Participant shall become a
Participant effective as of the Sunday next following the date such Employee met
the eligibility requirements of Section 3.1 and applied for participation
pursuant to Section 3.2, provided said Employee was still employed as of such
date (or if not employed on such date, as of the date of rehire if a 1-Year
Break in Service has not occurred).

        3.4     Determination of Eligibility

        The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made in accordance with the Plan and the Act. Such determination shall
be subject to review per Section 2.13.

        3.5     Termination of Eligibility

        In the event a Participant shall go from a classification of an Eligible
Employee to a noneligible Employee, such Participant shall become a Former
Participant and shall continue to vest in his interest in the Plan for each Year
of Service completed while a noneligible Employee, until such time as his
Participant's Account shall be forfeited or distributed pursuant to the terms of
the Plan. Additionally, his interest in the Plan shall continue to share in the
earnings of the Trust Fund.



                                       21
<PAGE>   23

                                   ARTICLE 4.
                           CONTRIBUTION AND ALLOCATION

        4.1     Employer Contribution

                (a)     For each Plan Year, the Employer shall contribute to the
        Plan:

                        (1)     The amount of the total salary reduction
                elections of all Participants made pursuant to Section 4.2(a),
                which amount shall be deemed the Elective Contributions; plus

                        (2)     A contribution equal to 100% of each
                Participant's Elective Contribution, which amount shall be
                deemed the Matching Contribution. In applying the matching
                percentage in the previous sentence, only Elective Contributions
                up to 5% of Compensation shall be considered.

                (b)     The Employer Contributions for any Plan Year, subject to
        the limitation provided above, shall not exceed the maximum amount
        allowable as a deduction to the Employer under the provisions of Code
        Section 404.

                (c)     To the extent necessary to provide the top heavy minimum
        allocations as set forth in Section 4.5(j), the Employer shall make a
        contribution even if it exceeds the amount which is deductible under
        Code Section 404.

        4.2     Participant's Salary Reduction Election

                (a)     Each Participant may elect to defer from one percent
        (1%) to fifteen percent (15%) (in whole percentage points) of his
        Compensation subject to the limitations of this Section. The amount by
        which Compensation is reduced shall be that Participant's Deferred
        Compensation and shall be allocated to the Participant's Elective
        Account. Elections by Participants pursuant to this Section shall be
        effective as soon as administratively possible in relation to the
        payroll procedures of the Employer.

                (b)     At any time during the Plan Year, a Participant may
        change his election as to the rate of Deferred Compensation upward or
        downward within the foregoing limitations, to be effective as of the
        first pay period following such change. A notice of election change
        shall be made in accordance with procedures established by the
        Administrator.

                (c)     A Participant may temporarily suspend Elective
        Contributions under the Plan, as of the first day of any pay period
        without terminating his participation in the Plan, in accordance with
        procedures established by the Administrator. A Participant may resume
        Elective Contributions, specifying the first day of the pay period in
        which Elective Contributions are to resume, in accordance with
        procedures established by the Administrator.



                                       22
<PAGE>   24

                (d)     The balance in each Participant's Elective Account shall
        be fully Vested at all times and shall not be subject to forfeiture for
        any reason.

                (e)     Amounts held in a Participant's Elective Account may not
        be distributable prior to the earlier of:

                        (1)     his separation from service, Total and Permanent
                Disability, or death;

                        (2)     his attainment of age 592;

                        (3)     termination of the Plan without establishment of
                a "successor plan," as that term is described in Regulation
                1.401(k)-1(d)(3) by the Employer or an Affiliated Employer;

                        (4)     the date of the sale by the Employer to an
                entity that is not an Affiliated Employer of substantially all
                of the assets of an Employer's trade or business (within the
                meaning of Code Section 409(d)(2)) with respect to a Participant
                who continues employment with the corporation acquiring such
                assets;

                        (5)     the date of the sale by the Employer or an
                Affiliated Employer of substantially all of its interest in a
                subsidiary (within the meaning of Code Section 409(d)(3)) to an
                entity which is not an Affiliated Employer with respect to a
                Participant who continues employment with such subsidiary; or

                        (6)     proven financial hardship, subject to the
                limitations of Sections 4.2(h) and 7.14.

                (f)     A Participant's Deferred Compensation made pursuant to
        this Plan and all other plans, contracts or arrangements of the Employer
        shall not exceed, during any taxable year of the Participant, the
        limitation imposed by Code Section 402(g), as in effect at the beginning
        of such taxable year. If such dollar limitation is exceeded, a
        Participant will be deemed to have notified the Administrator of such
        excess amount which shall be distributed in a manner consistent with
        Section 4.2(g). The dollar limitation shall be adjusted annually
        pursuant to the method provided in Code Section 415(d) in accordance
        with Regulations.

                (g)     If a Participant's Deferred Compensation under this Plan
        together with any elective deferrals (as defined in Regulation
        1.402(g)-1(b)) under another qualified cash or deferred arrangement (as
        defined in Code Section 401(k)), a simplified employee pension (as
        defined in Code Section 408(k)), a salary reduction arrangement (within
        the meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan
        under Code Section 457, or a trust described in Code Section 501(c)(18)
        cumulatively exceed the limitation imposed by Code Section 402(g) (as
        adjusted annually in accordance with the method provided in Code Section
        415(d) pursuant to Regulations) for such Participant's taxable year, the
        Participant may, not later than March 1 following the close of his
        taxable year,



                                       23
<PAGE>   25

        notify the Administrator in writing of such excess and request that his
        Deferred Compensation under this Plan be reduced by an amount specified
        by the Participant. In such event, the Administrator may direct the
        Trustee to distribute such excess amount, and any income allocable to
        such amount, to the Participant not later than the first April 15th
        following the close of the Participant's taxable year. Any distribution
        of less than the entire amount of Excess Deferred Compensation and
        income shall be treated as a pro rata distribution of Excess Deferred
        Compensation and income. The amount distributed shall not exceed the
        Participant's Deferred Compensation under the Plan for the taxable year.
        Any distribution on or before the last day of the Participant's taxable
        year must satisfy each of the following conditions:

                        (1)     the distribution must be made after the date on
                which the Plan received the Excess Deferred Compensation;

                        (2)     the Participant shall designate the distribution
                as Excess Deferred Compensation; and

                        (3)     the Plan must designate the distribution as a
                distribution of Excess Deferred Compensation.

                Any distribution made pursuant to this Section 4.2(g) shall be
        made first from unmatched Deferred Compensation and, thereafter,
        simultaneously from Deferred Compensation which is matched and matching
        contributions which relate to such Deferred Compensation.

                (h)     In the event a Participant has received a hardship
        distribution from his Participant's Elective Account pursuant to Section
        7.14, or pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any other
        plan maintained by the Employer, then such Participant shall not be
        permitted to elect to have Deferred Compensation contributed to the Plan
        on his behalf until the first day of the calendar quarter following a
        period of twelve (12) months following the receipt of distribution.
        Furthermore, the dollar limitation under Code Section 402(g) shall be
        reduced, with respect to the Participant's taxable year following the
        taxable year in which the hardship distribution was made, by the amount
        of such Participant's Deferred Compensation, if any, pursuant to this
        Plan (and any other plan maintained by the Employer) for the taxable
        year of the hardship distribution.

                (i)     The Employer and/or the Administrator shall adopt any
        procedures necessary to implement the salary reduction elections
        provided for herein.

                (j)     All amounts allocated to a Participant's Elective
        Account shall be invested pursuant to Section 4.13.

                (k)     In any case, where any of the foregoing provisions of
        this Section 4.2 are not in conformity with regulations of the
        Department of the Treasury that are from time



                                       24
<PAGE>   26

        to time promulgated, the nonconforming provision may be amended
        retroactively to assure conformity.

        4.3     Amount of Employer's Contribution

        The Employer shall determine the amount of contribution to be made to
the Plan. In determining such contribution, the Employer shall be entitled to
rely upon an estimate of the total Compensation for all Participants and the
Participant's Elective Contributions. The Employer's determination of such
contribution shall be binding on all Participants, the Employer, and the
Trustee. The Trustee shall have no right or duty to inquire into the amount of
the Employer's contribution or the method used in determining the amount of the
Employer's contribution, but shall be accountable only for funds actually
received by the Trustee.

        4.4     Time of Payment of Employer's Contribution

        Employer contributions will be paid in cash or other property within the
time prescribed by law, including extensions of time, for the filing of the
Employer's federal income tax return for the Employer's fiscal year.
Notwithstanding the foregoing, Employer contributions with respect to Non-Texas
Residents shall be paid in cash. Property contributed to the Plan will be valued
at its then fair market value.

        Employer Elective Contributions accumulated through payroll deductions
shall be paid to the Trustee as of the earliest date on which such contributions
can reasonably be segregated from the Employer's general assets, but in any
event by the fifteenth (15th) business day of the month following the month in
which such amounts would otherwise have been payable to the Participant in cash,
unless such time period may be extended pursuant to regulations promulgated by
the Department of Labor. The provisions of Department of Labor regulations
2510.3-102 are incorporated herein by reference. Furthermore, any additional
Employer contributions which are allocable to the Participant's Elective Account
for a Plan Year shall be paid to the Plan no later than the twelve-month period
immediately following the close of such Plan Year.

        Notwithstanding the above, to the extent that the Plan has Current
Obligations, the Employer's contribution will be paid to the Plan in cash in
sufficient timely amounts to meet the terms of Current Obligations.

        4.5     Allocation of Contribution, Earnings and Forfeitures

                (a)     The Administrator shall establish and maintain certain
        accounts in the name of each Participant to which the Administrator
        shall credit all amounts allocated to each such Participant as hereafter
        set forth. However, the Administrator may separately account for that
        portion of each Participant's Account attributable to Top Heavy Plan
        Years and Non-Top Heavy Plan Years.

                (b)     The Employer shall provide the Administrator with all
        information required by the Administrator to make a proper allocation of
        the Elective and Matching



                                       25
<PAGE>   27

        Contributions for each Plan Year. Within 45 days after the date of
        receipt by the Administrator of such information, the Administrator
        shall allocate such contribution as follows:

                        (1)     With respect to the Elective Contribution made
                pursuant to Section 4.2, to each Participant's Elective Account
                in an amount equal to the Participant's Deferred Compensation
                for the year.

                        (2)     With respect to the Matching Contribution made
                pursuant to Section 4.1(a)(2), to each Participant's Matching
                Contribution Account in accordance with Section 4.1(a)(2).
                Except, however, a Participant who does not perform an Hour of
                Service on the last day of a calendar quarter shall not share in
                the Matching Contribution for that calendar quarter, unless
                required pursuant to Section 4.5(l). A Participant who is
                eligible to share in the Matching Contribution shall immediately
                be Vested in any such Matching Contribution allocated to his
                Account.

                (c)     The Company Stock Account of each Participant will be
        credited with his allocable share of the Investment Funds, Company Stock
        (including fractional shares) purchased and paid for by the Participants
        or the Plan, with Forfeitures of Company Stock and with stock dividends
        on Company Stock held in his Company Stock Account.

                Company Stock acquired by the Plan with the proceeds of an
        Exempt Loan will only be allocated to each Participant's Company Stock
        Account upon release from the Unallocated Company Stock Suspense Account
        as provided in Section 4.5(g) herein. Company Stock acquired with the
        proceeds of an Exempt Loan will be an asset of the Trust Fund and
        maintained in the Unallocated Company Stock Suspense Account.
        Notwithstanding the foregoing, no Non-Texas Resident shall maintain a
        Company Stock Account.

                (d)     Net Income (or loss) of the Trust Fund will be
        determined as of the last day of each calendar quarter. Net Income (or
        loss) of the Trust Fund shall be allocated in the same proportion that
        each Participant's and Former Participant's nonsegregated accounts
        (other than each Participant's and Former Participant's Company Stock
        Account) bear to the total of all Participants' and Former Participants'
        nonsegregated accounts (other than Participants' and Former
        Participants' Company Stock Account) as of such date. Each segregated
        account maintained on behalf of a Participant or Former Participant
        shall be credited or charged with its separate earnings and losses.

                Net Income (or Loss) does not include the interest paid under
        any installment contract for the purchase of Company Stock by the Trust
        Fund or on any loan used by the Trust Fund to purchase Company Stock,
        nor does it include income received by the Trust Fund with respect to
        Company Stock acquired with the proceeds of an Exempt Loan to the extent
        such income is used to repay the loan; all income received by the Trust
        Fund from Company Stock acquired with the proceeds of an Exempt Loan
        which have not been



                                       26
<PAGE>   28

        allocated to a Participant's Company Stock Account shall be used to
        repay such loan until the loan is fully repaid.

                (e)     The Administrator shall establish accounting procedures
        for the purpose of making the allocations, valuations and adjustments to
        Participants' Accounts provided for in this Section. Should the
        Administrator determine that the strict application of its accounting
        procedures will not result in an equitable and nondiscriminatory
        allocation among the Participants' Accounts, it may modify its
        procedures for the purpose of achieving an equitable and
        nondiscriminatory allocation in accordance with the general concepts of
        the Plan and the provisions of this Section, provided, however, that
        such adjustments to achieve equity shall not reduce the Vested portion
        of a Participant's Account.

                (f)     Separate accounts shall be maintained for all inactive
        Participants who have a Vested interest in the Plan. Such separate
        accounts shall not require a segregation of the Plan assets and no
        Participant shall acquire any right to or interest in any specific asset
        of the Trust as a result of the allocations provided for in the Plan.
        All allocations will be made as of the Anniversary Date referred to in
        this Section.

                (g)     All Company Stock acquired by the Plan with the proceeds
        of an Exempt Loan must be added to and maintained in the Unallocated
        Company Stock Suspense Account. Such Company Stock shall be released and
        withdrawn from that account as if all Company Stock in that account were
        encumbered. For each Plan Year during the duration of the loan, the
        number of shares of Company Stock released shall equal the number of
        encumbered shares held immediately before release for the current Plan
        Year multiplied by a fraction, the numerator of which is the amount of
        principal paid for the Plan Year and the denominator of which is the sum
        of the numerator plus the principal to be paid for all future Plan
        Years. As of each Anniversary Date, the Plan must consistently allocate
        to each Participant's Account, non-monetary units (shares and fractional
        shares of Company Stock) representing each Participant's interest in
        assets withdrawn from the Unallocated Company Stock Suspense Account.
        Income earned with respect to Company Stock in the Unallocated Company
        Stock Suspense Account shall be used to repay the Exempt Loan used to
        purchase such Company Stock. Any income which is not so used must be
        allocated as income of the Plan.

                (h)     Cash dividends on shares of Company Stock allocable to
        Participants' Accounts may be paid to Participants, as determined in the
        sole discretion of the Administrator, within 90 days after the close of
        the Plan Year in which the dividend is paid.

                (i)     As of each Anniversary Date any amounts which became
        Forfeitures since the last Anniversary Date shall first be made
        available to reinstate previously forfeited account balances of Former
        Participants, if any, in accordance with Section 7.4(d). The remaining
        Forfeitures, if any, shall be allocated among the Participants' Accounts
        of those Participants who are actively contributing to this Plan as of
        the Anniversary Date



                                       27
<PAGE>   29

        and each other Participant who retired during the Plan Year ending on
        such Anniversary Date under Section 7.1 in the same proportion that each
        such Participant's Compensation for the Plan Year bears to the total
        Compensation of all such Participants for the Plan Year. Provided,
        however, that in the event the allocation of Forfeitures provided herein
        shall cause the "annual addition" (as defined in Section 4.10) to any
        Participant's Account to exceed the amount allowable by the Code, the
        excess shall be reallocated in accordance with Section 4.11.

                Except, however, a Participant who performs less than a Year of
        Service during any Plan Year shall not share in the Plan Forfeitures for
        that year, unless required pursuant to Section 4.5(l) or unless such
        Participant retires during the Plan Year.

                (j)     Minimum Allocations Required for Top Heavy Plan Years:
        Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
        the Employer's contributions and Forfeitures allocated to the
        Participant's Account of each Non-Key Employee shall be equal to at
        least three percent (3%) of such Non-Key Employee's "415 Compensation."
        However, if (i) the sum of the Employer's contributions and Forfeitures
        allocated to the Participant's Account of each Key Employee for such Top
        Heavy Plan Year is less than three percent (3%) of each Key Employee's
        "415 Compensation" and (ii) this Plan is not required to be included in
        an Aggregation Group to enable a defined benefit plan to meet the
        requirements of Code Section 401(a)(4) or 410, the sum of the Employer's
        contributions and Forfeitures allocated to the Participant's Account of
        each Non-Key Employee shall be equal to the largest percentage allocated
        to the Participant's Account of each Key Employee.

                Except, however, no such minimum allocation shall be required in
        this Plan for any Non-Key Employee who participates in another defined
        contribution plan subject to Code Section 412 providing such benefits
        included with this Plan in a Required Aggregation Group.

                (k)     For purposes of the minimum allocations set forth above,
        the percentage allocated to the Participant's Account of any Key
        Employee shall be equal to the ratio of the sum of the Employer's
        contribution and Forfeitures allocated on behalf of such Key Employee
        divided by the "415 Compensation" for such Key Employee.

                (l)     For any Top Heavy Plan Year, the minimum allocations set
        forth above shall be allocated to the Participant's Account of all
        Non-Key Employees who are Participants and who are employed by the
        Employer on the last day of the Plan Year, including Non-Key Employees
        who have (1) failed to complete a Year of Service; (2) declined to make
        mandatory contributions (if required) to the Plan; and (3) been excluded
        from participation because of their level of Compensation.

                (m)     In lieu of the above, if a Non-Key Employee participates
        in this Plan and a defined benefit pension plan included in a Required
        Aggregation Group which is top heavy, a minimum allocation of five
        percent (5%) of "415 Compensation" shall be provided under this Plan.



                                       28
<PAGE>   30

                The extra minimum allocation (required by Section 4.10(n) to
        provide higher limitations) will not be provided.

                (n)     For the purposes of this Section, "415 Compensation"
        shall be as defined in Section 4.10(d).

                (o)     Any Participant who terminated employment during the
        Plan Year for any reason including death, Total and Permanent Disability
        or retirement, shall share only in the allocations of earnings or losses
        as provided in this Section. However, if any non-segregated account of a
        Participant has been distributed prior to the subsequent Anniversary
        Date or other valuation date, no earnings and losses shall be credited.

                (p)     If a Former Participant is reemployed after five (5)
        consecutive 1-Year Breaks in Service, then separate accounts shall be
        maintained as follows:

                        (1)     one account for nonforfeitable benefits
                attributable to pre-break service; and

                        (2)     one account representing his status in the Plan
                attributable to post-break service.

        4.6     Actual Deferral Percentage Tests

                (a)     For each Plan Year, the annual allocation derived from
        Elective Contributions to a Participant's Elective Account shall satisfy
        one of the following tests:

                        (1)     The "Actual Deferral Percentage" for the Highly
                Compensated Participant group shall not be more than the "Actual
                Deferral Percentage" of the Non-Highly Compensated Participant
                group multiplied by 1.25, or

                        (2)     The excess of the "Actual Deferral Percentage"
                for the Highly Compensated Participant group over the "Actual
                Deferral Percentage" for the Non-Highly Compensated Participant
                group shall not be more than two percentage points.
                Additionally, the "Actual Deferral Percentage" for the Highly
                Compensated Participant group shall not exceed the "Actual
                Deferral Percentage" for the Non-Highly Compensated Participant
                group multiplied by 2. The provisions of Code Section 401(k)(3)
                and Regulation 1.401(k)-1(b) are incorporated herein by
                reference.

                Notwithstanding the foregoing, for each Plan Year beginning
        after December 31, 1996, the annual allocation derived from Elective
        Contributions to a Participant's Elective Account shall satisfy one of
        the following tests:

                        (1)     The "Actual Deferral Percentage" for the Highly
                Compensated Participant group for the Plan Year being tested
                shall not be more than the "Actual



                                       29
<PAGE>   31

                Deferral Percentage" of the Non-Highly Compensated Participant
                group for the previous Plan Year multiplied by 1.25, or

                        (2)     The excess of the "Actual Deferral Percentage"
                for the Highly Compensated Participant group for the Plan Year
                being tested over the "Actual Deferral Percentage" for the
                Non-Highly Compensated Participant group for the previous Plan
                Year shall not be more than two percentage points. Additionally,
                the "Actual Deferral Percentage" for the Highly Compensated
                Participant group for the Plan Year being tested shall not
                exceed the "Actual Deferral Percentage" for the Non-Highly
                Compensated Participant group for the previous Plan Year
                multiplied by 2. The provisions of Code Section 401(k)(3) and
                Regulation 1.401(k)-1(b) are incorporated herein by reference.

                For purposes of this Section, the individuals taken into account
        in determining the Actual Deferral Percentage for the Non-Highly
        Compensated Participant group for the previous Plan Year shall be those
        individuals who were Non-Highly Compensated Participants during the
        previous Plan Year, without regard to the individuals' status in the
        current Plan Year.

                For Plan Years beginning after December 31, 1996, the Employer
        may elect to apply the limit under this Section based on the "Actual
        Deferral Percentage" for the Non-Highly Compensated Participant group
        for the Plan Year being tested rather than the previous Plan Year, but
        if the Employer so elects, such election may not be changed except as
        provided by the Secretary of Treasury.

                In the case of the first Plan Year beginning after December 31,
        1996 for which this Plan provides for Elective Contributions, the
        "Actual Deferral Percentage" for the Non-Highly Compensated Participant
        group for the previous Plan Year shall be (i) three percent (3%), or
        (ii) if the Employer elects, the "Actual Deferral Percentage" for the
        Non-Highly Compensated Participant group determined for such Plan Year.

                To prevent the multiple use of the alternate method described in
        (2) above and in Code Section 401(m)(9)(A), any Highly Compensated
        Participant eligible to make Elective Contributions pursuant to Section
        4.2 and to make Employee contributions or to receive matching
        contributions under this Plan or under any other plan maintained by the
        Employer or an Affiliated Employer shall have his actual contribution
        ratio reduced pursuant to Regulation 1.401(m)-2, the provisions of which
        are incorporated herein by reference.

                (b)     For the purposes of this Section, "Actual Deferral
        Percentage" means, with respect to the Highly Compensated Participant
        group and Non-Highly Compensated Participant group for a Plan Year, the
        average of the ratios, calculated separately for each Employee in such
        group, of the amount of Elective Contributions allocated to each
        Participant's Elective Account for such Plan Year, to such Employee's
        "414(s) Compensation" for such Plan Year. The actual deferral ratio for
        each Employee and the "Actual Deferral Percentage" for each group shall
        be calculated to the nearest one-



                                       30
<PAGE>   32

        hundredth of one percent. Employer Elective Contributions allocated to
        each Non-Highly Compensated Participant's Elective Account shall be
        reduced by Excess Deferred Compensation to the extent such excess
        amounts are made under this Plan or any other plan maintained by the
        Employer.

                (c)     For the purposes of Sections 4.6(a) and 4.7, a Highly
        Compensated Participant and a Non-Highly Compensated Participant shall
        include any Employee eligible to make a deferral election pursuant to
        Section 4.2, whether or not such deferral election was made or suspended
        pursuant to Section 4.2.

                (d)     For the purposes of this Section and Code Sections
        401(a)(4), 410(b) and 401(k), if two or more plans that include cash or
        deferred arrangements are considered one plan for the purposes of Code
        Section 401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)),
        the cash or deferred arrangements included in such plans shall be
        treated as one arrangement. In addition, two or more cash or deferred
        arrangements may be considered as a single arrangement for purposes of
        determining whether or not such arrangements satisfy Code Sections
        401(a)(4), 410(b) and 401(k). In such a case, the cash or deferred
        arrangements included in such plans and the plans including such
        arrangements shall be treated as one arrangement and as one plan for
        purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k).
        Plans may be aggregated under this paragraph (d) only if they have the
        same plan year.

                Notwithstanding the above, an ESOP or the ESOP portion of this
        Plan may not be combined with the non-ESOP portion of this Plan for
        purposes of determining whether the ESOP or this Plan satisfies this
        Section and Code Sections 401(a)(4), 410(b) and 401(k).

                (e)     For the purposes of this Section, if a Highly
        Compensated Participant is a participant under two (2) or more cash or
        deferred arrangements (other than a cash or deferred arrangement that is
        part of an ESOP) of the Employer or an Affiliated Employer, all such
        cash or deferred arrangements shall be treated as one (1) cash or
        deferred arrangement for the purpose of determining the deferral
        percentage with respect to such Highly Compensated Participant. However,
        if the cash or deferred arrangements have different Plan Years, this
        paragraph shall be applied by treating all cash or deferred arrangements
        ending with or within the same calendar year as a single arrangement.

                (f)     Notwithstanding the above, the determination and
        treatment of Elective Contributions and the "Actual Deferral Percentage"
        of any Participant shall satisfy such other requirements as may be
        prescribed by the Secretary of the Treasury.

        4.7     Adjustment to Actual Deferral Percentage Tests

        In the event that the initial allocations of the Elective Contributions
made pursuant to Section 4.2 do not satisfy one of the tests set forth in
Section 4.6(a), the Administrator shall adjust the Elective Contribution
pursuant to the options set forth below:



                                       31
<PAGE>   33

                        (1)     On or before the 15th day of the third month
                following the end of each Plan Year, the Highly Compensated
                Participant having the highest actual deferral ratio shall have
                his portion of Excess Contributions (as defined below) (and any
                income allocable to such portion) distributed to him until one
                of the tests set forth in Section 4.6(a) is satisfied, or until
                his actual deferral ratio equals the actual deferral ratio of
                the Highly Compensated Participant having the second highest
                actual deferral ratio. This process continues until one of the
                tests set forth in Section 4.6(a) is satisfied. For each Highly
                Compensated Participant, the amount of Excess Contributions is
                equal to the Elective Contributions made on behalf of such
                Highly Compensated Participant (determined prior to the
                application of this paragraph) minus the amount determined by
                multiplying the Highly Compensated Participant's actual deferral
                ratio (determined after application of this paragraph) by his
                Compensation.

                        (2)     For Plan Years beginning after December 31,
                1996, this paragraph (2) shall apply in the place of paragraph
                (1). On or before the 15th day of the third month following the
                end of each Plan Year, Excess Contributions (as defined below)
                shall be distributed to Highly Compensated Participants in
                accordance with the following procedure:

                                (i)     The dollar amount of Excess
                        Contributions for each Highly Compensated Participant
                        shall be calculated. For this purpose, the amount of
                        Excess Contributions for a Highly Compensated
                        Participant for a Plan Year is the amount (if any) by
                        which the employee's Elective Contributions must be
                        reduced for the employee's actual deferral ratio to
                        equal the highest permitted actual deferral ratio under
                        the Plan.

                                To calculate the highest permitted actual
                        deferral ratio under the Plan, the actual deferral ratio
                        of the Highly Compensated Participant with the highest
                        actual deferral ratio is reduced by the amount required
                        to cause the employee's actual deferral ratio to equal
                        the percentage of the Highly Compensated Participant
                        with the next highest actual deferral ratio. If a lesser
                        reduction would enable the Plan to satisfy one of the
                        tests under Section 4.6(a), only this lesser reduction
                        may be made. This process is repeated until the Plan
                        satisfies one of the tests under Section 4.6(a). The
                        highest actual deferral ratio remaining under the Plan
                        after the leveling is the highest permitted actual
                        deferral ratio.

                                (ii)    The total dollar amounts calculated
                        under (i) above shall be determined. Such total amount
                        shall be distributed in accordance with (iii) and (iv)
                        below.

                                (iii)   The Elective Contributions of the Highly
                        Compensated Participant with the highest dollar amount
                        of Elective Contributions shall be reduced by the amount
                        required to cause that Highly Compensated



                                       32
<PAGE>   34

                        Participant's Elective Contributions to equal the dollar
                        amount of the Elective Contributions of the Highly
                        Compensated Participant with the next highest dollar
                        amount of Elective Contributions. Such amount shall be
                        distributed to the Highly Compensated Participant with
                        the highest dollar amount of Elective Contributions. If
                        more than one Highly Compensated Participant has the
                        highest dollar amount of Elective Contributions, such
                        amount shall be distributed equally to such Highly
                        Compensated Participants. However, if a lesser
                        reduction, when added to the total dollar amount already
                        distributed under this paragraph (iii), would equal the
                        amount determined under paragraph (ii), only the lesser
                        reduction amount shall be distributed.

                                (iv)    If the total amount distributed after
                        the application of paragraph (iii) is less than the
                        amount determined under paragraph (ii), the application
                        of paragraph (iii) shall be repeated.

                In determining the amount of Excess Contributions to be
        distributed with respect to an affected Highly Compensated Participant
        as determined herein, such amount shall be reduced by any Excess
        Deferred Compensation previously distributed to such affected Highly
        Compensated Participant for his taxable year ending with or within such
        Plan Year. If there is a loss allocable to such excess amount, the
        distribution shall in no event be less than the lesser of the
        Participant's Elective Account or the Participant's Deferred
        Compensation for the Plan Year.

                        (3)     With respect to the distribution of Excess
                Contributions pursuant to this paragraph (a), such distribution:

                                (i)     may be postponed, but not later than the
                        close of the Plan Year following the Plan Year to which
                        they are allocable;

                                (ii)    shall be made simultaneously from
                        Deferred Compensation and matching contributions which
                        relate to such Deferred Compensation;

                                (iii)   shall be adjusted for income; and

                                (iv)    shall be designated by the Employer as a
                        distribution of Excess Contributions (and income).

                        (4)     Any distribution of less than the entire amount
                of Excess Contributions shall be treated as a pro rata
                distribution of Excess Contributions and income.

                (b)     Within twelve (12) months after the end of the Plan
        Year, if necessary, the Employer may make a special Qualified
        Non-Elective Contribution on behalf of Non-Highly Compensated
        Participants in an amount sufficient to satisfy one of the tests set
        forth in Section 4.6(a). Such contribution shall be allocated to the
        Participant's Elective



                                       33
<PAGE>   35

        Account of each Non-Highly Compensated Participant in the same
        proportion that each Non-Highly Compensated Participant's Compensation
        for the year bears to the total Compensation of all Non-Highly
        Compensated Participants.

                (c)     If during a Plan Year the projected aggregate amount of
        Elective Contributions to be allocated to all Highly Compensated
        Participants under this Plan would, by virtue of the tests set forth in
        Section 4.6(a), cause the Plan to fail such tests, then the
        Administrator may automatically reduce proportionately or in the order
        provided in Section 4.7(a) each affected Highly Compensated
        Participant's deferral election made pursuant to Section 4.2 by an
        amount necessary to satisfy one of the tests set forth in Section
        4.6(a).

        4.8     Maximum Contribution Percentage - Section 401(m) Test

                (a)     For each Plan Year, the "Actual Contribution Percentage"
        for the Highly Compensated Participant group shall not exceed the
        greater of:

                        (1)     125 percent of such percentage for the
                Non-Highly Compensated Participant group; or

                        (2)     the lesser of 200 percent of such percentage for
                the Non-Highly Compensated Participant group, or such percentage
                for the Non-Highly Compensated Participant group plus 2
                percentage points.

                Notwithstanding the foregoing, for each Plan Year beginning
        after December 31, 1996, the "Actual Contribution Percentage" for the
        Highly Compensated Participant group shall not exceed the greater of:

                        (1)     125 percent of such percentage for the
                Non-Highly Compensated Participant group for the previous Plan
                Year; or

                        (2)     the lesser of 200 percent of such percentage for
                the Non-Highly Compensated Participant group for the previous
                Plan Year, or such percentage for the Non-Highly Compensated
                Participant group for the previous Plan Year plus 2 percentage
                points.

                For purposes of this Section, the individuals taken into account
        in determining the Actual Contribution Percentage for the Non-Highly
        Compensated Participant group for the previous Plan Year shall be those
        individuals who were Non-Highly Compensated Participants during the
        previous Plan Year, without regard to the individuals' status in the
        current Plan Year.

                The Employer may elect to apply the limit under this Section
        based on the "Actual Contribution Percentage" for the Non-Highly
        Compensated Participant group for the Plan Year being tested rather than
        the previous Plan Year, but if the Employer so elects, such election may
        not be changed except as provided by the Secretary of Treasury.



                                       34
<PAGE>   36

                To prevent the multiple use of the alternative method described
        in (2) above and Code Section 401(m)(9)(A), any Highly Compensated
        Participant eligible to make elective deferrals under any cash or
        deferred arrangement maintained by the Employer and to make Employee
        contributions or to receive matching contributions under this Plan or
        any other plan maintained by the Employer shall have his actual
        contribution ratio reduced pursuant to Regulation 1.401(m)-2. The
        provisions of Code Section 401(m) and Regulations 1.401(m)-1(b) and
        1.401(m)-2 are incorporated herein by reference.

                (b)     For the purposes of this Section and Section 4.9,
        "Actual Contribution Percentage" for a Plan Year means, with respect to
        the Highly Compensated Participant group and Non-Highly Compensated
        Participant group, the average of the ratios (calculated separately for
        each Participant in each group) of:

                        (1)     the sum of Matching Contributions made pursuant
                to Section 4.1(a)(2) (and, for Plan Years beginning prior to
                April 1, 1997, Employee contributions) (collectively, "Aggregate
                Contributions") on behalf of each such Participant for such Plan
                Year; to

                        (2)     the Participant's "414(s) Compensation" for such
                Plan Year.

                (c)     For purposes of determining the "Actual Contribution
        Percentage" and the amount of Excess Aggregate Contributions pursuant to
        Section 4.9(d), only Matching Contributions (and, for Plan Years
        beginning prior to April 1, 1997, Employee contributions) contributed to
        the Plan prior to the end of the succeeding Plan Year shall be
        considered. In addition, the Administrator may elect to take into
        account, with respect to Employees eligible to have Matching
        Contributions pursuant to Section 4.1(a)(2) allocated to their accounts,
        elective deferrals (as defined in Regulation 1.402(g)-1(b)) and
        qualified non-elective contributions (as defined in Code Section
        401(m)(4)(C)) contributed to any plan maintained by the Employer. Such
        elective deferrals and qualified non-elective contributions shall be
        treated as Employer contributions subject to Regulation 1.401(m)-1(b)(5)
        which is incorporated herein by reference. However, the Plan Year must
        be the same as the plan year of the plan to which the elective deferrals
        and the qualified non-elective contributions are made.

                (d)     For purposes of this Section and Code Sections
        401(a)(4), 410(b) and 401(m), if two or more plans of the Employer to
        which matching contributions, Employee contributions, or both, are made
        are treated as one plan for purposes of Code Sections 401(a)(4) or
        410(b) (other than the average benefits test under Code Section
        410(b)(2)(A)(ii), such plans shall be treated as one plan. In addition,
        two or more plans of the Employer to which matching contributions,
        Employee contributions, or both, are made may be considered as a single
        plan for purposes of determining whether or not such plans satisfy Code
        Sections 401(a)(4), 410(b) and 401(m). In such a case, the aggregated
        plans must satisfy this Section and Code Sections 401(a)(4), 410(b) and
        401(m) as though such aggregated plans were a single plan. Plans may be
        aggregated under this paragraph only if they have the same plan year.



                                       35
<PAGE>   37

                Notwithstanding the above, an ESOP or the ESOP portion of this
        Plan may not be combined with the non-ESOP portion of this Plan for
        purposes of determining whether the ESOP or this Plan satisfies this
        Section and Code Sections 401(a)(4), 410(b) and 401(m).

                (e)     If a Highly Compensated Participant is a participant
        under two or more plans which are maintained by the Employer to which
        matching contributions, Employee contributions, or both, are made, all
        such contributions on behalf of such Highly Compensated Participant
        shall be aggregated for purposes of determining such Highly Compensated
        Participant's actual contribution ratio. However, if the plans have
        different plan years, this paragraph shall be applied by treating all
        plans ending with or within the same calendar year as a single plan. For
        purposes of this paragraph, contributions under a plan that is an ESOP
        may not be aggregated with contributions under a plan that is not an
        ESOP.

                (f)     For purposes of Sections 4.8(a) and 4.9, a Highly
        Compensated Participant and Non-Highly Compensated Participant shall
        include any Employee eligible to have Matching Contributions made
        pursuant to Section 4.1(a)(2) allocated to his account for the Plan
        Year.

        4.9     Adjustment to Actual Contribution Percentage Tests

                (a)     In the event that the "Actual Contribution Percentage"
        for the Highly Compensated Participant group exceeds the "Actual
        Contribution Percentage" for the Non-Highly Compensated Participant
        group pursuant to Section 4.8(a), the Administrator (on or before the
        fifteenth day of the third month following the end of the Plan Year, but
        in no event later than the close of the following Plan Year) shall
        direct the Trustee to distribute to the Highly Compensated Participant
        having the highest actual contribution ratio his Excess Aggregate
        Contributions (and income allocable to such contributions) until either
        one of the tests set forth in Section 4.8(a) is satisfied, or until his
        actual contribution ratio equals the actual contribution ratio of the
        Highly Compensated Participant having the second highest actual
        contribution ratio. This process shall continue until one of the tests
        set forth in Section 4.8(a) is satisfied.

                In lieu of the previous paragraph, for Plan Years beginning
        after December 31, 1996, in the event that the "Actual Contribution
        Percentage" for the Highly Compensated Participant group exceeds the
        "Actual Contribution Percentage" for the Non-Highly Compensated
        Participant group pursuant to Section 4.8(a), the Administrator (on or
        before the fifteenth day of the third month following the end of the
        Plan Year, but in no event later than the close of the following Plan
        Year) shall direct the Trustee to distribute Excess Aggregate
        Contributions in accordance with the following procedure:

                        (1)     The dollar amount of Excess Aggregate
                Contributions for each Highly Compensated Participant shall be
                calculated. For this purpose, the amount of Excess Aggregate
                Contributions for a Highly Compensated Participant for a Plan
                Year is the amount (if any) by which the employee's Aggregate



                                       36
<PAGE>   38

                Contributions must be reduced for the employee's actual
                contribution ratio to equal the highest permitted actual
                contribution ratio under the Plan.

                        To calculate the highest permitted actual contribution
                ratio under the Plan, the actual contribution ratio of the
                Highly Compensated Participant with the highest actual
                contribution ratio is reduced by the amount required to cause
                the employee's actual contribution ratio to equal the percentage
                of the Highly Compensated Participant with the next highest
                actual contribution ratio. If a lesser reduction would enable
                the Plan to satisfy one of the tests under Section 4.8(a), only
                this lesser reduction may be made. This process is repeated
                until the Plan satisfies one of the tests under Section 4.8(a).
                The highest actual contribution ratio remaining under the Plan
                after the leveling is the highest permitted actual contribution
                ratio.

                        (2)     The total dollar amounts calculated under (1)
                above shall be determined. Such total amount shall be
                distributed in accordance with (3) and (4) below.

                        (3)     The Aggregate Contributions of the Highly
                Compensated Participant with the highest dollar amount of
                Aggregate Contributions shall be reduced by the amount required
                to cause that Highly Compensated Participant's Aggregate
                Contributions to equal the dollar amount of the Aggregate
                Contributions of the Highly Compensated Participant with the
                next highest dollar amount of Aggregate Contributions. Such
                amount shall be distributed to the Highly Compensated
                Participant with the highest dollar amount of Aggregate
                Contributions. If more than one Highly Compensated Participant
                has the highest dollar amount of Aggregate Contributions, such
                amount shall be distributed equally to such Highly Compensated
                Participants. However, if a lesser reduction, when added to the
                total dollar amount already distributed under this paragraph
                (3), would equal the amount determined under paragraph (2), only
                the lesser reduction amount shall be distributed.

                        (4)     If the total amount distributed after the
                application of paragraph (3) is less than the amount determined
                under paragraph (2), the application of paragraph (3) shall be
                repeated.

                (b)     Any distribution of less than the entire amount of
        Excess Aggregate Contributions (and income) shall be treated as a pro
        rata distribution of Excess Aggregate Contributions and income thereon.
        Distribution of Excess Aggregate Contributions shall be designated by
        the Employer as a distribution of Excess Aggregate Contributions (and
        income).

                (c)     Excess Aggregate Contributions shall be treated as
        Employer contributions for purposes of Code Sections 404 and 415 even if
        distributed from the Plan.



                                       37
<PAGE>   39

                (d)     For each Highly Compensated Participant, the amount of
        Excess Aggregate Contributions is equal to the Matching Contributions
        made pursuant to Section 4.1(a)(2) (and, for Plan Years beginning prior
        to April 1, 1997, Employee contributions) and any qualified non-elective
        contributions or elective deferrals taken into account pursuant to
        Section 4.8(c) on behalf of the Highly Compensated Participant
        (determined prior to the application of this paragraph) minus the amount
        determined by multiplying the Highly Compensated Participant's actual
        contribution ratio (determined after application of this paragraph) by
        his "414(s) Compensation." The actual contribution ratio must be rounded
        to the nearest one-hundredth of one percent. In no case shall the amount
        of Excess Aggregate Contribution with respect to any Highly Compensated
        Participant exceed the amount of Matching Contributions and any
        qualified non-elective contributions or elective deferrals taken into
        account pursuant to Section 4.8(c) on behalf of the Highly Compensated
        Participant for such Plan Year.

                (e)     If during a Plan Year the projected aggregate amount of
        Matching Contributions to be allocated to all Highly Compensated
        Participants under this Plan would, by virtue of the tests set forth in
        Section 4.8(a), cause the Plan to fail such tests, then the
        Administrator may automatically reduce proportionately or in the order
        provided in Section 4.9(a) each affected Highly Compensated
        Participant's projected share of such contributions by an amount
        necessary to satisfy one of the tests set forth in Section 4.8(a).

                (f)     Notwithstanding the above, within twelve (12) months
        after the end of the Plan Year, the Employer may make a special
        Qualified Non-Elective Contribution on behalf of Non-Highly Compensated
        Participants in an amount sufficient to satisfy one of the tests set
        forth in Section 4.8(a). Such contribution shall be allocated to the
        Participant's Elective Account of each Non-Highly Compensated
        Participant in the same proportion that each Non-Highly Compensated
        Participant's Compensation for the year bears to the total Compensation
        of all Non-Highly Compensated Participants. A separate accounting shall
        be maintained for the purpose of excluding such contributions from the
        "Actual Deferral Percentage" tests pursuant to Section 4.6(a).

        4.10    Maximum Annual Additions

                (a)     Notwithstanding the foregoing, the maximum "annual
        additions" credited to a Participant's accounts for any "limitation
        year" shall equal the lesser of: (1) $30,000 (or, if greater, one-fourth
        of the dollar limitation in effect under Code Section 415(b)(1)(A)) or
        (2) twenty-five percent (25%) of the Participant's "415 Compensation"
        for such "limitation year." For any short "limitation year," the dollar
        limitation in (1) above shall be reduced by a fraction, the numerator of
        which is the number of full months in the short "limitation year" and
        the denominator of which is twelve (12).

                (b)     For purposes of applying the limitations of Code Section
        415, "annual additions" means the sum credited to a Participant's
        accounts for any "limitation year" of (1) Employer contributions, (2)
        Employee contributions, (3) Forfeitures, (4) amounts allocated to an
        individual medical account, as defined in Code Section 415(l)(2), which
        is



                                       38
<PAGE>   40

        part of a pension or annuity plan maintained by the Employer and (5)
        amounts derived from contributions paid or accrued after December 31,
        1985, in taxable years ending after such date, which are attributable to
        post-retirement medical benefits allocated to the separate account of a
        key employee (as defined in Code Section 419A(d)(3)) under a welfare
        benefit plan (as defined in Code Section 419(e)) maintained by the
        Employer. Except, however, the "415 Compensation" limitation referred to
        in paragraph (a)(2) above shall not apply to: (1) any contribution for
        medical benefits (within the meaning of Code Section 419A(f)(2)) after
        separation from service which is otherwise treated as an "annual
        addition," or (2) any amount otherwise treated as an "annual addition"
        under Code Section 415(l)(1).

                (c)     For purposes of applying the limitations of Code Section
        415, the transfer of funds from one qualified plan to another is not an
        "annual addition." In addition, the following are not Employee
        contributions for purposes of Section 4.10(b)(2): (1) rollover
        contributions (as defined in Code Sections 402(a)(5), 403(a)(4),
        403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant
        from the Plan; (3) repayments of distributions received by an Employee
        pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of
        distributions received by an Employee pursuant to Code Section
        411(a)(3)(D) (mandatory contributions); and (5) Employee contributions
        to a simplified employee pension excludable from gross income under Code
        Section 408(k).

                The limitations of Code Section 415 shall not apply to (1)
        Forfeitures of Company Stock purchased with the proceeds of an Exempt
        Loan and (2) Employer contributions which are deductible under Code
        Section 404(a)(9)(B) and charged against a Participant's Account, if no
        more than one-third of the Employer contributions for the year which are
        deductible under Code Section 404(a)(9) are allocated to the
        Participants' Accounts of Highly Compensated Employees.

                (d)     For purposes of applying the limitations of Code Section
        415, "415 Compensation" means a Participant's wages, salaries, fees for
        professional services and other amounts received (without regard to
        whether or not an amount is paid in cash) for personal services actually
        rendered in the course of employment with the Employer maintaining the
        Plan to the extent that the amounts are includible in gross income
        (including, but not limited to, commissions paid salesmen, compensation
        for services on the basis of a percentage of profits, commissions on
        insurance premiums, tips, bonuses, fringe benefits, and reimbursements
        or other expense allowances under a nonaccountable plan (as described in
        Regulation 1.62-2(c)) for a Plan Year. "415 Compensation" for a
        self-employed individual shall be equal to his earned income. "415
        Compensation" shall exclude (1)(A) contributions made by the Employer to
        a plan of deferred compensation to the extent that the contributions are
        not includable in the gross income of the Participant for the taxable
        year in which contributed, (B) Employer contributions made on behalf of
        an Employee to a simplified employee pension plan described in Code
        Section 408(k) to the extent such contributions are excludable from the
        Employee's gross income, (C) any distributions from a plan of deferred
        compensation; (2) amounts realized from the exercise of a non-qualified
        stock option or when restricted stock (or property) held by an



                                       39
<PAGE>   41

        Employee either becomes freely transferable or is no longer subject to a
        substantial risk of forfeiture; (3) amounts realized from the sale,
        exchange or other disposition of stock acquired under a qualified stock
        option; and (4) other amounts which receive special tax benefits, or
        contributions made by the Employer (whether or not under a salary
        reduction agreement) towards the purchase of any annuity contract
        described in Code Section 403(b) (whether or not the contributions are
        actually excludable from the gross income of the Employee).

                (e)     For purposes of applying the limitations of Code Section
        415, the "limitation year" shall be the Plan Year.

                (f)     The limitation stated in paragraph (a)(1) above shall be
        adjusted annually as provided in Code Section 415(d) pursuant to the
        regulations prescribed by the Secretary of the Treasury. The adjusted
        limitation is effective as of January 1st of each calendar year and is
        applicable to "limitation years" ending with or within that calendar
        year.

                (g)     For the purpose of this Section, all qualified defined
        benefit plans (whether terminated or not) ever maintained by the
        Employer shall be treated as one defined benefit plan, and all qualified
        defined contribution plans (whether terminated or not) ever maintained
        by the Employer shall be treated as one defined contribution plan.

                (h)     For the purpose of this Section, if the Employer is a
        member of a controlled group of corporations, trades or businesses under
        common control (as defined by Code Section 1563(a) or Code Section
        414(b) and (c) as modified by Code Section 415(h)) is a member of an
        affiliated service group (as defined by Code Section 414(m)), or is a
        member of a group of entities required to be aggregated pursuant to
        Regulations under Code Section 414(o), all Employees of such Employers
        shall be considered to be employed by a single Employer.

                (i)     For the purpose of this Section, if this Plan is a Code
        Section 413(c) plan, all Employers of a Participant who maintain this
        Plan will be considered to be a single Employer.

                        (1)     If a Participant participates in more than one
                defined contribution plan maintained by the Employer which have
                different Anniversary Dates, the maximum "annual additions"
                under this Plan shall equal the maximum "annual additions" for
                the "limitation year" minus any "annual additions" previously
                credited to such Participant's accounts during the "limitation
                year."

                        (2)     If a Participant participates in both a defined
                contribution plan subject to Code Section 412 and a defined
                contribution plan not subject to Code Section 412 maintained by
                the Employer which have the same Anniversary Date, "annual
                additions" will be credited to the Participant's accounts under
                the defined contribution plan subject to Code Section 412 prior
                to crediting "annual



                                       40
<PAGE>   42

                additions" to the Participant's accounts under the defined
                contribution plan not subject to Code Section 412.

                        (3)     If a Participant participates in more than one
                defined contribution plan not subject to Code Section 412
                maintained by the Employer which have the same Anniversary Date,
                the maximum "annual additions" under this Plan shall equal the
                product of (A) the maximum "annual additions" for the
                "limitation year" minus any "annual additions" previously
                credited under subparagraphs (1) or (2) above, multiplied by (B)
                a fraction (i) the numerator of which is the "annual additions"
                which would be credited to such Participant's accounts under
                this Plan without regard to the limitations of Code Section 415
                and (ii) the denominator of which is such "annual additions" for
                all plans described in this subparagraph.

                (k)     If an Employee is (or has been) a Participant in one or
        more defined benefit plans and one or more defined contribution plans
        maintained by the Employer, the sum of the defined benefit plan fraction
        and the defined contribution plan fraction for any "limitation year" may
        not exceed 1.0.

                (l)     The defined benefit plan fraction for any "limitation
        year" is a fraction, the numerator of which is the sum of the
        Participant's projected annual benefits under all the defined benefit
        plans (whether or not terminated) maintained by the Employer, and the
        denominator of which is the lesser of 125 percent of the dollar
        limitation determined for the "limitation year" under Code Sections
        415(b) and (d) or 140 percent of the amount which may be taken into
        account under Code Section 415(b)(1)(B) with respect to the Participant
        under the plan for such year, including any adjustments under Code
        Section 415(b).

                Notwithstanding the above, if the Participant was a participant
        as of the first day of the first "limitation year" beginning after
        December 31, 1986, in one or more defined benefit plans maintained by
        the Employer which were in existence on May 6, 1986, the denominator of
        this fraction will not be less than 125 percent of the sum of the annual
        benefits under such plans which the Participant had accrued as of the
        close of the last "limitation year" beginning before January 1, 1987,
        disregarding any changes in the terms and conditions of the plan after
        May 5, 1986. The preceding sentence applies only if the defined benefit
        plans individually and in the aggregate satisfied the requirements of
        Section 415 for all "limitation years" beginning before January 1, 1987.

                (m)     The defined contribution plan fraction for any
        "limitation year" is a fraction, the numerator of which is the sum of
        the annual additions to the Participant's Account under all the defined
        contribution plans (whether or not terminated) maintained by the
        Employer for the current and all prior "limitation years" (including the
        annual additions attributable to the Participant's nondeductible
        Employee contributions to all defined benefit plans, whether or not
        terminated, maintained by the Employer, and the annual additions
        attributable to all welfare benefit funds, as defined in Code Section
        419(e), and individual medical accounts, as defined in Code Section
        415(l)(2), maintained



                                       41
<PAGE>   43

        by the Employer), and the denominator of which is the sum of the maximum
        aggregate amounts for the current and all prior "limitation years" of
        service with the Employer (regardless of whether a defined contribution
        plan was maintained by the Employer). The maximum aggregate amount in
        any "limitation year" is the lesser of 125 percent of the dollar
        limitation determined under Code Sections 415(b) and (d) in effect under
        Code Section 415(c)(1)(A) or 35 percent of the Participant's
        Compensation for such year.

                If the employee was a Participant as of the end of the first day
        of the first limitation year beginning after December 31, 1986, in one
        or more defined contribution plans maintained by the Employer which were
        in existence on May 6, 1986, the numerator of this fraction will be
        adjusted if the sum of this fraction and the defined benefit fraction
        would otherwise exceed 1.0 under the terms of this Plan. Under the
        adjustment, an amount equal to the product of (1) the excess of the sum
        of the fractions over 1.0 times (2) the denominator of this fraction,
        will be permanently subtracted from the numerator of this fraction. The
        adjustment is calculated using the fractions as they would be computed
        as of the end of the last limitation year beginning before January 1,
        1987, and disregarding any changes in the terms and conditions of the
        Plan made after May 5, 1986, but using the Section 415 limitation
        applicable to the first limitation year beginning on or after January 1,
        1987. The annual addition for any "limitation year" beginning before
        January 1, 1987 shall not be recomputed to treat all Employee
        contributions as annual additions.

                (n)     Notwithstanding the foregoing, for any "limitation year"
        in which the Plan is a Top Heavy Plan, 100 percent shall be substituted
        for 125 percent in paragraph 4.10(l) and 4.10(m) unless the extra
        minimum allocation is being provided pursuant to Section 4.5. However,
        for any "limitation year" in which the Plan is a Super Top Heavy Plan,
        100 percent shall be substituted for 125 percent in any event.

                (o)     Notwithstanding anything contained in this Section to
        the contrary, the limitations, adjustments and other requirements
        prescribed in this Section shall at all times comply with the provisions
        of Code Section 415 and the Regulations thereunder, the terms of which
        are specifically incorporated herein by reference.

        4.11    Adjustment for Excessive Annual Additions

                (a)     If as a result of the allocation of Forfeitures, a
        reasonable error in estimating a Participant's Compensation or other
        facts and circumstances to which Regulation 1.415-6(b)(6) shall be
        applicable, the "annual additions" under this Plan would cause the
        maximum "annual additions" to be exceeded for any Participant, the
        Administrator shall (1) distribute any elective deferrals (within the
        meaning of Code Section 402(g)(3)) credited for the "limitation year" to
        the extent that the return would reduce the "excess amount" in the
        Participant's accounts (2) hold any "excess amount" remaining after the
        return of any elective deferrals in a "Section 415 suspense account" (3)
        use the "Section 415 suspense account" in the next "limitation year"
        (and succeeding "limitation years" if necessary) to reduce Employer
        contributions for the Participant if



                                       42
<PAGE>   44

        that Participant is covered by the Plan as of the end of the "limitation
        year," or if the Participant is not so covered, allocate and reallocate
        the "Section 415 suspense account" in the next "limitation year" (and
        succeeding "limitation years" if necessary) to all Participants in the
        Plan before any Employer or Employee contributions which would
        constitute "annual additions" are made to the Plan for such "limitation
        year" (4) reduce Employer contributions to the Plan for such "limitation
        year" by the amount of the "Section 415 suspense account" allocated and
        reallocated during such "limitation year."

                (b)     For purposes of this Article, "excess amount" for any
        Participant for a "limitation year" shall mean the excess, if any, of
        (1) the "annual additions" which would be credited to his account under
        the terms of the Plan without regard to the limitations of Code Section
        415 over (2) the maximum "annual additions" determined pursuant to
        Section 4.10.

                (c)     For purposes of this Section, "Section 415 suspense
        account" shall mean an unallocated account equal to the sum of "excess
        amounts" for all Participants in the Plan during the "limitation year."
        The "Section 415 suspense account" shall not share in any earnings or
        losses of the Trust Fund.

        4.12    Transfers and Rollovers from Other Qualified Plans

                (a)     With the consent of the Administrator, amounts may be
        transferred from other qualified plans by Participants, provided that
        the trust from which such funds are transferred permits the transfer to
        be made and the transfer will not jeopardize the tax exempt status of
        the Plan or create adverse tax consequences for the Employer. The
        amounts transferred shall be set up in a separate account herein
        referred to as a "Rollover Account." Such account shall be fully Vested
        at all times and shall not be subject to Forfeiture for any reason.

                (b)     Amounts in a Participant's Rollover Account shall be
        held by the Trustee pursuant to the provisions of this Plan and may not
        be withdrawn by, or distributed to the Participant, in whole or in part,
        except as provided in paragraphs (c) and (d) of this Section.

                (c)     Except as permitted by Regulations (including Regulation
        1.411(d)-4), amounts attributable to elective contributions (as defined
        in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective
        contributions, which are transferred from another qualified plan in a
        plan-to-plan transfer shall be subject to the distribution limitations
        provided for in Regulation 1.401(k)-1(d).

                (d)     Any distributions of amounts held in a Participant's
        Rollover Account shall be made in a manner which is consistent with and
        satisfies the provisions of Section 7.5, including, but not limited to,
        all notice and consent requirements of Code Section 411(a)(11) and the
        Regulations thereunder. Furthermore, such amounts shall be considered as
        part of a Participant's benefit in determining whether an involuntary
        cash-out of benefits without Participant's consent may be made.



                                       43
<PAGE>   45

                (e)     All amounts allocated to a Participant's Rollover
        Account shall be invested in Investment Funds in accordance with the
        direction of the Participant pursuant to Section 4.13.

                (f)     For purposes of this Section, the term "qualified plan"
        shall mean any tax qualified plan under Code Section 401(a). The term
        "amounts transferred from other qualified plans" shall mean: (i) amounts
        transferred to this Plan directly from another qualified plan; (ii)
        distributions from another qualified plan which are eligible rollover
        distributions and which are either transferred by the Employee to this
        Plan within sixty (60) days following his receipt thereof or are
        transferred pursuant to a direct rollover; (iii) amounts transferred to
        this Plan from a conduit individual retirement account provided that the
        conduit individual retirement account has no assets other than assets
        which (A) were previously distributed to the Employee by another
        qualified plan as a lump-sum distribution (B) were eligible for tax-free
        rollover to a qualified plan and (C) were deposited in such conduit
        individual retirement account within sixty (60) days of receipt thereof
        and other than earnings on said assets; and (iv) amounts distributed to
        the Employee from a conduit individual retirement account meeting the
        requirements of clause (iii) above, and transferred by the Employee to
        this Plan within sixty (60) days of his receipt thereof from such
        conduit individual retirement account.

                (g)     Prior to accepting any rollovers to which this Section
        applies, the Administrator may require the Employee to establish that
        the amounts to be rolled over to this Plan meet the requirements of this
        Section and may also require the Employee to provide an opinion of
        counsel satisfactory to the Employer that the amounts to be rolled over
        meet the requirements of this Section.

                (h)     A Participant's Rollover Account shall not accept any
        direct or indirect transfers (as that term is defined and interpreted
        under Code Section 401(a)(11) and the Regulations thereunder) from a
        defined benefit plan, money purchase plan (including a target benefit
        plan), stock bonus or profit sharing plan which would otherwise have
        provided for a life annuity form of payment to the Participant.

                (i)     Notwithstanding anything herein to the contrary, a
        transfer directly to this Plan from another qualified plan (or a
        transaction having the effect of such a transfer) shall be permitted
        only if it will not result in the elimination or reduction of any
        protected benefits under Code Section 411(d)(6).

        4.13    Directed Investment Account

                (a)     Participant's Accounts shall be invested at the
        Participant's election in the Investment Funds as the Administrator may
        approve for investment purposes. Except as provided in paragraph (c), a
        Participant may not direct the investment of his Company Stock Account.
        That portion of the Account of a Participant who directs the investment
        thereof shall be considered a Directed Investment Account which shall
        not share in Trust Fund earnings.



                                       44
<PAGE>   46

                (b)     The Trustee shall divide the Trust Fund into the number
        and types of Investment Funds as the Administrator may approve for
        investment purposes. Designation by a Participant to the various
        Investment Funds shall be in increments of five percent (5%). The
        Administrator shall implement rules and requirements pertaining to
        changes by Participants in their investment allocations among the
        Investment Funds.

                (c)     Each Qualified Participant who has not attained age
        sixty (60) may elect within ninety (90) days after the end of each
        calendar quarter or within ninety (90) days after the close of each Plan
        Year during the Qualified Election Period to direct the Trustee in
        writing as to the investment of 25 percent of the Qualified
        Participant's Company Stock Account (to the extent such portion exceeds
        the amount to which a prior election under this subparagraph applies).
        Each Qualified Participant who has attained age sixty (60) may elect
        within ninety (90) days after the end of each calendar quarter or within
        ninety (90) days after the close of each Plan Year during the Qualified
        Election Period to direct the Trustee in writing as to the investment of
        up to 100 percent of the Qualified Participant's Company Stock Account
        (to the extent such portion exceeds the amount to which a prior election
        under this subparagraph applies). If the Qualified Participant elects to
        direct the Trustee as to the investment of his Company Stock Account,
        such direction shall be effective no later than 180 days after the close
        of the Plan Year to which such direction applies. In lieu of directing
        the Trustee as to the investment of his Company Stock Account, the
        Qualified Participant may elect a distribution in cash or Company Stock
        of the portion of his Company Stock Account covered by the election
        within ninety (90) days after the last day of the period during which
        the election can be made.

                (d)     For the purposes of this Section the following
        definitions shall apply:

                        (1)     "Qualified Participant" means any Participant or
                Former Participant who has completed ten (10) Years of Service
                as a Participant and has attained age 55.

                        (2)     "Qualified Election Period" shall mean the six
                (6) Plan Year period beginning with the later of (i) the first
                Plan Year in which the Participant first becomes a Qualified
                Participant or (ii) the first Plan Year beginning after December
                31, 1986.

                (e)     A separate Directed Investment Account shall be
        established for each Participant who has directed an investment.
        Transfers between the Participant's regular account and his Directed
        Investment Account shall be charged and credited as the case may be to
        each account. The Directed Investment Account shall not share in Trust
        Fund earnings, but it shall be charged or credited as appropriate with
        the net earnings, gains, losses and expenses as well as any appreciation
        or depreciation in market value during each Plan Year attributable to
        such account. To the extent so directed, the Trustees are relieved of
        their fiduciary responsibilities as provided in Section 404 of the Act.



                                       45
<PAGE>   47

                                   ARTICLE 5.
                          FUNDING AND INVESTMENT POLICY

        5.1     Application of Cash

        Employer contributions in cash and other cash received by the Trust Fund
shall first be applied to pay any Current Obligations of the Trust Fund.

        5.2     Transactions Involving Company Stock

        All purchases or sales of Company Stock and the price of such purchases
or sales shall be made as the Administrator instructs the Trustee. All purchases
of Company Stock shall be made at a price which, in the judgment of the
Administrator, does not exceed the fair market value thereof. All sales of
Company Stock shall be made at a price which, in the judgment of the
Administrator, is not less than the fair market value thereof. The valuation
rules set forth in Article 6 shall be applicable.

        5.3     Loans to the Trust

                (a)     The Plan may borrow money for any lawful purpose,
        provided, the proceeds of an Exempt Loan are used within a reasonable
        time after receipt only for any or all of the following purposes:

                        (1)     To acquire Company Stock.

                        (2)     To repay such loan.

                        (3)     To repay a prior Exempt Loan.

                (b)     All loans to the Trust which are made or guaranteed by a
        disqualified person must satisfy all requirements applicable to Exempt
        Loans including but not limited to the following:

                        (1)     The loan must be at a reasonable rate of
                interest;

                        (2)     Any collateral pledged to the creditor by the
                Plan shall consist only of the Company Stock purchased with the
                borrower funds;

                        (3)     Under the terms of the loan, any pledge of
                Company Stock shall provide for the release of shares so pledged
                on a pro-rata basis pursuant to Section 4.5(g);

                        (4)     Under the terms of the loan, the creditor shall
                have no recourse against the Plan except with respect to such
                collateral, earnings attributable to such collateral, Employer
                contributions (other than contributions of Company Stock) that
                are made to meet Current Obligations and earnings attributable
                to such contributions;



                                       46
<PAGE>   48

                        (5)     The loan must be for a specific term and may not
                be payable at the demand of any person, except in the cause of a
                default;

                        (6)     In the event of default upon an Exempt Loan, the
                value of the Trust Fund transferred in satisfaction of the
                Exempt Loan shall not exceed the amount of default. If the
                lender is a disqualified person, an Exempt Loan shall provide
                for a transfer of Trust Funds upon default only upon and to the
                extent of the failure of the Plan to meet the payment schedule
                of the Exempt Loan; and

                        (7)     Exempt Loan payments during a Plan Year must not
                exceed an amount equal to: (A) the sum, over all Plan Years, of
                all Employer contributions made by the Employer to the Plan with
                respect to such Exempt Loan and earnings on such Employer
                contributions, less (B) the sum of the Exempt Loan payments in
                all preceding Plan Years. A separate accounting shall be
                maintained for such Employer contributions and earnings until
                the Exempt Loan is repaid.

                (c)     The term "disqualified person" means a person who is a
        Fiduciary, a person providing services to the Plan, an Employer any of
        whose Employees are covered by the Plan, an employee organization any of
        whose members are covered by the Plan, an owner, direct or indirect, of
        50% or more of the total combined voting power of all classes of voting
        stock or of the total value of all classes of the stock, or an officer,
        director, 10% or more shareholder, or a highly compensated Employee.

                                   ARTICLE 6.
                                   VALUATIONS

        6.1     Valuation of the Trust Fund

        The Administrator shall direct the Trustee, as of each Anniversary Date,
and at such other date or dates deemed necessary by the Administrator, herein
called "valuation date," to determine the net worth of the assets comprising the
Trust Fund as it exists on the "valuation date" prior to taking into
consideration any contribution to be allocated for that Plan Year. In
determining such net worth, the Trustee shall value the assets comprising the
Trust Fund at their fair market value as of the "valuation date" and shall
deduct all expenses for which the Trustee has not yet obtained reimbursement
from the Employer or the Trust Fund. The Administrator shall have the duty of
determining the fair market value (or sometimes referred to as "value") of
Company Stock.

        For purposes of Section 5.2, 7.11 and this Section, valuations must be
made in good faith and based on all relevant factors for determining the fair
market value of securities. In the case of a transaction between a Plan and a
disqualified person, value must be determined as of the date of the transaction.
For all other Plan purposes, value must be determined as of the most recent
valuation date under the Plan. An independent appraisal will not in itself be a
good faith determination of value in the case of a transaction between the Plan
and a disqualified person. However, in other cases, a determination of fair
market value based on at least an annual appraisal independently arrived at by a
person who customarily makes such appraisals and who



                                       47
<PAGE>   49

is independent of any party to the transaction will be deemed to be a good faith
determination of value.

        6.2     Annual Statement

        The Administrator shall, as soon as possible after each Anniversary
Date, but in any event no later than two hundred ten (210) days thereafter,
furnish each Participant with a written statement showing as of the Anniversary
Date and in comparative form for the prior Plan Year:

                (a)     The balance in each of his accounts as of the preceding
        Anniversary Date.

                (b)     The amount of Employer contributions and Forfeitures
        allocated to his accounts for the Plan Year.

                (c)     The adjustment to his accounts to reflect his share of
        any dividends and the income and expenses of the Trust Fund for the Plan
        Year.

                (d)     The new balances in each of his accounts, including the
        number of shares of Company Stock.

                (e)     Such other information as may be required under the Act,
        the Code and regulations thereunder.

                                   ARTICLE 7.
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

        7.1     Determination of Benefits upon Retirement

        Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date. Upon such Normal
Retirement Date, all amounts credited to such Participant's Account shall become
distributable. However, a Participant may postpone the termination of his
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan shall continue until his Late Retirement Date.
Upon a Participant's Retirement Date, or as soon thereafter as is practicable,
the Trustee shall distribute all amounts credited to such Participant's Account
in accordance with Sections 7.5 and 7.6.

        7.2     Determination of Benefits upon Death

                (a)     Upon the death of a Participant before his Retirement
        Date or other termination of his employment, all amounts credited to
        such Participant's Account shall become fully Vested. On or before the
        Anniversary Date coinciding with or next following such death, the
        Administrator shall direct the Trustee, in accordance with the
        provisions of Sections 7.5 and 7.6, to distribute the value of the
        deceased Participant's Account to the Participant's Beneficiary.



                                       48
<PAGE>   50

                (b)     On or before the Anniversary Date coinciding with or
        next following the death of a Former Participant, the Trustee, in
        accordance with the provisions of Sections 7.5 and 7.6, shall distribute
        any remaining amounts credited to the account of such deceased Former
        Participant to such Former Participant's Beneficiary.

                (c)     Any security interest held by the Plan by reason of an
        outstanding loan to the Participant or Former Participant shall be taken
        into account in determining the amount of the death benefit.

                (d)     The Administrator may require such proper proof of death
        and such evidence of the right of any person to receive payment of the
        value of the account of a deceased Participant or Former Participant as
        the Administrator may deem desirable. The Administrator's determination
        of death and of the right of any person to receive payment shall be
        conclusive.

                (e)     The Beneficiary of the death benefit payable pursuant to
        this Section shall be the Participant's spouse. Except, however, the
        Participant may designate a Beneficiary other than his spouse if:

                        (1)     the spouse has waived her right to be the
                Participant's Beneficiary, or

                        (2)     the Participant is legally separated or has been
                abandoned (within the meaning of local law) and the Participant
                has a court order to such effect (and there is no "qualified
                domestic relations order" as defined in Code Section 414(p)
                which provides otherwise), or

                        (3)     the Participant has no spouse, or

                        (4)     the spouse cannot be located.

                In such event, the designation of a Beneficiary shall be made on
        a form satisfactory to the Administrator. A Participant may at any time
        revoke his designation of a Beneficiary or change his Beneficiary by
        filing written notice of such revocation or change with the
        Administrator. However, the Participant's spouse must again consent in
        writing to any such change or revocation. In the event no valid
        designation of Beneficiary exists at the time of the Participant's
        death, the death benefit shall be payable to his estate.

                (f)     Any consent by the Participant's spouse to waive any
        rights to the death benefit must be in writing, must acknowledge the
        effect of such waiver, and be witnessed by a Plan representative or a
        notary public. Further, the spouse's consent must be irrevocable and
        must acknowledge the specific nonspouse Beneficiary.



                                       49
<PAGE>   51

        7.3     Determination of Benefits in Event of Disability

        In the event of a Participant's Total and Permanent Disability prior to
his Retirement Date or separation from service, all amounts credited to such
Participant's Account shall become fully Vested. On or before the Anniversary
Date coinciding with or next following the event of Total and Permanent
Disability, the Trustee, in accordance with the provisions of Sections 7.5 and
7.6, shall distribute to such Participant all amounts credited to such
Participant's Account as though he had retired.

        7.4     Determination of Benefits upon Termination

                (a)     On or before the Anniversary Date coinciding with or
        subsequent to the termination of a Participant's employment for any
        reason other than death, Total and Permanent Disability or retirement,
        the Administrator may direct the Trustee to segregate the amount of the
        Vested portion of such Terminated Participant's Account and invest the
        aggregate amount thereof in a separate, federally insured savings
        account, certificate of deposit, common or collective trust fund of a
        bank or a deferred annuity. In the event the Vested portion of a
        Participant's Account is not segregated, the amount shall remain in a
        separate account for the Terminated Participant and share in allocations
        per Section 4.5 until such time as a distribution is made to the
        Terminated Participant. The amount of the Terminated Participant's
        Account which is not Vested shall be credited to the Suspense Account
        (which will always share in gains and losses of the trust) and shall,
        subsequently, be allocated to the accounts of the remaining Participants
        in accordance with the terms of the Plan at such time as the amount
        becomes a Forfeiture.

                If a portion of a Participant's Account is forfeited, Company
        Stock allocated to such account must be forfeited only after the Other
        Investment Account has been depleted. If interest in more than one class
        of Company Stock has been allocated to a Participant's Account, the
        Participant must be treated as forfeiting the same proportion of each
        such class.

                Distribution of the funds due to a Terminated Participant shall
        be made on the occurrence of an event which would result in the
        distribution had the Terminated Participant remained in the employ of
        the Employer (upon the Participant's death, Total and Permanent
        Disability, Early or Normal Retirement). However, at the discretion of
        the Administrator, but subject to Section 7.5(i), the Administrator may
        direct the Trustee to cause the entire Vested portion of the Terminated
        Participant's Account to be payable to such Terminated Participant.

                Terminated Participants who are under the age of fifty-five (55)
        at the time of termination may elect distribution of all or part of the
        Vested portion of their Participant's Account. The distribution will be
        made as soon as administratively possible after the end of the calendar
        quarter of termination. If the total amount of the vested portion of the
        Participant's Account does not exceed $3,500 and has never exceeded
        $3,500 at the time of any prior distribution, distribution will
        automatically be made at the time of termination.



                                       50
<PAGE>   52

                (b)     Effective April 1, 1997, each active Participant shall
        immediately become fully Vested in his Account. Each other Participant
        shall become fully Vested in his Account immediately upon entry into the
        Plan.

                (c)     The computation of a Participant's nonforfeitable
        percentage of his interest in the Plan shall not be reduced as the
        result of any direct or indirect amendment to this Article. In the event
        that the Plan is amended to change or modify any vesting schedule, a
        Participant with at least three (3) Years of Service as of the
        expiration date of the election period may elect to have his
        nonforfeitable percentage computed under the Plan without regard to such
        amendment. If a Participant fails to make such election, then such
        Participant shall be subject to the new vesting schedule. The
        Participant's election period shall commence on the adoption date of the
        amendment and shall end 60 days after the latest of:

                        (1)     the adoption date of the amendment,

                        (2)     the effective date of the amendment, or

                        (3)     the date the Participant receives written notice
                of the amendment from the Employer or Administrator.

                (1)     If any Former Participant shall be reemployed by the
                Employer before a 1-Year Break in Service occurs, he shall
                continue to participate in the Plan in the same manner as if
                such termination had not occurred.

                        (2)     If any Former Participant shall be reemployed by
                the Employer before five (5) consecutive 1-Year Breaks in
                Service, and such Former Participant had received a distribution
                of his entire Vested interest prior to his reemployment, his
                forfeited account shall be reinstated only if he repays the full
                amount distributed to him before the earlier of five (5) years
                after the first date on which the Participant is subsequently
                reemployed by the Employer or the close of the first period of
                five (5) consecutive 1-Year Breaks in Service commencing after
                the distribution. In the event the Former Participant does repay
                the full amount distributed to him, the undistributed portion of
                the Participant's Account must be restored in full, unadjusted
                by any gains or losses occurring subsequent to the Anniversary
                Date or other valuation date preceding his termination. The
                source for such reinstatement shall first be any Forfeitures
                occurring during the year. If such source is insufficient, then
                the Employer shall contribute an amount which is sufficient to
                restore any such forfeited Accounts.

                        (3)     If any Former Participant is reemployed after a
                1-Year Break in Service has occurred, Years of Service shall
                include Years of Service prior to his 1-Year Break in Service
                subject to the following rules:

                                (i)     If a Former Participant has a 1-Year
                        Break in Service, his pre-break and post-break service
                        shall be used for computing Years of



                                       51
<PAGE>   53

                        Service for eligibility and for vesting purposes only
                        after he has been employed for one (1) Year of Service
                        following the date of his reemployment with the
                        Employer;

                                (ii)    Each non-vested Former Participant shall
                        lose credits otherwise allowable under (i) above if his
                        consecutive 1-Year Breaks in Service equal five (5);

                                (iii)   After five (5) consecutive 1-Year Breaks
                        in Service, a Former Participant's Vested Account
                        balance attributable to pre-break service shall not be
                        increased as a result of post-break service;

                                (iv)    If a Former Participant who has not had
                        his Years of Service before a 1-Year Break in Service
                        disregarded pursuant to (ii) above completes one (1)
                        Year of Service for eligibility purposes following his
                        reemployment with the Employer, he shall participate in
                        the Plan retroactively from his date of reemployment;

                                (v)     If a Former Participant who has not had
                        his Years of Service before a 1-Year Break in Service
                        disregarded pursuant to (ii) above completes a Year of
                        Service (a 1-Year Break in Service previously occurred,
                        but employment had not terminated), he shall participate
                        in the Plan retroactively from the first day of the Plan
                        Year during which he completes one (1) Year of Service.

        7.5     Distribution of Benefits

                (a)     The Administrator, in accordance with the Participant's
        or Beneficiary's election, shall direct the Trustee to distribute to a
        Participant or his Beneficiary any amount to which he is entitled under
        the Plan in one or more of the following methods: (i) one lump-sum
        payment in cash or in property; (ii) payments over a period certain in
        monthly, quarterly, semiannual or annual cash installments after first
        having (A) segregated the aggregate amount thereof in a separate,
        federally insured savings account, certificate of deposit in a bank or
        savings and loan association, money market certificate or other liquid
        short-term security or (B) purchased a nontransferable annuity contract
        providing for such payment. The period over which such payment is to be
        made shall not extend beyond the Participant's life expectancy (or the
        life expectancy of the Participant and his designated Beneficiary). If
        the Participant's entire interest is to be distributed in other than a
        lump sum, then the amount to be distributed each year must be at least
        an amount equal to the quotient obtained by dividing the Participant's
        entire interest by the life expectancy of the Participant or the joint
        and last survivor expectancy of the Participant and his designated
        Beneficiary.

                (b)     Notwithstanding anything herein to the contrary, the
        Administrator may, unless the Participant elects (with the consent of
        the Participant's spouse) a later distribution date, commence
        distribution of the Participant's Company Stock Account



                                       52
<PAGE>   54

        balance not later than one year after the close of the Plan Year (i) in
        which the Participant separates from service on account of retirement or
        death, or (ii) which is the fifth Plan Year following the Plan Year in
        which the Participant otherwise separates from service; provided,
        however, any Company Stock allocated to a Participant's Company Stock
        Account purchased by means of an Exempt Loan, may not be distributed
        until after such Exempt Loan is repaid in full.

                (c)     The distribution of a Participant's benefits may not
        commence prior to the later of the Participant's Normal Retirement Age
        or age 62 if the Vested portion of the Participant's Account exceeds or
        has ever exceeded $3,500 at the time of any prior distribution, unless
        the distribution is consented to in writing by the Participant and his
        spouse or, if the Participant is deceased, the Participant's surviving
        spouse. With regard to this required consent:

                        (1)     The Participant must be informed of his right to
                defer receipt of the distribution. If a Participant fails to
                consent, it shall be deemed an election to defer the
                distribution of any benefit. However, any election to defer the
                receipt of benefits shall not apply with respect to
                distributions which are required under Section 7.5(e).

                        (2)     Notice of the rights specified under this
                paragraph shall be provided no less than 30 days and no more
                than 90 days before the first day on which all events have
                occurred which entitle the Participant to such benefit.

                        (3)     Written consent of the Participant to the
                distribution must not be made before the Participant receives
                the notice and must not be made more than 90 days before the
                first day on which all events have occurred which entitle the
                Participant to such benefit.

                        (4)     No consent shall be valid if a significant
                detriment is imposed under the Plan on any Participant who does
                not consent to the distribution.

                (d)     Subject to Sections 7.5(e) and 7.5(h), upon termination
        of employment by retirement or otherwise, a Participant may direct that
        his benefit remain in the Plan in the form of Company Stock until such
        time as the Participant requests a distribution. Any part of a
        Participant's benefit which is retained in the Plan after the
        Anniversary Date on which his participation ends will continue to be
        treated as an Elective Account, Matching Contribution Account, Employee
        After-Tax Account, Company Stock Account, Rollover Account or as an
        Other Investments Account, as the case may be, as provided in Article 4.
        However, none of such accounts will be credited with any further
        Participant or Employer contributions or Forfeitures.

                (e)     Notwithstanding any provision in the Plan to the
        contrary, effective January 1, 1997, the distribution of a Participant's
        benefits shall be made in accordance with the following requirements and
        shall otherwise comply with Code Section 401(a)(9) and the Regulations
        thereunder (including Regulation Section 1.401(a)(9)-2):



                                       53
<PAGE>   55

                        (1)     A Participant's benefits shall be distributed to
                him not later than April 1st of the calendar year following the
                later of (i) the calendar year in which the Participant attains
                age 702 or (ii) the calendar year in which the Participant
                retires, provided, however, that this clause (ii) shall not
                apply in the case of a Participant who is a "five (5) percent
                owner" with respect to the Plan Year ending in the calendar year
                in which he attains age 702. Alternatively, distributions to a
                Participant must begin no later than the applicable April 1st as
                determined under the preceding sentence and must be made over
                the life expectancy of the Participant (or the life expectancies
                of the Participant and his designated Beneficiary) in accordance
                with Regulations.

                        (2)     Distributions to a Participant and his
                Beneficiaries shall only be made in accordance with the
                incidental death benefit requirements of Code Section
                401(a)(9)(G) and the Regulations thereunder.

                        Additionally, for calendar years beginning prior to
                1989, distributions may also be made under an alternative method
                which provides that the then present value of the payments to be
                made over the period of the Participant's life expectancy
                exceeds fifty percent (50%) of the then present value of the
                total payments to be made to the Participant and his
                Beneficiaries.

                (f)     Notwithstanding any provision in the Plan to the
        contrary, distributions upon the death of a Participant shall be made in
        accordance with the following requirements and shall otherwise comply
        with Code Section 401(a)(9) and the Regulations thereunder. If it is
        determined pursuant to Regulations that the distribution of a
        Participant's interest has begun and the Participant dies before his
        entire interest has been distributed to him, the remaining portion of
        such interest shall be distributed at least as rapidly as under the
        method of distribution selected pursuant to Section 7.5 as of his date
        of death. If a Participant dies before he has begun to receive any
        distributions of his interest under the Plan or before distributions are
        deemed to have begun pursuant to Regulations, then his death benefit
        shall be distributed to his Beneficiaries by December 31st of the
        calendar year in which the fifth anniversary of his date of death
        occurs.

                However, the 5-year distribution requirement of the preceding
        paragraph shall not apply to any portion of the deceased Participant's
        interest which is payable to or for the benefit of a designated
        Beneficiary. In such event, such portion may, at the election of the
        Participant (or the Participant's designated Beneficiary) be distributed
        over a period not extending beyond the life expectancy of such
        designated Beneficiary provided such distribution begins not later than
        December 31st of the calendar year immediately following the calendar
        year in which the Participant died. Except, however, in the event the
        Participant's spouse (determined as of the date of the Participant's
        death) is his Beneficiary, the requirement that distributions commence
        within one year of a Participant's death shall not apply. In lieu
        thereof, distributions must commence on or before the later of: (1)
        December 31st of the calendar year immediately following the calendar
        year in which the Participant died; or (2) December 31st of the calendar
        year in



                                       54
<PAGE>   56

        which the Participant would have attained age 702. If the surviving
        spouse dies before the distributions to such spouse begin, then the
        5-year distribution requirement of this Section shall apply as if the
        spouse were the Participant.

                (g)     For purposes of Section 7.5(f), the election by a
        designated Beneficiary to be excepted from the 5-year distribution
        requirement must be made no later than December 31st of the calendar
        year following the calendar year of the Participant's death. Except,
        however, with respect to a designated Beneficiary who is the
        Participant's surviving spouse, the election must be made by the earlier
        of: (1) December 31st of the calendar year immediately following the
        calendar year in which the Participant died or, if later, the calendar
        year in which the Participant would have attained age 702; or (2)
        December 31st of the calendar year which contains the fifth anniversary
        of the date of the Participant's death. An election by a designated
        Beneficiary must be in writing and shall be irrevocable as of the last
        day of the election period stated herein. In the absence of an election
        by the Participant or a designated Beneficiary, the 5-year distribution
        requirement shall apply.

                (h)     For purposes of this Section, the life expectancy of a
        Participant and a Participant's spouse may, at the election of the
        Participant or the Participant's spouse, be redetermined in accordance
        with such rules as may be prescribed by Treasury regulations. The
        election, once made, shall be irrevocable. If no election is made by the
        time distributions must commence, then the life expectancy of the
        Participant and the Participant's spouse shall not be subject to
        recalculation. Further, life expectancy and joint and last survivor
        expectancy shall be computed using the return multiples of Regulation
        1.72-9.

                (i)     Except as limited by Sections 7.5 and 7.6, whenever the
        Trustee is to make a distribution on or as of an Anniversary Date, the
        distribution may be made or begun on such date or as soon thereafter as
        is practicable. However, unless a Participant elects in writing to defer
        the receipt of benefits (such election may not result in a death benefit
        that is more than incidental), the payment of benefits will begin not
        later than the 60th day after the close of the Plan Year in which the
        latest of the following events occurs:

                        (1)     the date on which the Participant attains the
                earlier of age 65 or the Normal Retirement Age specified under
                the Plan,

                        (2)     the 10th anniversary of the year in which the
                Participant commenced participation in the Plan, or

                        (3)     the date the Participant terminates his service
                with the Employer.

        7.6     How Plan Benefit will be Distributed

                (a)     Distribution of a Participant's Company Stock Account
        may be made in cash or Company Stock or both, provided, however, that if
        a Participant or Beneficiary so demands, such Company Stock Account
        shall be distributed only in the form of Company



                                       55
<PAGE>   57

Stock. Prior to making a distribution of benefits, the Administrator shall
advise the Participant or his Beneficiary, in writing, of the right to demand
that his Company Stock Account be distributed solely in Company Stock. If the
Participant or his Beneficiary fails to make such demand in writing within 90
days after receipt of such written notice, the Administrator shall direct the
Trustee to make such distribution in such form as the Administrator, in his sole
discretion, shall determine.

                (b)     If a Participant or Beneficiary demands that his Company
        Stock Account be distributed solely in Company Stock, distribution of a
        Participant's Company Stock Account will be made entirely in whole
        shares or other units of Company Stock. Any fractional unit value
        unexpended will be distributed in cash. If Company Stock is not
        available for purchase by the Trustee, then the Trustee shall hold such
        balance until Company Stock is acquired and then make such distribution.
        If the Trustee is unable to purchase the Company Stock required for
        distribution, he shall make distribution in cash within one (1) year
        after the date the distribution was to be made, except in the case of a
        retirement distribution which shall be made within sixty (60) days after
        the close of the Plan Year in which a Participant's retirement occurs.

                (c)     The Trustee will make distribution from the Trust only
        on instructions from the Administrator.

                (d)     Notwithstanding anything contained herein to the
        contrary, if the Employer's charter or by-laws restrict ownership of
        substantially all shares of Company Stock to Employees and the Trust
        Fund, as described in Code Section 409(h)(2), the distribution of a
        Participant's Company Stock Account may be made entirely in cash without
        granting the Participant the right to demand distribution in shares of
        Company Stock.

                (e)     Except as otherwise provided herein, Company Stock
        distributed by the Trustee may be restricted as to sale or transfer by
        the by-laws or articles of incorporation of the Employer, provided
        restrictions are applicable to all Company Stock of the same class. If a
        Participant is required to offer the sale of his Company Stock to the
        Employer before offering to sell his Company Stock to a third party, in
        no event may the Employer pay a price less than that offered to the
        distributed by another potential buyer making a bona fide offer and in
        no event shall the Trustee pay a price less than the fair market value
        of the Company Stock.

                (f)     Except as otherwise provided in this Plan, a Participant
        is not entitled to any payment, withdrawal or distribution under the
        Plan during his participation. If any such partial distribution is made,
        the Participant's benefit when computed will be reduced by the amount of
        any such advance.

                (g)     If Company Stock acquired with the proceeds of an Exempt
        Loan (described in Section 5.3 hereof) is available for distribution and
        consists of more than one class, a Participant or his Beneficiary to
        whom a distribution of such Company Stock is being made must receive
        substantially the same proportion of each class.



                                       56
<PAGE>   58

        7.7     Distribution for Minor Beneficiary

        In the event a distribution is to be made to a minor, then the
Administrator may, in the Administrator's sole discretion, direct that such
distribution be paid to the legal guardian, or if none, to a parent of such
Beneficiary or a responsible adult with whom the Beneficiary maintains his
residence, or to the custodian for such Beneficiary under the Uniform Gift to
Minors Act or Gift to Minors Act, if such is permitted by the laws of the state
in which said Beneficiary resides. Such a payment to the legal guardian or
parent of a minor Beneficiary shall fully discharge the Trustee, Employer, and
Plan from further liability on account thereof.

        7.8     Location of Participant or Beneficiary Unknown

        In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the expiration of five (5)
years after it shall become payable, remain unpaid solely by reason of the
inability of the Administrator, after sending a registered letter, return
receipt requested, to the last known address, and after further diligent effort,
to ascertain the whereabouts of such Participant or his Beneficiary, the amount
so distributable shall be reallocated in the same manner as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored.

        7.9     Right of First Refusals

                (a)     If any Participant, his Beneficiary or any other person
        to whom shares of Company Stock are distributed from the Plan (the
        "Selling Participant") shall, at any time, desire to sell some or all of
        such shares (the "Offered Shares") to a third party (the "Third Party"),
        the Selling Participant shall give written notice of such desire to the
        Employer and the Administrator, which notice shall contain the number of
        shares offered for sale, the proposed terms of the sale and the names
        and addresses of both the Selling Participant and Third Party. Both the
        Trust Fund and the Employer shall each have the right of first refusal
        for a period of fourteen (14) days from the date the Selling Participant
        gives such written notice to the Employer and the Administrator (such
        fourteen (14) day period to run concurrently against the Trust Fund and
        the Employer) to acquire the Offered Shares. As between the Trust Fund
        and the Employer, the Trust Fund shall have priority to acquire the
        shares pursuant to the right of first refusal. The selling price and
        terms shall be the same as offered by the Third Party.

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



                                       57
<PAGE>   59

                (c)     The closing pursuant to the exercise of the right of
        first refusal under Section 7.9(a) above shall take place at such place
        agreed upon between the Administrator and the Selling Participant, but
        not later than ten (10) days after the Employer or the Trust Fund shall
        have notified the Selling Participant of the exercise of the right of
        first refusal. At such closing, the Selling Participant shall deliver
        certificates representing the Offered Shares duly endorsed in blank for
        transfer, or with stock powers attached duly executed in blank with all
        required transfer tax stamps attached or provided for, and the Employer
        or the Trust Fund shall deliver the purchase price, or an appropriate
        portion thereof, to the Selling Participant.

                (d)     Except as provided in this Paragraph (d), no Company
        Stock acquired with the proceeds of an Exempt Loan complying with the
        requirements of Section 5.3 hereof shall be subject to a right of first
        refusal. Company Stock, which is acquired with the proceeds of an Exempt
        Loan which is distributed to a Participant or Beneficiary shall be
        subject to the right of first refusal, provided for in Paragraph (a) of
        this Section only so long as the Company Stock is not publicly traded.
        The term "publicly traded" refers to a securities exchange registered
        under Section 6 of the Securities Exchange Act of 1934 (the "1934 Act")
        (15 U.S.C. 78f) or that is quoted on a system sponsored by a national
        securities association registered under Section l5A(b) of the 1934 Act
        (15 U.S.C. 780). In addition, in the case of Company Stock which was
        acquired with the proceeds of a loan described in Section 5.3, the
        selling price and other terms under the right must not be less favorable
        to the seller than the greater of the value of the security determined
        under 26 CFR 54.4975-11(d)(5), or the purchase price and other terms
        offered by a buyer (other than the Employer or the Trust Fund), making a
        good faith offer to purchase the security. The right of first refusal
        must lapse no later than fourteen (14) days after the security holder
        gives notice to the holder of the right that an offer by a third party
        to purchase the security has been made. The right of first refusal shall
        comply with the provisions of Paragraphs (a), (b) and (c) of this
        Section, except to the extent those provisions may conflict with the
        provisions of this paragraph.

        7.10    Stock Certificate Legend

        Certificates for shares distributed pursuant to the Plan shall contain
the following legend:

                "The shares represented by this certificate are transferable
        only upon compliance with the terms of the RANDALLS FOOD MARKETS, INC.
        ESOP/401(k) SAVINGS PLAN (Amended and Restated as of April 1, 1997),
        which grants to Randalls Food Markets, Inc. and the Trust Fund, a right
        of first refusal, a copy of said Plan being on file in the office of the
        Company."

        7.11    Put Option

                (a)     If Company Stock which was not acquired with the
        proceeds of an Exempt Loan is distributed to a Participant and such
        Company Stock is not readily tradable on an established securities
        market, a Participant has a right to require the Employer to repurchase
        the Company Stock distributed to such Participant under a fair valuation



                                       58
<PAGE>   60

        formula, as required by the Revenue Act of 1978. Such Stock shall be
        subject to the provisions of Section 7.11(c), except to the extent the
        provisions of 7.11(c) may conflict with any applicable regulations
        promulgated under the Revenue Act of 1978.

                (b)     Company Stock which is acquired with the proceeds of an
        Exempt Loan and which is not publicly traded when distributed, or if it
        is subject to a trading limitation when distributed, must be subject to
        a put option. For purposes of this paragraph, a "trading limitation" on
        a Company Stock is a restriction under any Federal or State securities
        law or any regulation thereunder, or an agreement (not prohibited by
        Section 7.12) affecting the Company Stock which would make the Company
        Stock not as freely tradeable as stock not subject to such restriction.

                (c)     The put option must be exercisable only by a
        Participant, by the Participant's donees, or by a person (including an
        estate or its distributee) to whom the Company Stock passes by reason of
        a Participant's death. (Under this paragraph "Participant" means a
        Participant and the Beneficiaries of the Participant under the Plan.)
        The put option must permit a Participant to put the Company Stock to the
        Employer. Under no circumstances may the put option bind the Plan. If it
        is known at the time a loan is made that Federal or State law will be
        violated by the Employer's honoring such put option, the put option must
        permit the Company Stock to be put, in a manner consistent with such
        law, to a third party (e.g., an affiliate of the Employer or a
        shareholder other than the Plan) that has substantial net worth at the
        time the loan is made and whose net worth is reasonably expected to
        remain substantial.

                The put option shall commence as of the day following the date
        the Company Stock is distributed to the former Participant and end 60
        days thereafter and if not exercised within such 60-day period, an
        additional 60-day option shall commence on the first day of the fifth
        month of the Plan Year next following the date the stock was distributed
        to the former Participant (or such other 60-day period as provided in
        regulations promulgated by the Secretary of the Treasury). However, in
        the case of Company Stock that is publicly traded without restrictions
        when distributed but ceases to be so traded within either of the 60-day
        periods described herein after distribution, the Employer must notify
        each holder of such Company Stock in writing on or before the tenth day
        after the date the Company Stock ceases to be so traded that for the
        remainder of the applicable 60-day period the Company Stock is subject
        to the put option. The number of days between the tenth day and the date
        on which notice is actually given, if later than the tenth day, must be
        added to the duration of the put option. The notice must inform
        distributees of the term of the put options that they are to hold. The
        terms must satisfy the requirements of this paragraph.

                The put option is exercised by the holder notifying the Employer
        in writing that the put option is being exercised; the notice shall
        state the name and address of the holder and the number of shares to be
        sold. The period during which a put option is exercisable does not
        include any time when a distributee is unable to exercise it because the
        party bound by the put option is prohibited from honoring it by
        applicable Federal or State law.



                                       59
<PAGE>   61

        The price at which a put option must be exercisable is the value of the
        Company Stock determined in accordance with Paragraph (d)(5) of 26 CFR
        54.4975-11. The provisions for payment under the put option shall not
        exceed a 60 day period from the exercise date of the put option.

                (d)     An arrangement involving the Plan that creates a put
        option must not provide for the issuance of put options other than as
        provided under this Section. The Plan (and the Trust Fund) must not
        otherwise obligate itself to acquire Company Stock from a particular
        holder thereof at an indefinite time determined upon the happening of an
        event such as the death of the holder.

        7.12    Nonterminable Protections and Rights

        Except as provided in Section 7.9 and Section 7.11, no Company Stock
acquired with the proceeds of a loan described in Section 5.3 hereof may be
subject to a put, call, or other option, or buy-sell or similar arrangement when
held by and when distributed from the Trust Fund, whether or not the Plan is
then an ESOP. The protections and rights granted in this Section and in Section
7.9 and Section 7.11 are nonterminable, and such protections and rights shall
continue to exist under the terms of this Plan so long as any Company Stock
acquired with the proceeds of a loan described in Section 5.3 hereof is held by
the Trust Fund or by any Participant or other person for whose benefit such
protections and rights have been created, and neither the repayment of such loan
nor the failure of the Plan to be an ESOP, nor an amendment of the Plan shall
cause a termination of said protections and rights.

        7.13    Withdrawals from Employee After-Tax Account

        During the last month of any calendar quarter of any calendar year, a
Participant may request that the Administrator distribute to him or her up to
100% of the value, determined as of the end of such calendar quarter, of the
Participant's Employee After-Tax Account. The Administrator upon receiving such
request may direct the Trustee to make the requested distribution to the
Participant. Distribution payments to a Participant will be made as soon as
administratively possible after the quarter in which the distribution request is
made.

        7.14    Hardship Withdrawals

                (a)     A Participant may at any time file with the
        Administrator an appropriate written request for a hardship withdrawal
        in either a dollar amount or a percentage figure from his Elective
        Account. A Participant may withdraw up to the lesser of 100% of his
        Elective Account valued as of the last Anniversary Date or other
        valuation date or the amount necessary to satisfy the immediate and
        heavy financial need of the Participant. Notwithstanding the foregoing,
        however, no Participant may withdraw any income of the Trust Fund
        allocated to his Elective Account. Any distribution made pursuant to
        this Section shall be deemed to be made as of the first day of the Plan
        Year or, if later, the valuation date immediately preceding the date of
        distribution, and the Participant's Elective Account shall be reduced
        accordingly. The determination of whether an immediate and heavy
        financial need exists shall be based on all relevant facts and



                                       60
<PAGE>   62

        circumstances including, but not limited to, any amounts necessary to
        pay any federal, state or local income taxes or penalties reasonably
        anticipated to result from the distribution. A need shall not be
        disqualified because it was reasonably foreseeable or voluntarily
        incurred. Withdrawal under this Section shall be authorized if the
        distribution is on account of:

                        (1)     Expenses for medical care described in Code
                Section 213(d) previously incurred by the Participant, his
                spouse, or any of his dependents (as defined in Code Section
                152) or necessary for these persons to obtain medical care;

                        (2)     The costs directly related to the purchase of a
                principal residence for the Participant (including mortgage
                payments);

                        (3)     Funeral expenses for a member of the
                Participant's immediate family;

                        (4)     Payment of tuition and related educational fees
                for the next twelve (12) months of post-secondary education for
                the Participant, his spouse, children or dependents; or

                        (5)     Payments necessary to prevent the eviction of
                the Participant from his principal residence or foreclosure on
                the mortgage of the Participant's principal residence.

                (b)     No distribution shall be made pursuant to this Section
        unless the Administrator determines, based upon all relevant facts and
        circumstances, that the amount to be distributed is not in excess of the
        amount required to relieve the financial need and that such need cannot
        be satisfied from other resources reasonably available to the
        Participant. For this purpose, the Participant's resources shall be
        deemed to include those assets of his spouse and minor children that are
        reasonably available to the Participant. A distribution may be treated
        as necessary to satisfy a financial need if the Administrator relies on
        the Participant's representation that the need cannot be relieved:

                        (1)     Through reimbursement or compensation by
                insurance or otherwise;

                        (2)     By reasonable liquidation of the Participant's
                assets, to the extent such liquidation would not itself increase
                the amount of such need;

                        (3)     By cessation of elective deferrals under the
                Plan; or

                        (4)     By other distributions or loans from the Plan or
                any other qualified retirement plan, or by borrowing from
                commercial sources on reasonable commercial terms, to the extent
                such amounts would not themselves increase the amount of the
                need.



                                       61
<PAGE>   63

                (c)     Notwithstanding the above, distributions from the
        Participant's Elective Account pursuant to this Section shall be limited
        solely to the Participant's total Deferred Compensation as of the date
        of distribution, reduced by the amount of any previous distribution
        pursuant to this Section.

                (d)     Any distribution made pursuant to this Section shall be
        made in a manner which is consistent with and satisfies the provisions
        of Section 7.5, including, but not limited to, all notice and consent
        requirements of Code Sections 411(a)(11) and the Regulations thereunder.

        7.15    Participant Loans

        A Participant may make application to the Administrator to borrow from
his Account (not including his Employee After-Tax Account or his Company Stock
Account), and the Administrator in its sole discretion may permit such a loan.
Loans shall be granted in a uniform and nondiscriminatory manner on terms and
conditions determined by the Administrator which shall not result in more
favorable treatment of highly compensated employees and shall be set forth in
written procedures promulgated by the Administrator in accordance with
applicable governmental regulations. All such loans shall also be subject to the
following terms and conditions:

                (a)     The amount of the loan when added to the amount of any
        outstanding loan or loans to the Participant from any other plan of the
        Employer or an Affiliated Employer which is qualified under Code Section
        401(a) shall not exceed the lesser of (i) $50,000, reduced by the
        excess, if any, of the highest outstanding balance of loans from all
        such plans during the one-year period ending on the day before the date
        on which such loan was made over the outstanding balance of loans from
        the Plan on the date on which such loan was made or (ii) fifty percent
        (50%) of the present value of the Participant's Vested Account balance
        under the Plan. In no event shall a loan of less than $500 or more than
        $50,000 be made to a Participant. A Participant may not have more than
        one (1) loan outstanding at a time under this Plan.

                (b)     The loan shall be for a term not to exceed five (5)
        years, unless the loan is used to acquire any dwelling unit which within
        a reasonable time is to be used as a principal residence of the
        Participant. The loan shall be evidenced by a note signed by the
        Participant. The loan shall be payable in periodic installments and
        shall bear interest at a reasonable rate which shall be determined by
        the Administrator on a uniform and consistent basis and set forth in the
        procedures in accordance with applicable governmental regulations.
        Payments by a Participant who is an Employee will be made by means of
        payroll deduction from the Participant's compensation. If the
        Participant is not receiving compensation from the Employer, the loan
        repayment shall be made in accordance with the terms and procedures
        established by the Administrator. A Participant may repay an outstanding
        loan in full at any time.

                (c)     In the event an installment payment is not paid within
        seven (7) days following the monthly due date, the Administrator shall
        give written notice to the



                                       62
<PAGE>   64

        Participant sent to his last known address. If such installment payment
        is not made within thirty (30) days thereafter, the Administrator shall
        proceed with foreclosure in order to collect the full remaining loan
        balance or shall make such other arrangements with the Participant as
        the Administrator deems appropriate. Foreclosures need not be effected
        until occurrence of a distributable event under the terms of the Plan
        and no rights against the Participant or the security shall be deemed
        waived by the Plan as a result of such delay.

                (d)     The unpaid balance of the loan, together with interest
        thereon, shall become due and payable upon the date of distribution of
        the Account and the Trustee shall first satisfy the indebtedness from
        the amount payable to the Participant or to the Participant's
        Beneficiary before making any payments to the Participant or to the
        Beneficiary.

                (e)     Any loan to a Participant under the Plan shall be
        adequately secured. Such security shall include a pledge of a portion of
        the Participant's right, title and interest in the Trust Fund which
        shall not exceed fifty percent (50%) of the present value of the
        Participant's Vested Account balance under the Plan as determined
        immediately after the loan is extended. Such pledge shall be evidenced
        by the execution of a promissory note by the Participant which shall
        grant the security interest and provide that, in the event of any
        default by the Participant on a loan repayment, the Administrator shall
        be authorized to take any and all appropriate lawful actions necessary
        to enforce collection of the unpaid loan.

                (f)     A request by a Participant for a loan shall be made in
        writing to the Administrator and shall specify the amount of the loan.
        If a Participant's request for a loan is approved by the Administrator,
        the Administrator shall furnish the Trustee with written instructions
        directing the Trustee to make the loan in a lump-sum payment of cash to
        the Participant. The cash for such payment shall be obtained by
        redeeming proportionately as of the date of payment the Investment Fund
        or Funds, or portions thereof, that are credited to the particular
        Account of such Participant.

                (g)     A loan to a Participant shall be considered an
        investment of the separate Account(s) of the Participant from which the
        loan is made. All loan repayments shall be credited pro rata to such
        separate Account(s) and reinvested exclusively in shares of one or more
        of the Investment Funds in accordance with Section 4.13.

        7.16    Qualified Domestic Relations Order Distribution

        All rights and benefits, including elections, provided to a Participant
in this Plan shall be subject to the rights afforded to any "alternate payee"
under a "qualified domestic relations order." Furthermore, a distribution to an
"alternate payee" shall be permitted if such distribution is authorized by a
"qualified domestic relations order," even if the affected Participant has not
separated from service and has not reached the "earliest retirement age" under
the Plan. For the purposes of this Section, "alternate payee," "qualified
domestic relations order" and "earliest retirement age" shall have the meaning
set forth under Code Section 414(p).



                                       63
<PAGE>   65

        7.17    Payment of Distribution Directly to Eligible Retirement Plan

                (a)     Notwithstanding any provision of the Plan to the
        contrary that would otherwise limit a Distributee's election under this
        Section, a Distributee may elect, at the time and in the manner
        prescribed by the Administrator, to have any portion of an Eligible
        Rollover Distribution paid directly to an Eligible Retirement Plan
        specified by the Distributee in a Direct Rollover.

                (b)     For purposes of this Section, the following definitions
        shall apply:

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

                        (2)     Eligible Retirement Plan. An Eligible Retirement
                Plan is an individual retirement account described in Section
                408(a) of the Code, an individual retirement annuity described
                in Section 408(b) of the Code, an annuity plan described in
                Section 403(a) of the Code, or a qualified trust described in
                Section 401(a) of the Code, that accepts the Distributee's
                Eligible Rollover Distribution. However, in the case of an
                Eligible Rollover Distribution to the surviving spouse, an
                Eligible Retirement Plan is an individual retirement account or
                individual retirement annuity.

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

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



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<PAGE>   66

                                   ARTICLE 8.
                                     TRUSTEE

        8.1     Basic Responsibilities of the Trustee

        The Trustee shall have the following categories of responsibilities:

                (a)     Consistent with the "funding policy and method"
        determined by the Employer and delivered to the Trustee, to invest,
        manage, and control the Plan assets subject, however, to the direction
        of the Administrator or an Investment Manager if the Employer or
        Administrator should appoint such manager as to all or a portion of the
        assets of the Plan in accordance with the provisions of Section 2.3(c);

                (b)     At the direction of the Administrator, to pay benefits
        required under the Plan to be paid to Participants, or, in the event of
        their death, to their Beneficiaries;

                (c)     To maintain records of receipts and disbursements and
        furnish to the Employer and/or Administrator for each Fiscal Year a
        written annual report;

                (d)     If there shall be more than one Trustee, they shall act
        by a majority of their number, but may authorize one or more of them to
        sign papers on their behalf.

        8.2     Voting Company Stock

        Except as provided hereafter, the Trustee shall vote all Company Stock
held by the Trust in the sole discretion of the Trustee in accordance with the
Trustee's fiduciary duties under the Act. Notwithstanding the foregoing, if the
Employer has a "registration-type class of securities," each Participant or
Beneficiary, if applicable, shall be entitled to direct the Trustee as to the
manner in which shares of Company Stock which are entitled to vote and which are
allocated to such Participant's (or Beneficiary's, if applicable) Company Stock
Account or Employee After-Tax Account are to be voted. If the Employer does not
have a registration-type class of securities, each Participant or Beneficiary,
if applicable, shall be entitled to direct the Trustee as to the manner in which
shares of Company Stock allocated to such Participant's (or Beneficiary's, if
applicable) Company Stock Account or Employee After-Tax Account are to be voted
with respect to any corporate matter which involves the voting of such shares
with respect to the approval or disapproval of any corporate merger or
consolidation, recapitalization, reclassification, liquidation, dissolution,
sale of substantially all assets of a trade or business, or such similar
transaction as prescribed in the Regulations. For purposes of this Section 8.2,
the term "registration-type class of securities" shall mean (i) a class of
securities required to be registered under Section 12 of the Securities Exchange
Act of 1934 (the "1934 Act") and (ii) a class of securities which would be
required to be so registered except for the exemption from registration provided
in subsection (g)(2)(H) of such Section 12. To the extent that Participants or
Beneficiaries are, in accordance with the foregoing provisions, entitled to
direct the Trustee as to the manner in which shares of Company Stock are to be
voted, such voting rights shall be exercised in accordance with the following
provisions of this Section 8.2.



                                       65
<PAGE>   67

                (a)     As soon as practicable before each annual or special
        shareholders' meeting of the Employer, the Trustee shall furnish to each
        Participant a copy of the proxy solicitation material sent generally to
        shareholders, together with a form requesting confidential directions on
        how the shares allocated to such Participant's Company Stock Account and
        Employee After-Tax Account (including fractional shares to 1/1000th of a
        share) are to be voted. The materials furnished to the Participants
        shall include a notice from the Trustee explaining that (i) allocated
        shares of Company Stock will be voted or not voted by the Trustee in
        accordance with directions of Participants, acting in their capacity as
        "named fiduciaries" as such term is defined in section 402(a)(2) of the
        Act (hereinafter, "Named Fiduciaries") with respect to allocated shares
        to the extent permitted by applicable law, if the Trustee determines
        that following such directions will not violate the Act; (ii)
        unallocated shares of Company Stock will be voted at the Trustee's
        discretion; (iii) by timely returning the proxy solicitation and
        pursuant thereto specifically directing the Trustee how the allocated
        shares subject to the decision of the Participant are to be voted, such
        Participant is consenting to his appointment as Named Fiduciary
        hereunder, to the extent permitted by applicable law, with respect to
        allocated shares for which he is entitled to provide the Trustee with
        voting directions; (iv) a Participant's consent to appointment as a
        Named Fiduciary or failure to consent to such appointment shall be
        binding only with respect to the specific proxy solicitations; and (v)
        in the event the Participant does not timely return the form or fails to
        consent to appointment as a Named Fiduciary, the allocated shares for
        which he is entitled to provide the Trustee with directions will be
        voted at the Trustee's discretion. The materials shall also include such
        information as is reasonably determined by the Trustee to be necessary
        to Participants to reach a reasonably informed decision as to (A) the
        consequences of consenting to be appointed a Named Fiduciary, and (B)
        how to vote the shares. The Administrator and the Trustee may also
        provide Participants with such other material concerning the matters to
        be voted as the Trustee or the Administrator in its discretion determine
        to be appropriate, provided, however, that prior to any distribution of
        materials by the Administrator, the Trustee shall be furnished with
        complete copies of all such materials. The Employer and the
        Administrator shall cooperate with the Trustee to ensure that
        Participants receive the requisite information in a timely manner. Upon
        timely receipt of such voting directions, the Trustee (after combining
        votes of fractional shares to give effect to the greatest extent to
        Participants' directions), shall vote the shares in accordance with
        subsections (b) through (e) of this Section 8.2. The directions received
        by the Trustee from Participants shall be held by the Trustee in strict
        confidence and shall not be divulged or released to any person,
        including directors, officers or employees of the Employer, or of any
        other company, except as otherwise required by law.

                (b)     With respect to all corporate matters submitted to
        shareholders, the Trustee shall vote shares of Company Stock allocated
        to the Company Stock Account and the Employee After-Tax Account of any
        Participant (including fractional shares to 1/1000th of a share) in
        accordance with the directions of such Participant as a Named Fiduciary
        only if the Trustee determines that the Participant directions are
        proper and not contrary to the Act. For purposes of this subsection, a
        Participant's directions with respect to allocated shares are proper and
        not contrary to the Act if (i) the Trustee



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<PAGE>   68

        determines that Participants have not been subjected to coercion or
        undue pressure in making their decisions and that clearly false
        information or misleading information is not distributed to the
        Participants (or that any false or misleading information that may have
        been distributed by other parties is corrected), and (ii) the Trustee
        determines that following the Participant directions would not violate
        the Act.

                (c)     If voting directions for shares of Company Stock
        allocated to the Company Stock Account and the Employee After-Tax
        Account of any Participant are not timely received by the Trustee, the
        Trustee shall treat the non-receipt as a refusal by the Participant to
        be appointed as Named Fiduciary with respect to that proxy solicitation.
        Thereafter, in connection with such proxy solicitation, such allocated
        and undirected shares shall be voted in the sole discretion of the
        Trustee in accordance with the Trustee's fiduciary duties under the Act.

                (d)     The Trustee shall vote shares of Company Stock that are
        unallocated to the Company Stock Account or the Employee After-Tax
        Account of any Participant in the sole discretion of the Trustee in
        accordance with the Trustee's fiduciary duties under the Act.

                (e)     For purposes of this Section 8.2, with respect to shares
        of Company Stock allocated to the Company Stock Account and the Employee
        After-Tax Account of a deceased Participant, such Participant's
        Beneficiary, as a Named Fiduciary, shall be entitled to direct the
        Trustee how to vote such shares as if such Beneficiary were the
        Participant. Such Beneficiary shall also be treated as the Participant
        for all other purposes of this Section 8.2.

        8.3     Tender or Exchange Offer for Company Stock

                (a)     In the event an offer shall be received by the Trustee
        (including a tender offer for shares of Company Stock subject to Section
        14(d)(1) of the 1934 Act or subject to Rule 13e-4 promulgated under the
        1934 Act, as those provisions may from time to time be amended) to
        purchase or exchange any shares of Company Stock held by the Trust, the
        Trustee shall advise each Participant who has shares of Company Stock
        credited to such Participant's Company Stock Account and Employee
        After-Tax Account in writing of the terms of the offer as soon as
        practicable after its commencement and shall furnish each Participant
        with a form by which he may direct the Trustee confidentially whether or
        not to tender or exchange shares allocated to such Participant's Company
        Stock Account and Employee After-Tax Account. The materials furnished to
        Participants shall include a notice from the Trustee explaining that (i)
        allocated shares of Company Stock subject to the offer will be tendered
        or exchanged or will not be tendered or exchanged by the Trustee in
        accordance with directions of Participants, acting in their capacity as
        Named Fiduciaries with respect to allocated shares to the extent
        permitted by applicable law, if the Trustee determines that following
        such directions will not violate the Act; (ii) unallocated shares of
        Company Stock subject to the offer will be tendered or exchanged or will
        not be tendered or exchanged by the Trustee at the Trustee's discretion;



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<PAGE>   69

        (iii) by timely returning the form and pursuant thereto specifically
        directing that the allocated shares subject to the decision of the
        Participant either be tendered or exchanged or not tendered or
        exchanged, such Participant is consenting to his appointment as Named
        Fiduciary hereunder, to the extent permitted by applicable law, with
        respect to allocated shares for which he is entitled to provide the
        Trustee with directions; (iv) a Participant's consent to appointment as
        a Named Fiduciary or failure to consent to such appointment shall be
        binding only with respect to the specific tender or exchange offer
        described in the materials sent to the Participant by the Trustee; and
        (v) in the event the Participant does not timely return the form or
        fails to consent to appointment as a Named Fiduciary, the allocated
        shares for which he is entitled to provide the Trustee with directions
        will either be tendered or exchanged or not tendered or exchanged at the
        Trustee's discretion. The materials shall also include such information
        as is reasonably determined by the Trustee to be necessary to
        Participants to reach a reasonably informed decision as to (A) the
        consequences of consenting or not consenting to be appointed a Named
        Fiduciary, and (B) whether to tender or exchange, including such
        documents as are prepared by any person and provided to the shareholders
        of the Employer pursuant to the 1934 Act. The Administrator and the
        Trustee may also provide Participants with such other material
        concerning the tender or exchange offer as the Trustee or the
        Administrator in its discretion determine to be appropriate, provided,
        however, that prior to any distribution of materials by the
        Administrator, the Trustee shall be furnished with complete copies of
        all such materials. The Employer and the Administrator shall cooperate
        with the Trustee to ensure that Participants receive the requisite
        information in a timely manner. The directions received by the Trustee
        from Participants shall be held by the Trustee in strict confidence and
        shall not be divulged or released to any person, including directors,
        officers or employees of the Employer, or of any other company, except
        as otherwise required by law.

                (b)     The Trustee shall tender or not tender shares or
        exchange or not exchange shares of Company Stock allocated to the
        Company Stock Account and the Employee After-Tax Account of any
        Participant (including fractional shares to 1/1000th of a share) to the
        extent directed by the Participant as a Named Fiduciary only if the
        Trustee determines that the Participant directions are proper and not
        contrary to the Act. For purposes of this subsection, a Participant's
        directions with respect to allocated shares are proper and not contrary
        to the Act if (i) the Trustee determines that Participants have not been
        subjected to coercion or undue pressure in making their decisions and
        that clearly false information or misleading information is not
        distributed to the Participants (or that any false or misleading
        information that may have been distributed by other parties is
        corrected), and (ii) the Trustee determines that following the
        Participant directions would not violate the Act.

                (c)     If tender or exchange directions for shares of Company
        Stock allocated to the Company Stock Account and the Employee After-Tax
        Account of any Participant are not timely received by the Trustee, the
        Trustee shall treat the non-receipt as a refusal by the Participant to
        be appointed as Named Fiduciary with respect to that tender or exchange
        offer. Thereafter, in connection with such tender or exchange offer,
        such



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<PAGE>   70

        allocated and undirected shares shall be tendered or exchanged or not
        tendered or exchanged in the sole discretion of the Trustee in
        accordance with the Trustee's fiduciary duties under the Act.

                (d)     The Trustee shall tender or exchange or not tender or
        exchange the shares of Company Stock that are unallocated to the Company
        Stock Account or the Employee After-Tax Account of any Participant in
        the sole discretion of the Trustee in accordance with the Trustee's
        fiduciary duties under the Act.

                (e)     In the event, under the terms of a tender offer or
        otherwise, any shares of Company Stock tendered for sale, exchange or
        transfer pursuant to such offer may be withdrawn from such offer, the
        Trustee shall, in accordance with the applicable terms and conditions of
        subsections (a) through (d) above, and the responsibilities and the
        fiduciary duties of the Trustee as set forth in such subsections, follow
        such directions which are timely received by the Trustee from the
        Participants, respecting the withdrawal of such shares from such offer.

                (f)     In the event that an offer for fewer than all of the
        shares of Company Stock held by the Trustee shall be received by the
        Trustee, shares shall be tendered in accordance with subsections (a)
        through (e) of this Section 8.3, and shares sold, exchanged or
        transferred pursuant to such tender shall be on a pro-rata basis based
        on the total number of shares tendered by the Trustee; provided,
        however, that any such shares so sold, exchanged, or transferred from
        any Participant's accounts shall come first from such Participant's
        Employee After-Tax Account, and once all shares from such account have
        been sold, exchanged or transferred, next from such Participant's
        Company Stock Account.

                (g)     In the event an offer shall be received by the Trustee
        and directions shall be solicited from Participants pursuant to
        subsections (a)-(f) of this Section 8.3 regarding such offer, and prior
        to the termination of such offer, another offer is received by the
        Trustee for the securities subject to the first offer, the Trustee shall
        treat the offer as a new offer for purposes of apprising Participants of
        their rights to direct the Trustee and for purposes of providing
        Participants with the opportunity to accept or reject their appointment
        as Named Fiduciaries and shall use its best efforts under the
        circumstances to solicit directions from Participants to the Trustee (i)
        with respect to securities tendered for sale, exchange or transfer
        pursuant to the first offer, whether to withdraw such tender, if
        possible, and if withdrawn, whether to tender any securities so
        withdrawn for sale, exchange or transfer pursuant to the second offer
        and (ii) with respect to securities not tendered for sale, exchange or
        transfer pursuant to the first offer, whether to tender or not to tender
        such securities for sale, exchange or transfer pursuant to the second
        offer. The Trustee shall follow all such directions received in a timely
        manner from Participants in the same manner and in the same proportion
        as provided in subsections (a)-(f) of this Section 8.3. In the event a
        Participant who failed to consent to his appointment as a Named
        Fiduciary so consents in response to a subsequent offer, the shares with
        respect to which the Participant would have been entitled to direct the
        Trustee shall once again be



                                       69
<PAGE>   71

        subject to that consenting Participant's direction with respect to the
        new offer. In the event a Participant who directed the Trustee with
        respect to an earlier offer fails to direct the Trustee in response to a
        subsequent offer, the Participant shall be deemed to have refused
        appointment as a Named Fiduciary and the allocated shares he would have
        been entitled to direct shall be subject to the discretion of the
        Trustee as provided in subsection (c) of this Section 8.3. With respect
        to any further offer for any Company Stock received by the Trustee and
        subject to any earlier offer (including successive offers from one or
        more existing offerors), the Trustee shall act in the same manner as
        described above.

                (h)     Neither a Participant's instructions to the Trustee to
        tender or exchange shares of Company Stock pursuant to this Section 8.3
        nor an actual tender or exchange of shares of Company Stock pursuant to
        this Section 8.3 shall be deemed a withdrawal or suspension from the
        Plan or a forfeiture of any portion of the Participant's interest in the
        Plan. Funds received in exchange for tendered shares shall be credited
        to the Employee After-Tax Account and/or the Company Stock Account, as
        applicable in accordance with the ordering method provided in Section
        8.3(f), of the Participant whose shares were tendered or the Suspense
        Account for which such shares were tendered. The Trustee shall invest
        such funds as permitted in accordance with the terms of the Plan and the
        Trust Agreement.

                (i)     The Trustee shall take all steps necessary, including
        the appointment of a corporate Trustee, and/or an outside independent
        administrator to the extent that such action, after consultation with
        the Employer and the Administrator, is found necessary to maintain the
        confidentiality of Participant responses and/or adequately discharge
        their obligations as Named Fiduciaries.

                (j)     For purposes of this Section 8.3, with respect to shares
        of Company Stock allocated to the Company Stock Account and the Employee
        After-Tax Account of a deceased Participant, such Participant's
        Beneficiary, as a Named Fiduciary, shall be entitled to direct the
        Trustee whether or not to tender or exchange such shares as if such
        Beneficiary were the Participant. Such Beneficiary shall also be treated
        as the Participant for all other purposes of this Section 8.3.

                                   ARTICLE 9.
                       AMENDMENT, TERMINATION, AND MERGERS

        9.1     Amendment

        The Employer shall have the right at any time to amend the Plan.
However, no such amendment shall authorize or permit any part of the Trust Fund
(other than such part as is required to pay taxes and administration expenses)
to be used for or diverted to purposes other than for the exclusive benefit of
the Participants or their Beneficiaries or estates; no such amendment shall
cause any reduction in the amount credited to the account of any Participant or
cause or permit any portion of the Trust Fund to revert to or become the
property of the Employer; and no such amendment which affects the rights, duties
or responsibilities of the Trustee and Administrator may be made without the
Trustee's and Administrator's written



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<PAGE>   72

consent. Any such amendment shall become effective as provided therein upon its
execution. The Trustee shall not be required to execute any such amendment
unless the Trust provisions contained herein are a part of the Plan and the
amendment affects the duties of the Trustee hereunder.

        In addition, no such amendment shall have the effect of terminating the
protections and rights set forth in Section 7.12, unless such termination shall
then be permitted under the applicable provisions of the Code and Treasury
Regulations; such a termination is currently expressly prohibited by Section
54.4975-11(a)(3)(ii) of the Treasury Regulations.

        For the purposes of this Section, a Plan amendment which has the effect
of eliminating or reducing an early retirement benefit or eliminating an
optional form of benefit (as provided in Treasury regulations) shall be treated
as reducing the amount credited to the account of a Participant.

        9.2     Termination

        The Employer shall have the right at any time to terminate the Plan by
delivering to the Trustee and Administrator written notice of such termination.
A complete discontinuance of the Employer's contributions to the Plan shall be
deemed to constitute a termination. Upon any termination (full or partial) or
complete discontinuance of contributions, all amounts credited to the affected
Participants' Accounts shall become 100% Vested and shall not thereafter be
subject to forfeiture and all unallocated amounts shall be allocated to the
accounts of all Participants in accordance with the provisions hereof. Upon such
termination of the Plan, the Employer, by written notice to the Trustee and
Administrator, may direct either:

                (a)     complete distribution of the assets in the Trust Fund to
        the Participants, in cash or in kind, in one "qualified total
        distribution" (as such term is defined in the Code) as soon as the
        Trustee deems it to be in the best interests of the Participants; or,

                (b)     continuation of the Trust created by this agreement and
        the distribution of benefits at such time and in such manner as though
        the Plan had not been terminated.

        9.3     Merger or Consolidation

        This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other Plan and Trust only if the
benefits which would by a Participant of this Plan, in the event of a
termination of the Plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation.



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<PAGE>   73

                                   ARTICLE 10.
                                  MISCELLANEOUS

        10.1    Participant's Rights

        This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

        10.2    Alienation

                (a)     Subject to the exceptions provided below, no benefit
        which shall be payable out of the Trust Fund to any person (including a
        Participant or his Beneficiary) shall be subject in any manner to
        anticipation, alienation, sale, transfer, assignment, pledge,
        encumbrance, or charge, and any attempt to anticipate, alienate, sell,
        transfer, assign, pledge, encumber, or charge the same shall be void;
        and no such benefit shall in any manner be liable for, or subject to,
        the debts, contracts, liabilities, engagements, or torts of any such
        person, nor shall it be subject to attachment or legal process for or
        against such person, and the same shall not be recognized by the
        Trustee, except to such extent as may be required by law.

                (b)     This provision shall not apply to the extent a
        Participant or Beneficiary is indebted to the Plan, for any reason,
        under any provision of the Plan. At the time a distribution is to be
        made to or for a Participant's or Beneficiary's benefit, such proportion
        of the amount distributed as shall equal such indebtedness shall be paid
        by the Trustee to the Trustee or the Administrator, at the direction of
        the Administrator, to apply against or discharge such indebtedness.
        Prior to making a payment, however, the Participant or Beneficiary must
        be given written notice by the Administrator that such indebtedness is
        to be so paid in whole or part from his Participant's Account. If the
        Participant or Beneficiary does not agree that the indebtedness is a
        valid claim against his Vested Participant's Account, he shall be
        entitled to a review of the validity of the claim in accordance with
        procedures provided in Sections 2.12 and 2.13.

                (c)     This provision shall not apply to a "qualified domestic
        relations order" defined in Code Section 414(p), and those other
        domestic relations orders permitted to be so treated by the
        Administrator under the provisions of the Retirement Equity Act of 1984.
        The Administrator shall establish a written procedure to determine the
        qualified status of domestic relations orders and to administer
        distributions under such qualified orders. Further, to the extent
        provided under a "qualified domestic relations order," a former spouse
        of a Participant shall be treated as the spouse or surviving spouse for
        all purposes under the Plan.



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<PAGE>   74

        10.3    Construction of Plan

        This Plan and Trust shall be construed and enforced according to the Act
and the laws of the State of Texas, other than its laws respecting choice of
law, to the extent not preempted by the Act.

        10.4    Gender and Number

        Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another gender
in all cases where they would so apply, and whenever any words are used herein
in the singular or plural form, they shall be construed as though they were also
used in the other form in all cases where they would so apply.

        10.5    Legal Action

        In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim, suit, or proceeding is resolved in
favor of the Trustee or Administrator, they shall be entitled to be reimbursed
from the Trust Fund for any and all costs, attorney's fees, and other expenses
pertaining thereto incurred by them for which they shall have become liable.

        10.6    Prohibition Against Diversion of Funds

        Except as provided below and otherwise specifically permitted by law, it
shall be impossible by operation of the Plan or of the Trust, by termination of
either, by power of revocation or amendment, by the happening of any
contingency, by collateral arrangement or by any other means, for any part of
the corpus or income of any trust fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to, purposes other than
the exclusive benefit of Participants, Retired Participants, or their
Beneficiaries.

        10.7    Return of Funds

                (a)     Notwithstanding anything herein to the contrary, if,
        pursuant to an application filed by or in behalf of the Plan, the
        Commissioner of Internal Revenue Service or his delegate should
        determine that the Plan does not initially qualify as a tax-exempt plan
        and trust under Sections 401 and 501 of the Code, and such determination
        is not contested, or if contested, is finally upheld, then the Plan
        shall be void ab initio and all amounts contributed to the Plan by the
        Employer, less expenses paid, shall be returned within one year and the
        Plan shall terminate, and the Trustee shall be discharged from all
        further obligations.

                (b)     Notwithstanding any provisions to the contrary, except
        Sections 3.6, 3.7, and 4.2(c), any contribution by the Employer to the
        Trust Fund is conditioned upon the deductibility of the contribution by
        the Employer under the Code and, to the extent any such deduction is
        disallowed, the Employer may within one (1) year following a final
        determination of the disallowance, whether by agreement with the
        Internal Revenue



                                       73
<PAGE>   75

        Service or by final decision of a court of competent jurisdiction,
        demand repayment of such disallowed contribution and the Trustee shall
        return such contribution within one (1) year following the disallowance.
        Earnings of the Plan attributable to the excess contribution may not be
        returned to the Employer, but any losses attributable thereto must
        reduce the amount so returned.

                (c)     In the event the Employer shall make an excessive or
        erroneous contribution under a mistake of fact pursuant to Section
        403(c)(2)(A) of the Act, the Employer may demand repayment of such
        excessive or erroneous contribution at any time within one (1) year
        following the time of payment and the Trustees shall return such amount
        to the Employer within the one (1) year period. Earnings of the Plan
        attributable to the excess or erroneous contributions may not be
        returned to the Employer but any losses attributable thereto must reduce
        the amount so returned.

        10.8    Bonding

        Every Fiduciary, except a bank or an insurance company, unless exempted
by the Act and regulations thereunder, shall be bonded in an amount not less
than 10% of the amount of the funds such Fiduciary handles; provided, however,
that the minimum bond shall be $1,000 and the maximum bond, $500,000. The amount
of funds handled shall be determined at the beginning of each Plan Year by the
amount of funds handled by such person, group, or class to be covered and their
predecessors, if any, during the preceding Plan Year, or if there is no
preceding Plan Year, then by the amount of the funds to be handled during the
then current year. The bond shall provide protection to the Plan against any
loss by reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in Section 412(a)(2) of the Act), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

        10.9    Employer's and Trustee's Protective Clause

        Neither the Employer nor the Trustee, nor their successors, shall be
responsible for the validity of any Contract issued hereunder or for the failure
on the part of the insurer to make payments provided by any such Contract, or
for the action of any person which may delay payment or render a Contract null
and void or unenforceable in whole or in part.

        10.10   Insurer's Protective Clause

        Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.



                                       74
<PAGE>   76

        10.11   Receipt and Release for Payments

        Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative, Beneficiary,
guardian or committee, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
or Employer.

        10.12   Action by the Employer

        Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

        10.13   Named Fiduciaries and Allocation of Responsibility

        The "Named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee and (4) any Investment Manager appointed
hereunder. The Named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan.
In general, the Employer shall have the sole responsibility for making the
contributions provided for under Section 4.1; and shall have the sole authority
to appoint and remove the Trustee, the Administrator, and any Investment Manager
which may be provided for under the Plan; to formulate the Plan's "funding
policy and method"; and to amend or terminate, in whole or in part, the Plan.
The Administrator shall have the sole responsibility for the administration of
the Plan, which responsibility is specifically described in the Plan. The
Trustee shall have the sole responsibility of management of the assets held
under the Trust, except those assets, the management of which has been assigned
to an Investment Manager, who shall be solely responsible for the management of
the assets assigned to it, all as specifically provided in the Plan. Each Named
Fiduciary warrants that any directions given, information furnished, or action
taken by it shall be in accordance with the provisions of the Plan, authorizing
or providing for such direction, information or action. Furthermore, each Named
Fiduciary may rely upon any such direction, information or action of another
Named Fiduciary as being proper under the Plan, and is not required under the
Plan to inquire into the propriety of any such direction, information or action.
It is intended under the Plan that each Named Fiduciary shall be responsible for
the proper exercise of its own powers, duties, responsibilities and obligations
under the Plan. No Named Fiduciary shall guarantee the Trust Fund in any manner
against investment loss or depreciation in asset value. Any person or group may
serve in more than one Fiduciary capacity.

        10.14   Headings

        The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.



                                       75
<PAGE>   77

        10.15   Uniformity

        All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

        10.16   Securities and Exchange Commission Approval

        The Company may request an interpretative letter from the Securities and
Exchange Commission stating that the transfers of Company Stock contemplated
hereunder do not involve transactions requiring a registration of such Company
Stock under the Securities Act of 1933. In the event that a favorable
interpretative letter is not obtained, the Employer reserves the right to amend
the Plan and Trust retroactively to their effective dates in order to obtain a
favorable interpretative letter or to terminate the Plan.

        10.17   Indemnification

        Neither the Employer, any of its officers or directors, the
Administrator nor the Trustee shall be personally liable for any action or
inaction with respect to any duty or responsibility imposed upon such person by
the terms of the Plan, unless such action or inaction is judicially determined
to be a breach of that person's fiduciary responsibility with respect to the
Plan under any applicable law. The Employer may indemnify or purchase insurance
to underwrite indemnity for the Administrator and/or the Employer's board of
directors against any personal liability or expense except for his own gross
negligence.

                                   ARTICLE 11.
                             PARTICIPATING EMPLOYERS

        11.1    Adoption by Other Employers

        Notwithstanding anything herein to the contrary, with the consent of the
Employer and Trustee, any other corporation or entity, whether an affiliate or
subsidiary or not, may adopt this Plan and all of the provisions hereof, and
participate herein and be known as a Participating Employer, by a properly
executed document evidencing said intent and will of such Participating
Employer.

        11.2    Requirements of Participating Employers

                (a)     Each such Participating Employer shall be required to
        use the same Trustee as provided in this Plan.

                (b)     The Trustee may, but shall not be required to,
        commingle, hold and invest as one Trust Fund all contributions made by
        Participating Employers, as well as all increments thereof.

                (c)     The transfer of any Participant from or to an Employer
        participating in this Plan, whether he be an Employee of the Employer or
        a Participating Employer, shall not affect such Participant's rights
        under the Plan, and all amounts credited to such



                                       76
<PAGE>   78

        Participant's Account as well as his accumulated service time with the
        transferor or predecessor, and his length of participation in the Plan,
        shall continue to his credit.

                (d)     All rights and values forfeited by termination of
        employment shall insure only to the benefit of the Employee-Participants
        of the Participating Employer by which the forfeiting Participant was
        employed.

                (e)     Any expenses of the Trust which are to be paid by the
        Employer or borne by the Trust Fund shall be paid by each Participating
        Employer in the same proportion that the total amount standing to the
        credit of all Participants employed by such Employer bears to the total
        standing to the credit of all Participants.

        11.3    Designation of Agent

        Each Participating Employer shall be deemed to be a part of this Plan;
provided, however, that with respect to all of its relations with the Trustee
and Administrator for the purpose of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan clearly indicates the contrary, the word "Employer"
shall be deemed to include each Participating Employer as related to its
adoption of the Plan.

        11.4    Employee Transfers

        It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No such
transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

        11.5    Participating Employer's Contribution

        All contributions made by a Participating Employer, as provided for in
this Plan, shall be determined separately on the basis of its total Compensation
paid, and shall be paid to and held by the Trustee for the exclusive benefit of
the Employees of the Participating Employer and the Beneficiaries of such
Employees, subject to all the terms and conditions of this Plan. Any Forfeiture
by an Employee of a Participating Employer subject to allocation during each
Plan Year shall be allocated for the benefit of all Participants of the Plan in
accordance with the provisions of this Plan.

        11.6    Amendment

        Amendment of this Plan by the Employer at any time when there shall be a
Participating Employer hereunder shall only be by the written action of each and
every Participating Employer and with the consent of the Trustee where such
consent is necessary in accordance with the terms of this Plan.



                                       77
<PAGE>   79

        11.7    Discontinuance of Participation

        Any Participating Employer shall be permitted to discontinue or revoke
its participation in the Plan. At the time of any such discontinuance or
revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter upon
receiving written direction from the Administrator transfer, deliver and assign
Contracts and other Trust Fund assets allocable to the Participants of such
Participating Employer to such new Trustee as shall have been designated by such
Participating Employer, in the event that it has established a separate pension
plan for its Employees. If no successor is designated, the Trustee shall retain
such assets for the Employees of said Participating Employer pursuant to the
provisions of Article VII hereof. In no such event shall any part of the corpus
or income of the Trust as it relates to such Participating Employer be used for
or diverted for purposes other than for the exclusive benefit of the Employees
of such Participating Employer.

        11.8    Administrator's Authority

        The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

        11.9    Participating Employer Contribution for Affiliate

        If any Participating Employer is prevented in whole or in part from
making a contribution to the Trust Fund which it would otherwise have made under
the Plan by reason of having no current or accumulated earnings or profits, or
because such earnings or profits are less than the contribution which it would
otherwise have made, then, pursuant to Code Section 404(a)(3)(B), so much of the
contribution which such Participating Employer was so prevented from making may
be made, for the benefit of the participating employees of such Participating
Employer, by the other Participating Employers who are members of the same
affiliated group within the meaning of Code Section 1504 to the extent of their
current or accumulated earnings or profits, except that such contribution by
each such other Participating Employer shall be limited to the proportion of its
total current and accumulated earnings or profits remaining after adjustment for
its contribution to the Plan made without regard to this paragraph which the
total prevented contribution bears to the total current and accumulated earnings
or profits of all the Participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

        A Participating Employer on behalf of whose employees a contribution is
made under this paragraph shall not reimburse the contributing Participating
Employers.



                                       78
<PAGE>   80

        IN WITNESS WHEREOF, this Plan has been executed this 1st day of April,
1997 to be effective as of the day and year first above written.


                                        RANDALLS FOOD MARKETS, INC.

                                        By: /s/ Janice R. Schilmoeller
                                           -------------------------------------

                                        Name: JANICE R. SCHILMOELLER
                                             -----------------------------------

                                        Title: Vice President of Risk Management
                                              ----------------------------------

        Consented to:

                                        RANDALLS FOOD MARKETS, INC.
                                        EMPLOYEE BENEFITS COMMITTEE

                                        By: /s/ Janice R. Schilmoeller
                                           -------------------------------------

                                        Name: JANICE R. SCHILMOELLER
                                             -----------------------------------
                                             For the Administrator



                                       79
<PAGE>   81

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
ARTICLE 1. DEFINITIONS.......................................................................2

ARTICLE 2. TOP HEAVY AND ADMINISTRATION.....................................................14

   2.1  TOP HEAVY PLAN REQUIREMENTS.........................................................14
   2.2  DETERMINATION OF TOP HEAVY STATUS...................................................14
   2.3  POWERS AND RESPONSIBILITIES OF THE EMPLOYER.........................................17
   2.4  ASSIGNMENT AND DESIGNATION OF ADMINISTRATIVE AUTHORITY..............................18
   2.5  ALLOCATION AND DELEGATION OF RESPONSIBILITIES.......................................18
   2.6  POWERS AND DUTIES OF THE ADMINISTRATOR..............................................18
   2.7  RECORDS AND REPORTS.................................................................19
   2.8  APPOINTMENT OF ADVISERS.............................................................19
   2.9  INFORMATION FROM EMPLOYER...........................................................19
   2.10   PAYMENT OF EXPENSES...............................................................20
   2.11   MAJORITY ACTIONS..................................................................20
   2.12   CLAIMS PROCEDURE..................................................................20
   2.13   CLAIMS REVIEW PROCEDURE...........................................................20

ARTICLE 3. ELIGIBILITY......................................................................21

   3.1  CONDITIONS OF ELIGIBILITY...........................................................21
   3.2  APPLICATION FOR PARTICIPATION.......................................................21
   3.3  EFFECTIVE DATE OF PARTICIPATION.....................................................21
   3.4  DETERMINATION OF ELIGIBILITY........................................................21
   3.5  TERMINATION OF ELIGIBILITY..........................................................21

ARTICLE 4. CONTRIBUTION AND ALLOCATION......................................................22

   4.1  EMPLOYER CONTRIBUTION...............................................................22
   4.2  PARTICIPANT'S SALARY REDUCTION ELECTION.............................................22
   4.3  AMOUNT OF EMPLOYER'S CONTRIBUTION...................................................25
   4.4  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION..........................................25
   4.5  ALLOCATION OF CONTRIBUTION, EARNINGS AND FORFEITURES................................25
   4.6  ACTUAL DEFERRAL PERCENTAGE TESTS....................................................29
   4.7  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS......................................31
   4.8  MAXIMUM CONTRIBUTION PERCENTAGE - SECTION 401(M) TEST...............................34
   4.9  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS..................................36
   4.10   MAXIMUM ANNUAL ADDITIONS..........................................................38
   4.11   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS.........................................42
   4.12   TRANSFERS AND ROLLOVERS FROM OTHER QUALIFIED PLANS................................43
   4.13   DIRECTED INVESTMENT ACCOUNT.......................................................45

ARTICLE 5. FUNDING AND INVESTMENT POLICY....................................................46

   5.1  APPLICATION OF CASH.................................................................46
   5.2  TRANSACTIONS INVOLVING COMPANY STOCK................................................46
   5.3  LOANS TO THE TRUST..................................................................46

ARTICLE 6. VALUATIONS.......................................................................47

   6.1  VALUATION OF THE TRUST FUND.........................................................47
   6.2  ANNUAL STATEMENT....................................................................48
</TABLE>



                                       i

<PAGE>   82

<TABLE>
<S>                                                                                       <C>
ARTICLE 7. DETERMINATION AND DISTRIBUTION OF BENEFITS.......................................48

   7.1  DETERMINATION OF BENEFITS UPON RETIREMENT...........................................48
   7.2  DETERMINATION OF BENEFITS UPON DEATH................................................49
   7.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY....................................50
   7.4  DETERMINATION OF BENEFITS UPON TERMINATION..........................................50
   7.5  DISTRIBUTION OF BENEFITS............................................................52
   7.6  HOW PLAN BENEFIT WILL BE DISTRIBUTED................................................56
   7.7  DISTRIBUTION FOR MINOR BENEFICIARY..................................................57
   7.8  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN......................................57
   7.9  RIGHT OF FIRST REFUSALS.............................................................57
   7.10   STOCK CERTIFICATE LEGEND..........................................................59
   7.11   PUT OPTION........................................................................59
   7.12   NONTERMINABLE PROTECTIONS AND RIGHTS..............................................60
   7.13   WITHDRAWALS FROM EMPLOYEE AFTER-TAX ACCOUNT.......................................60
   7.14   HARDSHIP WITHDRAWALS..............................................................61
   7.15   PARTICIPANT LOANS.................................................................62
   7.16   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION...................................64
   7.17   PAYMENT OF DISTRIBUTION DIRECTLY TO ELIGIBLE RETIREMENT PLAN......................64

ARTICLE 8. TRUSTEE..........................................................................65

   8.1  BASIC RESPONSIBILITIES OF THE TRUSTEE...............................................65
   8.2  VOTING COMPANY STOCK................................................................65
   8.3  TENDER OR EXCHANGE OFFER FOR COMPANY STOCK..........................................67

ARTICLE 9. AMENDMENT, TERMINATION, AND MERGERS..............................................71

   9.1  AMENDMENT...........................................................................71
   9.2  TERMINATION.........................................................................71
   9.3  MERGER OR CONSOLIDATION.............................................................72

ARTICLE 10. MISCELLANEOUS...................................................................72

   10.1   PARTICIPANT'S RIGHTS..............................................................72
   10.2   ALIENATION........................................................................72
   10.3   CONSTRUCTION OF PLAN..............................................................73
   10.4   GENDER AND NUMBER.................................................................73
   10.5   LEGAL ACTION......................................................................73
   10.6   PROHIBITION AGAINST DIVERSION OF FUNDS............................................73
   10.7   RETURN OF FUNDS...................................................................73
   10.8   BONDING...........................................................................74
   10.9   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE........................................74
   10.10  INSURER'S PROTECTIVE CLAUSE.......................................................75
   10.11  RECEIPT AND RELEASE FOR PAYMENTS..................................................75
   10.12  ACTION BY THE EMPLOYER............................................................75
   10.13  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY................................75
   10.14  HEADINGS..........................................................................76
   10.15  UNIFORMITY........................................................................76
   10.16  SECURITIES AND EXCHANGE COMMISSION APPROVAL.......................................76
   10.17  INDEMNIFICATION...................................................................76

ARTICLE 11. PARTICIPATING EMPLOYERS.........................................................76

   11.1   ADOPTION BY OTHER EMPLOYERS.......................................................76
   11.2   REQUIREMENTS OF PARTICIPATING EMPLOYERS...........................................77
   11.3   DESIGNATION OF AGENT..............................................................77
   11.4   EMPLOYEE TRANSFERS................................................................77
</TABLE>



                                       ii

<PAGE>   83

<TABLE>
<S>                                                                                       <C>
   11.5   PARTICIPATING EMPLOYER'S CONTRIBUTION.............................................77
   11.6   AMENDMENT.........................................................................78
   11.7   DISCONTINUANCE OF PARTICIPATION...................................................78
   11.8   ADMINISTRATOR'S AUTHORITY.........................................................78
   11.9   PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE.................................78
</TABLE>



                                      iii


<PAGE>   1
                                                                     EXHIBIT 4.2

               FIRST AMENDMENT TO THE RANDALLS FOOD MARKETS, INC.

                            ESOP/401(k) SAVINGS PLAN

                   (AMENDED AND RESTATED AS OF APRIL 1, 1997)

                              W I T N E S S E T H:

        WHEREAS, Randalls Food Markets, Inc. (the "Employer") presently
maintains the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan (the "Plan");
and

        WHEREAS, the Employer, pursuant to Section 9.1 of the Plan, has the
right to amend the Plan from time to time subject to certain limitations.

        NOW, THEREFORE, in order to make various revisions desired by the
Employer, the Plan is hereby amended in the following manner:

        1. Effective April 1, 1997, Section 1.33A is hereby added to the Plan as
follows:

            1.33A "Income" means the income or losses allocable to "excess
        amounts" which shall equal the sum of the allocable gain or loss for the
        "applicable computation period" and the allocable gain or loss for the
        period between the "applicable computation period" and the date of
        distribution ("gap period"). The income allocable to "excess amounts"
        for the "applicable computation period" and the "gap period" is
        calculated separately and is determined by multiplying the income for
        the "applicable computation period" or the "gap period" by a fraction.
        The numerator of the fraction is the "excess amount" for the "applicable
        computation period". The denominator of the fraction is the total
        "account balance" attributable to "Employer contributions" as of the end
        of the "applicable computation period" or the "gap period", reduced by
        the gain allocable to such total amount for the "applicable computation
        period" or the "gap period" and increased by the loss allocable to such
        total amount for the "applicable computation period" or the "gap
        period." The provisions of this Section shall be applied:

            (a) For purposes of Section 4.2(g), by substituting:

                (1) "Excess Deferred Compensation" for "excess amounts";

                (2) "taxable year of the participant" for "applicable
            computation period";

                (3) "Deferred Compensation" for "Employer contributions"; and

                (4) "Participant's Elective Account" for "account balance."

            (b) For purposes of Section 4.7(a), by substituting:

                (1) "Excess Contributions" for "excess amounts";

                (2) "Plan Year" for "applicable computation period";
<PAGE>   2

                (3) "Elective Contributions" for "Employer contributions"; and

                (4) "Participant's Elective Account" for "account balance."

            (c) For purposes of Section 4.9(a), by substituting:

                (1) "Excess Aggregate Contributions" for "excess amounts";

                (2) "Plan Year" for "applicable computation period";

                (3) "Matching Contributions made pursuant to Section 4.1(a)(2)
            and any qualified non-elective contributions or elective deferrals
            taken into account pursuant to Section 4.8(c)" for "Employer
            contributions"; and

                (4) "Matching Contribution Account" for "account balance."

        In lieu of the "fractional method" described above, a "safe harbor
method" may be used to calculate the allocable Income for the "gap period."
Under the "safe harbor method," allocable Income for the "gap period" shall be
deemed to equal ten percent (10%) of the Income allocable to "excess amounts"
for the "applicable computation period" multiplied by the number of calendar
months in the "gap period." For purposes of determining the number of calendar
months in the "gap period," a distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the next subsequent month.

        Effective April 1, 1997, Sections 4.2(g), 4.7(a), 4.9(a) and 4.9(b) are
hereby amended by changing all references to "income" therein to "Income."

        IN WITNESS WHEREOF, the Employer has executed this First Amendment to
the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan on this 10th day of
May, 1997.

                                       RANDALLS FOOD MARKETS, INC.


                                       By: /s/ Janice R. Schilmoeller
                                           _____________________________________

                                       Name: JANICE R. SCHILMOELLER
                                             ___________________________________

                                       Title: Vice President of Risk Management
                                              __________________________________


                                       2

<PAGE>   1
                                                                     EXHIBIT 4.3

               SECOND AMENDMENT TO THE RANDALLS FOOD MARKETS, INC.

                            ESOP/401(k) SAVINGS PLAN

                   (Amended and Restated as of April 1, 1997)

                              W I T N E S S E T H:

        WHEREAS, Randalls Food Markets, Inc. (the "Employer") presently
maintains the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan (the "Plan");
and

        WHEREAS, the Plan represents the amendment and restatement of the
Randalls Food Markets, Inc. Employee Stock Ownership Plan (the "ESOP"); and

        WHEREAS, the ESOP applied for a determination from the Internal Revenue
Service ("IRS") with respect to the ESOP's qualified status prior to the
restatement of the ESOP; and

        WHEREAS, after the restatement of the ESOP, the IRS issued a favorable
determination with respect to the ESOP subject to the adoption of certain
amendments to the ESOP; and

        WHEREAS, the Employer adopted the amendments to the ESOP required by the
IRS; and

        WHEREAS, the Employer, pursuant to Section 9.1 of the Plan, has the
right to amend the Plan from time to time subject to certain limitations.

        NOW, THEREFORE, in order to incorporate the amendments required by the
IRS with respect to the ESOP into the Plan, the Plan is hereby amended in the
following manner:

        1. Effective June 25, 1989, Section 1.10 is hereby amended in its
entirety to read as follows:

            1.10 "Compensation" shall mean a Participant's wages for the Plan
        Year within the meaning of Code Section 3401(a) (for the purposes of
        income tax withholding at the source) but determined without regard to
        any rules that limit the remuneration included in wages based on the
        nature or location of the employment or the services performed (such as
        the exception for agricultural labor in Code Section 3401(a)(2)). For
        purposes of this Section, the determination of Compensation shall be
        made by excluding bonuses and including amounts which are contributed by
        the Employer pursuant to a salary reduction agreement and which are not
        includible in the gross income of the Participant under Code Sections
        125, 402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee contributions
        described in Code Section 414(h)(2) that are treated as Employer
        contributions.

            Compensation shall be recognized as of an Employee's effective date
        of participation pursuant to Section 3.3.

            Compensation in excess of $200,000 shall be disregarded. Such amount
        shall be adjusted at the same time and in such manner as permitted under
        Code Section 415(d), except that the dollar increase in effect on
        January 1 of any calendar year shall be effective for the Plan Year
        beginning with or within such calendar year and the first

<PAGE>   2

        adjustment to the $200,000 limitation shall be effective on January 1,
        1990. For any short Plan Year the Compensation limit shall be an amount
        equal to the Compensation limit for the calendar year in which the Plan
        Year begins multiplied by the ratio obtained by dividing the number of
        full months in the short Plan Year by twelve (12). For Plan Years
        beginning prior to January 1, 1997, in applying this limitation, the
        family group of a Highly Compensated Participant who is subject to the
        Family Member aggregation rules of Code Section 414(q)(6) because such
        participant is either a "five-percent owner" of the Employer or one of
        the ten (10) Highly Compensated Employees paid the greatest "415
        Compensation" during the year, shall be treated as a single participant,
        except that for this purpose Family Members shall include only the
        affected participant's spouse and any lineal descendants who have not
        attained age nineteen (19) before the close of the year. If, as a result
        of the application of such rules the adjusted $200,000 limitation is
        exceeded, then the limitation shall be prorated among the affected
        Family Members in proportion to each such Family Member's Compensation
        prior to the application of this limitation, or the limitation shall be
        adjusted in accordance with any other method permitted by Regulations.
        "Family Member" means, with respect to an affected Employee, such
        Employee's spouse, such Employee's lineal descendants and ascendants and
        their spouses, all as described in Code Section 414(q)(6)(B).

               For Plan Years beginning prior to January 1, 1997, if, as a
        result of such rules, the maximum "annual addition" limit of Section
        4.10(a) would be exceeded for one or more of the affected Family
        Members, the prorated Compensation of all affected Family Members shall
        be adjusted to avoid or reduce any excess. The prorated Compensation of
        any affected Family Members whose allocation would exceed the limit
        shall be adjusted downward to the level needed to provide an allocation
        equal to such limit. The prorated Compensation of affected Family
        Members not affected by such limit shall then be adjusted upward on a
        pro rata basis not to exceed each such affected Family Member's
        Compensation as determined prior to application of the Family Member
        rule. The resulting allocation shall not exceed such individual's
        maximum "annual addition" limit. If, after these adjustments, an "excess
        amount" still results, such "excess amount" shall be disposed of in the
        manner described in Section 4.11(a) pro rata among all affected Family
        Members.

               In addition to other applicable limitations set forth in the
        Plan, and notwithstanding any other provision of the Plan to the
        contrary, the annual Compensation of each Employee taken into account
        under the Plan shall not exceed the "OBRA `93 Annual Compensation
        Limit." The "OBRA `93 Annual Compensation Limit" is $150,000, as
        adjusted for increases in the cost of living in accordance with Code
        Section 401(a)(17)(B). The cost of living adjustment in effect for a
        calendar year applies to any period, not exceeding 12 months, over which
        Compensation is determined ("Determination Period") beginning in such
        calendar year. If a Determination Period consists of fewer than 12
        months, the "OBRA `93 Annual Compensation Limit" will be multiplied by a
        fraction, the numerator of which is the number of months in the
        Determination Period, and the denominator of which is 12.

               Any reference in this Plan to the limitation under Code Section
        401(a)(17) shall mean the "OBRA `93 Annual Compensation Limit" set forth
        in this Section.

                                       2
<PAGE>   3

               If Compensation for any prior Determination Period is taken into
        account in determining a Participant's benefits accruing in the current
        Plan Year, the Compensation for that prior Determination Period is
        subject to the "OBRA `93 Annual Compensation Limit" in effect for that
        prior Determination Period. For this purpose, for Determination Periods
        beginning before the first day of the first Plan Year beginning on or
        after January 1, 1994, the "OBRA `93 Annual Compensation Limit" is
        $150,000.

            2. Effective June 25, 1989, Section 1.31 is hereby amended in its
entirety to read as follows:

               1.31 "Highly Compensated Employee" means any Employee or former
        Employee who is a highly compensated employee as defined in Code Section
        414(q) and the Regulations thereunder. Generally, any Employee or former
        Employee is considered a Highly Compensated Employee if such Employee or
        former Employee performed services for the Employer during the
        "determination year" and is one or more of the following groups:

                      (a) Employees who at any time during the "determination
               year" or "look-back year" were "five percent owners."
               "Five-percent owner" means any person who owns (or is considered
               as owning within the meaning of Code Section 318) more than five
               percent of the outstanding stock of the Employer or stock
               possessing more than five percent of the total combined voting
               power of all stock of the Employer or, in the case of an
               unincorporated business, any person who owns more than five
               percent of the capital or profits interest in the Employer. In
               determining percentage ownership hereunder, employers that would
               otherwise be aggregated under Code Sections 414(b), (c), (m) and
               (o) shall be treated as separate employers.

                      (b) Employees who received "415 Compensation" during the
               "look-back year" from the Employer in excess of $75,000. In
               determining whether an individual has "415 Compensation" of more
               than $75,000, "415 Compensation" from each employer required to
               be aggregated under Code Sections 414(b), (c), (m) and (o) shall
               be taken into account.

                      (c) Employees who received "415 Compensation" during the
               "look-back year" from the Employer in excess of $50,000 and were
               in the top-paid group of Employees for the Plan Year. An Employee
               is in the top-paid group of Employees for any year if such
               Employee is in the group consisting of the top twenty (20)
               percent of the Employees when ranked on the basis of "415
               Compensation" paid during the year. For the purpose of
               determining the number of Employees in the top-paid group, (a)
               Employees with less than six (6) months of service; (b) Employees
               who normally work less than 172 hours per week; (c) Employees who
               normally work less than six (6) months during a year; (d)
               Employees who have not yet attained age 21; and (e) except to the
               extent provided in Regulations, Employees who are included in a
               unit of Employees covered by a collective bargaining agreement
               between employee representatives and the Employer shall be
               excluded. In determining whether an individual has

                                       3
<PAGE>   4

               "415 Compensation" of more than $50,000, "415 Compensation" from
               each employer required to be aggregated under Code Section
               414(b), (c), (m) and (o) shall be taken into account.

                      (d) Employees who during the "look-back year" were
               officers as defined in Section 1.36(a) and received "415
               Compensation" during the "look-back year" from the Employer
               greater than 50 percent of the limit in effect under Code Section
               415(b)(1)(A) for any such Plan Year. The number of officers shall
               be limited to the lesser of (i) 50 employees; or (ii) the greater
               of 3 employees or 10 percent of all employees. For the purpose of
               determining the number of officers, the Employees excluded in
               paragraph (c) above for purposes of determining the top-paid
               group shall be excluded. However, such Employees shall still be
               considered for the purpose of identifying the particular
               Employees who are officers. If the Employer does not have at
               least one officer whose annual "415 Compensation" is in excess of
               50 percent of the Code Section 415(b)(1)(A) limit, then the
               highest paid officer of the Employer will be treated as a Highly
               Compensated Employee.

                      (e) Employees who are in the group consisting of the 100
               Employees paid the greatest "415 Compensation" during the
               "determination year" and are also described in (b), (c) or (d)
               above when these paragraphs are modified to substitute
               "determination year" for "look-back year."

               The "look-back year" shall be the calendar year ending with or
        within the Plan Year for which testing is being performed, and the
        "determination year" (if applicable) shall be the period of time, if
        any, which extends beyond the "look-back year" and ends on the last day
        of the Plan Year for which testing is being performed (the "lag
        period"). If the "lag period" is less than twelve months long, the
        threshold amounts specified in (b), (c) and (d) above shall be prorated
        based upon the number of months in the "lag period."

               Notwithstanding the foregoing, for Plan Years beginning after
        December 31, 1996, "Highly Compensated Employee" shall mean any Employee
        who is in one or more of the following groups:

                      (a) Employees who at any time during the Plan Year being
               tested or the prior Plan Year were "five-percent owners."

                      (b) Employees who, during the prior Plan Year:

                             (i) received "415 Compensation" in excess of
                      $80,000 (or such other amount as determined by the
                      Secretary of the Treasury which reflects cost-of-living
                      increases in accordance with Code Section 414(q)(1)), and

                             (ii) if the Employer elects the application of this
                      clause (2) for the prior Plan Year, was in the top-paid
                      group of employees for the prior Plan Year.

                                       4
<PAGE>   5

               A former Employee shall be treated as a Highly Compensated
        Employee if (1) such former Employee was a Highly Compensated Employee
        when he separated from Service or (2) such former Employee was a Highly
        Compensated Employee at any time after attaining age fifty-five (55).

               For purposes of this Section, the determination of "415
        Compensation" shall be based only on "415 Compensation" which is
        actually paid and shall be made by including amounts that would
        otherwise be excluded from a Participant's gross income by reason of the
        application of Code Sections 125, 402(e)(3), 402(h)(1)(B) and, in the
        case of Employer contributions made pursuant to a salary reduction
        agreement, by including amounts that would otherwise be excluded from a
        participant's gross income by reason of the application of Code Section
        403(b). Additionally, the $75,000 and $50,000 amounts specified in (b)
        and (c) above shall be adjusted at such time and in such manner as is
        provided in Regulations. In the case of such an adjustment, the dollar
        limits which shall be applied are those for the calendar year in which
        the "determination year" or "look-back year" begins.

               In determining who is a Highly Compensated Employee, Employees
        who are non-resident aliens and who received no earned income (within
        the meaning of Code Section 911(d)(2)) from the Employer constituting
        United States source income within the meaning of Code Section 861(a)(3)
        shall not be treated as Employees. Additionally, all Employers shall be
        taken into account as a single employer and leased employees within the
        meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
        Employees unless such leased employees are covered by a plan described
        in Code Section 414(n)(5) and are not covered in any qualified plan
        maintained by the Employer. The exclusion of leased employees for this
        purpose shall be applied on a uniform and consistent basis for all of
        the Employer's retirement plans.

               For Plan Years beginning prior to January 1, 1997, if any
        individual is a Family Member of a 5-percent owner or of a Highly
        Compensated Employee in the group consisting of the ten (10) Highly
        Compensated Employees paid the greatest compensation during the year,
        then (i) such individual shall not be considered a separate employee,
        and (ii) any compensation paid to such individual (and any applicable
        contribution or benefit on behalf of such individual) shall be treated
        as if it were paid to (or on behalf of) the 5-percent owner or Highly
        Compensated Employee. Except as provided in Regulations, the rules of
        this paragraph shall be applied in determining the compensation of (or
        any contributions or benefits on behalf of) any employee for purposes of
        any Section of this Plan with respect to which a Highly Compensated
        Employee is defined by reference to this Section.

        3. Effective June 24, 1986, Section 4.5(g) is hereby amended in its
entirety to read as follows:

                      (g) All Company Stock acquired by the Plan with the
               proceeds of an Exempt Loan must be added to and maintained in the
               Unallocated Company Stock Suspense Account. Such Company Stock
               shall be released and withdrawn from that account as if all
               Company Stock in that account were encumbered. For

                                       5
<PAGE>   6

               each Plan Year during the duration of the loan, the number of
               shares of Company Stock released shall equal the number of
               encumbered shares held immediately before release for the current
               Plan Year multiplied by a fraction, the numerator of which is the
               amount of principal paid for the Plan Year and the denominator of
               which is the sum of the numerator plus the principal to be paid
               for all future Plan Years. The Exempt Loan must provide for
               annual payments of principal and interest at a cumulative rate
               that is not less rapid at any time than level annual payments of
               such amounts for ten (10) years. Interest included in any payment
               is disregarded for purposes of the fraction described above only
               to the extent that it would be determined to be interest under
               standard loan amortization tables. As of each Anniversary Date,
               the Plan must consistently allocate to each Participant's Account
               non-monetary units (shares and fractional shares of Company
               Stock) representing each Participant's interest in assets
               withdrawn from the Unallocated Company Stock Suspense Account.
               Income earned with respect to Company Stock in the Unallocated
               Company Stock Suspense Account shall be used to repay the Exempt
               Loan used to purchase such Company Stock. Any income which is not
               so used must be allocated as income of the Plan.

            4. Effective June 25, 1989, Section 4.5(j) is hereby amended in its
entirety to read as follows:

                      (j) Minimum Allocations Required for Top Heavy Plan Years:
               Notwithstanding the foregoing, for any Top Heavy Plan Year, the
               sum of the Employer's contributions and Forfeitures allocated to
               the Participant's Account of each Non-Key Employee shall be equal
               to at least three percent (3%) of such Non-Key Employee's "415
               Compensation." However, if (i) the sum of the Employer's
               contributions and Forfeitures allocated to the Participant's
               Account of each Key Employee for such Top Heavy Plan Year is less
               than three percent (3%) of each Key Employee's "415 Compensation"
               and (ii) this Plan is not required to be included in an
               Aggregation Group to enable a defined benefit plan to meet the
               requirements of Code Section 401(a)(4) or 410, the sum of the
               Employer's contributions and Forfeitures allocated to the
               Participant's Account of each Non-Key Employee shall be equal to
               the largest percentage allocated to the Participant's Account of
               each Key Employee. However, for Plan Years beginning after
               December 31, 1988, in determining whether a Non-Key Employee has
               received the required minimum allocation, such Non-Key Employee's
               deferred compensation and matching contributions needed to
               satisfy the "Actual Contribution Percentage" tests pursuant to
               Section 4.8 shall not be taken into account.

                      Except, however, no such minimum allocation shall be
               required in this Plan for any Non-Key Employee who participates
               in another defined contribution plan subject to Code Section 412
               providing such benefits included with this Plan in a Required
               Aggregation Group.

                                       6
<PAGE>   7

            5. Effective June 28, 1987, Section 4.13(c) is hereby amended in its
entirety to read as follows:

                      (c) Each Qualified Participant who has not attained age
               sixty (60) may elect within ninety (90) days after the end of
               each calendar quarter or within ninety (90) days after the close
               of each Plan Year during the Qualified Election Period to direct
               the Trustee in writing as to the investment of 25 percent of the
               Qualified Participant's Company Stock Account (to the extent such
               portion exceeds the amount to which a prior election under this
               subparagraph applies). Each Qualified Participant who has
               attained age sixty (60) may elect within ninety (90) days after
               the end of each calendar quarter or within ninety (90) days after
               the close of each Plan Year during the Qualified Election Period
               to direct the Trustee in writing as to the investment of up to
               100 percent of the Qualified Participant's Company Stock Account
               (to the extent such portion exceeds the amount to which a prior
               election under this subparagraph applies). If the Qualified
               Participant elects to direct the Trustee as to the investment of
               his Company Stock Account, such direction shall be effective no
               later than 180 days after the close of the Plan Year to which
               such direction applies. In lieu of directing the Trustee as to
               the investment of his Company Stock Account, the Qualified
               Participant may elect a distribution in cash or Company Stock of
               the portion of his Company Stock Account covered by the election
               within ninety (90) days after the last day of the period during
               which the election can be made. The Plan shall offer at least
               three (3) investment options to each Qualified Participant making
               an election under this paragraph.

            6. Effective June 24, 1986, Section 7.4(a) is hereby amended in its
entirety to read as follows:

                      (a) On or before the Anniversary Date coinciding with or
               subsequent to the termination of a Participant's employment for
               any reason other than death, Total and Permanent Disability or
               retirement, the Administrator may direct the Trustee to segregate
               the amount of the Vested portion of such Terminated Participant's
               Account and invest the aggregate amount thereof in a separate,
               federally insured savings account, certificate of deposit, common
               or collective trust fund of a bank or a deferred annuity. In the
               event the Vested portion of a Participant's Account is not
               segregated, the amount shall remain in a separate account for the
               Terminated Participant and share in allocations per Section 4.5
               until such time as a distribution is made to the Terminated
               Participant. The amount of the Terminated Participant's Account
               which is not Vested shall be credited to the Suspense Account
               (which will always share in gains and losses of the trust) and
               shall, subsequently, be allocated to the accounts of the
               remaining Participants in accordance with the terms of the Plan
               at such time as the amount becomes a Forfeiture.

                      If a portion of a Participant's Account is forfeited,
               Company Stock allocated to such account must be forfeited only
               after the Other Investment Account has been depleted. If interest
               in more than one class of Company Stock

                                       7
<PAGE>   8

               has been allocated to a Participant's Account, the Participant
               must be treated as forfeiting the same proportion of each such
               class.

                      Distribution of the funds due to a Terminated Participant
               shall be made on the occurrence of an event which would result in
               the distribution had the Terminated Participant remained in the
               employ of the Employer (upon the Participant's death, Total and
               Permanent Disability, Early or Normal Retirement). However, if
               such Terminated Participant is reemployed by the Employer before
               distribution is required to be made under this paragraph, such
               distribution shall be postponed. Distribution to a Participant
               shall not include any Company Stock acquired after December 31,
               1986 with the proceeds of an Exempt Loan until the close of the
               Plan Year in which such loan is repaid in full. Any distribution
               under this paragraph shall be made in a manner which is
               consistent with and satisfies the provisions of Sections 7.5 and
               7.6, including, but not limited to, all notice and consent
               requirements of Code Section 411(a)(11) and the Regulations
               thereunder.

                      If the value of a Terminated Participant's Vested benefit
               derived from Employer and Employee contributions does not exceed
               $3,500 and has never exceeded $3,500 at the time of any prior
               distribution, the Administrator shall direct the Trustee to cause
               the entire Vested benefit to be paid to such Participant in a
               single lump sum.

                      Terminated Participants who are under the age of
               fifty-five (55) at the time of termination may elect distribution
               of all or part of the Vested portion of their Participant's
               Account. The distribution will be made as soon as
               administratively possible after the end of the calendar quarter
               of termination.

            7. Effective June 24, 1986, Section 7.6(a) is hereby amended in its
entirety to read as follows:

                      (a) Distribution of a Participant's benefit may be made in
               cash or Company Stock or both, provided, however, that if a
               Participant or Beneficiary so demands, such benefit shall be
               distributed only in the form of Company Stock. Prior to making a
               distribution of benefits, the Administrator shall advise the
               Participant or his Beneficiary, in writing, of the right to
               demand that benefits be distributed solely in Company Stock. If
               the Participant or his Beneficiary fails to make such demand in
               writing within 90 days after receipt of such written notice, the
               Administrator shall direct the Trustee to make such distribution
               entirely in cash.

            8. Effective June 24, 1986, Section 7.11(c) is hereby amended in its
entirety to read as follows:

                      (c) The put option must be exercisable only by a
               Participant, by the Participant's donees, or by a person
               (including an estate or its distributee) to whom the Company
               Stock passes by reason of a Participant's death. (Under this
               paragraph "Participant" means a Participant and the Beneficiaries
               of the

                                       8
<PAGE>   9

               Participant under the Plan.) The put option must permit a
               Participant to put the Company Stock to the Employer. Under no
               circumstances may the put option bind the Plan. However, it shall
               grant the Plan an option to assume the rights and obligations of
               the Employer at the time that the put option is exercised. If it
               is known at the time a loan is made that Federal or State law
               will be violated by the Employer's honoring such put option, the
               put option must permit the Company Stock to be put, in a manner
               consistent with such law, to a third party (e.g., an affiliate of
               the Employer or a shareholder other than the Plan) that has
               substantial net worth at the time the loan is made and whose net
               worth is reasonably expected to remain substantial.

                      The put option shall commence as of the day following the
               date the Company Stock is distributed to the former Participant
               and end 60 days thereafter and if not exercised within such
               60-day period, an additional 60-day option shall commence in the
               Plan Year next following the date the stock was distributed to
               the former Participant (or such other 60-day period as provided
               in regulations promulgated by the Secretary of the Treasury). In
               no event shall the second 60-day put option period end prior to
               the date which is 15 months after the date of distribution.
               However, in the case of Company Stock that is publicly traded
               without restrictions when distributed but ceases to be so traded
               within 15 months after distribution, the Employer must notify
               each holder of such Company Stock in writing on or before the
               tenth day after the date the Company Stock ceases to be so traded
               that for the remainder of the 15-month period the Company Stock
               is subject to the put option. The number of days between the
               tenth day and the date on which notice is actually given, if
               later than the tenth day, must be added to the duration of the
               put option. The notice must inform distributees of the term of
               the put options that they are to hold. The terms must satisfy the
               requirements of this paragraph.

                      The put option is exercised by the holder notifying the
               Employer in writing that the put option is being exercised; the
               notice shall state the name and address of the holder and the
               number of shares to be sold. The period during which a put option
               is exercisable does not include any time when a distributee is
               unable to exercise it because the party bound by the put option
               is prohibited from honoring it by applicable Federal or State
               law. The price at which a put option must be exercisable is the
               value of the Company Stock determined in accordance with
               Paragraph (d)(5) of 26 CFR 54.4975-11. The provisions for payment
               under the put option shall not exceed a 60 day period from the
               exercise date of the put option.


                                       9
<PAGE>   10

        IN WITNESS WHEREOF, the Employer has executed this Second Amendment to
the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan on this 10th day of
May, 1997.

                                        RANDALLS FOOD MARKETS, INC.



                                        By: /s/ Janice R. Schilmoeller
                                            ____________________________________

                                        Name: JANICE R. SCHILMOELLER
                                              __________________________________

                                        Title: Vice President of Risk Management
                                               _________________________________


                                       10

<PAGE>   1
                                                                     EXHIBIT 4.4

               THIRD AMENDMENT TO THE RANDALLS FOOD MARKETS, INC.

                            ESOP/401(k) SAVINGS PLAN

                   (Amended and Restated as of April 1, 1997)

                              W I T N E S S E T H:

        WHEREAS, Randalls Food Markets, Inc. (the "Employer") presently
maintains the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan (the "Plan");
and

        WHEREAS, the Employer, pursuant to Section 9.1 of the Plan, has the
right to amend the Plan from time to time subject to certain limitations.

        NOW, THEREFORE, in order to make various revisions desired by the
Employer, the Plan is hereby amended in the following manner:

        1. Effective April 1, 1997, Section 1.50 is hereby amended in its
entirety to read as follows:

            1.50 "Plan Year" means the Plan's accounting year of twelve (12)
        months commencing on July 1 of each year and ending on the following
        June 30.

        2. Effective as of the date this Amendment is executed, Section 1.65 is
hereby amended in its entirety to read as follows:

               1.65 "Year of Service" shall mean the computation period of
        twelve (12) consecutive months, herein set forth, during which an
        Employee has at least 1,000 Hours of Service.

               For purposes of eligibility for participation, the initial
        computation period shall begin with the date on which the Employee first
        performs an Hour of Service. The participation computation period
        beginning after a 1-Year Break in Service shall be measured from the
        date on which an Employee again performs an Hour of Service. The
        participation computation period shall shift to the Plan Year which
        includes the anniversary of the date on which the Employee first
        performed an Hour of Service.

               For vesting purposes, a Year of Service shall be all Years of
        Service in which an Employee completes 1,000 Hours of Service with the
        Employer commencing from the Employee's date of hire. Notwithstanding
        the foregoing, vesting service under the Tom Thumb Food & Drugs, Inc.
        Profit Sharing Plan shall count for vesting purposes under this Plan,
        but only with respect to an Employee who became an Employee as a result
        of the Employer's acquisition of Thumb Food & Drugs, Inc.

               Years of Service with any corporation, trade or business which is
        a member of a controlled group of corporations or under common control
        (as defined by Code Sections 414(b) and 414(c)), is a member of an
        affiliated service group (as defined by Code Section 414(m)), or with
        any other entity required to be aggregated with an Employer under Code
        Section 414(o) shall be recognized.

<PAGE>   2

        3. Effective as of the date this Amendment is executed, Section 4.5(i)
is hereby amended in its entirety to read as follows:

                      (i) As of each Anniversary Date any amounts which became
               Forfeitures since the last Anniversary Date shall first be made
               available to reinstate previously forfeited account balances of
               Former Participants, if any, in accordance with Section 7.4(d).
               The remaining Forfeitures, if any, shall be used to reduce the
               contribution of the Employer hereunder for the Plan Year in which
               such Forfeitures occur.

        4. Effective April 1, 1997, Section 4.13(d)(1) is hereby amended in its
entirety to read as follows:

                             (1) "Qualified Participant" means any Participant
                      or Former Participant who has completed ten (10) Years of
                      Service and has attained age 55.

        5. Effective April 1, 1997, Section 5.2 is hereby amended in its
entirety to read as follows:

            5.2 Transactions Involving Company Stock

               All purchases of Company Stock shall be made at a price which, in
        the judgment of the Administrator, does not exceed the fair market value
        thereof. All sales of Company Stock shall be made at a price which, in
        the judgment of the Administrator, is not less than the fair market
        value thereof. The valuation rules set forth in Article 6 shall be
        applicable.

        6. Effective April 1, 1997, Section 6.1 is hereby amended in its
entirety to read as follows:

            6.1 Valuation of the Trust Fund

               The Administrator shall direct the Trustee, as of each
        Anniversary Date, and at such other date or dates deemed necessary by
        the Administrator, herein called "valuation date," to determine the net
        worth of the assets comprising the Trust Fund as it exists on the
        "valuation date" prior to taking into consideration any contribution to
        be allocated for that Plan Year. In determining such net worth, the
        Trustee shall value the assets comprising the Trust Fund at their fair
        market value as of the "valuation date" and shall deduct all expenses
        for which the Trustee has not yet obtained reimbursement from the
        Employer or the Trust Fund. As of the last day of each calendar quarter,
        the Trustee shall determine the value of the Company Stock held by the
        Trust Fund.

               For purposes of Section 5.2, 7.11 and this Section, valuations
        must be made in good faith and based on all relevant factors for
        determining the fair market value of securities. In the case of a
        transaction between a Plan and a disqualified person, value must be
        determined as of the date of the transaction. For all other Plan
        purposes, value must be determined as of the most recent valuation date
        under the Plan. An independent appraisal will not in itself be a good
        faith determination of value in the case of a transaction between the
        Plan and a disqualified person. However, in other cases, a

                                       2
<PAGE>   3

        determination of fair market value based on at least an annual appraisal
        independently arrived at by a person who customarily makes such
        appraisals and who is independent of any party to the transaction will
        be deemed to be a good faith determination of value. Company Stock not
        readily tradeable on an established securities market shall be valued by
        an independent appraiser meeting requirements similar to the
        requirements of the regulations prescribed under Code Section 170(a)(1).
        The Trustee shall be responsible for employing one or more independent
        appraisers for purposes of determining the value of such Company Stock.

        7. Effective April 1, 1997, Section 7.4(d)(2) is hereby amended in its
entirety to read as follows:

                             (2) If any Former Participant shall be reemployed
                      by the Employer before five (5) consecutive 1-Year Breaks
                      in Service, and such Former Participant had received a
                      distribution of his entire Vested interest prior to his
                      reemployment, his forfeited account shall be reinstated
                      only if he repays the full amount distributed to him
                      before the earlier of five (5) years after the first date
                      on which the Participant is subsequently reemployed by the
                      Employer or the close of the first period of five (5)
                      consecutive 1-Year Breaks in Service commencing after the
                      distribution. In the event the Former Participant does
                      repay the full amount distributed to him, the
                      undistributed portion of the Participant's Account must be
                      restored in full, unadjusted by any gains or losses
                      occurring subsequent to the Anniversary Date or other
                      valuation date preceding his termination. The source for
                      such reinstatement shall first be any Forfeitures
                      occurring during the year; provided, however, that no
                      Forfeiture consisting of Company Stock may be used to
                      restore an Account of a Former Participant who did not
                      have a Company Stock Account at the time of such Former
                      Participant's termination of employment. If the
                      Forfeitures occurring during the year are insufficient to
                      restore forfeited Accounts, then the Employer shall
                      contribute an amount which is sufficient to restore any
                      such forfeited Accounts.

        8. Effective April 1, 1997, Section 7.5(b) is hereby amended in its
entirety to read as follows:

                      (b) If the Participant elects, the Administrator will
               commence distribution of the Participant's Account balance not
               later than one year after the close of the Plan Year (i) in which
               the Participant separates from service by reason of the
               attainment of Normal Retirement Age, disability or death, or (ii)
               which is the fifth Plan Year following the Plan Year in which the
               Participant otherwise separates from service, except that this
               clause (ii) shall not apply if the Participant is reemployed by
               the Employer before distribution is required to begin under this
               clause (ii). Notwithstanding anything herein to the contrary, any
               Company Stock allocated to a Participant's Company Stock Account
               purchased by means of an Exempt Loan may not be distributed until
               after such Exempt Loan is repaid in full.

                                       3
<PAGE>   4

        9. Effective April 1, 1997, Section 7.13 is hereby amended in its
entirety to read as follows:

               7.13   Withdrawals from Employee After-Tax Account

               A Participant may, at any time, request that the Administrator
        distribute to him or her up to 100% of the portion of such Participant's
        Employee After-Tax Account which is not invested in Company Stock. The
        Administrator upon receiving such request may direct the Trustee to make
        the requested distribution to the Participant. Such distribution will be
        made as soon as administratively possible after the distribution request
        is made.

               During the last month of any calendar quarter of any calendar
        year, a Participant may request that the Administrator distribute to him
        or her up to 100% of the value, determined as of the end of such
        calendar quarter, of the portion of such Participant's Employee
        After-Tax Account which is invested in Company Stock. The Administrator
        upon receiving such request may direct the Trustee to make the requested
        distribution to the Participant. Such distribution will be made as soon
        as administratively possible after the quarter in which the distribution
        request is made.

        10. Effective April 1, 1997, Section 7.14(a)(2) is hereby amended in its
entirety to read as follows:

                             (2) The costs directly related to the purchase of a
                      principal residence for the Participant (excluding
                      mortgage payments);

        11. Effective April 1, 1997, Section 7.14(a)(4) is hereby amended in its
entirety to read as follows:

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

        12. Effective April 1, 1997, Section 7.14(e) is hereby added to the Plan
as follows:

                      (e) A Participant's elective deferrals and voluntary
               Employee contributions to this Plan and all other plans
               maintained by the Employer will be suspended for twelve (12)
               months after receipt of a hardship distribution, or the
               Participant, pursuant to a legally enforceable agreement, will
               suspend his elective deferrals and voluntary Employee
               contributions to the Plan and all other plans maintained by the
               Employer for twelve (12) months after receipt of the hardship
               distribution.

        13. Effective April 1, 1997, Section 7.14(f) is hereby added to the Plan
as follows:

                      (f) A Participant may not make elective deferrals to this
               Plan and all other plans maintained by the Employer for the
               Participant's taxable year immediately following the taxable year
               of a 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 elective deferrals for the taxable
               year of the hardship distribution.

                                       4
<PAGE>   5

        14. Effective April 1, 1997, Section 8.2 is hereby amended in its
entirety to read as follows:

               8.2    Voting Company Stock

               Except as provided hereafter, the Trustee shall vote all Company
        Stock held by the Trust in the sole discretion of the Trustee in
        accordance with the Trustee's fiduciary duties under the Act.
        Notwithstanding the foregoing, if the Employer has a "registration-type
        class of securities," each Participant or Beneficiary, if applicable,
        shall be entitled to direct the Trustee as to the manner in which shares
        of Company Stock which are entitled to vote and which are allocated to
        such Participant's (or Beneficiary's, if applicable) Account are to be
        voted. If the Employer does not have a registration-type class of
        securities, each Participant or Beneficiary, if applicable, shall be
        entitled to direct the Trustee as to the manner in which shares of
        Company Stock allocated to such Participant's (or Beneficiary's, if
        applicable) Account are to be voted with respect to any corporate matter
        which involves the voting of such shares with respect to the approval or
        disapproval of any corporate merger or consolidation, recapitalization,
        reclassification, liquidation, dissolution, sale of substantially all
        assets of a trade or business, or such similar transaction as prescribed
        in the Regulations. For purposes of this Section 8.2, the term
        "registration-type class of securities" shall mean (i) a class of
        securities required to be registered under Section 12 of the Securities
        Exchange Act of 1934 (the "1934 Act") and (ii) a class of securities
        which would be required to be so registered except for the exemption
        from registration provided in subsection (g)(2)(H) of such Section 12.
        To the extent that Participants or Beneficiaries are, in accordance with
        the foregoing provisions, entitled to direct the Trustee as to the
        manner in which shares of Company Stock are to be voted, such voting
        rights shall be exercised in accordance with the following provisions of
        this Section 8.2.

                      (a) As soon as practicable before each annual or special
               shareholders' meeting of the Employer, the Trustee shall furnish
               to each Participant a copy of the proxy solicitation material
               sent generally to shareholders, together with a form requesting
               confidential directions on how the shares allocated to such
               Participant's Account (including fractional shares to 1/1000th of
               a share) are to be voted. The materials furnished to the
               Participants shall include a notice from the Trustee explaining
               that (i) allocated shares of Company Stock will be voted or not
               voted by the Trustee in accordance with directions of
               Participants, acting in their capacity as "named fiduciaries" as
               such term is defined in section 402(a)(2) of the Act
               (hereinafter, "Named Fiduciaries") with respect to allocated
               shares to the extent permitted by applicable law, if the Trustee
               determines that following such directions will not violate the
               Act; (ii) unallocated shares of Company Stock will be voted at
               the Trustee's discretion; (iii) by timely returning the proxy
               solicitation and pursuant thereto specifically directing the
               Trustee how the allocated shares subject to the decision of the
               Participant are to be voted, such Participant is consenting to
               his appointment as Named Fiduciary hereunder, to the extent
               permitted by applicable law, with respect to allocated shares for
               which he is entitled to provide the Trustee with voting
               directions; (iv) a Participant's consent to appointment as a
               Named Fiduciary or failure to consent to such appointment shall
               be binding only with respect to the specific proxy solicitations;
               and (v) in the event the Participant does not timely return the
               form or fails to consent to

                                       5
<PAGE>   6
               appointment as a Named Fiduciary, the allocated shares for which
               he is entitled to provide the Trustee with directions will be
               voted at the Trustee's discretion. The materials shall also
               include such information as is reasonably determined by the
               Trustee to be necessary to Participants to reach a reasonably
               informed decision as to (A) the consequences of consenting to be
               appointed a Named Fiduciary, and (B) how to vote the shares. The
               Administrator and the Trustee may also provide Participants with
               such other material concerning the matters to be voted as the
               Trustee or the Administrator in its discretion determine to be
               appropriate, provided, however, that prior to any distribution of
               materials by the Administrator, the Trustee shall be furnished
               with complete copies of all such materials. The Employer and the
               Administrator shall cooperate with the Trustee to ensure that
               Participants receive the requisite information in a timely
               manner. Upon timely receipt of such voting directions, the
               Trustee (after combining votes of fractional shares to give
               effect to the greatest extent to Participants' directions), shall
               vote the shares in accordance with subsections (b) through (e) of
               this Section 8.2. The directions received by the Trustee from
               Participants shall be held by the Trustee in strict confidence
               and shall not be divulged or released to any person, including
               directors, officers or employees of the Employer, or of any other
               company, except as otherwise required by law.

                      (b) With respect to all corporate matters submitted to
               shareholders, the Trustee shall vote shares of Company Stock
               allocated to the Account of any Participant (including fractional
               shares to 1/1000th of a share) in accordance with the directions
               of such Participant as a Named Fiduciary only if the Trustee
               determines that the Participant directions are proper and not
               contrary to the Act. For purposes of this subsection, a
               Participant's directions with respect to allocated shares are
               proper and not contrary to the Act if (i) the Trustee determines
               that Participants have not been subjected to coercion or undue
               pressure in making their decisions and that clearly false
               information or misleading information is not distributed to the
               Participants (or that any false or misleading information that
               may have been distributed by other parties is corrected), and
               (ii) the Trustee determines that following the Participant
               directions would not violate the Act.

                      (c) If voting directions for shares of Company Stock
               allocated to the Account of any Participant are not timely
               received by the Trustee, the Trustee shall treat the non-receipt
               as a refusal by the Participant to be appointed as Named
               Fiduciary with respect to that proxy solicitation. Thereafter, in
               connection with such proxy solicitation, such allocated and
               undirected shares shall be voted in the sole discretion of the
               Trustee in accordance with the Trustee's fiduciary duties under
               the Act.

                      (d) The Trustee shall vote shares of Company Stock that
               are unallocated to the Account of any Participant in the sole
               discretion of the Trustee in accordance with the Trustee's
               fiduciary duties under the Act.

                      (e) For purposes of this Section 8.2, with respect to
               shares of Company Stock allocated to the Account of a deceased
               Participant, such Participant's Beneficiary, as a Named
               Fiduciary, shall be entitled to direct the Trustee how to vote
               such shares as if such Beneficiary were the Participant. Such

                                       6
<PAGE>   7

               Beneficiary shall also be treated as the Participant for all
               other purposes of this Section 8.2.

        15. Effective April 1, 1997, Section 8.3 is hereby amended in its
entirety to read as follows:

               8.3    Tender or Exchange Offer for Company Stock

                      (a) In the event an offer shall be received by the Trustee
               (including a tender offer for shares of Company Stock subject to
               Section 14(d)(1) of the 1934 Act or subject to Rule 13e-4
               promulgated under the 1934 Act, as those provisions may from time
               to time be amended) to purchase or exchange any shares of Company
               Stock held by the Trust, the Trustee shall advise each
               Participant who has shares of Company Stock credited to such
               Participant's Account in writing of the terms of the offer as
               soon as practicable after its commencement and shall furnish each
               Participant with a form by which he may direct the Trustee
               confidentially whether or not to tender or exchange shares
               allocated to such Participant's Account. The materials furnished
               to Participants shall include a notice from the Trustee
               explaining that (i) allocated shares of Company Stock subject to
               the offer will be tendered or exchanged or will not be tendered
               or exchanged by the Trustee in accordance with directions of
               Participants, acting in their capacity as Named Fiduciaries with
               respect to allocated shares to the extent permitted by applicable
               law, if the Trustee determines that following such directions
               will not violate the Act; (ii) unallocated shares of Company
               Stock subject to the offer will be tendered or exchanged or will
               not be tendered or exchanged by the Trustee at the Trustee's
               discretion; (iii) by timely returning the form and pursuant
               thereto specifically directing that the allocated shares subject
               to the decision of the Participant either be tendered or
               exchanged or not tendered or exchanged, such Participant is
               consenting to his appointment as Named Fiduciary hereunder, to
               the extent permitted by applicable law, with respect to allocated
               shares for which he is entitled to provide the Trustee with
               directions; (iv) a Participant's consent to appointment as a
               Named Fiduciary or failure to consent to such appointment shall
               be binding only with respect to the specific tender or exchange
               offer described in the materials sent to the Participant by the
               Trustee; and (v) in the event the Participant does not timely
               return the form or fails to consent to appointment as a Named
               Fiduciary, the allocated shares for which he is entitled to
               provide the Trustee with directions will either be tendered or
               exchanged or not tendered or exchanged at the Trustee's
               discretion. The materials shall also include such information as
               is reasonably determined by the Trustee to be necessary to
               Participants to reach a reasonably informed decision as to (A)
               the consequences of consenting or not consenting to be appointed
               a Named Fiduciary, and (B) whether to tender or exchange,
               including such documents as are prepared by any person and
               provided to the shareholders of the Employer pursuant to the 1934
               Act. The Administrator and the Trustee may also provide
               Participants with such other material concerning the tender or
               exchange offer as the Trustee or the Administrator in its
               discretion determine to be appropriate, provided, however, that
               prior to any distribution of materials by the Administrator, the
               Trustee shall be furnished with complete copies of all such
               materials. The Employer and the Administrator shall cooperate
               with the Trustee

                                       7
<PAGE>   8

               to ensure that Participants receive the requisite information in
               a timely manner. The directions received by the Trustee from
               Participants shall be held by the Trustee in strict confidence
               and shall not be divulged or released to any person, including
               directors, officers or employees of the Employer, or of any other
               company, except as otherwise required by law.

                      (b) The Trustee shall tender or not tender shares or
               exchange or not exchange shares of Company Stock allocated to the
               Account of any Participant (including fractional shares to
               1/1000th of a share) to the extent directed by the Participant as
               a Named Fiduciary only if the Trustee determines that the
               Participant directions are proper and not contrary to the Act.
               For purposes of this subsection, a Participant's directions with
               respect to allocated shares are proper and not contrary to the
               Act if (i) the Trustee determines that Participants have not been
               subjected to coercion or undue pressure in making their decisions
               and that clearly false information or misleading information is
               not distributed to the Participants (or that any false or
               misleading information that may have been distributed by other
               parties is corrected), and (ii) the Trustee determines that
               following the Participant directions would not violate the Act.

                      (c) If tender or exchange directions for shares of Company
               Stock allocated to the Account of any Participant are not timely
               received by the Trustee, the Trustee shall treat the non-receipt
               as a refusal by the Participant to be appointed as Named
               Fiduciary with respect to that tender or exchange offer.
               Thereafter, in connection with such tender or exchange offer,
               such allocated and undirected shares shall be tendered or
               exchanged or not tendered or exchanged in the sole discretion of
               the Trustee in accordance with the Trustee's fiduciary duties
               under the Act.

                      (d) The Trustee shall tender or exchange or not tender or
               exchange the shares of Company Stock that are unallocated to the
               Account of any Participant in the sole discretion of the Trustee
               in accordance with the Trustee's fiduciary duties under the Act.

                      (e) In the event, under the terms of a tender offer or
               otherwise, any shares of Company Stock tendered for sale,
               exchange or transfer pursuant to such offer may be withdrawn from
               such offer, the Trustee shall, in accordance with the applicable
               terms and conditions of subsections (a) through (d) above, and
               the responsibilities and the fiduciary duties of the Trustee as
               set forth in such subsections, follow such directions which are
               timely received by the Trustee from the Participants, respecting
               the withdrawal of such shares from such offer.

                      (f) In the event that an offer for fewer than all of the
               shares of Company Stock held by the Trustee shall be received by
               the Trustee, shares shall be tendered in accordance with
               subsections (a) through (e) of this Section 8.3, and shares sold,
               exchanged or transferred pursuant to such tender shall be on a
               pro-rata basis based on the total number of shares tendered by
               the Trustee; provided, however, that any such shares so sold,
               exchanged, or transferred from any Participant's accounts shall
               come first from such Participant's Employee After-Tax Account,
               and once all shares from such account have been sold, exchanged
               or

                                       8
<PAGE>   9

               transferred, next from such Participant's Company Stock Account,
               and once all shares from such account have been sold, exchanged
               or transferred, next from any other account which holds shares of
               Company Stock on behalf of such Participant.

                      (g) In the event an offer shall be received by the Trustee
               and directions shall be solicited from Participants pursuant to
               subsections (a)-(f) of this Section 8.3 regarding such offer, and
               prior to the termination of such offer, another offer is received
               by the Trustee for the securities subject to the first offer, the
               Trustee shall treat the offer as a new offer for purposes of
               apprising Participants of their rights to direct the Trustee and
               for purposes of providing Participants with the opportunity to
               accept or reject their appointment as Named Fiduciaries and shall
               use its best efforts under the circumstances to solicit
               directions from Participants to the Trustee (i) with respect to
               securities tendered for sale, exchange or transfer pursuant to
               the first offer, whether to withdraw such tender, if possible,
               and if withdrawn, whether to tender any securities so withdrawn
               for sale, exchange or transfer pursuant to the second offer and
               (ii) with respect to securities not tendered for sale, exchange
               or transfer pursuant to the first offer, whether to tender or not
               to tender such securities for sale, exchange or transfer pursuant
               to the second offer. The Trustee shall follow all such directions
               received in a timely manner from Participants in the same manner
               and in the same proportion as provided in subsections (a)-(f) of
               this Section 8.3. In the event a Participant who failed to
               consent to his appointment as a Named Fiduciary so consents in
               response to a subsequent offer, the shares with respect to which
               the Participant would have been entitled to direct the Trustee
               shall once again be subject to that consenting Participant's
               direction with respect to the new offer. In the event a
               Participant who directed the Trustee with respect to an earlier
               offer fails to direct the Trustee in response to a subsequent
               offer, the Participant shall be deemed to have refused
               appointment as a Named Fiduciary and the allocated shares he
               would have been entitled to direct shall be subject to the
               discretion of the Trustee as provided in subsection (c) of this
               Section 8.3. With respect to any further offer for any Company
               Stock received by the Trustee and subject to any earlier offer
               (including successive offers from one or more existing offerors),
               the Trustee shall act in the same manner as described above.

                      (h) Neither a Participant's instructions to the Trustee to
               tender or exchange shares of Company Stock pursuant to this
               Section 8.3 nor an actual tender or exchange of shares of Company
               Stock pursuant to this Section 8.3 shall be deemed a withdrawal
               or suspension from the Plan or a forfeiture of any portion of the
               Participant's interest in the Plan. Funds received in exchange
               for tendered shares shall be credited to the Account, as
               applicable in accordance with the ordering method provided in
               Section 8.3(f), of the Participant whose shares were tendered or
               the Suspense Account for which such shares were tendered. The
               Trustee shall invest such funds as permitted in accordance with
               the terms of the Plan and the Trust Agreement.

                      (i) The Trustee shall take all steps necessary, including
               the appointment of a corporate Trustee, and/or an outside
               independent administrator to the extent that such action, after
               consultation with the Employer and the

                                       9
<PAGE>   10

               Administrator, is found necessary to maintain the confidentiality
               of Participant responses and/or adequately discharge their
               obligations as Named Fiduciaries.

                      (j) For purposes of this Section 8.3, with respect to
               shares of Company Stock allocated to the Account of a deceased
               Participant, such Participant's Beneficiary, as a Named
               Fiduciary, shall be entitled to direct the Trustee whether or not
               to tender or exchange such shares as if such Beneficiary were the
               Participant. Such Beneficiary shall also be treated as the
               Participant for all other purposes of this Section 8.3.

        IN WITNESS WHEREOF, the Employer has executed this Third Amendment to
the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan on this 14th day of
September, 1997.

                                        RANDALLS FOOD MARKETS, INC.



                                        By: /s/ Janice R. Schilmoeller
                                            ____________________________________

                                        Name: JANICE R. SCHILMOELLER
                                              __________________________________

                                        Title: Vice President of Risk Management
                                               _________________________________

                                       10

<PAGE>   1
                                                                     EXHIBIT 4.5

               FOURTH AMENDMENT TO THE RANDALLS FOOD MARKETS, INC.

                            ESOP/401(k) SAVINGS PLAN

                   (Amended and Restated as of April 1, 1997)

                              W I T N E S S E T H:

        WHEREAS, Randalls Food Markets, Inc. (the "Employer") presently
maintains the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan (the "Plan");
and

        WHEREAS, the Employer, pursuant to Section 9.1 of the Plan, has the
right to amend the Plan from time to time subject to certain limitations.

        NOW, THEREFORE, (a) in response to guidance issued by the Internal
Revenue Service with respect to the implementation of Section 401(a)(9) of the
Internal Revenue Code of 1986, as amended by the Small Business Job Protection
Act of 1996, (b) to implement certain provisions of the Taxpayer Relief Act of
1997, and (c) to make certain other changes desired by the Employer, the Plan is
hereby amended in the following manner:

        1. Effective as of the date this Fourth Amendment is executed, Section
1.27 is hereby amended in its entirety to read as follows:

               1.27 "Forfeiture" means that portion of a Participant's Account
        that is not Vested, and occurs on the earlier of:

                      (a) the distribution of the entire Vested portion of a
               Participant's Account, or

                      (b) the last day of the Plan Year in which the Participant
               incurs five (5) consecutive 1-Year Breaks in Service.

               In addition, the term "Forfeiture" shall also include amounts
        deemed to be Forfeitures pursuant to any other provision of this Plan.

        2. Effective as of the date this Fourth Amendment is executed, Section
4.2(d) is hereby amended in its entirety to read as follows:

                      (d) The balance in each Participant's Elective Account
               shall be fully Vested at all times and shall not be subject to
               forfeiture for any reason except as provided for in Sections
               4.2(g) and 4.7(a)(3).

        3. Effective as of the date this Fourth Amendment is executed, Section
4.2(g) is hereby amended in its entirety to read as follows:

                      (g) If a Participant's Deferred Compensation under this
               Plan together with any elective deferrals (as defined in
               Regulation 1.402(g)-1(b)) under another qualified cash or
               deferred arrangement (as defined in Code Section 401(k)), a
               simplified employee pension (as defined in Code Section 408(k)),
               a salary reduction arrangement (within the meaning of Code
               Section 3121(a)(5)(D)), a

<PAGE>   2

               deferred compensation plan under Code Section 457, or a trust
               described in Code Section 501(c)(18) cumulatively exceed the
               limitation imposed by Code Section 402(g) (as adjusted annually
               in accordance with the method provided in Code Section 415(d)
               pursuant to Regulations) for such Participant's taxable year, the
               Participant may, not later than March 1 following the close of
               his taxable year, notify the Administrator in writing of such
               excess and request that his Deferred Compensation under this Plan
               be reduced by an amount specified by the Participant. In such
               event, the Administrator may direct the Trustee to distribute
               such excess amount, and any income allocable to such amount, to
               the Participant not later than the first April 15th following the
               close of the Participant's taxable year. Any distribution of less
               than the entire amount of Excess Deferred Compensation and income
               shall be treated as a pro rata distribution of Excess Deferred
               Compensation and income. The amount distributed shall not exceed
               the Participant's Deferred Compensation under the Plan for the
               taxable year. Any distribution on or before the last day of the
               Participant's taxable year must satisfy each of the following
               conditions:

                             (1) the distribution must be made after the date on
                      which the Plan received the Excess Deferred Compensation;

                             (2) the Participant shall designate the
                      distribution as Excess Deferred Compensation; and

                             (3) the Plan must designate the distribution as a
                      distribution of Excess Deferred Compensation.

                      Any distribution made pursuant to this Section 4.2(g)
               shall be made first from unmatched Deferred Compensation and,
               thereafter, from Deferred Compensation which is matched. Matching
               contributions which relate to such Deferred Compensation shall be
               forfeited.

        4. Effective as of the date this Fourth Amendment is executed, Section
4.5(i) is hereby amended in its entirety to read as follows:

                      (i) As of each Anniversary Date any amounts which became
               Forfeitures since the last Anniversary Date shall first be made
               available to reinstate previously forfeited account balances of
               Former Participants, if any, in accordance with Section 7.4(d).
               The remaining Forfeitures, if any, shall be used to reduce the
               contribution of the Employer hereunder for the Plan Year in which
               such Forfeitures occur and/or to satisfy expenses of
               administration pursuant to Section 2.10.

        5. Effective as of the date this Fourth Amendment is executed, Section
4.7(a)(3)(ii) is hereby amended in its entirety to read as follows:

                                    (ii) shall be made first from unmatched
                             Deferred Compensation and, thereafter, from
                             Deferred Compensation which

                                       2
<PAGE>   3

                             is matched. Matching contributions which relate to
                             such Deferred Compensation shall be forfeited;

        6. Effective as of the date this Fourth Amendment is executed, the first
paragraph of Section 4.9(a) is hereby amended in its entirety to read as
follows:

                      (a) In the event that the "Actual Contribution Percentage"
               for the Highly Compensated Participant group exceeds the "Actual
               Contribution Percentage" for the Non-Highly Compensated
               Participant group pursuant to Section 4.8(a), the Administrator
               (on or before the fifteenth day of the third month following the
               end of the Plan Year, but in no event later than the close of the
               following Plan Year) shall direct the Trustee to distribute to
               the Highly Compensated Participant having the highest actual
               contribution ratio his Excess Aggregate Contributions (and income
               allocable to such contributions) until either one of the tests
               set forth in Section 4.8(a) is satisfied, or until his actual
               contribution ratio equals the actual contribution ratio of the
               Highly Compensated Participant having the second highest actual
               contribution ratio. This process shall continue until one of the
               tests set forth in Section 4.8(a) is satisfied. The distribution
               of Excess Aggregate Contributions shall be made first from
               Employee contributions and, thereafter, from Employer
               contributions. Matching contributions which relate to such
               Employee contributions shall be forfeited.

        7. Effective as of April 1, 1997, Section 7.4(a) is hereby amended in
its entirety to read as follows:

                      (a) On or before the Anniversary Date coinciding with or
               subsequent to the termination of a Participant's employment for
               any reason other than death, Total and Permanent Disability or
               retirement, the Administrator may direct the Trustee to segregate
               the amount of the Vested portion of such Terminated Participant's
               Account and invest the aggregate amount thereof in a separate,
               federally insured savings account, certificate of deposit, common
               or collective trust fund of a bank or a deferred annuity. In the
               event the Vested portion of a Participant's Account is not
               segregated, the amount shall remain in a separate account for the
               Terminated Participant and share in allocations per Section 4.5
               until such time as a distribution is made to the Terminated
               Participant. The amount of the Terminated Participant's Account
               which is not Vested shall be credited to the Suspense Account
               (which will always share in gains and losses of the trust) and
               shall, subsequently, be allocated to the accounts of the
               remaining Participants in accordance with the terms of the Plan
               at such time as the amount becomes a Forfeiture.

                      If a portion of a Participant's Account is forfeited,
               Company Stock allocated to such account must be forfeited only
               after the Other Investment Account has been depleted. If interest
               in more than one class of Company Stock has been allocated to a
               Participant's Account, the Participant must be treated as
               forfeiting the same proportion of each such class.

                                       3
<PAGE>   4

                      Distribution of the funds due to a Terminated Participant
               shall be made on the occurrence of an event which would result in
               the distribution had the Terminated Participant remained in the
               employ of the Employer (upon the Participant's death, Total and
               Permanent Disability, Early or Normal Retirement). However, at
               the election of the Participant, the Administrator shall direct
               the Trustee to cause the entire Vested portion of the Terminated
               Participant's Account to be payable to such Terminated
               Participant. Distribution to a Participant shall not include any
               Company Stock acquired after December 31, 1986 with the proceeds
               of an Exempt Loan until the close of the Plan Year in which such
               loan is repaid in full. Any distribution under this paragraph
               shall be made in a manner which is consistent with and satisfies
               the provisions of Sections 7.5 and 7.6, including, but not
               limited to, all notice and consent requirements of Code Section
               411(a)(11) and the Regulations thereunder.

                      If the value of a Terminated Participant's Vested benefit
               derived from Employer and Employee contributions does not exceed
               $3,500 and has never exceeded $3,500 at the time of any prior
               distribution, the Administrator shall direct the Trustee to cause
               the entire Vested benefit to be paid to such Participant in a
               single lump sum. Effective July 1, 1998, if the value of a
               Terminated Participant's Vested benefit derived from Employer and
               Employee contributions does not exceed $5,000 and has never
               exceeded $5,000 at the time of any prior distribution, the
               Administrator shall direct the Trustee to cause the entire Vested
               benefit to be paid to such Participant in a single lump sum.

                      Terminated Participants who are under the age of
               fifty-five (55) at the time of termination may elect distribution
               of all or part of the Vested portion of their Participant's
               Account. The distribution will be made as soon as
               administratively possible after the end of the calendar quarter
               of termination.

        8. Effective as of July 1, 1998, Section 7.5(c) is hereby amended in its
entirety to read as follows:

                      (c) The distribution of a Participant's benefits may not
               commence prior to the later of the Participant's Normal
               Retirement Age or age 62 if the Vested portion of the
               Participant's Account exceeds or has ever exceeded $5,000 at the
               time of any prior distribution, unless the distribution is
               consented to in writing by the Participant and his spouse or, if
               the Participant is deceased, the Participant's surviving spouse.
               With regard to this required consent:

                             (1) The Participant must be informed of his right
                      to defer receipt of the distribution. If a Participant
                      fails to consent, it shall be deemed an election to defer
                      the distribution of any benefit. However, any election to
                      defer the receipt of benefits shall not apply with respect
                      to distributions which are required under Section 7.5(e).

                             (2) Notice of the rights specified under this
                      paragraph shall be provided no less than 30 days and no
                      more than 90 days before the first

                                       4
<PAGE>   5

                      day on which all events have occurred which entitle the
                      Participant to such benefit.

                             (3) Written consent of the Participant to the
                      distribution must not be made before the Participant
                      receives the notice and must not be made more than 90 days
                      before the first day on which all events have occurred
                      which entitle the Participant to such benefit.

                             (4) No consent shall be valid if a significant
                      detriment is imposed under the Plan on any Participant who
                      does not consent to the distribution.

        9. Effective as of January 1, 1997, Section 7.5(e) is hereby amended in
its entirety to read as follows:

                      (e) Notwithstanding any provision in the Plan to the
               contrary, the distribution of a Participant's benefits shall be
               made in accordance with the following requirements and shall
               otherwise comply with Code Section 401(a)(9) and the Regulations
               thereunder (including Regulation Section 1.401(a)(9)-2), the
               provisions of which are incorporated herein by reference:

                             (1) A Participant's benefits shall be distributed
                      to him not later than April 1st of the calendar year
                      following the calendar year in which the Participant
                      attains age 702 if such Participant attains age 702 prior
                      to January 1, 1999. With respect to a Participant who
                      attains age 702 on or after January 1, 1999, such
                      Participant's benefits shall be distributed to him not
                      later than the April 1st of the calendar year following
                      the later of (i) the calendar year in which the
                      Participant attains age 702 or (ii) the calendar year in
                      which the Participant retires, provided, however, that
                      this clause (ii) shall not apply in the case of a
                      Participant who is a "five (5) percent owner" with respect
                      to the Plan Year ending in the calendar year in which he
                      attains age 702. Alternatively, distributions to a
                      Participant must begin no later than the applicable April
                      1st as determined under the preceding sentences and must
                      be made over the life expectancy of the Participant (or
                      the life expectancies of the Participant and his
                      designated Beneficiary) in accordance with Regulations.

                             (2) Distributions to a Participant and his
                      Beneficiaries shall only be made in accordance with the
                      incidental death benefit requirements of Code Section
                      401(a)(9)(G) and the Regulations thereunder.

                                       5
<PAGE>   6

        IN WITNESS WHEREOF, the Employer has executed this Fourth Amendment to
the Randalls Food Markets, Inc. ESOP/401(k) Savings Plan on this 22nd day of
June, 1998.

                                        RANDALLS FOOD MARKETS, INC.



                                        By: /s/ Janice R. Schilmoeller
                                            ____________________________________

                                        Name: JANICE R. SCHILMOELLER
                                              __________________________________

                                        Title: Vice President of Risk Management
                                               _________________________________


                                       6

<PAGE>   1

                                                                     EXHIBIT 4.6

     DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR UNION EMPLOYEES

                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.




<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I.    DEFINITIONS.....................................................1

ARTICLE II.   SERVICE .......................................................14

ARTICLE III.  ELIGIBILITY, ENROLLMENT AND PARTICIPATION......................18

ARTICLE IV.   CONTRIBUTIONS..................................................20

ARTICLE V.    LIMITATIONS ON ALLOCATIONS.....................................28

ARTICLE VI.   DISTRIBUTION OF BENEFITS.......................................36

ARTICLE VII.  RETIREMENT BENEFITS............................................46

ARTICLE VIII. JOINT AND SURVIVOR ANNUITY REQUIREMENTS........................47

ARTICLE IX.   TERMINATION OF EMPLOYMENT......................................53

ARTICLE X.    WITHDRAWALS....................................................55

ARTICLE XI.   FIDUCIARY DUTIES AND RESPONSIBILITIES..........................60

ARTICLE XII.  THE ADMINISTRATOR..............................................61

ARTICLE XIII. PARTICIPANTS' RIGHTS...........................................64

ARTICLE XIV.  AMENDMENT OR TERMINATION OF THE PLAN...........................67

ARTICLE XV.   SUBSTITUTION OF PLANS..........................................70

ARTICLE XVI.  MISCELLANEOUS..................................................71
</TABLE>



                                       i

<PAGE>   3

                                   ARTICLE I.
                                   DEFINITIONS

1.1     ACCRUED BENEFIT. The term Accrued Benefit means the value on any
        applicable date of the Participant's Account.

1.2     ACTIVE PARTICIPANT. The term Active Participant means any Participant
        who (a) performs duties as an Employee for the Employer, and (b) is not
        an Inactive Participant.

1.3     ACTUAL DEFERRAL PERCENTAGE. The term Actual Deferral Percentage means
        the average of the Actual Deferral Ratios of a specified group, computed
        to the nearest one-hundredth of one percent.

1.4     ACTUAL DEFERRAL PERCENTAGE TEST.

        (A)     For each Plan Year, the Plan shall satisfy the Actual Deferral
                Percentage Test described in section 401(k)(3) and the
                regulations thereunder, which are herein incorporated by
                reference.

                The Plan satisfies the Actual Deferral Percentage Test for a
                Plan Year only if:

                (1)     The Actual Deferral Percentage for the group of eligible
                        Highly Compensated Employees is not more than the Actual
                        Deferral Percentage for the group of all other eligible
                        Employees multiplied by 1.25; or

                (2)     The excess of the Actual Deferral Percentage for the
                        group of eligible Highly Compensated Employees over the
                        Actual Deferral Percentage for the group of all other
                        eligible Employees is not more than two percentage
                        points, and the Actual Deferral Percentage for the group
                        of eligible Highly Compensated Employees is not more
                        than the Actual Deferral Percentage for the group of all
                        other eligible Employees multiplied by two.

        (B)     Special Rules.

                (1)     For purposes of determining the Actual Deferral
                        Percentage Test, Elective Deferral Contributions,
                        Qualified Nonelective Contributions, and Qualified
                        Matching Contributions must be allocated to the
                        Employee's Account as of a date within the Plan Year
                        being tested and must be made before the last day of the
                        twelve-month period immediately following the Plan Year
                        to which such contributions relate.

                (2)     The Excess Deferrals of a Highly Compensated Employee
                        shall be taken into account for purposes of the Actual
                        Deferral Percentage Test. Conversely, the Excess
                        Deferrals of an Employee who is a Nonhighly Compensated
                        Employee shall not be taken into account for purposes of
                        the Actual Deferral Percentage Test.



<PAGE>   4

               (3)    The Employer shall maintain records sufficient to
                      demonstrate satisfaction of the Actual Deferral Percentage
                      Test, including the extent to which Qualified Nonelective
                      Contributions and Qualified Matching Contributions are
                      taken into account.

1.5     ACTUAL DEFERRAL RATIO.

        (A)     An Employee's Actual Deferral Ratio for the Plan Year is the sum
                of the Employee's Deferral Percentage Amounts allocated to the
                Employee's Account for the Plan Year (including any amounts
                required to be taken into account under subparagraphs (B)(1)
                and (B)(2) of this section), divided by the Employee's
                Compensation taken into account for the Plan Year. If an
                eligible Employee makes no Elective Deferral Contributions, and
                no Qualified Matching Contributions or Qualified Nonelective
                Contributions are taken into account with respect to the
                Employee, the Actual Deferral Ratio of the Employee is zero.

        (B)     Special Rules.

                (1)     In the event that this Plan is aggregated with one or
                        more plans for purposes of section 410(b) of the Code
                        (other than for purposes of the average benefit
                        percentage test), or if one or more other plans satisfy
                        the requirements of section 410(b) of the Code (other
                        than the average benefit percentage test) only if
                        aggregated with this Plan, then this section shall be
                        applied by determining the Actual Deferral Ratio of
                        Employees as if all such plans were a single plan. Plans
                        may be aggregated only if they have the same Plan Year.

                (2)     The Actual Deferral Ratio of a Highly Compensated
                        Employee who is eligible to participate in more than one
                        cash or deferred arrangement (as described in section
                        401(k) of the Code) of the same Employer shall be
                        calculated by treating all the cash or deferred
                        arrangements in which the Employee is eligible to
                        participate as one arrangement. If the cash or deferred
                        arrangements that are treated as a single arrangement
                        under the preceding sentence are parts of plans that
                        have different Plan Years, the cash or deferred
                        arrangements are treated as a single arrangement with
                        respect to the Plan Years ending with or within the same
                        calendar year. However, plans that are not permitted to
                        be aggregated under Treasury Regulation section
                        1.401(k)-l(b)(3)(ii)(B) are not aggregated for purposes
                        of this section.

                (3)     For purposes of determining the Actual Deferral Ratio of
                        a Participant who is a 5 percent owner or one of the 10
                        most Highly Compensated Employees, the Deferral
                        Percentage Amounts and Compensation of such Participant
                        shall include the Deferral Percentage Amounts (including
                        any amounts required to be taken into account under
                        subparagraphs (B)(1) and



                                       2
<PAGE>   5

                        (B)(2) of this section) and Compensation for the Plan
                        Year of Family Members.

                        If an Employee is required to be aggregated as a member
                        of more than one family group under the Plan, all
                        eligible Employees who are members of those family
                        groups that include that Employee are aggregated as one
                        family group.

                        Family Members, with respect to such Highly Compensated
                        Employees, shall be disregarded as separate Employees in
                        determining the Actual Deferral Percentage both for
                        Participants who are Non-highly Compensated Employees
                        and for Participants who are Highly Compensated
                        Employees.

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

1.6     ANNUITY. The term Annuity means a series of payments made over a
        specified period of time which, for a fixed annuity are, of equal,
        specified amounts, and for a variable annuity increase or decrease to
        reflect changes in investment performance of the underlying portfolio.

1.7     ANNUITY STARTING DATE. The term Annuity Starting Date means the first
        day of the first period for which an amount is payable as an Annuity. In
        the case of a benefit not payable in the form of an Annuity, the term
        Annuity Starting Date means the first day on which all events have
        occurred which entitle the Participant to such benefit.

1.8     BENEFICIARY. The Participant's Spouse is the designated Beneficiary of
        the Participant's entire Vested Interest. However, each Participant
        shall have the right to designate another Beneficiary and to specify the
        form of death benefit the Beneficiary is to receive, subject to the
        requirements of the "Qualified Election" provisions of Article VIII,
        Joint and Survivor Annuity Requirements. The Participant may change the
        Beneficiary and/or the form of death benefit at any time, subject to the
        requirements of the "Qualified Election" provisions of Article VIII,
        Joint and Survivor Annuity Requirements.

        If any distribution hereunder is made to a Beneficiary in the form of an
        Annuity, and if such Annuity provides for a death benefit then such
        Beneficiary shall also have the right to designate a Beneficiary and to
        change that Beneficiary from time to time. As an alternative to
        receiving the benefit in the form of an Annuity, the Beneficiary may
        elect to receive a single cash payment or any other form of payment
        provided for in the Plan.

        If a Beneficiary has not been designated, or if a Beneficiary
        designation or change of Beneficiary designation does not meet the
        requirements of the "Qualified Election" provisions of Article VIII,
        Joint and Survivor Annuity Requirements, (including any



                                       3
<PAGE>   6

        designation made prior to August 23, 1984 by a married Participant who
        has an Hour of Service on or after August 23, 1984), or if no designated
        Beneficiary survives the Participant, the Participant's entire Vested
        Interest shall be distributed to the Participant's Spouse, if living;
        otherwise in equal shares to any surviving children of the Participant.
        In the event none of the above named individuals survives the
        Participant, the Participant's entire Vested Interest shall be paid to
        the executor or administrator of the Participant's estate.

1.9     BOARD OF DIRECTORS. The term Board of Directors means the Employer's
        board of directors or other comparable governing body.

1.10    CODE. The term Code means the Internal Revenue Code of 1986, as amended
        from time to time.

1.11    COLLECTIVE BARGAINING AGREEMENT. The term Collective Bargaining
        Agreement means the collective bargaining contract(s) in force and
        effect between the Union and the Employer which provides for payments to
        be made to this Plan, together with any modifications or amendments
        thereto or extensions thereof.

1.12    COMPENSATION.

        (A)     Except as otherwise provided in the Plan, the term Compensation
                means wages within the meaning of section 3401(a) of the Code
                for the purposes of income tax withholding at the source but
                determined without regard to any rules that limit the
                remuneration included in wages based on the nature or location
                of the employment or the services performed (such as the
                exception for agricultural labor in section 3401(a)(2) of the
                Code).

                Notwithstanding the foregoing, Compensation shall be reduced by
                all of the following items (even if includible in gross income):
                reimbursements or other expense allowances, fringe benefits
                (cash and noncash), moving expenses, deferred compensation, and
                welfare benefits.

        (B)     Compensation shall include only that Compensation which is
                actually paid to the Participant during the determination
                period. Except as provided elsewhere in the Plan, the
                determination period shall be the Plan Year.

        (C)     Compensation shall include any amount which is contributed by
                the Employer pursuant to a salary reduction agreement and which
                is not includible in the gross income of the employee under
                sections 125, 402(e)(3), 402(h), or 403(b) of the Code;
                Compensation deferred under an eligible deferred compensation
                plan within the meaning of section 457(d) of the Code; and
                employee contributions described in section 414(h)(2) of the
                Code that are picked up by the employing unit and, thus, are
                treated as employer contributions.



                                       4
<PAGE>   7

        (D)     The annual Compensation of each Participant taken into account
                for determining all benefits provided under the Plan for any
                determination period shall not exceed $200,000. This limitation
                shall be adjusted by the Secretary of the Treasury at the time
                and in the same manner as under section 415(d) of the Code,
                except that the dollar increase in effect on January 1 of any
                calendar year is effective for determination periods beginning
                in such calendar year and the first adjustment to the $200,000
                limitation is effected on January 1, 1990. If the period for
                determining Compensation used in calculating an Employee's
                allocation for a determination period is a short Plan Year
                (i.e., shorter than 12 months), the annual Compensation limit is
                an amount equal to the otherwise applicable annual Compensation
                limit multiplied by a fraction, the numerator of which is the
                number of months in the short Plan Year, and the denominator of
                which is 12.

                In determining the Compensation of a Participant for purposes of
                this limitation, the rules of section 414(q)(6) of the Code
                shall apply, except in applying such rules, the term "family"
                shall include only the Spouse of the Participant and any lineal
                descendants of the Participant who have not attained age 19
                before the close of the year. If, as a result of the application
                of such rules, the adjusted $200,000 limitation is exceeded,
                then either the limitation shall be prorated among the affected
                individuals in proportion to each such individual's Compensation
                as determined under this section prior to the application of
                this limitation, or the limitation shall be allocated among the
                affected individuals in an objective and nondiscriminatory
                manner based on a reasonable, good faith interpretation of
                section 401(a)(17) of the Code. The method chosen in the
                preceding sentence shall be uniformly applied to all affected
                individuals in a Plan Year and shall be applied consistently
                from year to year.

                If Compensation for any prior determination period is taken into
                account in determining an Employee's allocations or benefits for
                the current determination period, the Compensation for such
                prior determination period is subject to the applicable annual
                Compensation limit in effect for that prior year. For this
                purpose, for years beginning before January 1, 1990, the
                applicable annual Compensation limit is $200,000.

        (E)     In addition to other applicable limitations set forth in the
                Plan, and notwithstanding any other provision of the Plan to the
                contrary, for Plan Years beginning on or after January 1, 1994,
                the annual Compensation of each Employee taken into account
                under the Plan shall not exceed the OBRA `93 annual Compensation
                limit. The OBRA `93 annual Compensation limit is $150,000, as
                adjusted by the Commissioner for increases in the cost of living
                in accordance with section 401(a)(17)(B) of the Code. The
                cost-of-living adjustment in effect for a calendar year applies
                to any period, not exceeding 12 months, over which Compensation
                is determined (determination period) beginning in such calendar
                year. If a determination period consists of fewer than 12
                months, the OBRA `93 annual Compensation limit will be
                multiplied by a fraction, the



                                       5
<PAGE>   8

                numerator of which is the number of months in the determination
                period, and the denominator of which is 12. For Plan Years
                beginning on or after January 1, 1994, any reference in this
                Plan to the limitation under section 401(a)(17) of the Code
                shall mean the OBRA `93 annual Compensation limit set forth in
                this provision. If Compensation for any prior determination
                period is taken into account in determining an employee's
                benefits accruing in the current Plan Year, the Compensation for
                that prior determination period is subject to the OBRA `93
                annual Compensation limit in effect for that prior determination
                period. For this purpose, for determination periods beginning
                before the first day of the first Plan Year beginning on or
                after January 1, 1994, the OBRA `93 annual Compensation limit is
                $150,000.

1.13    CONSIDERED NET PROFITS. The term Considered Net Profits means the entire
        amount of the accumulated or current operating profits (excluding
        capital gains from the sale or involuntary conversion of capital or
        business assets) of the Employer after all expenses and charges other
        than (i) the contributions made by the Employer to the Plan, and (ii)
        federal or state or local taxes based upon or measured by income, as
        determined by the Employer, either on an estimated basis or a final
        basis, in accordance with the generally accepted accounting principles
        used by the Employer. When the amount of Considered Net Profits has been
        determined by the Employer, and the contributions are made by the
        Employer on the basis of such determination, for any Plan Year, such
        determination and contribution shall be final and conclusive and shall
        not be subject to change because of any adjustments in income or expense
        which may be required by the Internal Revenue Service or otherwise. Such
        determination and contribution shall not be open to question by any
        Participant either before or after the contributions by the Employer
        have been made.

1.14    CONTRIBUTION PERIOD. The term Contribution Period means that regular
        period specified by the Employer in Article IV for which contributions
        shall be made.

1.15    DEFERRAL PERCENTAGE AMOUNTS. The term Deferral Percentage Amounts means
        an Employee's Elective Deferral Contributions for the Plan Year. The
        term Deferral Percentage Amounts also includes Qualified Nonelective
        Contributions and Qualified Matching Contributions treated as Elective
        Deferral Contributions and taken into account in determining the
        Employee's Actual Deferral Ratio for the Plan Year.

1.16    DISABILITY. The term Disability means a Participant's incapacity to
        engage in any substantial gainful activity because of a medically
        determinable physical or mental impairment which can be expected to
        result in death, or to be of long, continued and indefinite duration.
        Such determination of Disability shall be made by the Administrator with
        the advice of competent medical authority. All Participants in similar
        circumstances will be treated alike.



                                       6
<PAGE>   9

1.17    DISABILITY RETIREMENT DATE. The term Disability Retirement Date means
        the first day of the month after the Plan Administrator has determined
        that a Participant's incapacity is a Disability.

1.18    EFFECTIVE DATE. The term Effective Date means January 1, 1993.

1.19    ELECTIVE DEFERRAL CONTRIBUTION. The term Elective Deferral Contribution
        means any Employer Contribution made to the Plan at the election of the
        Participant, in lieu of cash compensation, and includes contributions
        made pursuant to a Salary Deferral Agreement or other deferral
        mechanism.

        Solely for purposes of the dollar limitation specified in section 402(g)
        of the Code, with respect to any taxable year, a Participant's Elective
        Deferral Contributions are the sum of all employer contributions made on
        behalf of such Participant pursuant to an election to defer under any
        qualified cash or deferred arrangement as described in section 401(k) of
        the Code, any simplified employee pension cash or deferred arrangement
        described in section 402(h)(1)(B) of the Code, any plan as described
        under section 501(c)(18) of the Code, and any employer contributions
        made on behalf of a Participant for the purchase of a tax sheltered
        annuity contract under section 403(b) of the Code pursuant to a salary
        reduction agreement.

        The term Elective Deferral Contribution shall not include any deferrals
        properly distributed as excess annual additions.

1.20    EMPLOYEE. The term Employee means an individual who performs services
        for the Employer and who is either a common law employee of the Employer
        or a self-employed individual/owner employee treated as an Employee
        pursuant to Code section 401(c)(1). The term Employee also includes a
        Leased Employee who is treated as an Employee of the Employer-recipient
        pursuant to the provisions of Code section 414(n) or 414(o). For
        purposes of determining the Highly Compensated Employees, the Employer
        may elect, on a reasonable and consistent basis, to treat such Leased
        Employees covered by a plan described in Code section 414(n)(5) as
        Employees.

1.21    EMPLOYEE CONTRIBUTIONS. The term Employee Contributions means any
        contributions to the Plan or any other plan that are designated or
        treated at the time of contribution as after-tax Employee Contributions
        and are allocated to a separate account to which the attributable
        earnings and losses are allocated. Such term includes Employee
        Contributions applied to the purchase of life insurance policies.

        Such term does not include repayment of loans or buy-back of benefits
        described in code section (411)(a)(7)(c) or employee contributions
        transferred to this Plan.

1.22    EMPLOYER. The term Employer means Dominick's Finer Foods, Inc.,
        Supermarket Training Systems, Inc. and any successor organization to
        such Employer which elects to continue the Plan. In the case of a group
        of employers which constitutes a controlled group of corporations (as
        defined in Code section 414(b)), or which constitutes trades or



                                       7
<PAGE>   10

        businesses (whether or not incorporated) which are under common control
        (as defined in Code section 414(c)), or which constitutes an affiliated
        service group (as defined in Code section 414(m)), all such employers
        shall be considered a single employer for purposes of participation,
        vesting and determination of Highly Compensated Employees.

1.23    EMPLOYER CONTRIBUTION. The term Employer Contribution means any
        contribution made to the Plan by the Employer on behalf of a
        Participant, other than an Employee Contribution or Rollover
        Contribution.

1.24    ENTRY DATE. The term Entry Date means either the Effective Date or the
        first day of the month thereafter when an Employee who has fulfilled the
        eligibility requirements commences participation in the Plan.

        Any Employee who has satisfied the maximum eligibility requirements
        permissible under ERISA, shall be eligible to commence participation in
        this Plan no later than the earlier of (A) or (B) below, as applicable,
        provided that the Employee has not separated from the Service of the
        Employer:

        (A)     The first day of the first Plan Year beginning after the date on
                which the Employee satisfied such requirements; or

        (B)     The date six months after the date on which the Employee
                satisfied such requirements.

        If an Employee is not in the active Service of the Employer as of his
        initial Entry Date, his subsequent Entry Date shall be the date he
        returns to the active Service of the Employer, provided he still meets
        the eligibility requirements. If an Employee does not enroll as a
        Participant as of his initial Entry Date, his subsequent Entry Date
        shall be the applicable Entry Date as specified above when the Employee
        actually enrolls as a Participant.

1.25    ERISA. The term ERISA means the Employee Retirement Income Security Act
        of 1974 (PL 93-406) as it may be amended from time to time, and any
        regulations issued pursuant thereto as such Act and such regulations
        affect this Plan and Trust.

1.26    EXCESS CONTRIBUTION.

        (A)     The term Excess Contribution means, with respect to a Plan Year,
                the excess of Deferral Percentage Amounts made on behalf of
                eligible Highly Compensated Employees for the Plan Year
                (including any amounts required to be taken into account under
                subparagraphs (B)(1) and (B)(2) of Section 1.8 of the Plan)
                over the maximum amount of such contributions permitted under
                the Actual Deferral Percentage Test for the Plan Year. The
                amount of Excess Contributions for each Highly Compensated
                Employee is determined by using the method described in
                paragraph (B) of this section.



                                       8
<PAGE>   11

        (B)     The amount of Excess Contributions for a Highly Compensated
                Employee for a Plan Year is the amount (if any) by which the
                Employee's Elective Deferral Contributions must be reduced for
                the Employee's Actual Deferral Ratio to equal the highest
                permitted Actual Deferral Ratio under the Plan.

                To calculate the highest permitted Actual Deferral Ratio under
                the Plan, the Actual Deferral Ratio of the Highly Compensated
                Employee with the highest Actual Deferral Ratio is reduced by
                the amount required to cause the Employee's Actual Deferral
                Ratio to equal the ratio of the Highly Compensated Employee with
                the next highest Actual Deferral Ratio. If a lesser reduction
                would enable the arrangement to satisfy the Actual Deferral
                Percentage Test, only this lesser reduction shall be made. This
                process shall be repeated until the cash or deferred arrangement
                satisfies the Actual Deferral Percentage Test. The highest
                Actual Deferral Ratio remaining under the Plan after leveling is
                the highest permitted Actual Deferral Ratio.

1.27    EXCESS DEFERRALS. The term Excess Deferrals means those Elective
        Deferral Contributions that are includible in a Participant's gross
        income under section 402(g) of the Code to the extent such Participant's
        Elective Deferral Contributions for a taxable year exceed the dollar
        limitation under such Code section.

1.28    FAIL-SAFE CONTRIBUTION. The term Fail-Safe Contribution means a
        Nonelective Contribution, designated by the Employer at the time of
        contribution as a Qualified Nonelective Contribution, which is
        contributed to the Plan solely for the purposes of satisfying the Actual
        Contribution Percentage Test and is made in accordance with the
        provisions of Article IV of this Plan.

1.29    FAMILY MEMBER. The term Family Member means, with respect to any
        Employee, such Employee's Spouse and lineal ascendants and descendants
        and the spouses of such lineal ascendants and descendants.

1.30    FIDUCIARY. The term Fiduciary means any, or all, of the following, as
        applicable:

        (A)     Any Person who exercises any discretionary authority or control
                respecting the management of the Plan or its assets; or

        (B)     Any Person who renders investment advice for a fee or other
                compensation, direct or indirect, respecting any monies or other
                property of the Plan or has authority or responsibility to do
                so; or

        (C)     Any Person who has discretionary authority or responsibility in
                the administration of the Plan; or

        (D)     Any Person who has been designated by a Named Fiduciary pursuant
                to authority granted by the Plan, who acts to carry out a
                fiduciary responsibility, subject to any exceptions granted
                directly or indirectly by ERISA.



                                       9
<PAGE>   12

1.31    FORFEITURE. The term Forfeiture means the amount, if any, by which the
        value of a Participant's Account exceeds his Vested Interest following
        such Participant's Termination of Employment, and at the time specified
        in Section 9.1.

1.32    INACTIVE PARTICIPANT. The term Inactive Participant means any
        Participant who does not currently meet the requirements to be an Active
        Participant due to a suspension of the performance of duties for the
        Employer.

        In addition, a Participant who ceases to meet the eligibility
        requirements in accordance with Section 3.1 shall be considered an
        Inactive Participant.

1.33    INSTALLMENT REFUND ANNUITY. The term Installment Refund Annuity means an
        annuity which provides fixed monthly payments for a period certain of
        not less than three nor more than 15 years. If the Participant dies
        before the period certain expires, the annuity will be paid to the
        Participant's Beneficiary for the remainder of the period certain. The
        period certain shall be chosen by the Participant at the time the
        annuity is purchased, and the Installment Refund Annuity will be the
        amount of benefit which can be purchased with the Participant's Vested
        Interest. The Installment Refund Annuity is not a life annuity and in no
        event shall the period certain extend to a period which equals or
        exceeds the life expectancy of the Participant.

1.34    JOINT AND SURVIVOR ANNUITY. The term Joint and Survivor Annuity means an
        Annuity for the life of the Participant with a survivor Annuity for the
        life of the Participant's Spouse which is not less than one-half, nor
        greater than, the amount of the Annuity payable during the joint lives
        of the Participant and the Participant's Spouse. The Joint and Survivor
        Annuity will be the amount of benefit which can be purchased with the
        Participant's vested account balance. In the case of an unmarried
        Participant, Joint and Survivor Annuity means an Annuity payable over
        the Participant's life.

1.35    LATE RETIREMENT DATE. The term Late Retirement Date means the first day
        of the month coinciding with or next following the date a Participant is
        separated from Service with the Employer after his Normal Retirement
        Age, for any reason other than death.

1.36    LEASED EMPLOYEE. The term Leased Employee means any person (other than
        an Employee of the recipient) who, pursuant to an agreement between the
        recipient and any other person ("leasing organization"), has performed
        services for the recipient (or for the Employer and related persons
        determined in accordance with Code section 414(n)(6)) on a substantially
        full-time basis for a period of at least one year, and such services are
        of a type historically performed by employees in the business field of
        the recipient Employer.

1.37    NAMED FIDUCIARY. The term Named Fiduciary means the Plan Administrator,
        the Trustee and any other Fiduciary designated in writing by the
        Employer, and any successor thereto.

1.38    NONELECTIVE CONTRIBUTIONS. The term Nonelective Contributions means
        contributions made by the Employer (other than Matching Contributions)
        that the



                                       10
<PAGE>   13

        Participant may not elect to have paid in cash or other benefits instead
        of being contributed to the Plan.

1.39    NONHIGHLY COMPENSATED EMPLOYEE. The term Nonhighly Compensated Employee
        means an Employee who is not a Highly Compensated Employee.

1.40    NORMAL RETIREMENT AGE. The term Normal Retirement Age means the date the
        Participant attains age 55.

1.41    NORMAL RETIREMENT DATE. The term Normal Retirement Date means the first
        day of the month coinciding with or next following the date a
        Participant attains his Normal Retirement Age.

1.42    PARTICIPANT. The term Participant means any Employee of the Employer,
        who is or becomes eligible to participate under this Plan in accordance
        with its provisions and shall include an Active Participant and an
        Inactive Participant.

1.43    PARTICIPANT'S ACCOUNT. The term Participant's Account means the sum of
        the following sub-accounts held on behalf of each Participant:

        -       Elective Deferral Contributions, if any, and earnings thereon.

        -       Prior Employer Contributions, if any, and earnings thereon.

        -       Prior Employee Contributions, if any, and earnings thereon.

        -       Rollover Contributions, if any, and earnings thereon.

        A Participant's Account shall be invested in accordance with the rules
        established by the Plan Administrator, which shall be applied in a
        consistent and nondiscriminatory manner.

1.44    PERSON. The term Person means any natural person, partnership,
        corporation, trust or estate.

1.45    PLAN. The term Plan means Dominick's Finer Foods, Inc. 401(k) Retirement
        Plan for Union Employees, the terms of which are set forth herein as it
        may be amended from time to time.

1.46    PLAN ADMINISTRATOR. The terms Plan Administrator and Administrator are
        used interchangeably throughout the Plan and shall mean the Employer.

1.47    PLAN YEAR. The term Plan Year means the 12-month period commencing on
        January 1 and ending on the following December 31.

1.48    PRIOR EMPLOYEE CONTRIBUTIONS. The term Prior Employee Contributions
        means Employee Contributions that were made prior to January 1, 1993.
        Prior Employee Contributions shall be considered to be Employee
        Contributions for purposes of



                                       11
<PAGE>   14

        determining a Participant's Vested Interest, pursuant to Article 1. In
        addition, Prior Employee Contributions shall also be considered to be
        Employee Contributions for the purposes of determining the Actual
        Contribution Ratio pursuant to Article I and Annual Additions pursuant
        to Article V.

1.49    PRIOR EMPLOYER CONTRIBUTIONS. The term Prior Employer Contributions
        means employer contributions that were made prior to the Effective Date
        of this Plan.

1.50    ROLLOVER CONTRIBUTION. The term Rollover Contribution means an amount
        representing all or part of a distribution from a pension or
        profit-sharing plan meeting the requirements of Code section 401(a) that
        is eligible for rollover to this Plan in accordance with the
        requirements set forth in Code section 402 or Code section 408(d)(3),
        whichever is applicable.

1.51    SALARY DEFERRAL AGREEMENT. The term Salary Deferral Agreement means an
        agreement between a Participant and the Employer to defer the
        Participant's Compensation for the purpose of making Elective Deferral
        Contributions to the Plan.

1.52    TERMINATION OF EMPLOYMENT. The term Termination of Employment means a
        severance of the Employer-Employee relationship which occurs prior to a
        Participant's Normal Retirement Age for any reason other than Disability
        or death.

1.53    TRUST. The term Trust means the trust agreement entered into by the
        Employer, the Administrator and the Trustee.

1.54    TRUSTEE. The term Trustee means one or more persons collectively
        appointed and acting under the trust agreement, and any successor
        thereto.

1.55    UNION. The term Union means an eligible Union or Local that has
        collectively bargained for participation in this plan.

1.56    VESTED INTEREST. The term Vested Interest on any date means the
        nonforfeitable right to an immediate or deferred benefit in the amount
        which is equal to the following:

        (A)     the value on that date of that portion of the Participant's
                Account that is attributable to the following contributions:

                -       Elective Deferral Contributions, if any

                -       Employee Contributions, if any

                -       Rollover Contributions, if any

        (B)     plus the value on that date of that portion of the Participant's
                Account that is attributable to and derived from:

                -       Prior Employer Contributions, if any



                                       12
<PAGE>   15

                Such contributions pursuant to Subsection (B), plus the earnings
                thereon, shall be, at any relevant time, a part of the
                Participant's Vested Interest equal to an amount ("X")
                determined by the following formula:

                      X = P(AB + D) - D

                For the purposes of applying this formula:

                P  = The Participant's Vesting Percentage at the relevant time.

                AB = The account balance attributable to such contributions,
                     plus the earnings thereon, at the relevant time.

                D  = The amount of the distribution.

1.57    VESTING PERCENTAGE. The term Vesting Percentage means the percentage
        used to determine a Participant's Vested Interest in contributions made
        by the Employer, plus the earnings thereon, credited to his
        Participant's Account that are not 100% immediately vested. The Vesting
        Percentage for each Participant shall be determined in accordance with
        the following schedule based on Years of Service with the Employer.

<TABLE>
<CAPTION>
                Years of Service             Vesting Percentage
                ----------------             ------------------
<S>                                          <C>
                Less than 1                          0%
                1 but less than 2                   10%
                2 but less than 3                   20%
                3 but less than 4                   30%
                4 but less than 5                   40%
                5 but less than 6                   60%
                6 but less than 7                   80%
                7 or more                          100%
</TABLE>

        However, if an Active Participant dies prior to attaining his Normal
        Retirement Age, his Vesting Percentage shall be 100%.



                                       13
<PAGE>   16

                                   ARTICLE II.
                                     SERVICE

2.1     SERVICE. The term Service means active employment with the Employer as
        an Employee. For purposes of determining Service, employment with any
        company which is under common control with the Employer as specified in
        section 414 of the Internal Revenue Code shall be treated as employment
        with the Employer.

2.2     ABSENCE FROM EMPLOYMENT. Absence from employment on account of a leave
        of absence authorized by the Employer pursuant to the Employer's
        established leave policy will be counted as employment with the Employer
        provided that such leave of absence is of not more than two years'
        duration. Absence from employment on account of active duty with the
        Armed Forces of the United States will be counted as employment with the
        Employer. If the Employee does not return to active employment with the
        Employer, his Service will be deemed to have ceased on the date the
        Administrator receives notice that such Employee will not return to the
        active Service of the Employer. The Employer's leave policy shall be
        applied in a uniform and nondiscriminatory manner to all Participants
        under similar circumstances.

        FOR PURPOSES OF ELIGIBILITY, THE FOLLOWING PROVISIONS SHALL APPLY:

2.3     HOUR OF SERVICE. The term Hour of Service means a period of Service
        during which an Employee shall be credited with one Hour of Service as
        described in (A), (B), (C), and (D) below:

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

        (B)     Each hour for which an Employee is directly or indirectly paid,
                or entitled to payment, by the Employer for reasons (such as
                vacation, sickness or Disability) other than for the performance
                of duties. Hours under this Subsection shall be calculated and
                credited pursuant to section 2530.200b-2 of the Department of
                Labor Regulations which are incorporated herein by this
                reference; and

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

        (D)     Each hour for which an Employee is on an authorized unpaid leave
                (such as service with the Armed Forces, jury duty, educational
                leave). These hours shall be credited to the Employee for the
                computation period or periods in which such



                                       14
<PAGE>   17

                authorized leave takes place. However, no more than 501 hours
                shall be credited under this subparagraph (D).

        Hours of Service will be credited for employment with other members of
        an affiliated service group (under Internal Revenue Code section
        414(m)), a controlled group of corporations (under Internal Revenue Code
        section 414(b)), or a group of trades or businesses under common control
        (under Internal Revenue Code section 414(c)), of which the adopting
        employer is a member. Hours of Service will also be credited for any
        individual considered an Employee under Internal Revenue Code section
        414(n).

        Solely for purposes of determining whether a One-Year Break in Service,
        as defined in Section 2.4, for participation and vesting purposes has
        occurred in a computation period, an individual who is absent from work
        for maternity or paternity reasons shall receive credit for the Hours of
        Service which would otherwise have been credited to such individual but
        for such absence, or in any case in which such hours cannot be
        determined, eight Hours of Service per day of such absence. For purposes
        of this paragraph, an absence from work for maternity or paternity
        reasons means an absence (1) by reason of the pregnancy of the
        individual, (2) by reason of a birth of a child of the individual, (3)
        by reason of the placement of a child with the individual in connection
        with the adoption of such child by such individual or (4) for purposes
        of caring for such child for a period beginning immediately following
        such birth or placement. The Hours of Service credited under this
        paragraph shall be credited (1) in the computation period in which the
        absence begins if the crediting is necessary to prevent a Break in
        Service in that period, or (2) in all other cases, in the following
        computation period.

2.4     ONE-YEAR BREAK IN SERVICE. Except as provided below regarding
        eligibility, the term One-Year Break in Service means any Plan Year
        during which an Employee fails to complete more than 500 Hours of
        Service.

2.5     YEAR(S) OF SERVICE. The term Year(s) of Service means a
        12-consecutive-month period during which an Employee has completed at
        least 1,000 Hours of Service.

        For purposes of determining Years of Service and Breaks in Service for
        eligibility, the twelve-consecutive-month period shall begin with the
        date on which an Employee's employment commenced and, where additional
        periods are necessary, on succeeding anniversaries of his employment
        commencement date. The employment commencement date is the date on which
        the Employee first performs an Hour of Service for the Employer
        maintaining the Plan.

        The eligibility requirement specified in Article III is one or more full
        Years of Service. Such requirement shall be met upon completion of at
        least 1,000 Hours of Service for each Year of Service specified.

        FOR PURPOSES OF VESTING, THE FOLLOWING PROVISIONS SHALL APPLY:



                                       15
<PAGE>   18

2.6     PERIOD OF SERVICE. The term Period of Service or Service means the
        Employer-Employee relationship which begins on the Employee's employment
        date and continues until his Severance from Service Date.

        An Employee's Period of Service shall include any Period of Severance
        beginning on his Severance from Service Date, which is less than 12
        months.

2.7     PERIOD OF SEVERANCE. The term Period of Severance means a period of time
        commencing on the Participant's Severance from Service Date and ending
        on the date such individual is re-employed by the Employer.

2.8     SEVERANCE FROM SERVICE DATE. The Severance from Service Date shall be
        the earliest of (A), (B), or (C) below.

        (A)     The date the Employee terminates employment by reason of a quit,
                discharge, permanent Disability, retirement or death.

        (B)     The second anniversary of the first day the Employee is absent
                from Service for maternity or paternity reasons, as described in
                the following Section 2.6.

        (C)     The first anniversary of the first day the Employee separates
                from Service for any other reason such as an authorized leave of
                absence, sickness, vacation, etc., after which the Employee does
                not return to work.

2.9     ONE-YEAR BREAK IN SERVICE. The term One-Year Break in Service shall mean
        a 12-consecutive-month Period of Severance, beginning on the Employee's
        Severance from Service Date.

        In the case of an individual who is absent from Service for maternity or
        paternity reasons, the 12-consecutive-month period beginning on the
        first anniversary of the first date of such absence shall not constitute
        a One-Year Break in Service. An absence from Service for maternity or
        paternity reasons means an absence (1) by reason of the pregnancy of the
        individual, (2) by reason of the birth of a child of the individual, (3)
        by reason of the placement of a child with the individual in connection
        with the adoption of such child by such individual, or (4) for purposes
        of caring for such child for a period beginning immediately following
        such birth or placement.

2.10    YEAR(S) OF SERVICE. The term Year(s) of Service means a Period of
        Service equaling 12 months.

        Service counted in computing Years of Service need not be consecutive or
        continuous, and all fractional Periods of Service shall be aggregated.

2.11    SERVICE UPON RE-EMPLOYMENT. An Employee shall be considered a
        re-employed Employee when he is rehired following a One-Year Break in
        Service. Upon



                                       16
<PAGE>   19

        re-employment, all Service, including Service prior to any One-Year
        Break in Service, shall be aggregated in determining such re-employed
        Employee's Vesting Percentage.

2.12    PREDECESSOR ORGANIZATION SERVICE. For purposes of this Article, Service
        with a predecessor organization of the Employer shall be treated as
        Service with the Employer in any case in which the Employer maintains
        the Plan of such predecessor organization.



                                       17
<PAGE>   20

                                  ARTICLE III.
                    ELIGIBILITY, ENROLLMENT AND PARTICIPATION

3.1     ELIGIBILITY. Each Employee who was a Participant prior to the Effective
        Date and who is in the Service of the Employer on the Effective Date
        shall continue as a Participant in the Plan. Each other Employee,
        excluding a Leased Employee, shall be eligible to become a Participant
        as of the Effective Date or the Entry Date when he first meets the
        following requirement(s):

        -       Age 21

        -       900 Hours of Service during first six months of employment or
                1,000 Hours of Service per year

        -       Membership in a collective bargaining unit represented by an
                eligible Union or Local that has collectively bargained for
                participation in this plan

        -       Not a non-resident alien with no U.S.-source income

        -       Not an Independent Contractor

3.2     ENROLLMENT AND PARTICIPATION. Each eligible Employee may enroll as of
        his Entry Date by completing and delivering to the Administrator an
        enrollment form and, if applicable, a Salary Deferral Agreement. He will
        then become a Participant as of his Entry Date.

3.3     RE-EMPLOYED EMPLOYEE. In the case of an individual who ceases to be an
        Employee and is subsequently rehired as an Employee, the following
        provisions shall apply in determining his eligibility to again
        participate in the Plan:

        (A)     If the Employee had met the eligibility requirement(s) specified
                in Section 3.1 prior to his separation from employment, he shall
                become an Active Participant in the Plan as of the date he is
                re-employed, after completing the applicable form(s), in
                accordance with Section 3.2.

        (B)     If the Employee had not met the eligibility requirement(s)
                specified in Section 3.1 prior to his separation from
                employment, he shall be eligible to participate in the Plan on
                the first Entry Date following his fulfillment of such
                eligibility requirement(s).

        For purposes of this Subsection, all Years of Service with the Employer,
        including any Years of Service prior to any Breaks in Service, shall be
        taken into account.

3.4     ELIGIBLE CLASS. In the event a Participant becomes ineligible to
        participate because he is no longer a member of an eligible class of
        Employees, such Employee shall participate immediately upon his return
        to an eligible class of Employees.



                                       18
<PAGE>   21

        In the event an Employee who is not a member of the eligible class of
        Employees becomes a member of the eligible class, such Employee shall
        participate immediately if such Employee has satisfied the minimum age
        requirement and would have previously become a Participant had he been
        in the eligible class.



                                       19
<PAGE>   22

                                   ARTICLE IV.
                                  CONTRIBUTIONS

4.1     ELECTIVE DEFERRAL CONTRIBUTIONS. Each Active Participant may enter into
        a written Salary Deferral Agreement with the Employer in an amount equal
        to not less than 1% nor more than 15% of his Compensation for the
        Contribution Period. In consideration of such agreement, the Employer
        will make a contribution for each Contribution Period on behalf of the
        Participant in an amount equal to the total amount by which the
        Participant's Compensation from the Employer was deferred during the
        Contribution Period pursuant to the Salary Deferral Agreement then in
        effect. Elective Deferral Contributions shall be paid by the Employer to
        the Trust not less frequently than monthly, but in no event later than
        90 days following the date the amounts were deferred.

        Salary Deferral Agreements shall be governed by the following
        provisions:

        (A)     Amounts contributed pursuant to a Salary Deferral Agreement
                shall be 100% vested and non-forfeitable at all times.

        (B)     No Participant shall be permitted to have Elective Deferral
                Contributions made under this Plan, or any other qualified plan
                maintained by the Employer, during any taxable year, in excess
                of the dollar limitation contained in section 402(g) of the Code
                in effect at the beginning of the taxable year. However, this
                $7,000 limit shall not apply to certain amounts deferred in 1987
                that were attributable to Service performed in 1986.

        (C)     Amounts contributed pursuant to a Salary Deferral Agreement,
                which are not in excess of the limit described in Subsection (B)
                above, shall be subject to the Limitations on Allocations in
                accordance with Article V. Elective Deferral Contributions that
                are in excess of the limit described in Subsection (B) shall
                also be subject to the Limitations on Allocations in accordance
                with Article V.

        (D)     A Salary Deferral Agreement may be changed by a Participant four
                times during the Plan Year, on January 1, April 1, July 1 and
                October 1, by filing written notice thereof with the
                Administrator. Such notice shall be effective, and the Salary
                Deferral Agreement shall be changed on the date specified in
                such notice or as soon as administratively possible, which date
                must be at least 15 days after such notice is filed.

        (E)     Elective Deferral Contributions shall be subject to the Actual
                Deferral Percentage Test limitations.

        (F)     Correction of Excess Contributions.

                (1)     If the Employer determines prior to the end of the Plan
                        Year that the Actual Deferral Percentage Test may not be
                        satisfied, the Employer may take the corrective action
                        specified in Section 4.11 of the Plan.



                                       20
<PAGE>   23

                (2)     If, after the end of the Plan Year, the Employer
                        determines that the Plan will fail the Actual Deferral
                        Percentage Test, the Employer shall take the corrective
                        action specified in Section 4.13 or Section 4.16 of the
                        Plan, or a combination of such corrective actions, in
                        order to ensure that the Plan does not fail the Actual
                        Deferral Percentage Test for the Plan Year being tested.

4.2     FAIL-SAFE CONTRIBUTION. The Employer reserves the right to make a
        discretionary Nonelective Contribution to the Plan for any Plan Year, if
        the Employer determines that such a contribution is necessary to ensure
        that the Actual Deferral Percentage Test will be satisfied for that Plan
        Year. Such amount shall be designated by the Employer at the time of
        contribution and shall be known as a Fail-Safe Contribution.

        The Fail-Safe Contribution shall be made on behalf of all eligible
        non-Highly Compensated Employees who are Participants and who are
        considered under the Actual Deferral Percentage Test. This contribution
        shall be allocated to the Participant's Account of each such Participant
        in an amount equal to a fixed percentage of such Participant's
        Compensation. The fixed percentage shall be equal to the minimum fixed
        percentage necessary to be contributed by the Employer on behalf of each
        eligible non-Highly Compensated Employee who is a Participant so that
        the Actual Deferral Percentage Test is satisfied.

        The Fail-Safe Contribution for any Plan Year as determined above shall
        be paid to the Trust at the end of the Plan Year, or as soon as possible
        on or after the last day of such Plan Year, but in no event later than
        the date which is prescribed by law for filing the Employer's income tax
        return, including any extensions thereof.

4.3     PROFITS NOT REQUIRED. Contributions to this Plan shall not be precluded
        because the Employer does not have Considered Net Profits.
        Notwithstanding the existence of Considered Net Profits, the Employer
        may determine in its sole discretion that it will make no contributions
        for such Plan Year.

4.4     PAYMENT OF EXPENSES. The Employer may contribute to the Plan the amount
        necessary, to pay any applicable expense charges and administration
        charges. In lieu of the Employer's contributing the amount necessary to
        pay such charges, these expenses may be paid from the Trust fund.

4.5     ALLOCATION OF FORFEITURES. The contributions made by the Employer shall
        be reduced by any Forfeitures available as an Employer credit in
        accordance with Section 9.3.

4.6     CREDITING OF ELECTIVE DEFERRAL AND OTHER CONTRIBUTIONS. Elective
        Deferral Contributions and other contributions made by the Employer
        shall be credited to the Participant Account of each Participant for
        whom such contributions are made, in accordance with the provisions of
        Article XIII.



                                       21
<PAGE>   24

4.7     ROLLOVER CONTRIBUTIONS. The Plan may receive Rollover Contributions on
        behalf of an Employee. Receipt of a Rollover Contribution shall be
        subject to the approval of the Plan Administrator. Before approving the
        receipt of a Rollover Contribution, the Plan Administrator may request
        any documents or other information from an Employee or opinions of
        counsel which the Plan Administrator deems necessary to establish that
        such amount is a Rollover Contribution.

        A Participant's Account shall be maintained on behalf of each Employee
        from whom Rollover Contributions are received, regardless of such
        Employee's eligibility to participate in the Plan in accordance with the
        requirements of Article III, and Rollover Contributions may be invested
        in any manner authorized under the provisions of this Plan.

        Rollover Contributions received from an Employee who is not otherwise
        eligible to participate in the Plan may not be withdrawn in accordance
        with the provisions of Article X until such Employee becomes a
        Participant, except that such Employee may receive a distribution of his
        Participant's Account if his Termination of Employment occurs.

        Rollover Contributions shall be credited to the Participant's Account
        and may be invested in any manner authorized under the provisions of
        this Plan.

4.8     TRANSFERS. Without regard to the Limitations on Allocations imposed
        under Article V, the Plan may receive, directly from another qualified
        pension or profit sharing plan meeting the requirements of Internal
        Revenue Code section 401 (a), all or part of the entire amount
        distributable on behalf of a Participant from such plan. Likewise, the
        Plan may receive Transfers representing the assets of any predecessor
        plan.

        Transfers may be invested in any manner authorized under the provisions
        of this Plan.

4.9     SUSPENSION OF ELECTIVE DEFERRAL CONTRIBUTIONS. The following provisions
        shall apply with respect to suspension of Elective Deferral
        Contributions.

        (A)     Elective Suspension. An Active Participant may elect to suspend
                his Salary Deferral Agreement for Elective Deferral
                Contributions by filing a written notice thereof with the
                Administrator at any time. The Salary Deferral Agreement shall
                be suspended on the date specified in such notice, which date
                must be at least 15 days after such notice is filed. The notice
                shall specify the period for which such suspension shall be
                effective. Such period may extend indefinitely.

        (B)     Suspension for Leave. A Participant who is absent from
                employment on account of an authorized leave of absence or
                military leave shall have his Salary Deferral Agreement
                suspended during such leave. Such suspension of contributions
                shall be effective on the date payment of Compensation by the
                Employer to him ceases, and shall remain in effect until payment
                of Compensation is resumed.



                                       22
<PAGE>   25

        (C)     Withdrawal Suspension. An Active Participant who elects a
                withdrawal in accordance with Article X may have his Salary
                Deferral Agreement suspended on the date such election becomes
                effective. Such suspension shall remain in effect for the number
                of months specified therein.

        (D)     Non-Elective Suspension. An Active Participant who ceases to
                meet the eligibility requirements as specified in Section 3.1
                but who remains in the employ of the Employer, shall have his
                Salary Deferral Agreement suspended, effective as of the date he
                ceases to meet the eligibility requirements. Such suspension
                shall remain in effect until he again meets such eligibility
                requirements.

        The Participant may elect to reactivate his Salary Deferral Agreement
        for Elective Deferral Contributions by filing a written notice thereof
        with the Plan Administrator. The Salary Deferral Agreement shall be
        reactivated at any time following the expiration of the suspension
        period described above.

4.10    LIMITATION OF ELECTIVE DEFERRAL CONTRIBUTIONS. If the Employer
        determines prior to the end of the Plan Year that the Plan may not
        satisfy the Actual Deferral Percentage Test for the Plan Year, the
        Employer may require that the amount of Elective Deferral Contributions
        being allocated to the accounts of Highly Compensated Employees be
        reduced to the extent necessary to prevent Excess Contributions from
        being made to the Plan.

        Although the Employer may reduce the amount of Elective Deferral
        Contributions that may be allocated to the Participant's Account of
        Highly Compensated Employees, the affected Employees shall continue to
        participate in the Plan. When the situation that resulted in the
        reduction of Elective Deferral Contributions ceases to exist, the
        Employer shall reinstate the amount of Elective Deferral Contributions
        elected by the Participant in the Salary Deferral Agreement to the
        fullest extent possible for all affected Participants in a
        nondiscriminatory manner.

4.11    LIMITATION OF MATCHING CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS. If the
        Employer determines prior to the end of the Plan Year that the Plan may
        not satisfy the Actual Contribution Percentage Test for the Plan Year,
        the Employer may require that the amount of Matching Contributions or
        Employee Contributions, or both, being allocated to the Accounts of
        Highly Compensated Employees be reduced to the extent necessary to
        prevent Excess Aggregate Contributions from being made to the Plan.

4.12    CORRECTIVE DISTRIBUTION OF EXCESS CONTRIBUTIONS.

        (A)     The Employer may distribute Excess Contributions (and income
                allocable thereto) to the appropriate Highly Compensated
                Employee after the close of the Plan Year in which the Excess
                Contribution arose and within 12 months after the close of that
                Plan Year.



                                       23
<PAGE>   26

        (B)     The income allocable to Excess Contributions is equal to the sum
                of the allocable gain or loss for the Plan Year and shall be
                determined as follows:

                (1)     The income allocable to Excess Contributions is
                        determined by multiplying the income for the Plan Year
                        allocable to Deferral Percentage Amounts by a fraction.
                        The numerator of the fraction is the Excess
                        Contributions attributable to the Employee for the Plan
                        Year. The denominator of the fraction is equal to the
                        sum of (A) the total account balance of the Employee
                        attributable to Deferral Percentage Amounts as of the
                        beginning of the Plan Year, plus (B) the Employee's
                        Deferral Percentage Amounts for the Plan Year.

                (2)     The allocable gain or loss for the period between the
                        end of the Plan Year and the date of distribution shall
                        not be taken into consideration when determining the
                        income allocable to Excess Contributions.

        (C)     The amount of Excess Contributions to be distributed with
                respect to an Employee for a Plan Year shall be reduced by
                Excess Deferrals previously distributed to the Employee for the
                Employee's taxable year ending with or within the Plan Year.

        (D)     The distribution of Excess Contributions made to the Family
                Members of a family group that was combined for purposes of
                determining a Highly Compensated Employee's Actual Deferral
                Ratio shall be allocated among the Family Members in proportion
                to the Elective Deferral Contribution (including any amounts
                required to be taken into account under subparagraphs (B)(1)
                and (B)(2) of Section 1.8 of the Plan) of each Family Member
                that is combined to determine the Actual Deferral Ratio.

        (E)     A corrective distribution of Excess Contributions (and income)
                shall be made without regard to any Participant or spousal
                consent or any notice otherwise required under sections 411
                (a)(11) and 417 of the Code.

        (F)     Any Matching Contributions or Qualified Matching Contributions
                that relate to the Excess Contribution being distributed shall
                be forfeited. The Matching Contribution so forfeited shall be in
                proportion to the applicable Employee's vested and nonvested
                interest in Matching Contributions under the Plan for the Plan
                Year in which the Excess Contribution arose. Forfeitures of
                Matching Contributions or Qualified Matching Contributions that
                relate to Excess Contributions shall be applied to reduce
                Employer contributions or pay Plan expenses.

        (G)     In no case may the amount of Excess Contributions to be
                distributed for a Plan Year with respect to any Highly
                Compensated Employee exceed the amount of Elective Deferral
                Contributions made on behalf of the Highly Compensated Employee
                for the Plan Year.



                                       24
<PAGE>   27

        (H)     In the event of a complete termination of the Plan during the
                Plan Year in which an Excess Contribution arose, the corrective
                distribution must be made as soon as administratively feasible
                after the date of the termination of the Plan, but in no event
                later than 12 months after the date of termination.

        (I)     Any distribution of less than the entire amount of Excess
                Contributions with respect to any Highly Compensated Employee
                shall be treated as a pro-rata distribution of Excess
                Contributions and allocable income or loss.

4.13    CORRECTIVE DISTRIBUTION OF EXCESS DEFERRALS. Notwithstanding any other
        provision of the Plan, Excess Deferrals, plus any income and minus any
        loss allocable thereto, may be distributed to any Participant to whose
        account Excess Deferrals were allocated for the individual's taxable
        year. Such a corrective distribution shall be made in accordance with
        this section.

        (A)     Correction of Excess Deferrals After Taxable Year.

                (1)     Not later than the March 15 following the close of a
                        Participant's taxable year, the Participant may notify
                        the Plan of the amount of Excess Deferrals received by
                        the Plan during that taxable year. The notification
                        shall be in writing, shall specify the Participant's
                        Excess Deferrals, and shall be accompanied by the
                        Participant's written statement that if such amounts are
                        not distributed, these amounts, when added to all other
                        Elective Deferral Contributions made on behalf of the
                        Participant during the taxable year, shall exceed the
                        dollar limitation specified in section 402(g) of the
                        Code.

                (2)     The Participant is deemed to have notified the Plan of
                        Excess Deferrals if, not later than the March 1
                        following the close of a Participant's taxable year, the
                        Employer notifies the Plan on behalf of the Participant
                        of the Excess Deferrals. Such Excess Deferrals shall be
                        calculated by taking into account only Elective Deferral
                        Contributions under the Plan and any other plans of the
                        Employer.

                (3)     Not later than the April 15 following the close of the
                        taxable year, the Plan shall distribute to the
                        Participant the amount of Excess Deferrals designated
                        under subparagraphs (1) or (2) above.

        (B)     Correction of Excess Deferrals During the Taxable Year. A
                Participant who has an Excess Deferral during a taxable year may
                receive a corrective distribution during the same year. Such a
                corrective distribution shall be made if:

                (1)     The Participant designates the distribution as an Excess
                        Deferral. The designation shall be made in the same
                        manner as the notification described in subparagraph
                        (A)(1) of this section. The Participant will be deemed
                        to have designated the distribution as an Excess
                        Deferral if the Employer



                                       25
<PAGE>   28

                        makes the designation on behalf of the Participant to
                        the extent that the Participant has Excess Deferrals for
                        the taxable year calculated by taking into account only
                        Elective Deferral Contributions to the Plan and other
                        plans of the Employer.

                (2)     The corrective distribution is made after the date on
                        which the Plan received the Excess Deferral.

                (3)     The Plan designates the distribution as a distribution
                        of Excess Deferrals.

        (C)     If the Participant provides the Employer with satisfactory
                evidence and written notice to demonstrate that all Elective
                Deferral Contributions by the participant in this Plan and any
                other qualified plan exceed the applicable limit under section
                402(g) of the Code for such individual's taxable year, then the
                Plan Administrator may (but is not required to) distribute
                sufficient Elective Deferral Contributions (not to exceed the
                amount of Elective Deferral Contributions actually contributed
                on behalf of the Participant to this Plan during the
                Participant's taxable year) from this Plan to allow the
                Participant to comply with the applicable limit. The evidence
                provided by the Participant must establish clearly the amount of
                Excess Deferrals. The Participant must present this evidence to
                the Plan Administrator by the March 1 following the end of the
                calendar year in which the Excess Deferrals occurred.

        (D)     Income Allocable to Excess Deferrals. The income allocable to
                Excess Deferrals is equal to the sum of allocable gain or loss
                for the taxable year of the individual and shall be determined
                as follows:

                (1)     The gain or loss allocable to Excess Deferrals is
                        determined by multiplying the income for the taxable
                        year allocable to Elective Deferral Contributions by a
                        fraction. The numerator of the fraction is the Excess
                        Deferrals by the Employee for the taxable year. The
                        denominator of the fraction is equal to the sum of:

                        (a)     The total account balance of the Employee
                                attributable to Elective Deferral Contributions
                                as of the beginning of the Plan Year, plus

                        (b)     The Employee's Elective Deferral Contributions
                                for the taxable year.

                (2)     The income allocable to Excess Deferrals shall not
                        include the allocable gain or loss for the period
                        between the end of the taxable year and the date of
                        distribution.

        (E)     No Employee or Spousal Consent Required. A corrective
                distribution of Excess Deferrals (and income) shall be made
                without regard to any notice or consent otherwise required under
                sections 411(a)(11) and 417 of the Code.



                                       26
<PAGE>   29

        (F)     Any Matching Contributions or Qualified Matching Contributions
                that relate to the Excess Deferral being distributed shall be
                forfeited. The Matching Contribution so forfeited shall be in
                proportion to the applicable Employee's vested and nonvested
                interest in Matching Contributions under the Plan for the Plan
                Year in which the Excess Deferral arose. Forfeitures of Matching
                Contributions or Qualified Matching Contributions that relate to
                Excess Deferrals shall be applied to reduce Employer
                contributions or pay Plan expenses.



                                       27
<PAGE>   30

                                   ARTICLE V.
                           LIMITATIONS ON ALLOCATIONS

5.1     LIMITATION ON ALLOCATIONS. Definitions - The following definitions are
        atypical terms which refer only to terms used in the Limitations on
        Allocations Sections of this Article V.

        (A)     Annual Additions. The term Annual Additions shall mean the sum
                of the following amounts allocated on behalf of a Participant
                for a Limitation Year.

                (1)     all contributions made by the Employer which shall
                        include:

                        -       Elective Deferral Contributions, if any;

                        -       Nonelective Contributions, if any;

                (2)     all Forfeitures, if any;

                (3)     all Employee Contributions, if any.

                For the purposes of this Article, Excess Amounts reapplied under
                Section 5.2(D) shall also be included as Annual Additions.
                Also, for the purposes of this Article, Employee Contributions
                are determined without regard to deductible employee
                contributions within the meaning of section 72(o)(5) of the
                Code.

                Amounts allocated after March 31, 1984, to an individual medical
                account, as defined in Internal Revenue Code section 415(l)(1),
                which is part of a defined benefit plan maintained by the
                Employer, are treated as Annual Additions to a defined
                contribution plan. Also, amounts derived from contributions paid
                or accrued attributable to post-retirement medical benefits
                allocated to the separate account of a key employee, as defined
                in Internal Revenue Code section 419A(d)(3), under a welfare
                benefit fund, as defined in Internal Revenue Code section
                419(e), maintained by the Employer, are treated as Annual
                Additions to a defined contribution plan.

                Contributions do not fail to be Annual Additions merely because
                they are Excess Deferrals or Excess or merely because Excess
                Contributions are corrected through distribution or
                recharacterization. Excess Deferrals that are distributed in
                accordance with Section 4.15 of the Plan are not Annual
                Additions.

                Forfeited Matching Contributions that are forfeited because the
                contributions to which they relate are treated as Excess
                Aggregate Contributions, Excess Contributions, or Excess
                Deferrals and that are reallocated to the Participant Accounts
                of other Participants for the Plan Year in which the forfeiture
                occurs, are treated as Annual Additions for the Participants to
                whose accounts they are reallocated and for the Participants
                from whose accounts they are forfeited.



                                       28
<PAGE>   31

        (B)     Compensation. The term Compensation means wages within the
                meaning of section 3401(a) of the Code for the purposes of
                income tax withholding at the source but determined without
                regard to any rules that limit the remuneration included in
                wages based on the nature or location of the employment or the
                services performed (such as the exception for agricultural labor
                in section 3401(a)(2) of the Code). For Limitation Years
                beginning after December 31, 1991, for purposes of applying the
                limitations of this article, Compensation for a Limitation Year
                is the Compensation actually paid or made available during such
                Limitation Year.

        (C)     Defined Contribution Dollar Limitation. The term Defined
                Contribution Dollar Limitation shall mean $30,000 or, if
                greater, one-fourth of the defined benefit dollar limitation set
                forth in Internal Revenue Code section 415(b)(1) as in effect
                for the Limitation Year.

        (D)     Employer. The term Employer shall mean the Employer that adopts
                this Plan. In the case of a group of employers which constitutes
                a controlled group of corporations (as defined in Internal
                Revenue Code section 414(b) as modified by section 415(h)), or
                which constitutes trades or business (whether or not
                incorporated) which are under common control (as defined in
                section 414(c) as modified by section 415(h)), or affiliated
                service groups (as defined in section 414(m)) of which the
                adopting Employer is a part, all such employers shall be
                considered a single Employer for purposes of applying the
                limitations of this Article.

        (E)     Excess Amount. The term Excess Amount shall mean the excess of
                the Participant's Annual Additions for the Limitation Year over
                the Maximum Permissible Amount.

        (F)     Limitation Year. The term Limitation Year shall mean the Plan
                Year.

        (G)     Maximum Permissible Amount. The term Maximum Permissible Amount
                shall mean the lesser of (1) the Defined Contribution Dollar
                Limitation, or (2) 25% of the Participant's Compensation for the
                Limitation Year.

                If a short Limitation Year is created because of an amendment
                changing the Limitation Year to a different period of 12
                consecutive months, the Maximum Permissible Amount for the short
                Limitation Year will be the lesser of (1) the Defined
                Contribution Dollar Limitation multiplied by a fraction, the
                numerator of which is the number of months in the short
                Limitation Year, and the denominator of which is 12, or (2) 25%
                of the Participant's Compensation for the short Limitation Year.

5.2     LIMITATIONS ON ALLOCATIONS. If the Employer does not maintain any
        qualified plan in addition to this Plan:



                                       29
<PAGE>   32

        (A)     The amount of Annual Additions which may be allocated under this
                Plan on a Participant's behalf for a Limitation Year shall not
                exceed the lesser of the Maximum Permissible Amount or any other
                limitation contained in this Plan.

        (B)     Prior to the determination of the Participant's actual
                Compensation for a Limitation Year, the Maximum Permissible
                Amount may be determined on the basis of the Participant's
                estimated annual Compensation. Such Compensation shall be
                determined on a reasonable basis and shall be uniformly
                determined for all Participants similarly situated. Any employer
                contributions based on estimated annual Compensation shall be
                reduced by any Excess Amounts carried over from prior years.

        (C)     As soon as is administratively feasible after the end of the
                Limitation Year, the Maximum Permissible Amount for such
                Limitation Year shall be determined on the basis of the
                Participant's actual Compensation for such Limitation Year. In
                the event a Participant separates from the Service of the
                Employer prior to the end of the Limitation Year, the Maximum
                Permissible Amount for such Participant shall be determined
                prior to any distribution of his Participant's Account on the
                basis of his actual Compensation. Any Excess Amounts shall be
                disposed of in accordance with Section 5.2(D).

        (D)     If there is an Excess Amount with respect to a Participant for a
                Limitation Year as a result of a reasonable error in estimating
                the Participant's annual compensation, an allocation of
                forfeitures, a reasonable error in determining the amount of
                elective deferrals (within the meaning of section 402(g)(3) of
                the Code) that may be made with respect to any individual under
                the limits of section 415 of the Code, or under other limited
                facts and circumstances which the commissioner finds justified,
                such Excess Amount shall be disposed of as follows:

                (1)     Any Employee Contributions (including earnings and
                        losses thereon) shall be returned to the Participant, to
                        the extent that the return would reduce the Excess
                        Amount. This distribution shall be made as soon as
                        administratively feasible after the Excess Amount is
                        determined. Employee Contributions so returned shall be
                        disregarded for purposes of the Actual Contribution
                        Percentage Test.

                (2)     If, after the application of subparagraph (1), an Excess
                        Amount still exists, (excluding Elective Deferral
                        Contributions) such Excess Amount shall be held
                        unallocated in a suspense account for the Limitation
                        Year and allocated and reallocated in the next
                        Limitation Year to all Participants in the Plan. The
                        excess amount must be used to reduce Employer
                        Contributions for the next Limitation Year (and
                        succeeding Limitation Years, as necessary) for all of
                        the Participants in the Plan. For purposes of this
                        subparagraph, the Excess Amount may not be distributed
                        to Participants or former Participants.



                                       30
<PAGE>   33

                (3)     If, after the application of subparagraph (2) an Excess
                        Amount still exists, then the Participant's Elective
                        Deferral Contributions (including earnings and losses
                        thereon) allocated for the Limitation Year shall be
                        returned to the Participant to the extent that an Excess
                        Amount exists. This distribution shall be made as soon
                        as administratively feasible after the Excess Amount is
                        determined. Any Elective Deferral Contributions returned
                        under this paragraph shall be disregarded for purposes
                        of the Actual Deferral Percentage Test.

                (4)     Alternatively, if after the application subparagraph (1)
                        an Excess Amount still exists, the Plan Administrator
                        may elect to dispose of the Excess Amount by applying
                        the procedure in subparagraph (3) before applying the
                        procedure in subparagraph (2). If the Plan Administrator
                        makes this election, the Plan Administrator must apply
                        it uniformly to all Participants in a Limitation Year.

                (5)     If a suspense account is in existence at any time during
                        a Limitation Year pursuant to this section, it will not
                        participate in the allocation of investment gains or
                        losses. If a suspense account is in existence at any
                        time during a particular Limitation Year, all amounts in
                        the suspense account must be allocated and reallocated
                        to Participants' Accounts before any Employer
                        Contributions or Employee Contributions which would
                        constitute Annual Additions may be made to the Plan for
                        that Limitation Year.

5.3     LIMITATIONS ON ALLOCATIONS. If the Employer maintains one or more
        defined contribution plans in addition to this Plan:

        (A)     The amount of Annual Additions which may be allocated under this
                Plan on a Participant's behalf for a Limitation Year, shall not
                exceed the lesser of:

                (1)     The Maximum Permissible Amount, reduced by the sum of
                        any Annual Additions allocated to the Participant's
                        Account for the same Limitation Year under this Plan and
                        such other defined contribution plan; or

                (2)     Any other limitation contained in this Plan.

                Prior to the determination of the Participant's actual
                Compensation for the Limitation Year, the amounts referred to in
                Subsection (1) above may be determined on the basis of the
                Participant's estimated annual Compensation for such Limitation
                Year. Such estimated annual Compensation shall be determined for
                all Participants similarly situated.

                Any contribution made by the Employer based on estimated annual
                Compensation shall be reduced by any Excess Amounts carried over
                from prior years, if applicable.



                                       31
<PAGE>   34

        (B)     As soon as is administratively feasible after the end of the
                Limitation Year, the amounts referred to in Section 5.3(A) shall
                be determined on the basis of the Participant's actual
                Compensation for such Limitation Year.

        (C)     If amounts are contributed to a Participant's Account under this
                Plan on an allocation date which does not coincide with the
                allocation date(s) for all such other plans, and if a
                Participant's Annual Additions under this Plan and all such
                other plans result in an Excess Amount, such Excess Amount shall
                be deemed to have derived from those contributions last
                allocated.

        (D)     If an Excess Amount was allocated to a Participant on an
                allocation date of this Plan which coincides with an allocation
                date of another plan, the Excess Amount attributable to this
                Plan will be the product of (1) and (2) below:

                (1)     The total Excess Amount allocated as of such date
                        (including any amount which would have been allocated
                        but for the limitations of Internal Revenue Code section
                        415).

                (2)     The ratio of (1) the amount allocated to the Participant
                        as of such date under this Plan, divided by (2) the
                        total amount allocated as of such date under all
                        qualified defined contribution plans (determined without
                        regard to the limitations of Internal Revenue Code
                        section 415).

        (E)     Any Excess Amounts attributed to this Plan shall be disposed of
                as provided in Section 5.2(D).

5.4     LIMITATIONS ON ALLOCATIONS. If the Employer maintains a defined benefit
        plan in addition to this Plan:

        (A)     If an individual is a Participant at any time in both this Plan
                and a defined benefit plan maintained by the Employer, the sum
                of the Defined Benefit Plan Fraction and the Defined
                Contribution Plan Fraction for any year may not exceed 1.0. In
                the event that the sum of the Defined Contribution Plan Fraction
                and the Defined Benefit Plan Fraction exceeds 1.0, the Defined
                Contribution Plan Fraction will be reduced until the sum of the
                Defined Contribution Plan Fraction and the Defined Benefit Plan
                Fraction does not exceed 1.0.

                If an individual was a Participant in this Plan or in any other
                defined contribution plan maintained by the Employer which was
                in existence on July 1, 1982, the numerator of the Defined
                Contribution Plan Fraction will be adjusted if the sum of the
                Defined Contribution Plan Fraction and the Defined Benefit Plan
                Fraction would otherwise exceed 1.0 under the terms of this
                Plan. Under the adjustment, an amount equal to the product of
                (1) the excess of the sum of the Fractions over 1.0 times (2)
                the denominator of the Defined Contribution Plan Fraction, will
                be permanently subtracted from the numerator of the Defined
                Contribution Plan Fraction. The adjustment is calculated using
                the Fractions as they would be



                                       32
<PAGE>   35

                computed as of the later of the end of the last Limitation Year
                beginning before January 1, 1983, or June 30, 1983. This
                adjustment also will be made if at the end of the last
                Limitation Year beginning before January 1, 1984, the sum of the
                Fractions exceeds 1.0 because of accruals or additions that were
                made before the limitations of this Article became effective to
                any plans of the Employer in existence on July 1, 1982.

                In addition, if an individual was a Participant in this Plan or
                in any other defined contribution plan maintained by the
                Employer which was in existence on May 6, 1986, the numerator of
                the Defined Contribution Plan Fraction will be adjusted if the
                Employer's defined benefit plan was also in existence on May 6,
                1986, and the sum of the Defined Contribution Plan Fraction and
                the Defined Benefit Plan Fraction would otherwise exceed 1.0
                under the terms of this Plan. Under the adjustment, an amount
                equal to the product of (1) the excess of the sum of the
                Fractions over 1.0 times (2) the denominator of the Defined
                Contribution Plan Fraction, will be permanently subtracted from
                the numerator of the Defined Contribution Plan Fraction. This
                adjustment is calculated using the Fractions as they would be
                computed as of the end of the last Limitation Year beginning
                before January 1, 1987. In the event that a Participant's
                accrued benefit as of December 31, 1986, under the defined
                benefit plan exceeds the defined benefit dollar limitation set
                forth in Internal Revenue Code section 415(b)(1), the amount of
                that accrued benefit shall be used in both the numerator and the
                denominator of the Defined Benefit Plan Fraction in making this
                adjustment.

                For purposes of this Section 5.4, all defined benefit plans of
                the Employer, whether or not terminated, will be treated as one
                defined benefit plan and all defined contribution plans of the
                Employer, whether or not terminated, will be treated as one
                defined contribution plan.

        (B)     The Defined Benefit Plan Fraction for any year is a fraction,
                the numerator of which is the Participant's Projected Annual
                Benefit under the defined benefit plan (determined as of the
                close of the Limitation Year), and the denominator of which is
                the lesser of (1) or (2) below:

                (1)     1.25 times the dollar limitation in effect under
                        Internal Revenue Code section 415(b)(1)(A) on the last
                        day of the Limitation Year; or

                (2)     1.4 times the amount which may be taken into account
                        under Internal Revenue Code section 415(b)(1)(B) with
                        respect to such Participant for the Limitation Year.

                Notwithstanding the above, if the Participant was a participant
                in one or more defined benefit plans maintained by the Employer
                which were in existence on July 1, 1982, the denominator of the
                Defined Benefit Plan Fraction will not be less than 125% of the
                sum of the annual benefits under such plans which the
                Participant had accrued as of the later of the end of the last
                Limitation Year



                                       33
<PAGE>   36

                beginning before January 1, 1983 or June 30, 1983. The preceding
                sentence applies only if the defined benefit plans individually
                and in the aggregate satisfied the requirements of Internal
                Revenue Code section 415 as in effect at the end of the 1982
                Limitation Year.

        (C)     A Participant's Projected Annual Benefit is equal to the annual
                benefit to which the Participant would be entitled under the
                terms of the defined benefit plan based upon the following
                assumptions:

                (1)     The Participant will continue employment until reaching
                        Normal Retirement Age as determined under the terms of
                        the plan (or current age, if that is later);

                (2)     The Participant's Compensation for the Limitation Year
                        under consideration will remain the same until the date
                        the Participant attains the age described in
                        sub-division (1) of this subparagraph; and

                (3)     All other relevant factors used to determine benefits
                        under the plan for the Limitation Year under
                        consideration will remain constant for all future
                        Limitation Years.

        (D)     The Defined Contribution Plan Fraction for any Limitation Year
                is a fraction, the numerator of which is the sum of the Annual
                Additions to the Participant's Accounts in such Limitation Year
                and for all prior Limitation Years, and the denominator of which
                is the lesser of (1) or (2) below for such Limitation Year and
                for all prior Limitation Years of such Participant's employment
                (assuming for this purpose, that Internal Revenue Code section
                415(c) had been in effect during such prior Limitation Years):

                (1)     1.25 times the dollar limitation in effect under
                        Internal Revenue Code section 415(c)(1)(A) on the last
                        day of the Limitation Year; or

                (2)     1.4 times the amount which may be taken into account
                        under Internal Revenue Code section 415(c)(1)(B) with
                        respect to such Participant for the Limitation Year.

                For the purposes of determining these Limitations on
                Allocations, any non-deductible employee contributions made
                under a defined benefit plan will be considered to be a separate
                defined contribution plan and will be considered to be part of
                the Annual Additions for the appropriate Limitation Year.

                Annual Additions for any Limitation Year beginning before
                January 1, 1987, shall not be recomputed to treat all Employee
                Contributions as Annual Additions.

        (E)     Notwithstanding the foregoing, at the election of the Plan
                Administrator, in computing the Defined Contribution Plan
                Fraction with respect to any Plan Year



                                       34
<PAGE>   37

                ending after December 31, 1982, the denominator shall be an
                amount equal to the product of:

                (1)     The denominator of the Defined Contribution Plan
                        Fraction, computed in accordance with the rules in
                        effect for the Plan Year ending in 1982; and

                (2)     the transition fraction, which is a fraction

                        (a)     the numerator of which is the lesser of

                                (i)     $51,875, or

                                (ii)    1.4 times 25% of the Compensation of the
                                        Participant for the Plan Year ending in
                                        1981, and

                        (b)     the denominator of which is the lesser of

                                (i)     $41,500, or

                                (ii)    25% of the Compensation of the
                                        Participant for the Plan Year ending in
                                        1981.



                                       35
<PAGE>   38

                                   ARTICLE VI.
                            DISTRIBUTION OF BENEFITS

6.1     DISTRIBUTIONS IN GENERAL. Each Participant may elect, with his Spouse's
        consent if required, a distribution in the form of an Annuity, a single
        sum cash payment, or a combination of the above. All distributions are
        subject to the provisions of Article VIII, Joint and Survivor Annuity
        Requirements.

6.2     TIMING OF DISTRIBUTIONS. If the value of a Participant's Vested Interest
        exceeds (or at the time of any prior distribution exceeded) $3,500 and
        is immediately distributable (as defined in Section 8.5), the
        Participant and his Spouse, if required, must consent to the
        distribution before it is made.

        Instead of consenting to a distribution, the Participant may make a
        written election to defer the distribution for a specified period of
        time ending no later than the Participant's attainment of age 62. A
        Participant whose actual retirement date is on or after his Normal
        Retirement Date may make a written election to defer the distribution
        for a specified period of time subject to the requirements of Section
        6.4. All such elections to defer shall be irrevocable.

        If the Participant and Spouse, if applicable, do not consent to a
        distribution or if no election to defer is made within 90 days after
        receiving a written explanation of the optional forms of benefit
        available pursuant to Income Tax Regulation 1.411(a)(11), all benefits
        shall be deferred to, and distribution shall be made as of the
        Participant's attainment of age 62. The distribution will be made in the
        form of a single sum cash payment (in the case of a Participant's
        meeting the requirements of Section 8.1 (A)) or in accordance with
        Section 8.2 (in the case of a Participant's not meeting the requirements
        of Section 8.1 (A)), unless the Participant elects another form of
        benefit within the 90-day period prior to the date the distribution is
        made.

        If the value of a Participant's Vested Interest is $3,500 or less at the
        time it becomes payable, the distribution shall be made in the form of a
        single sum cash payment and shall be made upon such Participant's
        Termination of Employment. Such a distribution may not be deferred.
        Unless the Participant elects otherwise, the payment of benefits under
        this Plan to the Participant shall begin not later than the 60th day
        after the close of the Plan Year in which the later of (A) or (B),
        below, occurs:

        (A)     the date on which the Participant attains his Normal Retirement
                Age or age 62, if later; or

        (B)     the date on which the Participant terminates his Service
                (including Termination of Employment, death or Disability) with
                the Employer.

        Notwithstanding the foregoing, the failure of a Participant and Spouse,
        if required, to consent to a distribution while a benefit is immediately
        distributable shall be deemed to



                                       36
<PAGE>   39

        be an election to defer commencement of payment of any benefit
        sufficient to satisfy the above paragraph.

6.3     DISTRIBUTION LIMITATION. Elective Deferral Contributions, Qualified
        Nonelective Contributions and Qualified Matching Contributions, and
        income allocable to each, are not distributable to a Participant or a
        Beneficiary, in accordance with such Participant's or Beneficiary's
        election, earlier than upon the Participant's Termination of Employment,
        death, or disability.

        Such amounts may also be distributed upon:

        (A)     Termination of the Plan without the establishment or maintenance
                of a successor plan.

                For purposes of this paragraph, a successor plan is any other
                defined contribution plan maintained by the same employer.
                However, if fewer than two percent of the Employees who are
                eligible under the Plan at the time of its termination are or
                were eligible under another defined contribution plan at any
                time during the 24 month period beginning 12 months before the
                time of the termination, the other plan is not a successor plan.
                The term "defined contribution plan" means a plan that is a
                defined contribution plan as defined in section 414(i) of the
                Code, but does not include an employee stock ownership plan as
                defined in section 4975(e) or 409 of the Code or a simplified
                employee pension as defined in section 408(k) of the Code. A
                plan is a successor plan only if it exists at the time the Plan
                is terminated or within the period ending 12 months after,
                distribution of all assets from the Plan.

                After March 31, 1988, a distribution may be made under this
                paragraph only if it is a lump sum distribution. The term "lump
                sum distribution" has the same meaning provided in section
                402(e)(4) of the Code, without regard to subparagraphs (A)(i)
                through (iv), (B), and (H) of that section.

        (B)     The disposition by the Employer to an unrelated corporation of
                substantially all the assets (within the meaning of section
                409(b)(2) of the Code) used in the trade or business of the
                Employer if the Employer continues to maintain this Plan after
                the disposition. However, a distribution may be made under this
                paragraph only to an Employee who continues employment with the
                corporation acquiring such assets.

                In addition, this requirement is satisfied only if the purchaser
                does not maintain the Plan after the disposition. A purchaser
                maintains the plan of the seller if it adopts the plan or
                otherwise becomes an employer whose employees accrue benefits
                under the Plan. A purchaser also maintains the Plan if the Plan
                is merged or consolidated with, or any assets or liabilities are
                transferred from the Plan to a plan maintained by the purchaser
                in a transaction subject to section 414(l)(1) of the Code. A
                purchaser is not treated as maintaining the Plan merely because
                the



                                       37
<PAGE>   40

                Plan that it maintains accepts rollover contributions of amounts
                distributed by the Plan.

                For purposes of this paragraph, the sale of "substantially all"
                the assets used in a trade or business means the sale of at
                least 85 percent of the assets.

                After March 31, 1988, a distribution may be made under this
                paragraph only if it is a lump sum distribution. The term "lump
                sum distribution" has the same meaning provided in section
                402(e)(4) of the Code, without regard to subparagraphs (A)(i)
                through (iv), (B), and (H) of that section.

        (C)     The disposition by the Employer to an unrelated entity or
                individual of the Employer's interest in a subsidiary (within
                the meaning of section 409(d)(3) of the Code) if the Employer
                continues to maintain this Plan. However, a distribution may be
                made under this paragraph only to an Employee who continues
                employment with such subsidiary.

                In addition, this requirement is satisfied only if the purchaser
                does not maintain the Plan after the disposition. A purchaser
                maintains the plan of the seller if it adopts the plan or
                otherwise becomes an employer whose employees accrue benefits
                under the Plan. A purchaser also maintains the Plan if the Plan
                is merged or consolidated with, or any assets or liabilities are
                transferred from the Plan to a plan maintained by the purchaser
                in a transaction subject to section 414(l)(1) of the Code. A
                purchaser is not treated as maintaining the Plan merely because
                the Plan that it maintains accepts rollover contributions of
                amounts distributed by the Plan.

                After March 31, 1988, a distribution may be made under this
                paragraph only if it is a lump sum distribution. The term "lump
                sum distribution" has the same meaning provided in section
                402(e)(4) of the Code, without regard to subparagraphs (A)(i)
                through (iv), (B), and (H) of that section.

        (D)     In the case of Elective Deferral Contributions only, the
                attainment of age 59-1/2, as described in Section 10.1 of the
                Plan.

        (E)     In the case of Elective Deferral Contributions only, the
                hardship of the Participant, as described in Section 10.2 of the
                Plan.

6.4     COMMENCEMENT OF DISTRIBUTIONS. Notwithstanding the provisions of the
        preceding Tuning of Distributions Section, distributions to a
        Participant will commence no later than the date determined in
        accordance with the provisions of this Section.

        Distribution to a Participant must commence no later than the required
        beginning date. The first required beginning date of a Participant is
        the first day of April of the calendar year following the calendar year
        in which the Participant attains age 70-1/2.



                                       38
<PAGE>   41

        The required beginning date of a Participant who attains age 70-1/2
        before January 1, 1988, shall be the first day of April of the calendar
        year following the calendar year in which the later of retirement or
        attainment of age 70-1/2 occurs. Distribution to such Participant must
        commence no later than the first day of April following the calendar
        year in which the Participant's Termination of Employment occurs.

        If distribution to any Participant is made in other than a single sum
        payment, the second payment shall be distributed no later than the
        December 31 following the April 1 by which the first payment was
        required to be distributed. Each succeeding payment shall be distributed
        no later than each December 31 thereafter.

6.5     DISTRIBUTION REQUIREMENTS.

        (A)     Except as otherwise provided in Article VIII, the requirements
                of this Section shall apply to any distribution of a
                Participant's Accrued Benefit.

        (B)     All distributions required under this Article shall be
                determined and made in accordance with the Income Tax
                Regulations under section 401(a)(9), including the minimum
                distribution incidental benefit requirement of section
                1.401(a)(9)-2 of the regulations.

        (C)     Limits on Settlement Options. Distributions, if not made in a
                lump sum, may only be made over one of the following periods (or
                a combination thereof):

                (1)     the life of the Participant,

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

                (3)     a period certain not extending beyond the life
                        expectancy of the Participant, or

                (4)     a period certain not extending beyond the joint and last
                        survivor expectancy of the Participant and a designated
                        Beneficiary.

        (D)     Minimum Amounts to be Distributed. If the Participant's entire
                Vested Interest is to be distributed in other than a lump sum,
                then the amount to be distributed each year must be at least an
                amount equal to the quotient obtained by dividing the
                Participant's entire Vested Interest by the life expectancy of
                the Participant or the joint and last survivor expectancy of the
                Participant and designated Beneficiary. Life expectancy and
                joint and last survivor expectancy are computed by the use of
                the return multiples contained in section 1.72-9 of the Income
                Tax Regulations. For purposes of this computation, a
                Participant's life expectancy may be recalculated no more
                frequently than annually; however, the life expectancy of a
                Beneficiary other than the Participant's Spouse may not be
                recalculated.



                                       39
<PAGE>   42

                (1)     If the Participant's Spouse is not the designated
                        Beneficiary, the method of distribution selected must
                        assure that at least 50% of the present value of the
                        amount available for distribution is paid within the
                        life expectancy of the Participant.

                (2)     For calendar years beginning after December 31, 1988,
                        the amount to be distributed each year, beginning with
                        distributions for the first distribution calendar year,
                        shall not be less than the quotient obtained by dividing
                        the Participant's benefit by the lesser of (1) the
                        applicable life expectancy or (2) if the Participant's
                        Spouse is not the designated Beneficiary, the applicable
                        divisor determined from the table set forth in Q&A-4 of
                        section 1.401(a)(9)-2 of the Income Tax Regulations.
                        Distributions after the death of the Participant shall
                        be distributed using the applicable life expectancy in
                        subsection (d)(1) above as the relevant divisor without
                        regard to regulations section 1.401(a)(9)-2.

                (3)     The minimum distribution required for the Participant's
                        first distribution calendar year must be made on or
                        before the Participant's required beginning date. The
                        minimum distribution for other calendar years, including
                        the minimum distribution for the distribution calendar
                        year in which the Employee's required beginning date
                        occurs, must be made on or before December 31 of that
                        distribution calendar year.

6.6     NON-TRANSFERABLE. The Participant's right to any Annuity payments,
        benefits, and refunds is not transferable and shall be free from the
        claims of all creditors to the fullest extent permitted by law.

6.7     DEATH DISTRIBUTION PROVISIONS. If the Participant dies before
        distribution of his Vested Interest commences, the following provisions
        shall apply:

        (A)     If a distribution is to be made to a Beneficiary other than the
                Surviving Spouse:

                (1)     If the present value of the Participant's Vested
                        Interest exceeds (or at the time of any prior
                        distribution exceeded) $3,500, unless the Beneficiary
                        elects another form of distribution, that portion of the
                        Participant's Vested Interest payable to the Beneficiary
                        will be distributed in the form of a single sum cash
                        payment within a reasonable period of time after the
                        Plan Administrator is notified of the Participant's
                        death.

                (2)     If the present value of the Participant's Vested
                        Interest is $3,500 or less at the time it becomes
                        payable, the distribution shall always be made in the
                        form of a single sum cash payment and shall be paid
                        within a reasonable period of time after the Plan
                        Administrator is notified of the Participant's death.



                                       40
<PAGE>   43

        (B)     If the distribution is to be made to a Beneficiary who is the
                Surviving Spouse, such distribution will be made in accordance
                with the following:

                (1)     If the Participant had never elected a life Annuity form
                        of distribution under the Plan:

                        (a)     If the present value of the Participant's Vested
                                Interest exceeds (or at the time of any prior
                                distribution exceeded) $3,500, unless the
                                surviving spouse elects another form of
                                distribution, that portion of the Participant's
                                Vested Interest payable to the Surviving Spouse
                                will be distributed in the form of a single sum
                                cash payment within a reasonable period of time
                                after the Plan Administrator is notified of the
                                Participant's death.

                        (b)     If the present value of the Participant's Vested
                                Interest payable to the Surviving Spouse is
                                $3,500 or less at the time it becomes payable,
                                the distribution shall always be made in the
                                form of a single sum cash payment and shall be
                                made within a reasonable period of time after
                                the Plan Administrator is notified of the
                                Participant's death.

                (2)     If the Participant had previously elected a life Annuity
                        form of distribution under the Plan:

                        (a)     If the present value of the Participant's Vested
                                Interest exceeds (or at the time of any prior
                                distribution exceeded) $3,500 and is immediately
                                distributable (as defined in Section 8.5), the
                                Surviving Spouse must consent to the
                                distribution before it is made. If the Surviving
                                Spouse does not consent to a distribution, all
                                benefits shall be deferred to a date that
                                complies with the terms of Section 6.8 (B).

                                The distribution shall be made in accordance
                                with the provisions of Section 8.3.

                        (b)     If the present value of the Participant's Vested
                                Interest is $3,500 or less at the time it
                                becomes payable, the distribution shall always
                                be made in the form of a single sum cash payment
                                and shall be paid within a reasonable period of
                                time after the Plan Administrator is notified
                                of the Participant's death.

6.8     DEATH DISTRIBUTION COMMENCEMENT DATE. Upon the death of the Participant,
        the following distribution provisions shall take effect:

        (A)     If the Participant dies after distribution of his entire Vested
                Interest has commenced, the remaining portion of such Vested
                Interest will continue to be



                                       41
<PAGE>   44

                distributed at least as rapidly as under the method of
                distribution being used prior to the Participant's death.

                In no event shall distribution of the Participant's remaining
                Vested Interest be made in a lump sum after the Participant's
                death unless such distribution is consented to, in writing, by
                the Participant's Surviving Spouse, if any.

        (B)     If the Participant dies before distribution of his Vested
                Interest commences, the Participant's entire Vested Interest
                will be distributed no later than five years after the
                Participant's death except to the extent that an election is
                made to receive distributions in accordance with (1) or (2)
                below:

                (1)     If any portion of the Participant's Vested Interest is
                        payable to a designated Beneficiary, distributions may
                        be made in substantially equal installments over the
                        life or life expectancy of the designated Beneficiary
                        (or over a period not extending beyond the life
                        expectancy of such Beneficiary), commencing no later
                        than one year after the Participant's death;

                (2)     If the designated Beneficiary is the Participant's
                        Surviving Spouse, the date distributions are required to
                        begin in accordance with (1) above shall not be earlier
                        than the date on which the Participant would have
                        attained age 70-1/2. However, the Surviving Spouse may
                        elect, at any time following the Participant's death, to
                        defer the date on which distributions will begin until
                        no later than the date on which the Participant would
                        have attained age 70-1/2 and, if the Spouse dies before
                        payments begin, subsequent distributions shall be made
                        as if the Spouse had been the Participant.

        (C)     For purposes of (B) above, payments will be calculated by use of
                the return multiples specified in section 1.72-9 of the Income
                Tax Regulations. Life expectancy of a Surviving Spouse may be
                recalculated annually; however, in the case of any other
                designated Beneficiary, such life expectancy will be calculated
                at the time payment first commences without further
                recalculation.

        (D)     For purposes of this Section (Death Distribution Commencement
                Date) any amount paid to a child of the Participant will be
                treated as if it had been paid to the Surviving Spouse if the
                amount becomes payable to the Surviving Spouse when the child
                reaches the age of majority.

6.9     TRANSITIONAL RULE.

        (A)     Notwithstanding the other requirements of this Article and
                subject to the requirements of Article VIII, distribution on
                behalf of any Employee may be made in accordance with all of the
                following requirements (regardless of when such distribution
                commences):



                                       42
<PAGE>   45

                (1)     The distribution by the Plan is one which would not have
                        disqualified such Plan under Internal Revenue Code
                        section 401(a)(9) as in effect prior to amendment by the
                        Deficit Reduction Act of 1984.

                (2)     The distribution is in accordance with a method of
                        distribution designated by the Employee whose interest
                        in the trust is being distributed or, if the Employee is
                        deceased, by a Beneficiary of such Employee.

                (3)     Such designation was in writing, was signed by the
                        Employee or the Beneficiary, and was made before January
                        1, 1984.

                (4)     The Employee had accrued a benefit under the Plan as of
                        December 31, 1983.

                (5)     The method of distribution designated by the Employee or
                        the Beneficiary specifies the time at which distribution
                        will commence, the period over which distributions will
                        be made, and in the case of any distribution upon the
                        Employee's death, the Beneficiaries of the Employee
                        listed in order of priority.

        (B)     A distribution upon death will not be covered by this
                Transitional Rule unless the information in the designation
                contains the required information described above with respect
                to the distribution to be made upon the death of the Employee.

        (C)     For any distribution which commences before January 1, 1984, but
                continues after December 31, 1983, the Employee or the
                Beneficiary, to whom such distribution is being made, will be
                presumed to have designated the method of distribution under
                which the distribution is being made if the method of
                distribution was specified in writing and the distribution
                satisfies the requirements in Subsections (A) (1) and (A) (5).

        (D)     If a designation is revoked, any subsequent distribution must
                satisfy the requirements of Internal Revenue Code section
                401(a)(9) as amended. Any changes in the designation will be
                considered to be a revocation of the designation. However, the
                mere substitution or addition of another Beneficiary (one not
                named in the designation) under the designation will not be
                considered to be a revocation of the designation, so long as
                such substitution or addition does not alter the period over
                which distributions are to be made under the designation,
                directly or indirectly (for example, by altering the relevant
                measuring life).

6.10    ALTERNATE PAYEE SPECIAL DISTRIBUTION. Distributions pursuant to Section
        16.8 may be made without regard to the age or employment status of the
        Participant.



                                       43
<PAGE>   46

                                  ARTICLE VI.-A
                                DIRECT ROLLOVERS

6A.1    Notwithstanding any provision of the Plan to the contrary that would
        otherwise limit a Distributee's election under this Article, a
        Distributee may elect at the time and in the manner prescribed by the
        Plan Administrator, to have any portion of an Eligible Rollover
        Distribution paid directly to an Eligible Retirement Plan specified by
        the Distributee in a Direct Rollover, except as otherwise provided by
        the Employer's administrative procedures as permitted by regulations. In
        addition, a Distributee's election of a Direct Rollover shall be subject
        to the following requirements:

        (A)     If the Distributee elects to have only a portion of an Eligible
                Rollover Distribution paid to an Eligible Retirement Plan in a
                Direct Rollover, that portion must be equal to at least $500.

        (B)     If the entire amount of a Distributee's Eligible Rollover
                Distribution is $500 or less, the distribution may not be
                divided. Instead, the entire amount must either be paid to the
                Distributee or to an Eligible Retirement Plan in a Direct
                Rollover.

        (C)     A Distributee may not elect a Direct Rollover if the
                Distributee's Eligible Rollover Distributions during a year are
                reasonably expected by the Plan Administrator to total less than
                $200 (or any lower minimum amount specified by the Plan
                Administrator).

        (D)     A Distributee may not elect a Direct Rollover of an Offset
                Amount.

        (E)     A Distributee's election to make or not make a Direct Rollover
                with respect to one payment in a series of periodic payments
                shall apply to all subsequent payments in the series, except
                that a Distributee shall be permitted at any time to change,
                with respect to subsequent payments in the series of periodic
                payments, a previous election to make or not make a Direct
                Rollover. A change of election shall be accomplished by the
                Distributee notifying the Plan Administrator of the change. Such
                notice must be in the form and manner prescribed by the Plan
                Administrator.

6A.2    Definitions.

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

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



                                       44
<PAGE>   47

        (C)     Eligible Retirement Plan: An Eligible Retirement Plan is an
                individual retirement account described in section 408(a) of the
                code, an individual retirement annuity described in section
                408(b) of the Code, an annuity plan described in section 403(a)
                of the Code, or a qualified trust described in section 401(a) of
                the Code, that accepts the Distributee's Eligible Rollover
                Distribution. However, in the case of an Eligible Rollover
                Distribution to the Surviving Spouse, an Eligible Retirement
                Plan is an individual retirement account or an individual
                retirement annuity.

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

        (E)     Offset Amount: An Offset Amount is the amount by which a
                Participant's Account is reduced to repay a loan from the Plan
                (including the enforcement of the Plan's security interest in
                the Participant's Account).



                                       45
<PAGE>   48

                                  ARTICLE VII.
                               RETIREMENT BENEFITS

7.1     NORMAL RETIREMENT. A Participant who attains his Normal Retirement Age
        shall have a Vesting Percentage of 100%. If a Participant retires from
        the active Service of the Employer on his Normal Retirement Date, he
        shall be entitled to receive a distribution of the entire value of his
        Participant's Account as of his Normal Retirement Date.

7.2     LATE RETIREMENT. A Participant may continue in the Service of the
        Employer after his Normal Retirement Age, and in such event he shall
        retire on his Late Retirement Date. Such Participant shall continue as a
        Participant under this Plan until such Late Retirement Date. The
        Participant shall have a Vesting Percentage of 100% and shall be
        entitled to receive a distribution of the entire value of his
        Participant's Account as of his Late Retirement Date.

7.3     DISABILITY RETIREMENT. A Participant who retires from the Service of the
        Employer on account of Disability shall have a Vesting Percentage of
        100% and shall be entitled to receive a distribution of the entire value
        of his Participant's Account as of his Disability Retirement Date.



                                       46
<PAGE>   49

                                  ARTICLE VIII.
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1     GENERAL. The provisions of this Article shall take precedence over any
        conflicting provision in this Plan.

        The provisions of this Article shall apply to any Participant who is
        credited with at least one Hour of Service with the Employer on or after
        August 23, 1984, and such other Participants as provided in Section 8.7,
        unless:

        (A)     upon the death of the Participant the Participant's entire
                Vested Interest will be paid to the Participant's Surviving
                Spouse, but if there is no Surviving Spouse, or, if the
                Surviving Spouse has already consented in a manner conforming to
                a Qualified Election, then to the Participant's designated
                Beneficiary;

        (B)     the Participant does not elect payments in the form of a Life
                Annuity and has not previously elected payments in the form of a
                Life Annuity under the Plan, and

        (C)     as to the Participant, the Plan is not a direct or indirect
                transferee of a defined benefit plan, money purchase pension
                plan (including a target benefit plan), stock bonus, or
                profit-sharing plan which would otherwise provide for a Life
                Annuity form of payment to the Participant.

8.2     PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional form
        of benefit is selected pursuant to a Qualified Election within the
        ninety-day period ending on the first day on which all events have
        occurred which entitle the Participant to a benefit, a married
        Participant's Vested Interest will be paid in the form of a Qualified
        Joint and Survivor Annuity.

        An unmarried Participant will be provided a single Life Annuity unless
        the Participant elects another form of benefit during the applicable
        Election Period.

8.3     PAYMENT OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Unless an optional
        form of benefit has been selected within the Election Period pursuant to
        a Qualified Election, if a married Participant dies before his Annuity
        Starting Date, then the Participant's entire Vested Interest, less the
        amount of any unpaid loan balance outstanding under the terms of Article
        X-A, shall be applied toward the purchase of an immediate Annuity for
        the life of the Surviving Spouse. As an alternative to receiving the
        benefit in this form of an Annuity, the Surviving Spouse may elect to
        receive a single cash payment or any other form of payment provided for
        in the Plan within a reasonable time after the Participant's death.

8.4     DEFINITIONS.

        (A)     Election Period: The period which begins on the first day of the
                Plan Year in which the Participant attains age 35 and ends on
                the date of the Participant's



                                       47
<PAGE>   50

                death. If a Participant separates from Service prior to the
                first day of the Plan Year in which age 35 is attained, with
                respect to the account balance as of the date of separation, the
                Election Period shall begin on the date of separation.

                A Participant who has not attained age 35 as of the end of a
                Plan Year, may make a special Qualified Election to waive the
                Qualified Preretirement Survivor Annuity for the period
                beginning on the date of such election and ending on the first
                day of the Plan Year in which the Participant will attain age
                35. Such election shall not be valid unless the Participant
                receives a written explanation of the Qualified Preretirement
                Survivor Annuity in such terms as are comparable to the
                explanation required under Section 8.6 (A). Qualified
                Preretirement Survivor Annuity coverage will be automatically
                reinstated as of the first day of the Plan Year in which the
                Participant attains age 35. Any new waiver on or after such date
                shall be subject to the full requirements of this Article.

        (B)     Qualified Election: A waiver of a Qualified Joint and Survivor
                Annuity or a Qualified Preretirement Survivor Annuity. Any
                waiver of a Qualified Joint and Survivor Annuity or a Qualified
                Preretirement Survivor Annuity shall not be effective unless:
                (a) the Participant's Spouse consents in writing to the
                election; (b) the election designates a specific Beneficiary,
                including any class of Beneficiaries or any contingent
                Beneficiaries, which may not be changed without spousal consent
                (or the Spouse expressly permits designations by the Participant
                without any further spousal consent); (c) the Spouse's consent
                acknowledges the effect of the election; and (d) the Spouse's
                consent is witnessed by a Plan representative or notary public.
                Additionally, a Participant's waiver of the Qualified Joint and
                Survivor Annuity shall not be effective unless the election
                designates a form of benefit payment which may not be changed
                without spousal consent (or the Spouse expressly permits
                designations by the Participant without any further spousal
                consent). If it is established to the satisfaction of a Plan
                representative that such written consent cannot be obtained
                because:

                (1)     there is no Spouse;

                (2)     the Spouse cannot be located;

                (3)     the Participant is legally separated or has been
                        abandoned within the meaning of local law, and the
                        Participant has a court order to such effect;

                (4)     of other circumstances as the Secretary of the Treasury
                        may by regulations prescribe,

                the Participant's election to waive coverage will be considered
                a Qualified Election.

                Any consent by a Spouse obtained under this provision (or
                establishment that the consent of a Spouse may not be obtained)
                shall be effective only with respect to



                                       48
<PAGE>   51

                such Spouse. A consent that permits designations by the
                Participant without any requirement of further consent by such
                Spouse must acknowledge that the Spouse has the right to limit
                consent to a specific Beneficiary, and a specific form of
                benefit where applicable, and that the Spouse voluntarily elects
                to relinquish either or both of such rights. A revocation of a
                prior waiver may be made by a Participant without the consent of
                the Spouse at any time before the commencement of benefits. The
                number of revocations shall not be limited. No consent obtained
                under this provision shall be valid unless the Participant has
                received notice as provided in Section 8.6 below.

        (C)     Qualified Joint and Survivor Annuity: An immediate Annuity for
                the life of the Participant with a survivor Annuity for the life
                of the Spouse which is not less than 50% and not more than 100%
                of the amount of the Annuity which is payable during the joint
                lives of the Participant and the Spouse and which is the amount
                of benefit which can be purchased with the Participant's entire
                Vested Interest. If no survivor Annuity percentage has been
                specified in an election, the percentage payable to the Spouse
                will be 50%.

                Notwithstanding the above paragraph, a Qualified Joint and
                Survivor Annuity for an unmarried Participant shall mean an
                Annuity for the life of the Participant.

        (D)     Qualified Preretirement Survivor Annuity: A survivor Annuity for
                the life of the Spouse in the amount which can be purchased with
                the Participant's entire Vested Interest.

        (E)     Spouse (Surviving Spouse): The Spouse or Surviving Spouse of the
                Participant. A former Spouse may be treated as the Spouse or
                Surviving Spouse to the extent provided under a Qualified
                Domestic Relations Order as described in Internal Revenue Code
                section 414(p).

8.5     CONSENT REQUIREMENTS. Only the Participant need consent to the
        commencement of a distribution in the form of a Qualified Joint and
        Survivor Annuity while the account balance is immediately distributable.
        Neither the consent of the Participant nor the Participant's Spouse
        shall be required to the extent that a distribution is required to
        satisfy section 401(a)(9) or section 415 of the Code. An account balance
        is immediately distributable if any part of the account balance could be
        distributed to the Participant (or Surviving Spouse) before the
        Participant attains (or would have attained if not deceased) the later
        of Normal Retirement Age or age 62.

8.6     NOTICE REQUIREMENTS.

        (A)     In the case of a Qualified Joint and Survivor Annuity as
                described in Section 8.4 (C), the Plan Administrator shall
                provide each Participant within a reasonable period prior to the
                commencement of benefits a written explanation of: (i) the terms
                and conditions of a Qualified Joint and Survivor Annuity; (ii)
                the Participant's right to make and the effect of an election to
                waive the Qualified



                                       49
<PAGE>   52

                Joint and Survivor Annuity form of benefit; (iii) the rights of
                a Participant's Spouse; (iv) the right to make, and the effect
                of, a revocation of a previous election to waive the Qualified
                Joint and Survivor Annuity; (v) a general description of the
                eligibility conditions and other material features of the
                optional forms of benefit; and (vi) sufficient additional
                information to explain the relative values of the optional forms
                of benefit available to them under this Plan.

        (B)     In the case of a Qualified Preretirement Survivor Annuity as
                described in Section 8.4 (D), the Plan Administrator shall
                provide each Participant within the period beginning on the
                first day of the Plan Year in which the Participant attains age
                32 and ending with the close of the Plan Year preceding the Plan
                Year in which the Participant attains age 35, a written
                explanation of the Qualified Preretirement Survivor Annuity in
                such terms and in such manner as would be comparable to the
                explanation provided for meeting the requirements of Section 8.6
                (A) to a Qualified Joint and Survivor Annuity.

                If a Participant enters the Plan after the first day of the Plan
                Year in which the Participant attained age 32, the Plan
                Administrator shall provide notice no later than the close of
                the second Plan Year succeeding the entry of the Participant in
                the Plan.

                If a Participant enters the Plan after he has attained age 35,
                the Plan Administrator shall provide notice within a reasonable
                period of time following the entry of the Participant in the
                Plan.

                If a Participant's Termination of Employment occurs before the
                Participant attains age 35, the Plan Administrator shall provide
                notice within one year of such Termination of Employment.

8.7     TRANSITIONAL RULES.

        (A)     Any living Participant not receiving benefits on August 23,
                1984, who would otherwise not receive the benefits prescribed by
                the previous Sections of this Article must be given the
                opportunity to elect to have the prior Sections of this Article
                relating to the Qualified Preretirement Survivor Annuity apply
                if such Participant is credited with at least one Hour of
                Service under this Plan or a predecessor plan in a Plan Year
                beginning on or after January 1, 1976, and such Participant had
                at least 10 Years of Service for vesting purposes when he
                separated from Service.

        (B)     Any living Participant not receiving benefits on August 23,
                1984, who was credited with at least one Hour of Service under
                this Plan or a predecessor plan on or after September 2, 1974,
                and who is not otherwise credited with any Service in a Plan
                Year beginning on or after January 1, 1976, must be given the
                opportunity to have his or her benefits paid in accordance with
                Section 8.7 (D).



                                       50
<PAGE>   53

        (C)     The respective opportunities to elect (as described in Sections
                8.7 (A) and 8.7 (B) above) must be afforded to the appropriate
                Participants during the period commencing on August 23, 1984,
                and ending on the date benefits would otherwise commence to said
                Participants.

        (D)     Any Participant who has elected pursuant to Section 8.7 (B) of
                this Article and any Participant who does not elect under
                Section 8.7 (A) or who meets the requirements of Section 8.7 (A)
                except that such Participant does not have at least 10 Years of
                Service for vesting purposes when he separates from Service,
                shall have his benefits distributed in accordance with all of
                the following requirements if benefits would have been payable
                in the form of a life annuity:

                (1)     Automatic Joint and Survivor Annuity. If benefits in the
                        form of a life annuity become payable to a married
                        Participant who:

                        (a)     begins to receive payments under the Plan on or
                                after Normal Retirement Age; or

                        (b)     dies on or after Normal Retirement Age while
                                still working for the Employer; or

                        (c)     begins to receive payments on or after the
                                Qualified Early Retirement Age; or

                        (d)     separates from Service on or after attaining
                                Normal Retirement Age (or the Qualified Early
                                Retirement Age) and after satisfying the
                                eligibility requirements for the payment of
                                benefits under the Plan and thereafter dies
                                before beginning to receive such benefits;

                        then such benefits will be received under this Plan in
                        the form of a Qualified Joint and Survivor Annuity,
                        unless the Participant has elected otherwise during the
                        election period. The election period must begin at least
                        six months before the Participant attains Qualified
                        Early Retirement Age and end not more than 90 days
                        before the commencement of benefits. Any election
                        hereunder will be in writing and may be changed by the
                        Participant at any time.

                (2)     Election of Early Survivor Annuity: A Participant who is
                        employed after attaining the Qualified Early Retirement
                        Age will be given the opportunity to elect, during the
                        election period, to have a survivor annuity payable on
                        death. If the Participant elects the survivor annuity,
                        payments under such Annuity must not be less than the
                        payments which would have been made to the Spouse under
                        the Qualified Joint and Survivor Annuity if the
                        Participant had retired on the day before his or her
                        death. Any election under this provision will be in
                        writing and may be changed by the Participant at any
                        time. The election period begins on the later of (1) the



                                       51
<PAGE>   54

                        90th day before the Participant attains the Qualified
                        Early Retirement Age, or (2) the date on which
                        participation begins, and ends on the date the
                        Participant terminates employment.

                (3)     For purposes of this Section 8.7 (D):

                        (a)     Qualified Early Retirement Age is the latest of:

                                (i)     the earliest date, under the Plan, on
                                        which the Participant may elect to
                                        receive retirement benefits; or

                                (ii)    the first day of the 120th month
                                        beginning before the Participant reaches
                                        Normal Retirement Age; or

                                (iii)   the date the Participant begins
                                        participation.

                        (b)     Qualified Joint and Survivor Annuity is an
                                Annuity for the life of the Participant with a
                                survivor annuity for the life of the Spouse as
                                described in Section 8.4 (C).



                                       52
<PAGE>   55

                                   ARTICLE IX.
                            TERMINATION OF EMPLOYMENT

9.1     DISTRIBUTION. As of a Participant's Termination of Employment, he shall
        be entitled to receive a distribution of his entire Vested Interest.
        Such distribution shall be further subject to the terms and conditions
        of Article VI.

        If at the time of his Termination of Employment the Participant's
        Vesting Percentage is not 100% and the Participant does not take a
        distribution from the portion of his Vested Interest subject to the
        Vesting Percentage, the non-vested portion of his Participant's Account
        will become a Forfeiture upon the date the Participant incurs five
        consecutive One-Year Breaks in Service.

        If at the time of his Termination of Employment the Participant's
        Vesting Percentage is not 100% and such Participant does take a
        distribution from the portion of his Vested Interest subject to the
        Vesting Percentage, or if the Participant's Vesting Percentage is 0%,
        the non-vested portion of his Participant's Account will become a
        Forfeiture immediately.

        If the Participant, whose non-vested portion of his Participant's
        Account became a Forfeiture in accordance with the terms of the
        preceding paragraph, is later rehired by the Employer and re-enrolls in
        the Plan, Subsection (A), (B) or (C) below, as applicable, will apply:

        (A)     If the Participant was 0% vested at his Termination of
                Employment and did not incur five consecutive One-Year Breaks in
                Service after such date, the amount which became a Forfeiture,
                if any, shall be restored by the Employer at the time such
                Participant re-enrolls in the Plan. The Forfeiture, so restored,
                shall be included as part of that portion of his Participant's
                Account subject to the Vesting Percentage.

        (B)     If the Participant's Vesting Percentage was not 100% at his
                Termination of Employment and if the Participant did not incur
                five consecutive One-Year Breaks in Service after such date, the
                Participant shall be entitled to repay the portion of the
                distribution made at his Termination of Employment derived from
                Employer Contributions. The portion of the repayment that is
                attributable to amounts that were subject to the Vesting
                Percentage will no longer be considered a distribution for
                purposes of determining the Participant's Vested Interest. The
                repayment of such portion must be made before the Participant
                has incurred five consecutive One-Year Breaks in Service
                following the date he received the distribution or five years
                after the Participant is rehired by the Employer, whichever is
                earlier.

                If the Participant elects to make such repayment, the amount
                which became a Forfeiture, if any, shall be restored by the
                Employer at the same time such repayment is made. The
                Forfeiture, so restored, and the repayment shall be



                                       53
<PAGE>   56

                included as part of that portion of his Participant's Account
                subject to the Vesting Percentage. However, if the Participant
                does not elect to repay the distribution made in accordance with
                this Article within the period of time specified above, that
                Forfeiture shall remain a Forfeiture.

        (C)     If the Participant had incurred five consecutive One-Year Breaks
                in Service after his Termination of Employment, the amount which
                became a Forfeiture shall remain a Forfeiture and such
                Participant shall be prohibited from repaying a distribution
                made at his Termination of Employment.

9.2     NO FURTHER RIGHTS OR INTEREST. A Participant shall have no further
        interest in or any rights to any portion of his Participant's Account
        that becomes a Forfeiture due to his Termination of Employment once the
        Participant incurs five consecutive One-Year Breaks in Service in
        accordance with Article II.

9.3     APPLICATION OF FORFEITURES. Any Forfeiture arising in accordance with
        the provisions of Section 9.1 shall be used by the Employer to reduce
        and in lieu of the contributions made by the Employer next due under
        Article IV, or to pay Plan expenses, at the earliest opportunity after
        such Forfeiture becomes available.

        The provisions of the preceding sentence notwithstanding, in the event
        that a former Participant is rehired by the Employer and the Employer is
        required by the provisions of Section 9.1 of this Plan to restore the
        amount of a separate account that had been created upon such
        Participant's prior Termination of Employment and later forfeited,
        Forfeitures, if any, will first be used to restore such separate account
        to its value as of such Participant's prior Termination of Employment
        date. In the event that the available Forfeitures are not sufficient to
        make such restoration, the Employer will make an additional contribution
        sufficient to make such restoration.



                                       54
<PAGE>   57

                                   ARTICLE X.
                                   WITHDRAWALS

10.1    WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF ELECTIVE DEFERRAL
        CONTRIBUTIONS. Distributions of Elective Deferral Contributions may be
        made to a Participant in the event of a hardship. For purposes of this
        section, a distribution is made on account of hardship only if the
        distribution is made both on account of an immediate and heavy financial
        need of the Employee and is necessary to satisfy the financial need. In
        addition, for Plan Years beginning after December 31, 1988 any
        distribution on account of hardship shall be limited to the
        distributable amount described in paragraph (C) of this section.

        (A)     The following are the only financial needs considered immediate
                and heavy for purposes of this section:

                (1)     Expenses for medical care described in section 213(d) of
                        the Code previously incurred by the Employee, the
                        Employee's Spouse, or any dependents of the Employee (as
                        defined in section 152 of the Code) or necessary for
                        these persons to obtain medical care described in
                        section 213(d) of the Code;

                (2)     Payment of tuition and related educational fees for the
                        next 12 months of post-secondary education for the
                        Employee, his Spouse, children, or dependents (as
                        defined in section 152 of the Code);

                (3)     Costs directly related to the purchase of a principal
                        residence for the Employee (excluding mortgage
                        payments); or

                (4)     Payments necessary to prevent the eviction of the
                        Employee from the Employee's principal residence or
                        foreclosure on the mortgage on that residence.

        (B)     A distribution will be considered as necessary to satisfy an
                immediate and heavy financial need of the Employee only if all
                of the following requirements are satisfied:

                (1)     The hardship distribution is not in excess of the amount
                        of the immediate and heavy financial need of the
                        Employee. The amount of an immediate and heavy financial
                        need may include the amounts necessary to apply any
                        federal, state, or local income taxes or penalties
                        reasonably anticipated to result from the distribution.

                (2)     The Employee had obtained all distributions, other than
                        hardship distributions, and all nontaxable (at the time
                        of the loan) loans currently available under all plans
                        maintained by the Employer.



                                       55
<PAGE>   58

                (3)     The Employee is suspended from making Elective Deferral
                        Contributions and Employee Contributions to the Plan for
                        at least 12 months after receipt of the hardship
                        distribution. In addition, the Employee must be
                        prohibited under the terms of the plan or an otherwise
                        enforceable agreement from making Elective Deferral
                        Contributions and Employee Contributions to all other
                        plans maintained by the Employer for at least 12 months
                        after receipt of the hardship distribution.

                        For this purpose, the phrase "all other plans of the
                        Employer" means all qualified and nonqualified plans of
                        deferred compensation maintained by the Employer. The
                        phrase includes a stock option, stock purchase, or
                        similar plan, or a cash or deferred arrangement that is
                        part of a cafeteria plan within the meaning of section
                        125 of the Code. However, it does not include the
                        mandatory employee contribution part of a defined
                        benefit plan. It also does not include a health or
                        welfare benefit plan, including one that is part of a
                        cafeteria plan within the meaning of section 125 of the
                        Code.

                (4)     The Employee may not make Elective Deferral
                        Contributions to the Plan for the Employee's taxable
                        year immediately following the taxable year of the
                        hardship distribution in excess of the applicable limit
                        under section 402(g) of the Code for such taxable year
                        less the amount of such Employee's Elective Deferral
                        Contributions for the taxable year of the hardship
                        distribution. In addition, all other plans maintained by
                        the Employer must limit the Employee's Elective Deferral
                        Contributions for the next taxable year to the
                        applicable limit under section 402(g) of the Code for
                        that year minus the Employee's Elective Deferral
                        Contributions for the year of the hardship distribution.

        (C)     The distributable amount is equal to the Employee's total
                Elective Deferral Contribution as of the date of distribution,
                reduced by the amount of previous distributions of Elective
                Deferral Contributions on account of hardship. The Employee's
                total Elective Deferral Contributions shall be increased by
                income allocable to Elective Deferral Contributions. In the case
                of income allocable to Elective Deferral Contributions, the
                distributable amount may only include amounts that were credited
                to the Employee's Account as of December 31, 1988.

10.2    WITHDRAWAL OF PRIOR EMPLOYER CONTRIBUTIONS. A Participant may elect to
        withdraw from his Participant's Account, at any time, an amount equal to
        any whole percentage (not exceeding 100%) of his Vested Interest in his
        Participant's Account attributable to the value of his Prior Employer
        Contributions, including earnings.

10.3    WITHDRAWAL OF PRIOR EMPLOYEE CONTRIBUTIONS. A Participant may elect to
        withdraw from his Participant's Account, at any time, an amount equal to
        any whole



                                       56
<PAGE>   59

        percentage (not exceeding 100%) of his Vested Interest in his
        Participant's Account attributable to the value of his Prior Employee
        Contributions, including earnings.

10.4    WITHDRAWAL OF ROLLOVER CONTRIBUTIONS. At any time a Participant may
        elect to withdraw from his Participant's Account an amount up to 100% of
        the value of that portion of his account attributable to his Rollover
        Contributions as defined in Article IV. Such an election shall become
        effective in accordance with the Notification Section below.

10.5    NOTIFICATION. The Participant shall notify the Administrator in writing
        of his election to make a withdrawal under the preceding provisions of
        this Article X. Any such election shall be effective as of the date
        specified in such notice, which date must be at least 15 days after such
        notice is filed. Payment of the withdrawal shall be subject to the terms
        and conditions of Article VI.

10.6    NON-REPAYMENT. Withdrawals made in accordance with this Article X may
        not be repaid.

10.7    SPOUSAL CONSENT TO WITHDRAWAL. Prior to obtaining a withdrawal in
        accordance with this Article X, a married Participant must obtain
        spousal consent in accordance with the provisions of Article VIII unless
        such Participant meets the requirements set forth in Sections 8.1(A),
        (B) and (C).



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<PAGE>   60

                                  ARTICLE X.-A
                                      LOANS

10A.1   LOANS TO PARTICIPANTS. The Plan Administrator may make a bona fide loan
        to a Participant, in an amount which, when added to the outstanding
        balance of all other loans to the Participant from all qualified plans
        of the Employer, does not exceed the lesser of $50,000 reduced by the
        excess of the Participant's highest outstanding loan balance during the
        12 months preceding the date on which the loan is made over the
        outstanding loan balance on the date the new loan is made, or 50% of the
        Participant's Vested Interest in his Participant's Account. Participants
        will be limited to only one outstanding loan at a time.

        The loan shall be made under such terms, security interest, and
        conditions as the Plan Administrator deems appropriate, provided,
        however, that all loans granted hereunder:

        (A)     are available to all Participants and Beneficiaries, who are
                parties-in-interest pursuant to section 3(14) of ERISA, on a
                reasonably equivalent basis;

        (B)     are not made available to Highly Compensated Employees on a
                basis greater than the basis made available to other Employees;

        (C)     bear a reasonable rate of interest;

        (D)     are adequately secured;

        (E)     unless a Participant meets the requirements set forth in
                Sections 8.1(A), (B) and (C), are made only after a Participant
                obtains the consent of his Spouse, if any, to use his
                Participant's Account as security for the loan. Spousal consent
                shall be obtained no earlier than the beginning of the 90-day
                period that ends on the date on which the loan is to be so
                secured. The consent must be in writing, must acknowledge the
                effect of the loan, and must be witnessed by a plan
                representative or notary public. Such consent shall thereafter
                be binding with respect to the consenting Spouse or any
                subsequent Spouse with respect to that loan. A new consent shall
                be required if the Participant's Account is used for
                renegotiation, extension, renewal or other revision of the loan.

        (F)     are made in accordance with and subject to all of the provisions
                of this Article.

10A.2   LOAN PROCEDURES. The Plan Administrator shall establish a written set of
        procedures, set forth in the summary plan description, by which all
        loans will be administered. Such rules, which are incorporated herein by
        reference, will include, but not be limited to, the following:

        (A)     the person or persons authorized to administer the loan program,
                identified by name or position;



                                       58
<PAGE>   61

        (B)     the loan application procedure;

        (C)     the basis for approving or denying loans;

        (D)     any limits on the types of loans permitted;

        (E)     the procedure for determining a "reasonable" interest rate;

        (F)     acceptable collateral;

        (G)     default conditions; and

        (H)     steps which will be taken to preserve Plan assets in the event
                of default.



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<PAGE>   62

                                   ARTICLE XI.
                      FIDUCIARY DUTIES AND RESPONSIBILITIES

11.1    GENERAL FIDUCIARY STANDARD OF CONDUCT. Each Fiduciary of the Plan shall
        discharge his duties hereunder solely in the interest of the
        Participants and their Beneficiaries and for the exclusive purpose of
        providing benefits to Participants and their Beneficiaries and defraying
        reasonable expenses of administering the Plan. Each Fiduciary shall act
        with the care, skill, prudence, and diligence under the circumstances
        that a prudent man acting in a like capacity and familiar with such
        matters would use in conducting an enterprise of like character and with
        like aims, in accordance with the documents and instruments governing
        this Plan, insofar as such documents and instruments are consistent with
        this standard.

11.2    SERVICE IN MULTIPLE CAPACITIES. Any Person or group of persons may serve
        in more than one fiduciary capacity with respect to this Plan.

11.3    LIMITATIONS ON FIDUCIARY LIABILITY. Nothing in this Plan shall be
        construed to prevent any Fiduciary from receiving any benefit to which
        he may be entitled as a Participant or Beneficiary in this Plan, so long
        as the benefit is computed and paid on a basis which is consistent with,
        the terms of this Plan as applied to all other Participants and
        Beneficiaries. Nor shall this Plan be interpreted to prevent any
        Fiduciary from receiving any reasonable compensation for services
        rendered, or for the reimbursement of expenses properly and actually
        incurred in the performance of his duties with the Plan; except that no
        Person so serving who already receives full-time pay from an Employer
        shall receive compensation from this Plan, except for reimbursement of
        expenses properly and actually incurred.

11.4    INVESTMENT MANAGER. When an Investment Manager has been appointed, he is
        required to acknowledge in writing that he has undertaken a Fiduciary
        responsibility with respect to the Plan.



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<PAGE>   63

                                  ARTICLE XII.
                                THE ADMINISTRATOR

12.1    DESIGNATION AND ACCEPTANCE. The Employer shall designate a person or
        persons to serve as Administrator under the Plan and such person, by
        joining in the execution of this Plan and Trust Agreement accepts such
        appointment and agrees to act in accordance with the terms of the Plan.

12.2    DUTIES AND AUTHORITY. The Administrator shall administer the Plan in a
        nondiscriminatory manner for the exclusive benefit of Participants and
        their Beneficiaries.

        The Administrator shall perform all such duties as are necessary to
        operate, administer, and manage the Plan in accordance with the terms
        thereof, including but not limited to the following:

        (A)     To determine all questions relating to a Participant's coverage
                under the Plan;

        (B)     To maintain all necessary records for the administration of the
                Plan;

        (C)     To compute and authorize the payment of retirement income and
                other benefit payments to eligible Participants and
                Beneficiaries;

        (D)     To interpret and construe the provisions of the Plan and to make
                regulations which are not inconsistent with the terms thereof;
                and

        (E)     To advise or assist Participants regarding any rights, benefits,
                or elections available under the Plan.

        The Administrator shall take all such actions as are necessary to
        operate, administer, and manage the Plan as a retirement program which
        is at all times in full compliance with any law or regulation affecting
        this Plan.

        The Administrator may allocate certain specified duties of plan
        administration to an individual or group of individuals who, with
        respect to such duties, shall have all reasonable powers necessary or
        appropriate to accomplish them.

12.3    EXPENSES AND COMPENSATION. All expenses of administration may be paid
        out of the Trust fund unless paid by the Employer. Such expenses shall
        include any expenses incident to the functioning of the Administrator,
        including, but not limited to, fees of accountants, counsel, and other
        specialists and their agents, and other costs of administering the Plan.
        Until paid, the expenses shall constitute a liability of the Trust fund.
        However, the Employer may reimburse the Trust fund for any
        administration expense incurred. Any administration expense paid to the
        Trust fund as a reimbursement shall not be considered an Employer
        Contribution. Nothing shall prevent the Administrator from receiving
        reasonable compensation for services rendered in



                                       61
<PAGE>   64

        administering this Plan, unless the Administrator already receives
        full-time pay from any Employer adopting the Plan.

12.4    INFORMATION FROM EMPLOYER. To enable the Administrator to perform his
        functions, the Employer shall supply full and timely information to the
        Administrator on all matters relating to this Plan as the Administrator
        may require.

12.5    ADMINISTRATIVE COMMITTEE; MULTIPLE SIGNATURES. In the event that more
        than one person has been duly nominated to serve on the Administrative
        Committee and has signified in writing the acceptance of such
        designation, the signature(s) of one or more persons may be accepted by
        an interested party as conclusive evidence that the Administrative
        Committee has duly authorized the action therein set forth and as
        representing the will of and binding upon the whole Administrative
        Committee. No person receiving such documents or written instructions
        and acting in good faith and in reliance thereon shall be obliged to
        ascertain the validity of such action under the terms of this Plan. The
        Administrative Committee shall act by a majority of its members at the
        time in office and such action may be taken either by a vote at a
        meeting or in writing without a meeting.

12.6    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. The Administrator, or
        any member of the Administrative Committee, may resign at any time by
        delivering to the Employer a written notice of resignation, to take
        effect at a date specified therein, which shall not be less than 30 days
        after the delivery thereof, unless such notice shall be waived.

        The Administrator may be removed with or without cause by the Employer
        by delivery of written notice of removal, to take effect at a date
        specified therein, which shall be not less than 30 days after delivery
        thereof, unless such notice shall be waived.

        The Employer, upon receipt of or giving notice of the resignation or
        removal of the Administrator, shall promptly designate a successor
        Administrator who must signify acceptance of this position in writing.
        In the event no successor is appointed, the Board of Directors of the
        Employer will function as the Administrative Committee until a new
        Administrator has been appointed and has accepted such appointment.

12.7    INVESTMENT MANAGER. The Administrator may appoint, in writing, an
        Investment Manager or Managers to whom is delegated the authority to
        manage, acquire, invest or dispose of all or any part of the Trust
        assets. With regard to the assets entrusted to his care, the Investment
        Manager shall provide written instructions and directions to the
        Trustee, who shall in turn be entitled to rely upon such written
        direction. This appointment and delegation shall be evidenced by a
        signed written agreement.

12.8    DELEGATION OF DUTIES. The Administrator shall have the power, to the
        extent permitted by law, to delegate the performance of such Fiduciary
        and non-Fiduciary duties, responsibilities and functions as the
        Administrator shall deem advisable for the



                                       62
<PAGE>   65

        proper management and administration of the Plan in the best interests
        of the Participants and their Beneficiaries.



                                       63
<PAGE>   66

                                  ARTICLE XIII.
                              PARTICIPANTS' RIGHTS

13.1    GENERAL RIGHTS OF PARTICIPANTS AND BENEFICIARIES. The Plan is
        established and the Trust assets are held for the exclusive purpose of
        providing benefits for such Employees and their Beneficiaries as have
        qualified to participate under the terms of the Plan.

13.2    FILING A CLAIM FOR BENEFITS. A Participant or Beneficiary or the
        Employer acting in his behalf, shall notify the Administrator of a claim
        of benefits under the Plan. Such request shall be in writing to the
        Administrator and shall set forth the basis of such claim and shall
        authorize the Administrator to conduct such examinations as may be
        necessary to determine the validity of the claim and to take such steps
        as may be necessary to facilitate the payment of any benefits to which
        the Participant or Beneficiary may be entitled under the terms of the
        Plan.

        A decision by the Administrator shall be made promptly and not later
        than 90 days after the Administrator's receipt of the claim of benefits
        under the Plan, unless special circumstances require an extension of the
        time for processing, in which case a decision shall be rendered as soon
        as possible, but not later than 180 days after the initial receipt of
        the claim of benefits.

13.3    DENIAL OF CLAIM. Whenever a claim for benefits by any Participant or
        Beneficiary has been denied by a Plan Administrator, a written notice,
        prepared in a manner calculated to be understood by the Participant must
        be provided, setting forth (1) the specific reasons for the denial; (2)
        the specific reference to pertinent Plan provisions on which the denial
        is based; (3) a description of any additional material or information
        necessary for the claimant to perfect the claim and an explanation of
        why such material or information is necessary; and (4) an explanation of
        the Plan's claim review procedure.

13.4    REMEDIES AVAILABLE TO PARTICIPANTS. A Participant or Beneficiary may (1)
        request a review by a Named Fiduciary, other than the Administrator,
        upon written application to the Plan; (2) review pertinent Plan
        documents; and (3) submit issues and comments in writing to a Named
        Fiduciary. A Participant or Beneficiary shall have 60 days after receipt
        by the claimant of written notification of a denial of a claim to
        request a review of a denied claim.

        A decision by a Named Fiduciary shall be made promptly and not later
        than 60 days after the Named Fiduciary's receipt of a request for
        review, unless special circumstances require an extension of the time
        for processing, in which case a decision shall be rendered as soon as
        possible, but not later than 120 days after receipt of a request for
        review. The decision on review by a Named Fiduciary shall be in writing
        and shall include specific reasons for the decision, written in a manner
        calculated to be understood by the claimant, and specific references to
        the pertinent Plan provisions on which the decision is based.



                                       64
<PAGE>   67

        A Participant or Beneficiary shall be entitled, either in his own name
        or in conjunction with any other interested parties, to bring such
        actions in law or equity or to undertake such administrative actions or
        to seek such relief as may be necessary or appropriate to compel the
        disclosure of any required information, to enforce or protect his
        rights, to recover present benefits due to him, or to clarify his rights
        to future benefits under the Plan.

13.5    REINSTATEMENT OF BENEFIT. In the event any portion of a distribution
        which is payable to a Participant or a Beneficiary shall remain unpaid
        on account of the inability of the Plan Administrator, after diligent
        effort, to locate such Participant or Beneficiary, the amount so
        distributable shall be treated as a Forfeiture under the Plan. If a
        claim is made by the Participant or Beneficiary for any benefit
        forfeited under this section, such benefit shall be reinstated.

13.6    LIMITATION OF RIGHTS. Participation hereunder shall not grant any
        Participant the right to be retained in the Service of the Employer or
        any other rights or interest in the Plan or Trust fund other than those
        specifically herein set forth.

13.7    PARTICIPANT CONTRIBUTIONS. Each Participant, regardless of his length of
        Service with the Employer, shall be fully vested (100%) at all times in
        any portion of his Participant's Account attributable to the following:

        -       Rollover Contributions

        -       Prior Employee Contributions.

13.8    MERGERS OR TRANSFERS. In the case of any merger or consolidation with or
        transfer of assets or liabilities to any other qualified plan after
        September 2, 1974, the following conditions must be met:

        (A)     The sum of the account balances in each plan shall equal the
                fair market value (determined as of the date of the merger or
                transfer as if the plans had then terminated) of the entire plan
                assets.

        (B)     The assets of each plan shall be combined to form the assets of
                the plan as merged (or transferred).

        (C)     Immediately after the merger (or transfer), each Participant in
                the plan merged (or transferred) shall have an account balance
                equal to the sum of the account balances the Participant had in
                the plans immediately prior to the merger (or transfer).

        (D)     Immediately after the merger (or transfer) each Participant in
                the plan merged (or transferred) shall be entitled to the same
                optional benefit forms as he was entitled to immediately prior
                to the merger (or transfer).



                                       65
<PAGE>   68

        In the case of any merger or consolidation with or transfer of assets or
        liabilities to any defined benefit plan after September 2, 1974, one of
        the plans before such merger, consolidation, or transfer shall be
        converted into the other type of plan and either the rules described
        above, applicable to the merger of two defined contribution plans, or
        the rules applicable to the merger of two defined benefit plans, as
        appropriate, shall be applied.

13.9    PARTICIPANT'S ACCOUNT AND VALUATION. A Participant's Account shall be
        maintained on behalf of each Participant until such account is
        distributed in accordance with the terms of this Plan. At least once per
        year, as of the last day of the Plan Year, each Participant's Account
        shall be adjusted for any earnings, gains, losses, contributions,
        withdrawals, loans, and expenses, attributable to such Plan Year, in
        order to obtain a new valuation of the Participant's Account.

13.10   INVESTMENT OF CONTRIBUTIONS. Each Participant shall have the exclusive
        authority to direct the investment of contributions made to his
        Participant's Account. In accordance with the procedures established by
        the Plan Administrator, the Participant shall elect to have a specified
        percentage invested in one or more investment funds, as long as the
        designated percentage for each fund is a whole number, and the sum of
        the percentages allocated is equal to 100%. In addition, the Participant
        may change such election once every month at any time. All investment
        changes are subject to the rules of the investment fund(s) in which the
        Participant's Account is or is to be invested.

13.11   TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant may designate amounts
        invested pursuant to the section above to be transferred between the
        investment funds once every month at any time in accordance with the
        procedures established by the Plan Administrator.

        Notwithstanding the above, the transfer of amounts between investment
        funds shall be subject to the rules of the investment funds in which the
        Participant's Account is invested or is to be invested.



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<PAGE>   69

                                  ARTICLE XIV.
                      AMENDMENT OR TERMINATION OF THE PLAN

14.1    AMENDMENT OF PLAN. The Employer shall have the right from time to time
        to modify or amend, in whole or in part, any or all provisions of the
        Plan, provided that a Board of Directors' resolution pursuant to such
        modification or amendment shall first be adopted and provided further
        that the modification or amendment is signed by the Employer and the
        Administrator. Upon any such modification or amendment the Administrator
        and the Trustee shall be furnished a copy thereof. No amendment shall
        deprive any Participant or Beneficiary of any Vested Interest hereunder.
        Any Participant having not less than three Years of Service shall be
        permitted to elect, in writing, to have his Vesting Percentage computed
        under the Plan without regard to such amendment.

        The period during which the election must be made by the Participant
        shall begin no later than the date the Plan Amendment is adopted and end
        no later than after the latest of the following dates:

        (A)     The date which is 60 days after the day the amendment is
                adopted; or

        (B)     The date which is 60 days after the day the amendment becomes
                effective; or

        The date which is 60 days after the day the Participant is issued
        written notice of the amendment by the Employer or Administrator.

        Such written election by a Participant shall be made to the
        Administrator.

        No amendment to the Plan shall decrease a Participant's Account balance
        or eliminate an optional form of distribution. Notwithstanding the
        preceding sentence, a Participant's Account balance may be reduced to
        the extent permitted under Internal Revenue Code section 412(c)(8).
        Furthermore, no amendment to the Plan shall have the effect of
        decreasing a Participant's Vested Interest determined without regard to
        such amendment as of the later of the date such amendment is adopted or
        the date it becomes effective.

14.2    CONDITIONS OF AMENDMENT. The Employer shall not make any amendment which
        would cause the Plan to lose its status as a qualified plan within the
        meaning of section 401(a) of the Code.

14.3    TERMINATION OF THE PLAN. The Employer intends to continue the Plan
        indefinitely for the benefit of its Employees, but reserves the right to
        terminate the Plan at any time by resolution of its Board of Directors.
        Upon such termination, the liability of the Employer to make
        contributions hereunder shall terminate.

14.4    FULL VESTING. Upon the termination or partial termination of the Plan,
        or upon complete discontinuance of Employer contributions, the rights of
        all affected Participants in and to the amounts credited to each such
        Participant's Account shall be 100% vested and nonforfeitable.



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<PAGE>   70

14.5    DISTRIBUTIONS UPON PLAN TERMINATION. If this Plan is terminated and the
        Employer does not maintain or establish another defined contribution
        plan, pursuant to Code section 401(k)(10)(A)(i), each Participant shall
        receive a total distribution, in the form of a lump-sum distribution as
        defined in Code section 401(k)(10)(B)(ii), of his Participant's Account
        in accordance with the terms and conditions of Article VI.

        However, if this Plan is terminated and the Employer does maintain or
        establish another defined contribution plan as discussed in the above
        paragraph, or if the Plan is only partially terminated, each Participant
        shall receive a total distribution of his Participant's Account,
        excluding any amounts attributable to Elective Deferral Contributions
        and contributions made by the Employer designated as 401(k)
        contributions in accordance with the terms and conditions of Article VI.
        In such a situation, any amounts in a Participant's Account attributable
        to Elective Deferral Contributions and contributions made by the
        Employer designated as 401(k) contributions may be distributed only upon
        the occurrence of an event described in Article VI.

        No Participant and/or spousal consent will be required for a
        distribution where no successor plan exists. However, if the Employer
        does maintain a successor plan, Participant and/or spousal consent is
        required for a distribution exceeding $3,500. The Participant's Account
        will be transferred to such successor plan if the required consents are
        not received.

14.6    APPLICATION OF FORFEITURES. Upon the termination of the Plan, any
        Forfeitures which have not been applied as of such termination to reduce
        the contribution made by the Employer shall be credited on a pro rata
        basis to the Participant's Account of the then Active Participants in
        the same manner as the last contribution made by the Employer under the
        Plan.

14.7    APPROVAL BY THE INTERNAL REVENUE SERVICE. Notwithstanding any other
        provisions of this Plan, the Employer's adoption of this Plan is subject
        to the condition precedent that the Employer's Plan shall be approved
        and qualified by the Internal Revenue Service as meeting the
        requirements of section 401(a) of the Internal Revenue Code and that
        the Trust established in connection herewith shall be entitled to
        exemption under the provisions of section 501(a). In the event the Plan
        initially fails to qualify and the Internal Revenue Service issues a
        final ruling that the Employer's Plan or Trust fails to so qualify as of
        the Effective Date, all liability of the Employer to make further
        contributions hereunder shall cease. The Plan Administrator, Trustee and
        any other Named Fiduciary shall be notified immediately by the Employer,
        in writing, of such failure to qualify. Upon such notification, the
        value of the Participants' Accounts shall be distributed in cash to the
        Employer, subject to the terms and conditions of Article VI.

        That portion of such distribution which is attributable to Participant
        Contributions as specified in Section 13.7, if any, shall be paid to the
        Participant, and the balance of such distribution shall be paid to the
        Employer.



                                       68
<PAGE>   71

14.8    SUBSEQUENT UNFAVORABLE DETERMINATION. If the Employer is notified
        subsequent to initial favorable qualification that the Plan is no longer
        qualified within the meaning of section 401(a) of the Internal Revenue
        Code, or that the Trust is no longer entitled to exemption under the
        provisions of section 501(a), and if the Employer shall fail within a
        reasonable time to make any necessary changes in order that the Plan
        and/or Trust shall so qualify, the Participants' Accounts shall be fully
        vested and nonforfeitable and shall be disposed of as if the Plan had
        terminated, in the manner set forth in this Article XIV.



                                       69
<PAGE>   72

                                   ARTICLE XV.
                              SUBSTITUTION OF PLANS

15.1    SUBSTITUTION OF PLANS. Subject to the provisions of Section 13.8 the
        Employer may substitute an individually designed plan or a master or
        prototype plan for this Plan without terminating this Plan as embodied
        herein and this shall be deemed to constitute an amendment and
        restatement in its entirety of this Plan as heretofore adopted by the
        Employer, provided, however, that the Employer shall have certified to
        the Trustee that this Plan is being continued on a restated basis which
        meets the requirements of section 401(a) of the Internal Revenue Code
        and ERISA.

15.2    TRANSFER OF ASSETS. Upon 90 days written notification from the Employer
        that a different plan meeting the requirements set forth in Section 15.1
        above has been executed and entered into by the Administrator and the
        Employer, and after the Trustee has been furnished the Employer's
        certification in writing that the Employer intends to continue the Plan
        as a qualified Plan under section 401(a) of the Internal Revenue Code
        and ERISA, assets which represent the value of all Participant's
        Accounts may be transferred in accordance with the instructions received
        from or on behalf of the Employer. The Trustee may rely fully on the
        representations or directions of the Employer with respect to any such
        transfer and shall be fully protected and discharged with respect to any
        such transfer made in accordance with such representations,
        instructions, or directions.



                                       70
<PAGE>   73

                                  ARTICLE XVI.
                                  MISCELLANEOUS

16.1    NON-REVERSION. This Plan has been established by the Employer for the
        exclusive benefit of the Participants and their Beneficiaries. Except as
        otherwise provided in Sections 14.7, 16.7, and 16.8, under no
        circumstances shall any funds contributed hereunder, at any time, revert
        to or be used by the Employer, nor shall any such funds or assets of any
        kind be used other than for the benefit of the Participants or their
        Beneficiaries.

16.2    GENDER AND NUMBER. When necessary to the meaning hereof, and except when
        otherwise indicated by the context, either the masculine or the neuter
        pronoun shall be deemed to include the masculine, the feminine, and the
        neuter, and the singular shall be deemed to include the plural.

16.3    REFERENCE TO THE CODE AND ERISA. Any reference to any section of the
        Internal Revenue Code, ERISA, or to any other statute or law shall be
        deemed to include any successor law of similar import.

16.4    GOVERNING LAW. The Plan and Trust shall be governed and construed in
        accordance with the laws of the state where the Trustee has its
        principal office if the Trustee is a corporation or an association,
        otherwise under the laws of the state where the Employer has its
        principal office.

16.5    COMPLIANCE WITH THE CODE AND ERISA. This Plan is intended to comply with
        all requirements for qualification under the Internal Revenue Code and
        ERISA, and if any provision hereof is subject to more than one
        interpretation or any term used herein is subject to more than one
        construction, such ambiguity shall be resolved in favor of that
        interpretation or construction which is consistent with the Plan being
        so qualified. If any provision of the Plan is held invalid or
        unenforceable, such invalidity or unenforceability shall not affect any
        other provisions, and this Plan shall be construed and enforced as if
        such provision had not been included.

16.6    NON-ALIENATION. It is a condition of the Plan, and all rights of each
        Participant shall be subject thereto, that no right or interest of any
        Participant in the Plan shall be assignable or transferable in whole or
        in part either directly or by operation of law or otherwise, including.
        but without limitation, execution, levy, garnishment, attachment,
        pledge, bankruptcy or in any other manner, and no right or interest of
        any Participant in the Plan shall be liable for or subject to any
        obligation or liability of such Participant. The preceding sentence
        shall not preclude the enforcement of a federal tax levy made pursuant
        to section 6331 of the Code or the collection by the United States on a
        judgement resulting from an unpaid tax assessment.

16.7    CONTRIBUTION RECAPTURE. Notwithstanding any other provisions of this
        Plan, (1) in the case of a contribution which is made by an Employer by
        a mistake of fact, Section 16.1 shall not prohibit the return of such
        contribution to the Employer within one year



                                       71
<PAGE>   74

        after the payment of the contribution, and (2) if a contribution is
        conditioned upon the deductibility of the contribution under section 404
        of the Code, then, to the extent the deduction is disallowed, Section
        16.1 shall not prohibit the return to the Employer of such contribution
        (to the extent disallowed) within one year after the disallowance of the
        deduction. The amount which may be returned to the Employer is the
        excess of (1) the amount contributed over (2) the amount that would have
        been contributed had there not occurred a mistake of fact or a mistake
        in determining the deduction. Earnings attributable to the excess
        contribution may not be returned to the Employer, but losses
        attributable thereto must reduce the amount to be so returned.
        Furthermore, if the withdrawal of the amount attributable to the
        mistaken contribution would cause the balance of the individual account
        of any Participant to be reduced to less than the balance which would
        have been in the account had the mistaken amount not been contributed,
        then the amount to be returned to the Employer would have to be limited
        so as to avoid such reduction.

16.8    QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding any other
        provisions of this Plan, the Participant's Account may be segregated and
        distributed pursuant to a Qualified Domestic Relations Order within the
        meaning of Internal Revenue Code section 414(p). The Plan Administrator
        shall establish procedures for determining if a Domestic Relations Order
        is qualified within the meaning of section 414(p).



                                       72
<PAGE>   75

                                  AMENDMENT TO
     DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR UNION EMPLOYEES

                WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to
as the "Employer") established the Dominick's Finer Foods, Inc. 401(k)
Retirement Plan for Union Employees (hereinafter referred to as the "Plan")
effective March 25, 1957 for the benefit of its eligible Employees and their
Beneficiaries; and

                WHEREAS, the Employer reserved the right to amend the Plan under
the terms thereof, and

                WHEREAS, the Employer desires to amend the Plan to provide for
its funding through a Group Annuity Contract issued by Connecticut General Life
Insurance Company and to transfer all Plan assets; and

                WHEREAS, the Employer now desires to amend the Plan and restate
its provisions to comply with the requirements of the Tax Reform Act of 1986
(TRA `86), the Omnibus Budget Reconciliation Act of 1986 (OBRA `86), and the
Unemployment Compensation Amendment of 1992 (UCA `92) if applicable;

                NOW THEREFORE, the Plan is hereby amended and restated in its
entirety effective January 1, 1993 except as follows:

                1.      Effective for calendar years beginning on January 1,
1987, the provisions regarding limits on Elective Deferral Contributions shall
be amended and governed by the terms of Article IV of the Plan attached hereto.

                2.      Effective on the first day of the Plan Year beginning in
1987, the provisions relating to the special nondiscrimination test for Elective
Deferral Contributions under Code section 401(k), as defined in Article I,
shall be amended and governed by the terms of the Plan attached hereto.

                3.      Effective on the first day of the Plan Year beginning in
1987, the provisions relating to the special nondiscrimination test for Matching
Contributions and Employee Contributions under Code section 401(m), as defined
in Article I, shall be amended and governed by the terms of the Plan attached
hereto.

                4.      Effective on the first day of the Plan Year beginning in
1987, the provisions defining Highly Compensated Employee shall be amended and
governed by the terms of Article I of the Plan attached hereto.



                                       73
<PAGE>   76

                5.      Effective on the first day of the Plan Year beginning in
1987, the provisions regarding loans shall be amended and governed by the terms
of Article X-A of the Plan attached hereto. However, prior to October 18, 1989,
if a Participant's Vested Interest in his Participant's Account was less than
$20,000, the Participant was able to borrow up to the lesser of $10,000 or his
Vested Interest attributable to contributions which were available for loans.

                6.      Effective on the first day of the Plan Year beginning in
1987, the provisions regarding Limitations on Allocations shall be amended and
governed by the terms of Article V of the Plan attached hereto.

                7.      Effective on the first day of the Plan Year beginning in
1987, contributions made to this Plan shall no longer require Considered Net
Profits.

                8.      Effective on the first day of the Plan Year beginning in
1989, Compensation for purposes of the Plan shall be limited to a maximum of
$200,000.

                9.      Effective on January 1, 1989, the provisions relating to
required minimum distributions shall be amended and governed by the terms of the
Plan attached hereto.

                10.     Effective on the first day of the Plan Year beginning in
1989, the provisions relating to withdrawals for Serious Financial Hardship
shall be amended and governed by the terms of Article X of the Plan attached
hereto.

                11.     Effective on the first day of the 1992 Plan Year, the
provisions relating to the determination of a financial need for a Serious
Financial Hardship shall be liberalized in accordance with the rules set forth
in the final 401(k) regulations.

                12.     Effective on the first day of the 1992 Plan Year, the
provisions relating to the correction of excess Annual Additions shall be
amended and governed by the terms of Article V of the Plan attached hereto.

                13.     Effective January 1, 1993, the provisions relating to
Direct Rollovers shall be added to the Plan as governed by the terms of Article
VI-A of the Plan attached hereto.

                14.     Effective for Plan Years beginning in 1994, Compensation
shall be limited to a maximum of $150,000.

                15.     The terms of the Plan as heretofore set forth shall no
longer apply with respect to Participants under the Plan who have not terminated
employment (including terminations on account of Retirement, death or
Disability); and the terms of the Plan with respect to such Participants shall
henceforth be as set forth in the Dominick's Finer Foods, Inc. 401(k) Retirement
Plan for Union Employees, a copy of which is attached to and forms a part of
this amendment.

                16.     The Plan and Trust as amended and restated, shall
represent a continuation of the prior Plan and Trust as heretofore set forth and
shall not abridge or curtail any rights accorded to Participants under said
prior instrument.



                                       74
<PAGE>   77

                IN WITNESS WHEREOF, the Employer, the Administrator and the
Trustee have hereunto affixed their signatures.


Executed at                             on June 24, 1994
           --------------------------


                                        DOMINICK'S FINER FOODS, INC.

                                        By /s/ Charles L.B.
- ----------------------------------        --------------------------------------
                 Witness
                                        Title S.V.P. Human Resources
                                             -----------------------------------

Accepted this 24th day of June, 1994.

                                        By /s/ Chris Wendt
- ----------------------------------        --------------------------------------
                 Witness                              Administrator

Accepted this 21st day of July, 1994.

/s/ Maria E. Malave                     By /s/ J.G.S.
- ----------------------------------        --------------------------------------
                 Witness                                 Trustee

                                 IMPORTANT NOTE

                Neither Connecticut General Life Insurance Company nor any of
its employees can provide you with legal advice in connection with the execution
of this document. Prior to execution of this document, you should consult your
attorney on whether this document is appropriate for you.



                                       75
<PAGE>   78

                                  AMENDMENT TO
               DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN
                               FOR UNION EMPLOYEES

                WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to
as the "Employer") established the Dominick's Finer Foods, Inc. 401(k)
Retirement Plan for Union Employees (hereinafter referred to as the "Plan")
effective March 25, 1957 for the benefit of its eligible Employees and their
Beneficiaries; and

                WHEREAS, the Employer reserved the right to amend the Plan in
section 14.1 thereof, and

                WHEREAS, the Employer now desires to amend the Plan to reflect
that investment changes and transfers may be made at any time; and

                NOW THEREFORE, the Plan is hereby amended effective June 30,
1995 as follows:

                1.      Section 13.10 is deleted in its entirety and replaced
                        with the following:

                "13.10 INVESTMENT OF CONTRIBUTIONS. Each Participant shall have
                the exclusive authority to direct the investment of
                contributions made to his Participant's Account. In accordance
                with the procedures established by the Plan Administrator, the
                Participant shall elect to have a specified percentage invested
                in one or more investment funds, as long as the designated
                percentage for each fund is a whole number, and the sum of the
                percentages allocated is equal to 100%. In addition, the
                Participant may change such election at any time. All investment
                changes are subject to the rules of the investment fund(s) in
                which the Participant's Account is or is to be invested."

                2.      Section 13.11 is deleted in its entirety and replaced
                        with the following:

                "13.11 TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant may
                designate amounts invested pursuant to the section above to be
                transferred between the investment funds at any time in
                accordance with the procedures established by the Plan
                Administrator.

                Notwithstanding the above, the transfer of amounts between
                investment funds shall be subject to the rules of the investment
                funds in which the Participant's Account is invested or is to be
                invested."



                                       76
<PAGE>   79

                IN WITNESS WHEREOF, the Employer, the Administrator and the
Trustee have hereunto affixed their signatures.


Executed at Dominick's Finer Foods      on November 15, 1995


                                        DOMINICK'S FINER FOODS, INC.


/s/ A.S.                                By /s/ Robert G. M.
- ----------------------------------        --------------------------------------
                 Witness

                                        Title President & C.O.O.
                                             -----------------------------------

Accepted this 15th day of
November, 1995.

/s/ L. Alexander                        By /s/ L. Canter
- ----------------------------------        --------------------------------------
                 Witness                              Administrator

Accepted this ___ day of _________.

                                        By
- ----------------------------------        --------------------------------------
                 Witness                                 Trustee

                                 IMPORTANT NOTE

                Neither Connecticut General Life Insurance Company nor any of
its employees can provide you with legal advice in connection with the execution
of this document. Prior to execution of this document, you should consult your
attorney on whether this document is appropriate for you.



                                       77
<PAGE>   80

                                  AMENDMENT TO
               DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN
                               FOR UNION EMPLOYEES

                WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to
as the "Employer") established the Dominick's Finer Foods, Inc. 401(k)
Retirement Plan for Union Employees (hereinafter referred to as the "Plan")
effective March 25, 1957 for the benefit of its eligible Employees and their
Beneficiaries; and

                WHEREAS, the Employer reserved the right to amend the Plan in
section 14.1 thereof; and

                WHEREAS, the Employer now desires to amend the Plan to reflect
that Participants may have two outstanding loans at a time; and

                NOW THEREFORE, the Plan is hereby amended effective October 1,
1995 as follows:

Section 10A.1 is deleted in its entirety and replaced with the following:

                "10A.1 LOANS TO PARTICIPANTS. The Plan Administrator may make a
                bona fide loan to a Participant, in an amount which, when added
                to the outstanding balance of all other loans to the Participant
                from all qualified plans of the Employer, does not exceed the
                lesser of $50,000 reduced by the excess of the Participant's
                highest outstanding loan balance during the 12 months preceding
                the date on which the loan is made over the outstanding loan
                balance on the date the new loan is made, or 50% of the
                Participant's Vested Interest in his Participant's Account.
                Participants will be limited to only two outstanding loan at a
                time.

                The loan shall be made under such terms, security interest, and
conditions as the Plan Administrator deems appropriate, provided, however, that
all loans granted hereunder:

                (A)     are available to all Participants and Beneficiaries, who
                        are parties-in-interest pursuant to section 3(14) of
                        ERISA, on a reasonably equivalent basis;

                (B)     are not made available to Highly Compensated Employees
                        on a basis greater than the basis made available to
                        other Employees;

                (C)     bear a reasonable rate of interest;

                (D)     are adequately secured;

                (E)     unless a Participant meets the requirements set forth in
                        Sections 8.1(A), (B) and (C), are made only after a
                        Participant obtains the consent of his



                                       78
<PAGE>   81

                        Spouse, if any, to use his Participant's Account as
                        security for the loan. Spousal consent shall be obtained
                        no earlier than the beginning of the 90-day period that
                        ends on the date on which the loan is to be so secured.
                        The consent must be in writing, must acknowledge the
                        effect of the loan, and must be witnessed by a plan
                        representative or notary public. Such consent shall
                        thereafter be binding with respect to the consenting
                        Spouse or any subsequent Spouse with respect to that
                        loan. A new consent shall be required if the
                        Participant's Account is used for renegotiation,
                        extension, renewal or other revision of the loan.

                (F)     are made in accordance with and subject to all of the
                        provisions of this Article."

                IN WITNESS WHEREOF, the Employer, the Administrator and the
Trustee have hereunto affixed their signatures.


Executed at Dominick's Finer Foods      on November 15, 1995


                                        DOMINICK'S FINER FOODS, INC.


/s/ A.S.                               By /s/ R.G.M.
- ----------------------------------        --------------------------------------
                 Witness

                                        Title President & C.O.O.
                                              ----------------------------------

Accepted this 15th day of November, 1995.

/s/ A.S.                               By /s/ L. Canter
- ----------------------------------        --------------------------------------
               Witness                                Administrator

                                        By
- ----------------------------------        --------------------------------------
                 Witness                                 Trustee


Accepted this ___ day of _________.



                                       79
<PAGE>   82

                                 IMPORTANT NOTE

                Neither Connecticut General Life Insurance Company nor any of
its employees can provide you with legal advice in connection with the execution
of this document. Prior to execution of this document, you should consult your
attorney on whether this document is appropriate for you.



                                       80
<PAGE>   83

                                  AMENDMENT TO
               DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN
                               FOR UNION EMPLOYEES

                WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to
as the "Employer") established the Dominick's Finer Foods, Inc. 401(k)
Retirement Plan for Union Employees (hereinafter referred to as the "Plan")
effective March 25, 1957 for the benefit of its eligible Employees and their
Beneficiaries; and

                WHEREAS, the Employer reserved the right to amend the Plan in
Section 14.1 thereof; and

                WHEREAS, the Employer now desires to amend the Plan to define
the term Highly Compensated Employee, to permit deferral elections to be
revocable, to permit age 59-1/2 withdrawals, and to permit terminated
Participants to make withdrawals;

                NOW THEREFORE, the Plan is hereby amended effective January 1,
1996 as follows:

                1.      Section 1.31A is added to the Plan as follows:

                "HIGHLY COMPENSATED EMPLOYEE. The term Highly Compensated
                Employee means any Highly Compensated Active Employee or Highly
                Compensated Former Employee as further defined herein.

                For purposes of the determination of Highly Compensated
                Employees, the term Compensation means Compensation as defined
                in Article V of the Plan, but includes the amount of any
                elective contributions made by the Employer on the Employee's
                behalf to a cafeteria plan established in accordance with the
                provisions of Code section 125, a qualified cash or deferred
                arrangement in accordance with the provisions of Code section
                402(e)(3), a simplified employee pension plan in accordance with
                the provisions of Code section 402(h), or a tax sheltered
                annuity plan maintained in accordance with the provisions of
                Code section 403(b).

                A "Highly Compensated Active Employee" is any Employee who
                performs services for the Employer during the current Plan Year
                and who, during the current Plan Year or the 12-month period
                immediately preceding such Plan Year:

                (A)     Owns (or is considered to own within the meaning of
                        section 318 of the Code, as modified by section
                        416(i)(1)(B)(iii) of the Code), more than 5% of the
                        outstanding stock of the Employer or stock possessing
                        more than 5% of the total combined voting power of all
                        stock of the Employer, or, if the Employer is other than
                        a corporation, owns more than 5% of the capital or
                        profits interest in the Employer. The determination of
                        5% ownership shall be made separately for each member of
                        a controlled group



                                       81
<PAGE>   84

                        of corporations (as defined in Code section 414(b)), or
                        of a group of trades or businesses (whether or not
                        incorporated) that are under common control (as defined
                        in Code section 414(c)), or of an affiliated service
                        group (as defined in Code section 414(m)); or

                (B)     Receives Compensation in excess of $75,000 multiplied by
                        the applicable cost-of-living adjustment factor
                        prescribed under Code section 415(d) and then prorated
                        in the case of a short Plan Year; or

                (C)     Receives Compensation in excess of $50,000, as adjusted
                        for cost-of-living increases in accordance with Code
                        section 415(d) and then prorated in the case of a short
                        Plan Year, and is in the top 20% of Employees ranked by
                        Compensation; or

                (D)     Is, at any time, an officer of the Employer and receives
                        Compensation in excess of 50% of the amount in effect
                        under Code section 415(b)(1)(A) for the applicable
                        period.

                        If no officer receives Compensation in excess of the
                        amount specified above, the highest paid officer for the
                        applicable period shall be a Highly Compensated
                        Employee.

                        In no event if there are more than 500 Employees, shall
                        more than 50 Employees or, if there are less than 500
                        Employees, shall the greater of three Employees or 10%
                        of all Employees, be taken into account as officers.

                In determining both the top 20% of Employees ranked by
                Compensation for purposes of paragraph (C) above, and officers
                of the Employer for purposes of paragraph (D) above, Employees
                who have not completed six months of Service by the end of the
                applicable period, Employees who normally work less than 17-1/2
                hours per week, Employees who normally work less than six months
                during a year, Employees who have not attained 21, and
                nonresident aliens who receive no earned income from U.S.
                sources shall be excluded.

                Also excluded under the above paragraph are Employees who are
                covered by an agreement which the Secretary of Labor finds to be
                a collective bargaining agreement. Such Employees will be
                excluded only if retirement benefits were the subject of good
                faith bargaining, 90% of the Employees of the Employer are
                covered by the agreement, and the Plan covers only Employees who
                are not covered by the agreement.

                Notwithstanding the above provisions, an Employee, other than a
                5% owner as described in paragraph (A) above who was not highly
                compensated during the 12-month period immediately preceding the
                current Plan Year will not be considered to be a Highly
                Compensated Employee in the current Plan Year unless



                                       82
<PAGE>   85

                such Employee is one of the top 100 Employees ranked by
                Compensation for the current Plan Year.

                A "Highly Compensated Former Employee" is any former Employee
                who separated from Service with the Employer in a Plan Year
                preceding the current Plan Year and was a Highly Compensated
                Active Employee in either:

                (A)     the Plan Year in which his separation from Service
                        occurred; or

                (B)     any Plan Year ending on or after such former Employee's
                        55th birthday.

                A former Employee is an Employee who performs no services for
                the Employer during a Plan Year (for example, by reason of a
                leave of absence)."

                2.      Section 10.9 is added to the Plan as follows:

                "WITHDRAWAL AFTER AGE 59-1/2. A Participant who has attained age
                59-1/2, may elect to withdraw from his Participant's Account, at
                any time, an amount which is equal to any whole percentage (not
                exceeding 100%) of his Vested Interest in his Participant's
                Account attributable to:

                -       Elective Deferral Contributions, including earnings

                -       Prior Employer Contributions, including earnings

                -       Rollover Contributions, including earnings

                -       Prior Employee Contributions, including earnings."

                NOW THEREFORE, the Plan is hereby amended effective June 1, 1996
as follows:

                1.      Section 6.1 is deleted in its entirety and replace with
                the following:

                "DISTRIBUTION IN GENERAL. Each Participant may elect, with his
                Spouse's consent if required, a distribution in the form of an
                Annuity, a single sum cash payment, or a combination of the
                above. A Participant who is no longer an Employee of the
                Employer, may elect a distribution from his Participant's
                Account, at any time, an amount which is equal to any whole
                percentage (not exceeding 100%) of his Vested Interest in his
                Participant's Account. All distributions are subject to the
                provisions of Article VIII, Joint and Survivor Annuity
                Requirements."

                2.      The second paragraph of Section 6.2 is deleted in its
                entirety and replaced with the following:



                                       83
<PAGE>   86

                "Instead of consenting to a distribution, the Participant may
                make a written election to defer the distribution for a
                specified period of time ending no later than the Participant's
                attainment of age 62. A Participant whose actual retirement date
                is on or after his Normal Retirement Date may make a written
                election to defer the distribution for a specified period of
                time subject to the requirements of Section 6.4. All such
                elections to defer shall be revocable."



                                       84
<PAGE>   87

                IN WITNESS WHEREOF, the Employer, the Administrator and the
Trustee have hereunto affixed their signatures.


Executed at _______________________     on _____________________, 19_____


                                        DOMINICK'S FINER FOODS, INC.

/s/ Sonya M.B.                         By /s/ Robert A.M.
- -----------------------------------       --------------------------------------
                 Witness

                                        Title President and C.E.O.
                                             -----------------------------------

Accepted this 7th day of October, 1996.

/s/ Margaret S.                         By /s/ L.M.
- -----------------------------------       --------------------------------------
                 Witness                              Administrator


Accepted this 21st day of October, 1996.

/s/ S.A. Coelho                        By /s/ Robert W.S.
- -----------------------------------       --------------------------------------
                 Witness                                 Trustee

                                 IMPORTANT NOTE

                Neither Connecticut General Life Insurance Company nor any of
its employees can provide you with legal advice in connection with the execution
of this document. Prior to execution of this document, you should consult your
attorney on whether this document is appropriate for you.



                                       85
<PAGE>   88

                                  AMENDMENT TO
               DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN
                               FOR UNION EMPLOYEES

                WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to
as the "Employer") established the Dominick's Finer Foods, Inc. 40l(k)
Retirement Plan for Union Employees (hereinafter referred to as the "Plan")
effective March 25, 1957 for the benefit of its eligible Employees and their
Beneficiaries; and

                WHEREAS, the Employer reserved the right to amend the Plan in
Section 14.1 thereof; and

                WHEREAS, the Employer now desires to amend the Plan to reflect
changes in the Plan's entry dates and eligibility requirements;

                NOW THEREFORE, the Plan is hereby amended effective July 1, 1997
as follows:

                1.      Section 1.24 is deleted in its entirety and replaced
                with the following:

                "ENTRY DATE. The term Entry Date means either the Effective Date
                or the first scheduled payroll period thereafter when an
                Employee who has fulfilled the eligibility requirements
                commences participation in the Plan.

                If an Employee is not in the active Service of the Employer as
                of his initial Entry Date, his subsequent Entry Date shall be
                the date he returns to the active Service of the Employer,
                provided he still meets the eligibility requirements. If an
                Employee does not enroll as a Participant as of his initial
                Entry Date, his subsequent Entry Date shall be the applicable
                Entry Date as specified above when the Employee actually enrolls
                as a Participant."

                2.      Section 3.1 is deleted in its entirety and replaced with
                the following:

                "ELIGIBILITY. Each Employee who was a Participant prior to the
                Effective Date and who is in the Service of the Employer on the
                Effective Date shall continue as a Participant in the Plan. Each
                other Employee, excluding a Leased Employee, shall be eligible
                to become a Participant as of the Effective Date or the Entry
                Date when he first meets the following requirement(s):

                -       Age 18

                -       Six months of employment

                -       Membership in a collective bargaining unit represented
                        by an eligible Union or Local that has collectively
                        bargained for participation in this plan

                -       Not a non-resident alien with no U.S.-source income



                                       86
<PAGE>   89

                -       Not an Independent Contractor"

                IN WITNESS WHEREOF, the Employer and the Administrator have
hereunto affixed their signatures.


Executed at ____________________        on _____________________, 19_____


                                        DOMINICK'S FINER FOODS, INC.

/s/ Margaret S.                         By /s/ Robert A. M.
- ------------------------------------      --------------------------------------
                 Witness                Title
                                             -----------------------------------


Accepted this 21st day of July, 1997.

                                        By /s/ Laurie M.
- ------------------------------------      --------------------------------------
                 Witness                              Administrator

                                 IMPORTANT NOTE

                Neither Connecticut General Life Insurance Company nor any of
its employees can provide you with legal advice in connection with the execution
of this document. Prior to execution of this document, you should consult your
attorney on whether this document is appropriate for you.



                                       87
<PAGE>   90

                                  AMENDMENT TO
               DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN
                               FOR UNION EMPLOYEES

                WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to
as the "Employer") established the Dominick's Finer Foods, Inc. 401(k)
Retirement Plan for Union Employees (hereinafter referred to as the "Plan")
effective March 25,1957 for the benefit of its eligible Employees and their
Beneficiaries; and

                WHEREAS, the Employer reserved the right to amend the Plan under
the terms thereof, and

                WHEREAS, the Employer now desires to amend the Plan under the
Small Business Job Protection Act of 1996 ("SBJPA") as it relates to all
employees who reach age 70-1/2 in a calendar year beginning after December 31,
1998 under Section 6.4 of the Plan; and

                NOW THEREFORE, the Plan is hereby amended effective December 31,
1998 as follows:

                Section 6.4 of the Plan entitled "COMMENCEMENT OF
DISTRIBUTIONS" is hereby amended by deleting the last sentence of the second
paragraph and the entire third and fourth paragraphs thereof, and adding in
their place the following:

                "The first required beginning date of a Participant is the first
                day of April of the calendar year following the later of (i) the
                calendar year in which the Participant attains age 70-1/2, or
                (ii) the calendar year in which the Participant retires."




                                       88
<PAGE>   91

                IN WITNESS WHEREOF, the Employer and the Administrator have
hereunto affixed their signatures.


Executed at 505 Railroad Ave.           on December 23, 1998


                                        DOMINICK'S FINER FOODS, INC.


 /s/ Margaret S.                        By /s/ D.C. Howard
- ------------------------------------      --------------------------------------
                 Witness

                                        Title Director Human Resources
                                             -----------------------------------

Accepted this ___ day of _________.

                                        By
- ------------------------------------      --------------------------------------
                 Witness                              Administrator

                                 IMPORTANT NOTE

                Neither Connecticut General Life Insurance Company nor any of
its employees can provide you with legal advice in connection with the execution
of this document. Prior to execution of this document, you should consult your
attorney on whether this document is appropriate for you.



                                       89


<PAGE>   1

                                                                     EXHIBIT 4.7

               DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN
                             FOR NON-UNION EMPLOYEES


                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.




<PAGE>   2
                               Table Of Contents

ARTICLE I. DEFINITIONS.......................................................1

ARTICLE II. SERVICE.........................................................16

ARTICLE III. ELIGIBILITY, ENROLLMENT AND PARTICIPATION......................19

ARTICLE IV. CONTRIBUTIONS...................................................21

ARTICLE V. LIMITATIONS ON ALLOCATIONS.......................................32

ARTICLE VI. DISTRIBUTIONS OF BENEFITS.......................................39

ARTICLE VI-A. DIRECT ROLLOVERS..............................................46

ARTICLE VII. RETIREMENT BENEFITS............................................48

ARTICLE VIII. JOINT AND SURVIVOR ANNUITY REQUIREMENTS.......................49

ARTICLE IX. TERMINATION OF EMPLOYMENT.......................................54

ARTICLE X. WITHDRAWALS......................................................56

ARTICLE X-A. LOANS..........................................................58

ARTICLE XI. FIDUCIARY DUTIES AND RESPONSIBILITIES...........................60

ARTICLE XII. THE ADMINISTRATOR..............................................61

ARTICLE XIII. PARTICIPANTS' RIGHTS..........................................63

ARTICLE XIV. AMENDMENT OR TERMINATION OF THE PLAN...........................66

ARTICLE XV. SUBSTITUTION OF PLANS...........................................68

ARTICLE XVI. MISCELLANEOUS..................................................69

ARTICLE XVI-A. TOP-HEAVY PROVISIONS.........................................71

                                       2

<PAGE>   3

                                   ARTICLE I.
                                   DEFINITIONS

1.1     ACCRUED BENEFIT. The term Accrued Benefit means the value on any
        applicable date of the Participant's Account.

1.2     ACTIVE PARTICIPANT. The term Active Participant means any Participant
        who (a) performs duties as an Employee for the Employer, and (b) is not
        an Inactive Participant.

1.3     ACTUAL CONTRIBUTION PERCENTAGE. The term Actual Contribution Percentage
        means the average of the Actual Contribution Ratios of a specified group
        computed to the nearest one-hundredth of one percent.

1.4     ACTUAL CONTRIBUTION PERCENTAGE TEST.

        (A)     For each Plan Year, the Plan shall satisfy the contribution
                percentage requirement described in section 401(m)(2) of the
                Code and the regulations thereunder, which are incorporated
                herein.

                The Plan satisfies the Actual Contribution Percentage Test if:

                (1)     The Actual Contribution Percentage for the group of
                        eligible Highly Compensated Employees is not more than
                        the Actual Contribution Percentage for the group of all
                        other eligible Employees multiplied by 1.25; or

                (2)     The excess of the Actual Contribution Percentage for the
                        group of eligible Highly Compensated Employees over the
                        Actual Contribution Percentage for the group of all
                        other eligible Employees is not more than two percentage
                        points, and the Actual Contribution Percentage for the
                        group of eligible Highly Compensated Employees is not
                        more than the Actual Contribution Percentage for the
                        group of all other eligible Employees multiplied by two.

        (B)     Special Rules.

                (1)     For purposes of determining the Actual Contribution
                        Percentage Test, Employee Contributions are considered
                        to have been made in the Plan Year in which they were
                        contributed to the Plan. Matching Contributions and
                        Qualified Nonelective Contributions will be considered
                        for a Plan Year only if allocated to the Employee's
                        Account as of any date within the Plan Year being tested
                        and only if made before the last day of the twelve-month
                        period immediately following the Plan Year to which such
                        contributions relate.



                                       1
<PAGE>   4

                (2)     A Matching Contribution that is forfeited to correct
                        Excess Aggregate Contributions, or because the
                        contribution to which it relates is treated as an Excess
                        Contribution, Excess Deferral, or Excess Aggregate
                        Contribution, shall not be taken into account for
                        purposes of the Actual Contribution Percentage Test.

                (3)     The Employer shall maintain records sufficient to
                        demonstrate satisfaction of the Actual Contribution
                        Percentage Test, including records showing the extent to
                        which Qualified Nonelective Contributions and Elective
                        Deferral Contributions are taken into account.

1.5     ACTUAL CONTRIBUTION RATIO.

        (A)     An Employee's Actual Contribution Ratio is the sum of the
                Contribution Percentage Amounts allocated to the Employee's
                Account for the Plan Year (including any amounts required to be
                taken into account under subparagraphs (B)(1) and (B)(2) of
                this section) divided by the Employee's Compensation for the
                Plan Year. If no Matching Contributions, Employee Contributions,
                Qualified Nonelective Contributions, or Elective Deferral
                Contributions are taken into account with respect to an eligible
                Employee, the Actual Contribution Ratio of the Employee is zero.

        (B)     Special Rules.

                (1)     In the event that this Plan is aggregated with one or
                        more plans for purposes of section 410(b) of the Code
                        (other than for purposes of the average benefit
                        percentage test), or if one or more other plans satisfy
                        the requirements of section 410(b) of the Code (other
                        than the average benefit percentage test) only if
                        aggregated with this Plan, then this section shall be
                        applied by determining the Actual Contribution Ratios of
                        Employees as if all such plans were a single plan. Plans
                        may be aggregated only if they have the same Plan Year.

                (2)     The Actual Contribution Ratio of a Highly Compensated
                        Employee who is eligible to participate in more than one
                        plan of the Employer to which Employee Contributions or
                        Matching Contributions are made shall be calculated by
                        treating all such plans in which the Employee is
                        eligible to participate as one plan. For Plan Years
                        beginning after December 31, 1988, if a Highly
                        Compensated Employee participates in two or more plans
                        that have different plan years, all plans ending with or
                        within the same calendar year shall be treated as a
                        single plan. However, plans that are not permitted to be
                        aggregated under Treasury Regulation section
                        1.401(m)-I(b)(3)(ii) shall not be aggregated for
                        purposes of this section.

                (3)     For purposes of determining the Actual Contribution
                        Ratio of a Participant who is a 5-percent owner or one
                        of the ten most highly-paid Highly



                                       2
<PAGE>   5

                        Compensated Employees, the, Contribution Percentage
                        Amounts and Compensation of such Participant shall
                        include the Contribution Percentage Amounts (including
                        any amounts required to be taken into account under
                        subparagraphs (B)(1) and (B)(2) of this section) and
                        Compensation for the Plan Year of all Family Members.

                        If the Participant is required to be aggregated as a
                        member of more than one family group under the Plan, all
                        eligible Employees who are members of those family
                        groups that include that Employee are aggregated as one
                        family group.

                        Family Members, with respect to Highly Compensated
                        Employees, shall be disregarded as separate Employees in
                        determining the Actual Contribution Ratio both for
                        Participants who are Nonhighly Compensated Employees and
                        for Participants who are Highly Compensated Employees.

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

1.6     ACTUAL DEFERRAL PERCENTAGE. The term Actual Deferral Percentage means
        the average of the Actual Deferral Ratios of a specified group, computed
        to the nearest one-hundredth of one percent.

1.7     ACTUAL DEFERRAL PERCENTAGE TEST.

        (A)     For each Plan Year, the Plan shall satisfy the Actual Deferral
                Percentage Test described in section 401(k)(3) and the
                regulations thereunder, which are herein incorporated by
                reference.

                The Plan satisfies the Actual Deferral Percentage Test for a
                Plan Year only if:

                (1)     The Actual Deferral Percentage for the group of eligible
                        Highly Compensated Employees is not more than the Actual
                        Deferral Percentage for the group of all other eligible
                        Employees multiplied by 1.25; or

                (2)     The excess of the Actual Deferral Percentage for the
                        group of eligible Highly Compensated Employees over the
                        Actual Deferral Percentage for the group of all other
                        eligible Employees is not more than two percentage
                        points, and the Actual Deferral Percentage for the group
                        of eligible Highly Compensated Employees is not more
                        than the Actual Deferral Percentage for the group of all
                        other eligible Employees multiplied by two.

        (B)     Special Rules.



                                       3
<PAGE>   6

                (1)     For purposes of determining the Actual Deferral
                        Percentage Test, Elective Deferral Contributions,
                        Qualified Nonelective Contributions, and Qualified
                        Matching Contributions must be allocated to the
                        Employee's Account as of a date within the Plan Year
                        being tested and must be made before the last day of the
                        twelve-month period immediately following the Plan Year
                        to which such contributions relate.

                (2)     The Excess Deferrals of a Highly Compensated Employee
                        shall be taken into account for purposes of the Actual
                        Deferral Percentage Test. Conversely, the Excess
                        Deferrals of an Employee who is a Nonhighly Compensated
                        Employee shall not be taken into account for purposes of
                        the Actual Deferral Percentage Test.

                (3)     The Employer shall maintain records sufficient to
                        demonstrate satisfaction of the Actual Deferral
                        Percentage Test, including the extent to which Qualified
                        Nonelective Contributions and Qualified Matching
                        Contributions are taken into account.

1.8     ACTUAL DEFERRAL RATIO.

        (A)     An Employee's Actual Deferral Ratio for the Plan Year is the sum
                of the Employee's Deferral Percentage Amounts allocated to the
                Employee's Account for the Plan Year (including any amounts
                required to be taken into account under subparagraphs (B)(1)
                and (B)(2) of this section), divided by the Employee's
                Compensation taken into account for the Plan Year. If an
                eligible Employee makes no Elective Deferral Contributions, and
                no Qualified Matching Contributions or Qualified Nonelective
                Contributions are taken into account with respect to the
                Employee, the Actual Deferral Ratio of the Employee is zero.

        (B)     Special Rules.

                (1)     In the event that this Plan is aggregated with one or
                        more plans for purposes of section 410(b) of the Code
                        (other than for purposes of the average benefit
                        percentage test), or if one or more other plans satisfy
                        the requirements of section 410(b) of the Code (other
                        than the average benefit percentage test) only if
                        aggregated with this Plan, then this section shall be
                        applied by determining the Actual Deferral Ratio of
                        Employees as if all such plans were a single plan. Plans
                        may be aggregated only if they have the same Plan Year.

                (2)     The Actual Deferral Ratio of a Highly Compensated
                        Employee who is eligible to participate in more than one
                        cash or deferred arrangement (as described in section
                        401(k) of the Code) of the same Employer shall be
                        calculated by treating all the cash or deferred
                        arrangements in which the Employee is eligible to
                        participate as one arrangement. If the cash or deferred
                        arrangements that are treated as a single arrangement
                        under the



                                       4
<PAGE>   7

                        preceding sentence are parts of plans that have
                        different Plan Years, the cash or deferred arrangements
                        are treated as a single arrangement with respect to the
                        Plan Years ending with or within the same calendar year.
                        However, plans that are not permitted to be aggregated
                        under Treasury Regulation section
                        1.401(k)-I(b)(3)(ii)(B) are not aggregated for purposes
                        of this section.

                (3)     For purposes of determining the Actual Deferral Ratio of
                        a Participant who is a 5 percent owner or one of the 10
                        most Highly Compensated Employees, the Deferral
                        Percentage Amounts and Compensation of such Participant
                        shall include the Deferral Percentage Amounts (including
                        any amounts required to be taken into account under
                        subparagraphs (B)(1) and (B)(2) of this section) and
                        Compensation for the Plan Year of Family Members.

                        If an Employee is required to be aggregated as a member
                        of more than one family group under the Plan, all
                        eligible Employees who are members of those family
                        groups that include that Employee are aggregated as one
                        family group.

                        Family Members, with respect to such Highly Compensated
                        Employees, shall be disregarded as separate Employees in
                        determining the Actual Deferral Percentage both for
                        Participants who are Non-highly Compensated Employees
                        and for Participants who are Highly Compensated
                        Employees.

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

1.9     ANNUITY. The term Annuity means a series of payments made over a
        specified period of time which, for a fixed annuity are, of equal,
        specified amounts, and for a variable annuity increase or decrease to
        reflect changes in investment performance of the underlying portfolio.

1.10    ANNUITY STARTING DATE. The term Annuity Starting Date means the first
        day of the first period for which an amount is payable as an Annuity. In
        the case of a benefit not payable in the form of an Annuity, the term
        Annuity Starting Date means the first day on which all events have
        occurred which entitle the Participant to such benefit.

1.11    BENEFICIARY. The Participant's Spouse is the designated Beneficiary of
        the Participant's entire Vested Interest. However, each Participant
        shall have the right to designate another Beneficiary and to specify the
        form of death benefit the Beneficiary is to receive, subject to the
        requirements of the "Qualified Election" provisions of Article VIII,
        Joint and Survivor Annuity Requirements. The Participant may change the
        Beneficiary and/or the form of death benefit at any time, subject to the
        requirements of



                                       5
<PAGE>   8

        the "Qualified Election" provisions of Article VIII, Joint and Survivor
        Annuity Requirements.

        If any distribution hereunder is made to a Beneficiary in the form of an
        Annuity, and if such Annuity provides for a death benefit, then such
        Beneficiary shall also have the right to designate a Beneficiary and to
        change that Beneficiary from time to time. As an alternative to
        receiving the benefit in the form of an Annuity, the Beneficiary may
        elect to receive a single cash payment or any other form of payment
        provided for in the Plan.

        If a Beneficiary has not been designated, or if a Beneficiary
        designation or change of Beneficiary designation does not meet the
        requirements of the "Qualified Election" provisions of Article VIII,
        Joint and Survivor Annuity Requirements, (including any designation made
        prior to August 23, 1984 by a married Participant who has an Hour of
        Service on or after August 23, 1984), or if no designated Beneficiary
        survives the Participant, the Participant's entire Vested Interest shall
        be distributed to the Participant's Spouse, if living; otherwise in
        equal shares to any surviving children of the Participant. In the event
        none of the above named individuals survives the Participant, the
        Participant's entire Vested Interest shall be paid to the executor or
        administrator of the Participant's estate.

1.12    BOARD OF DIRECTORS. The term Board of Directors means the Employer's
        board of directors or other comparable governing body.

1.13    CODE. The term Code means the Internal Revenue Code of 1986, as amended
        from time to time.

1.14    COMPENSATION.

        (A)     Except as otherwise provided in the Plan, the term Compensation
                means wages within the meaning of section 3401(a) of the Code
                for the purposes of income tax withholding at the source but
                determined without regard to any rules that limit the
                remuneration included in wages based on the nature or location
                of the employment or the services performed (such as the
                exception for agricultural labor in section 3401(a)(2) of the
                Code).

                Notwithstanding the foregoing, Compensation shall be reduced by
                all of the following items (even if includible in gross income):
                reimbursements or other expense allowances, fringe benefits
                (cash and noncash), moving expenses, deferred compensation, and
                welfare benefits.

        (B)     Compensation shall include only that Compensation which is
                actually paid to the Participant during the determination
                period. Except as provided elsewhere in the Plan, the
                determination period shall be the Plan Year.

        (C)     Compensation shall include any amount which is contributed by
                the Employer pursuant to a salary reduction agreement and which
                is not includible in the gross



                                       6
<PAGE>   9

                income of the employee under sections 125, 402(e)(3), 402(h), or
                403(b) of the Code; Compensation deferred under an eligible
                deferred compensation plan within the meaning of section 457(d)
                of the Code; and employee contributions described in section
                414(h)(2) of the Code that are picked up by the employing unit
                and, thus, are treated as employer contributions.

        (D)     The annual Compensation of each Participant taken into account
                for determining all benefits provided under the Plan for any
                determination period shall not exceed $200,000. This limitation
                shall be adjusted by the Secretary of the Treasury at the time
                and in the same manner as under section 415(d) of the Code,
                except that the dollar increase in effect on January 1 of any
                calendar year is effective for determination periods beginning
                in such calendar year and the first adjustment to the $200,000
                limitation is effected on January 1, 1990. If the period for
                determining Compensation used in calculating an Employee's
                allocation for a determination period is a short Plan Year
                (i.e., shorter than 12 months), the annual Compensation limit is
                an amount equal to the otherwise applicable annual Compensation
                limit multiplied by a fraction, the numerator of which is the
                number of months in the short Plan Year, and the denominator of
                which is 12.

                In determining the Compensation of a Participant for purposes of
                this limitation, the rules of section 414(q)(6) of the Code
                shall apply, except in applying such rules, the term "family"
                shall include only the Spouse of the Participant and any lineal
                descendants of the Participant who have not attained age 19
                before the close of the year. If, as a result of the application
                of such rules, the adjusted $200,000 limitation is exceeded,
                then either the limitation shall be prorated among the affected
                individuals in proportion to each such individual's Compensation
                as determined under this section prior to the application of
                this limitation, or the limitation shall be allocated among the
                affected individuals in an objective and nondiscriminatory
                manner based on a reasonable, good faith interpretation of
                section 401(a)(17) of the Code. The method chosen in the
                preceding sentence shall be uniformly applied to all affected
                individuals in a Plan Year and shall be applied consistently
                from year to year.

                If Compensation for any prior determination period is taken into
                account in determining an Employee's allocations or benefits for
                the current determination period, the Compensation for such
                prior determination period is subject to the applicable annual
                Compensation limit in effect for that prior year. For this
                purpose, for years beginning before January 1, 1990, the
                applicable annual Compensation limit is $200,000.

        (E)     In addition to other applicable limitations set forth in the
                Plan, and notwithstanding any other provision of the Plan to the
                contrary, for Plan Years beginning on or after January 1, 1994,
                the annual Compensation of each Employee taken into account
                under the Plan shall not exceed the OBRA `93 annual Compensation
                limit. The OBRA `93 annual Compensation limit is



                                       7
<PAGE>   10

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

1.15    CONSIDERED NET PROFITS. The term Considered Net Profits means the entire
        amount of the accumulated or current operating profits (excluding
        capital gains from the sale or involuntary conversion of capital or
        business assets) of the Employer after all expenses and charges other
        than (i) the contributions made by the Employer to the Plan, and (ii)
        federal or state or local taxes based upon or measured by income, as
        determined by the Employer, either on an estimated basis or a final
        basis, in accordance with the generally accepted accounting principles
        used by the Employer. When the amount of Considered Net Profits has been
        determined by the Employer, and the contributions are made by the
        Employer on the basis of such determination, for any Plan Year, such
        determination and contribution shall be final and conclusive and shall
        not be subject to change because of any adjustments in income or expense
        which may be required by the Internal Revenue Service or otherwise. Such
        determination and contribution shall not be open to question by any
        Participant either before or after the contributions by the Employer
        have been made.

1.16    CONTRIBUTION PERCENTAGE AMOUNTS. The term Contribution Percentage
        Amounts means the sum of the Employee Contributions, Matching
        Contributions, and Qualified Matching Contributions (to the extent not
        taken into account for purposes of the Actual Deferral Percentage Test)
        made under the Plan on behalf of the Employee for the Plan Year. The
        term Contribution Percentage Amounts also includes Qualified Nonelective
        Contributions and Elective Deferral Contributions treated as Matching
        Contributions and taken into account in determining the Employee's
        Actual Contribution Ratio for the Plan Year.

1.17    CONTRIBUTION PERIOD. The term Contribution Period means that regular
        period specified by the Employer in Article IV for which contributions
        shall be made.



                                       8
<PAGE>   11

1.18    DEFERRAL PERCENTAGE AMOUNTS. The term Deferral Percentage Amounts means
        an Employee's Elective Deferral Contributions for the Plan Year. The
        term Deferral Percentage Amounts also includes Qualified Nonelective
        Contributions and Qualified Matching Contributions treated as Elective
        Deferral Contributions and taken into account in determining the
        Employee's Actual Deferral Ratio for the Plan Year.

1.19    DISABILITY. The term Disability means a Participant's incapacity to
        engage in any substantial gainful activity because of a medically
        determinable physical or mental impairment which can be expected to
        result in death, or to be of long, continued and indefinite duration.
        Such determination of Disability shall be made by the Administrator with
        the advice of competent medical authority. All Participants in similar
        circumstances will be treated alike.

1.20    DISABILITY RETIREMENT DATE. The term Disability Retirement Date means
        the first day of the month after the Plan Administrator has determined
        that a Participant's incapacity is a Disability.

1.21    EFFECTIVE DATE. The term Effective Date means January 1, 1993.

1.22    ELECTIVE DEFERRAL CONTRIBUTION. The term Elective Deferral Contribution
        means any Employer Contribution made to the Plan at the election of the
        Participant, in lieu of cash compensation, and includes contributions
        made pursuant to a Salary Deferral Agreement or other deferral
        mechanism.

        Solely for purposes of the dollar limitation specified in section 402(g)
        of the Code, with respect to any taxable year, a Participant's Elective
        Deferral Contributions are the sum of all employer contributions made on
        behalf of such Participant pursuant to an election to defer under any
        qualified cash or deferred arrangement as described in section 401(k) of
        the Code, any simplified employee pension cash or deferred arrangement
        described in section 402(h)(1)(B) of the Code, any plan as described
        under section 501(c)(18) of the Code, and any employer contributions
        made on behalf of a Participant for the purchase of a tax sheltered
        annuity contract under section 403(b) of the Code pursuant to a salary
        reduction agreement.

        The term Elective Deferral Contribution shall not include any deferrals
        property distributed as excess annual additions.

1.23    EMPLOYEE. The term Employee means an individual who performs services
        for the Employer and who is either a common law employee of the Employer
        or a self-employed individual/owner employee treated as an Employee
        pursuant to Code section 401(c)(1). The term Employee also includes a
        Leased Employee who is treated as an Employee of the Employer-recipient
        pursuant to the provisions of Code section 414(n) or 414(o). For
        purposes of determining the Highly Compensated Employees, the Employer
        may elect, on a reasonable and consistent basis, to treat such Leased
        Employees covered by a plan described in Code section 414(n)(5) as
        Employees.



                                       9
<PAGE>   12

1.24    EMPLOYEE CONTRIBUTIONS. The term Employee Contributions means any
        contributions to the Plan or any other plan that are designated or
        treated at the time of contribution as after-tax Employee Contributions
        and are allocated to a separate account to which the attributable
        earnings and losses are allocated. Such term includes Employee
        Contributions applied to the purchase of life insurance policies.

        Such term does not include repayment of loans or buy-back of benefits
        described in code section (411)(a)(7)(c) or employee contributions
        transferred to this Plan.

1.25    EMPLOYER. The term Employer means Dominick's Finer Foods, Inc.,
        Supermarket Training Systems, Inc. and any successor organization to
        such Employer which elects to continue the Plan. In the case of a group
        of employers which constitutes a controlled group of corporations (as
        defined in Code section 414(b)), or which constitutes trades or
        businesses (whether or not incorporated) which are under common control
        (as defined in Code section 414(c)), or which constitutes an affiliated
        service group (as defined in, Code section 414(m)), all such employers
        shall be considered a single employer for purposes of participation,
        vesting, Top-Heavy provisions and determination of Highly Compensated
        Employees.

1.26    EMPLOYER CONTRIBUTION. The term Employer Contribution means any
        contribution made to the Plan by the Employer on behalf of a Participant
        other than an Employee Contribution or Rollover Contribution.

1.27    ENTRY DATE. The term Entry Date means either the Effective Date or the
        first day of the month thereafter when an Employee who has fulfilled the
        eligibility requirements commences participation in the Plan.

        Any Employee who has satisfied the maximum eligibility requirements
        permissible under ERISA, shall be eligible to commence participation in
        this Plan no later than the earlier of (A) or (B) below, as applicable,
        provided that the Employee has not separated from the Service of the
        Employer:

        (A)     The first day of the first Plan Year beginning after the date on
                which the Employee satisfied such requirements; or

        (B)     The date six months after the date on which the Employee
                satisfied such requirements.

        If an Employee is not in the active Service of the Employer as of his
        initial Entry Date, his subsequent Entry Date shall be the date he
        returns to the active Service of the Employer, provided he still meets
        the eligibility requirements. If an Employee does not enroll as a
        Participant as of his initial Entry Date, his subsequent Entry Date
        shall be the applicable Entry Date as specified above when the Employee
        actually enrolls as a Participant.



                                       10
<PAGE>   13

1.28    ERISA. The term ERISA means the Employee Retirement Income Security Act
        of 1974 (PL 93-406) as it may be amended from time to time, and any
        regulations issued pursuant thereto as such Act and such regulations
        affect this Plan and Trust.

1.29    EXCESS AGGREGATE CONTRIBUTIONS.

        (A)     The term Excess Aggregate Contributions means, with respect to
                any Plan Year, the excess of the aggregate amount of the
                Contribution Percentage Amounts actually made on behalf of
                Highly Compensated Employees for the Plan Year (including any
                amounts required to be taken into account under subparagraphs
                (B)(1) and (B)(2) of Section 1.5 of the Plan), over the
                maximum amount of contributions permitted under the Actual
                Contribution Percentage Test. The amount of Excess Aggregate
                Contributions for each Highly Compensated Employee is determined
                by using the method described in paragraph (B) of this section.

        (B)     The amount of Excess Aggregate Contributions for a Highly
                Compensated Employee for a Plan Year is the amount (if any) by
                which the Employee's Employee Contributions and Matching
                Contributions must be reduced for the Employee's Actual
                Contribution Ratio to equal the highest permitted Actual
                Contribution Ratio under the Plan.

                To calculate the highest permitted Actual Contribution Ratio
                under the Plan, the Actual Contribution Ratio of the Highly
                Compensated Employee with the highest Actual Contribution Ratio
                is reduced by the amount required to cause the Employee's Actual
                Contribution Ratio to equal the ratio of the Highly Compensated
                Employee with the next highest Actual Contribution Ratio. If a
                lesser reduction would enable the Plan to satisfy the Actual
                Contribution Percentage Test, only this lesser reduction may be
                made. This process shall be repeated until the Plan satisfies
                the Actual Contribution Percentage Test. The highest Actual
                Contribution Percentage Ratio remaining under the Plan after
                leveling is the highest permitted Actual Contribution Ratio.

                For each Highly Compensated Employee, the amount of Excess
                Aggregate Contributions for a Plan Year is equal to the total
                Contribution Percentage Amounts (including any amounts required
                to be taken into account under subparagraphs (B)(1) and (B)(2)
                of Section 1.5 of the Plan), minus the amount determined by
                multiplying the Employees's highest permitted Actual
                Contribution Ratio (determined after application of this
                section) by the compensation used in determining the ratio.

1.30    EXCESS CONTRIBUTION.

        (A)     The term Excess Contribution means, with respect to a Plan Year,
                the excess of Deferral Percentage Amounts made on behalf of
                eligible Highly Compensated Employees for the Plan Year
                (including any amounts required to be taken into



                                       11
<PAGE>   14

                account under subparagraphs (B)(1) and (B)(2) of Section 1.8
                of the Plan) over the maximum amount of such contributions
                permitted under the Actual Deferral Percentage Test for the Plan
                Year. The amount of Excess Contributions for each Highly
                Compensated Employee is determined by using the method described
                in paragraph (B) of this section.

        (B)     The amount of Excess Contributions for a Highly Compensated
                Employee for a Plan Year is the amount (if any) by which the
                Employee's Elective Deferral Contributions must be reduced for
                the Employee's Actual Deferral Ratio to equal the highest
                permitted Actual Deferral Ratio under the Plan.

                To calculate the highest permitted Actual Deferral Ratio under
                the Plan, the Actual Deferral Ratio of the Highly Compensated
                Employee with the highest Actual Deferral Ratio is reduced by
                the amount required to cause the Employee's Actual Deferral
                Ratio to equal the ratio of the Highly Compensated Employee with
                the next highest Actual Deferral Ratio. If a lesser reduction
                would enable the arrangement to satisfy the Actual Deferral
                Percentage Test, only this lesser reduction shall be made. This
                process shall be repeated until the cash or deferred arrangement
                satisfies the Actual Deferral Percentage Test. The highest
                Actual Deferral Ratio remaining under the Plan after leveling is
                the highest permitted Actual Deferral Ratio.

1.31    EXCESS DEFERRALS. The term Excess Deferrals means those Elective
        Deferral Contributions that are includible in a Participant's gross
        income under section 402(g) of the Code to the extent such Participant's
        Elective Deferral Contributions for a taxable year exceed the dollar
        limitation under such Code section.

1.32    FAIL-SAFE CONTRIBUTION. The term Fail-Safe Contribution means a
        Nonelective Contribution, designated by the Employer at the time of
        contribution as a Qualified Nonelective Contribution, which is
        contributed to the Plan solely for the purposes of satisfying either the
        Actual Deferral Percentage Test or the Actual Contribution Percentage
        Test and is made in accordance with the provisions of Article IV of this
        Plan.

1.33    FAMILY MEMBER. The term Family Member means, with respect to any
        Employee, such Employee's Spouse and lineal ascendants and descendants
        and the spouses of such lineal ascendants and descendants.

1.34    FIDUCIARY. The term Fiduciary means any, or all, of the following, as
        applicable:

        (A)     Any Person who exercises any discretionary authority or control
                respecting the management of the Plan or its assets; or

        (B)     Any Person who renders investment advice for a fee or other
                compensation, direct or indirect, respecting any monies or other
                property of the Plan or has authority or responsibility to do
                so; or



                                       12
<PAGE>   15

        (C)     Any Person who has discretionary authority or responsibility in
                the administration of the Plan; or

        (D)     Any Person who has been designated by a Named Fiduciary pursuant
                to authority granted by the Plan, who acts to carry out a
                fiduciary responsibility, subject to any exceptions granted
                directly or indirectly by ERISA.

1.35    FORFEITURE. The term Forfeiture means the amount, if any, by which the
        value of a Participant's Account exceeds his Vested Interest following
        such Participant's Termination of Employment, and at the, time specified
        in Section 9.1.

1.36    HIGHLY COMPENSATED EMPLOYEE. The term Highly Compensated Employee means
        any Highly Compensated Active Employee or Highly Compensated Former
        Employee as further defined herein.

        For purposes of the determination of Highly Compensated Employees, the
        term Compensation means Compensation as defined in Article V of the
        Plan, but includes the amount of any elective contributions made by the
        Employer on the Employee's behalf to a cafeteria plan established in
        accordance with the provisions of Code section 125, a qualified cash or
        deferred arrangement in accordance with the provisions of Code section
        402(e)(3), a simplified employee pension plan in accordance with the
        provisions of Code section 402(h), or a tax sheltered annuity plan
        maintained in accordance with the provisions of Code, section 403(b).

        A "Highly Compensated Active Employee" is any Employee who performs
        services for the Employer during the current Plan Year and who, during
        the current Plan Year or the 12-month period immediately preceding such
        Plan Year:

        (A)     Owns (or is considered to own within the meaning of section 318
                of the Code, as modified by section 416(i)(1)(B)(iii) of the
                Code), more than 5% of the outstanding stock of the Employer or
                stock possessing more than 5% of the total combined voting power
                of all stock of the Employer, or, if the Employer is other than
                a corporation, owns more than 5% of the capital or profits
                interest in the Employer. The determination of 5% ownership
                shall be made separately for each member of a controlled group
                of corporations (as defined in Code section 414(b)), or of a
                group of trades or businesses (whether or not incorporated) that
                are under common control (as defined in Code section 414(c)), or
                of an affiliated service group (as defined in Code section
                414(m)); or

        (B)     Receives Compensation in excess of $75,000 multiplied by the
                applicable cost-of-living adjustment factor prescribed under
                Code section 415(d) and then prorated in the case of a short
                Plan Year; or

        (C)     Receives Compensation in excess of $50,000, as adjusted for
                cost-of-living increases in accordance with Code section 415(d)
                and then prorated in the case of



                                       13
<PAGE>   16

                a short Plan Year, and is in the top 20% of Employees ranked by
                Compensation; or

        (D)     Is, at any time, an officer of the Employer and receives
                Compensation in excess of 50% of the amount in effect under Code
                section 415(b)(1)(A) for the applicable period.

                If no officer receives Compensation in excess of the amount
                specified above, the highest paid officer for the applicable
                period shall be a Highly Compensated Employee.

                In no event if there are more than 500 Employees, shall more
                than 50 Employees or, if there are less than 500 Employees,
                shall the greater of three Employees or 10% of all Employees, be
                taken into account as officers.

        In determining both the top 20% of Employees ranked by Compensation for
        purposes of paragraph (C) above, and officers of the Employer for
        purposes of paragraph (D) above, Employees who have not completed six
        months of Service by the end of the applicable period, Employees who
        normally work less than 17-1/2 hours per week, Employees who normally
        work less than six months during a year, Employees who have not attained
        21, and nonresident aliens who receive no earned income from U.S.
        sources shall be excluded.

        Also excluded under the above paragraph are Employees who are covered by
        an agreement which the Secretary of Labor finds to be a collective
        bargaining agreement. Such Employees will be excluded only if retirement
        benefits were the subject of good faith bargaining, 90% of the Employees
        of the Employer are covered by the agreement, and the Plan covers only
        Employees who are not covered by the agreement.

        Notwithstanding the above provisions, an Employee, other than a 5% owner
        as described in paragraph (A) above who was not highly compensated
        during the 12-month period immediately preceding the current Plan Year
        will not be considered to be a Highly Compensated Employee in the
        current Plan Year unless such Employee is one of the top 100 Employees
        ranked by Compensation for the current Plan Year.

        A "Highly Compensated Former Employee" is any former Employee who
        separated from Service with the Employer in a Plan Year preceding the
        current Plan Year and was a Highly Compensated Active Employee in
        either:

        (A)     the Plan Year in which his separation from Service occurred; or

        (B)     any Plan Year ending on or after such former Employee's 55th
                birthday.

        A former Employee is an Employee who performs no services for the
        Employer during a Plan Year (for example, by reason of a leave of
        absence).



                                       14
<PAGE>   17

1.37    INACTIVE PARTICIPANT. The term Inactive Participant means any
        Participant who does not currently meet the requirements to be an Active
        Participant due to a suspension of the performance of duties for the
        Employer.

        In addition, a Participant who ceases to meet the eligibility
        requirements in accordance with Section 3.1 shall be considered an
        Inactive Participant.

1.38    INSTALLMENT REFUND ANNUITY. The term Installment Refund Annuity means an
        annuity which provides fixed monthly payments for a period certain of
        not less than three nor more than 15 years. If the Participant dies
        before the period certain expires, the annuity will be paid to the
        Participant's Beneficiary, for the remainder of the period certain. The
        period certain shall be chosen by the Participant at the time the
        annuity is purchased, and the Installment Refund Annuity will be the
        amount of benefit which can be purchased with the Participant's Vested
        Interest. The Installment Refund Annuity is not a life annuity and in no
        event shall the period certain extend to a period which equals or
        exceeds the life expectancy of the Participant.

1.39    JOINT AND SURVIVOR ANNUITY. The term Joint and Survivor Annuity means an
        Annuity for the life of the Participant with a survivor Annuity for the
        life of the Participant's Spouse which is not less than one-half, nor
        greater than, the amount of the Annuity payable during the joint lives
        of the Participant and the Participant's Spouse. The Joint and Survivor
        Annuity will be the amount of benefit which can be purchased with the
        Participant's vested account balance. In the case of an unmarried
        Participant, Joint and Survivor Annuity means an Annuity payable over
        the Participant's life.

1.40    LATE RETIREMENT DATE. The term Late Retirement Date means the first day
        of the month coinciding with or next following the date a Participant is
        separated from Service with the Employer after his Normal Retirement
        Age, for any reason other than death.

1.41    LEASED EMPLOYEE. The term Leased Employee means any person (other than
        an Employee of the recipient) who, pursuant to an agreement between the
        recipient and any other person ("leasing organization"), has performed
        services for the recipient (or for the Employer and related persons
        determined in accordance with Code section 414(n)(6)) on a substantially
        full-time basis for a period of at least one year, and such services are
        of a type historically performed by employees in the business field of
        the recipient Employer.

1.42    MATCHING CONTRIBUTIONS. The term Matching Contributions means
        contributions made by the Employer to the Plan on behalf of a
        Participant on account of either Elective Deferral Contributions, if
        any, Employee Contributions, if any, or required contributions, if any.

1.43    NAMED FIDUCIARY. The term Named Fiduciary means the Plan Administrator,
        the Trustee and any, other Fiduciary designated in writing by the
        Employer, and any successor thereto.



                                       15

<PAGE>   18

1.44    NONELECTIVE CONTRIBUTIONS. The term Nonelective Contributions means
        contributions made by the Employer (other than Matching Contributions)
        that the Participant may not elect to have paid in cash or other
        benefits instead of being contributed to the Plan.

1.45    NONHIGHLY COMPENSATED EMPLOYEE. The term Nonhighly Compensated Employee
        means an Employee who is not a Highly Compensated Employee.

1.46    NORMAL RETIREMENT AGE. The term Normal Retirement Age means the date the
        Participant attains age 55.

1.47    NORMAL RETIREMENT DATE. The term Normal Retirement Date means the first
        day of the month coinciding with or next following the date a
        Participant attains his Normal Retirement Age.

1.48    PARTICIPANT. The term Participant means any Employee of the Employer,
        who is or becomes eligible to participate under this Plan in accordance
        with its provisions and shall include an Active Participant and an
        inactive Participant.

1.49    PARTICIPANT'S ACCOUNT. The term Participant's Account means the sum of
        the following sub-accounts held on behalf of each Participant:

        -       Elective Deferral Contributions, if any, and earnings thereon.

        -       Matching Contributions, if any, and earnings thereon.

        -       Qualified Matching Contributions, if any, and earnings thereon.

        -       Qualified Nonelective Contributions, if any, and earnings
                thereon.

        -       Prior Employer Contributions, if any, and earnings thereon.

        -       Prior Employee Contributions, if any, and earnings thereon.

        -       Rollover Contributions, if any, and earnings thereon.

        A Participant's Account shall be invested in accordance with the rules
        established by the Plan Administrator, which shall be applied in a
        consistent and nondiscriminatory manner.

1.50    PERSON. The term Person means any natural person, partnership,
        corporation, trust or estate.

1.51    PLAN. The term Plan means Dominick's Finer Foods, Inc. 401(k) Retirement
        Plan for Non-Union Employees, the terms of which are set forth herein as
        it may be amended from time to time.



                                       16
<PAGE>   19

1.52    PLAN ADMINISTRATOR. The terms Plan Administrator and Administrator are
        used interchangeably throughout the Plan and shall mean the Employer.

1.53    PLAN YEAR. The term Plan Year means the 12-month period commencing on
        January 1 and ending on the following December 31.

1.54    PRIOR EMPLOYEE CONTRIBUTIONS. The term Prior Employee Contributions
        means Employee Contributions that were made prior to January 1, 1993.
        Prior Employee Contributions shall be considered to be Employee
        Contributions for purposes of determining a Participant's Vested
        Interest, pursuant to Article I. In addition, Prior Employee
        Contributions shall also be considered to be Employee Contributions for
        the purposes of determining the Actual Contribution Ratio pursuant to
        Article I and Annual Additions pursuant to Article V.

1.55    PRIOR EMPLOYER CONTRIBUTIONS. The term Prior Employer Contributions
        means employer contributions that were made prior to the Effective Date
        of this Plan.

1.56    QUALIFIED MATCHING CONTRIBUTIONS. The term Qualified Matching
        Contributions shall mean Matching Contributions which are subject to the
        distribution and nonforfeitability requirements under section 401(k) of
        the Code when made.

1.57    QUALIFIED NONELECTIVE CONTRIBUTIONS. The term Qualified Nonelective
        Contributions shall mean Nonelective Contributions which are subject to
        the distribution and nonforfeitability requirements under section 401(k)
        of the Code when made.

1.58    ROLLOVER CONTRIBUTION. The term Rollover Contribution means an amount
        representing all or part of a distribution from a pension or
        profit-sharing plan meeting the requirements of Code section 401(a),
        that is eligible for rollover to this Plan in accordance with the
        requirements set forth in Code section 402 or Code section 408(d)(3),
        whichever is applicable.

1.59    SALARY DEFERRAL AGREEMENT. The term Salary Deferral Agreement means an
        agreement between a Participant and the Employer to defer the
        Participant's Compensation for the purpose of making Elective Deferral
        Contributions to the Plan.

1.60    TERMINATION OF EMPLOYMENT. The term Termination of Employment means a
        severance of the Employer-Employee relationship which occurs prior to a
        Participant's Normal Retirement Age for any reason other than Disability
        or death.

1.61    TRUST. The term Trust means the trust agreement entered into by the
        Employer, the Administrator and the Trustee.

1.62    TRUSTEE. The term Trustee means one or more persons collectively
        appointed and acting under the trust agreement, and any successor
        thereto.



                                       17
<PAGE>   20

1.63    VESTED INTEREST. The term Vested Interest on any date means the
        nonforfeitable right to an immediate or deferred benefit in the amount
        which is equal to the following:

        (A)     the value on that date of that portion of the Participant's
                Account that is attributable to the following contributions:

                -       Elective Deferral Contributions, if any

                -       Employee Contributions, if any

                -       Rollover Contributions, if any

                -       Matching Contributions, if any

                -       Qualified Matching Contributions, if any

                -       Qualified Nonelective Contributions, if any

        (B)     plus the value on that date of that portion of the Participant's
                Account that is attributable to and derived from:

                -       Prior Employer Contributions, if any

                Such contributions pursuant to Subsection (B), plus the earnings
                thereon, shall be, at any relevant time, a part of the
                Participant's Vested Interest equal to an amount ("X")
                determined by the following formula:

                        X =  P(AB + D) - D

                For the purposes of applying this formula:

                        P =  The Participant's Vesting Percentage at the
                             relevant time.

                        AB = The account balance attributable to such
                             contributions, plus the earnings thereon, at the
                             relevant time.

                        D = The amount of the distribution.

1.64    VESTING PERCENTAGE. The term Vesting Percentage means the percentage
        used to determine a Participant's Vested Interest in contributions made
        by the Employer, plus the earnings thereon, credited to his
        Participant's Account that are not 100% immediately vested. The Vesting
        Percentage for each Participant shall be determined in accordance with
        the following schedule based on Years of Service with the Employer.

<TABLE>
<CAPTION>
                Years of Service             Vesting Percentage
                ----------------             ------------------
<S>                                          <C>
                Less than 1                          0%
</TABLE>



                                       18
<PAGE>   21

<TABLE>
<S>                                                         <C>
                1 but less than 2                           10%

                2 but less than 3                           20%

                3 but less than 4                           30%

                4 but less than 5                           40%

                5 but less than 6                           60%

                6 but less than 7                           80%

                7 or more                                  100%
</TABLE>

        However, if an Active Participant dies prior to attaining his Normal
        Retirement Age, his Vesting Percentage shall be 100%.



                                       19
<PAGE>   22

                                   ARTICLE II.
                                     SERVICE

2.1     SERVICE. The term Service means active employment with the Employer as
        an Employee. For purposes of determining Service, employment with any
        company which is under common control with the Employer as specified in
        section 414 of the Internal Revenue Code shall be treated as employment
        with the Employer.

2.2     ABSENCE FROM EMPLOYMENT. Absence from employment on account of a leave
        of absence authorized by the Employer pursuant to the Employer's
        established leave policy will be counted is employment with the Employer
        provided that such leave of absence is of not more than two years'
        duration. Absence from employment on account of active duty with the
        Armed Forces of the United States will be counted as employment with the
        Employer. If the Employee does not return to active employment with the
        Employer, his Service will be deemed to have ceased on the date the
        Administrator receives notice that such Employee will not return to the
        active Service of the Employer. The Employer's leave policy shall be
        applied in a uniform and nondiscriminatory manner to all Participants
        under similar circumstances.

        FOR PURPOSES OF ELIGIBILITY, THE FOLLOWING PROVISIONS SHALL APPLY:

2.3     HOUR OF SERVICE. The term Hour of Service means a period of Service
        during which an Employee shall be credited with one Hour of Service as
        described in (A), (B), (C), and (D) below:

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

        (B)     Each hour for which an Employee is directly or indirectly paid,
                or entitled to payment, by the Employer for reasons (such as
                vacation, sickness or Disability) other than for the performance
                of duties. Hours under this Subsection shall be calculated and
                credited pursuant to section 2530.200b-2 of the Department of
                Labor Regulations which are incorporated herein by this
                reference; and

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



                                       20
<PAGE>   23

        (D)     Each hour for which an Employee is on an authorized unpaid leave
                (such as service with the Armed Forces, jury duty, educational
                leave). These hours shall be credited to the Employee for the
                computation period or periods in which such authorized leave
                takes place. However, no more than 501 hours shall be credited
                under this subparagraph (D).

        Hours of Service will be credited for employment with other members of
        an affiliated service group (under Internal Revenue Code section
        414(m)), a controlled group of corporations (under Internal Revenue Code
        section 414(b)), or a group of trades or businesses under common control
        (under Internal Revenue Code section 414(c)), of which the adopting
        employer is a member. Hours of Service will also be credited for any
        individual considered an Employee under Internal Revenue Code section
        414(n).

        Solely for purposes of determining whether a One-Year Break in Service,
        as defined in Section 2.4, for participation and vesting purposes has
        occurred in a computation period, an individual who is absent from work
        for maternity or paternity reasons shall receive credit for the Hours of
        Service which would otherwise have been credited to such individual but
        for such absence, or in any case in which such hours cannot be
        determined, eight Hours of Service per day of such absence. For purposes
        of this paragraph, an absence from work for maternity or paternity
        reasons means an absence (1) by reason of the pregnancy of the
        individual, (2) by reason of a birth of a child of the individual, (3)
        by reason of the placement of a child with the individual in connection
        with the adoption of such child by such individual, or (4) for purposes
        of caring for such child for a period beginning immediately following
        such birth or placement. The Hours of Service credited under this
        paragraph shall be credited (1) in the computation period in which the
        absence begins if the crediting is. necessary to prevent a Break in
        Service in that period, or (2) in all other cases, in the following
        computation period.

2.4     ONE-YEAR BREAK IN SERVICE. Except as provided below regarding
        eligibility, the term One-Year Break in Service means any Plan Year
        during which an Employee fails to complete more than 500 Hours of
        Service.

2.5     YEAR(S) OF SERVICE. The term Year(s) of Service means a
        12-consecutive-month period during which an Employee has completed at
        least 1,000 Hours of Service.

        For purposes of determining Years of Service and Breaks in Service for
        eligibility, the twelve-consecutive-month period shall begin with the
        date on which an Employee's employment commenced and, where additional
        periods are necessary, on succeeding anniversaries of his employment
        commencement date. The employment commencement date is the date on which
        the Employee first performs an Hour of Service for the Employer
        maintaining the Plan.

        The eligibility requirement specified in Article III is one or more full
        Years of Service. Such requirement shall be met upon completion of at
        least 1,000 Hours of Service for each Year of Service specified.



                                       21
<PAGE>   24

        FOR PURPOSES OF VESTING, THE FOLLOWING PROVISIONS SHALL APPLY:

2.6     PERIOD OF SERVICE. The term Period of Service or Service means the
        Employer-Employee relationship which begins on the Employee's employment
        date and continues until his Severance from Service Date.

        An Employee's Period of Service shall include any Period of Severance
        beginning on his Severance from Service Date, which is less than 12
        months.

2.7     PERIOD OF SEVERANCE. The term Period of Severance means a period of time
        commencing on the Participant's Severance from Service Date and ending
        on the date such individual is re-employed by the Employer.

2.8     SEVERANCE FROM SERVICE DATE. The Severance from Service Date shall be
        the earliest of (A), (B), or (C) below.

        (A)     The date the Employee terminates employment by reason of a quit,
                discharge, permanent Disability, retirement or death.

        (B)     The second anniversary of the first day the Employee is absent
                from Service for maternity or paternity reasons, as described in
                the following Section 2.6.

        (C)     The first anniversary of the first day the Employee separates
                from Service for any other reason such as an authorized leave of
                absence, sickness, vacation, etc., after which the Employee does
                not return to work.

2.9     ONE-YEAR BREAK IN SERVICE. The term One-Year Break in Service shall mean
        a 12-consecutive-month Period of Severance, beginning on the Employee's
        Severance from Service Date.

        In the case of an individual who is absent from Service for maternity or
        paternity reasons, the 12-consecutive-month period beginning on the
        first anniversary of the first date of such absence shall not constitute
        a One-Year Break in Service. An absence from Service for maternity or
        paternity reasons means an absence (1) by reason of the pregnancy of the
        individual, (2) by reason of the birth of a child of the individual, (3)
        by reason of the placement of a child with the individual in connection
        with the adoption of such child by such individual, or (4) for purposes
        of caring for such child for a period beginning immediately following
        such birth or placement.

2.10    YEAR(S) OF SERVICE. The term Year(s) of Service means a Period of
        Service equaling 12 months. Service counted in computing Years of
        Service need not be consecutive or continuous, and all fractional
        Periods of Service shall be aggregated.

2.11    SERVICE UPON RE-EMPLOYMENT. An Employee shall be considered a
        re-employed Employee when he is rehired following a One-Year Break in
        Service. Upon



                                       22

<PAGE>   25

        re-employment, all Service, including Service prior to any One-Year
        Break in Service, shall be aggregated in determining such re-employed
        Employee's Vesting Percentage.

2.12    PREDECESSOR ORGANIZATION SERVICE. For purposes of this Article, Service
        with a predecessor organization of the Employer shall be treated as
        Service with the Employer in any case in which the Employer maintains
        the Plan of such predecessor organization.



                                       23

<PAGE>   26

                                  ARTICLE III.
                    ELIGIBILITY, ENROLLMENT AND PARTICIPATION

3.1     ELIGIBILITY. Each Employee who was a Participant prior to the Effective
        Date and who is in the Service of the Employer on the Effective Date
        shall continue as a Participant in the Plan. Each other Employee,
        excluding a Leased Employee, shall be eligible to become a Participant
        as of the Effective Date or the Entry Date when he first meets the
        following requirement(s):

        -       Age 21

        -       900 Hours of Service during first six months of employment or
                1,000 Hours of Service per year

        -       Not in a unit of Employees covered by an agreement which the
                Secretary of Labor finds to be a collective bargaining agreement
                between Employee representatives and the Employer, if there is
                evidence that retirement benefits were the subject of good faith
                bargaining between such Employee representatives and the
                Employer, unless the collective bargaining agreement provides
                for coverage under this Plan.

        -       Not a non-resident alien with no U.S.-source income

        -       Not an Independent Contractor

3.2     ENROLLMENT AND PARTICIPATION. Each eligible Employee may enroll as of
        his Entry Date by completing and delivering to the Administrator an
        enrollment form and, if applicable, a Salary Deferral Agreement. He will
        then become a Participant as of his Entry Date.

3.3     RE-EMPLOYED EMPLOYEE. In the case of an individual who ceases to be an
        Employee and is subsequently rehired as an Employee, the following
        provisions shall apply in determining his eligibility to again
        participate in the Plan:

        (A)     If the Employee had met the eligibility requirement(s) specified
                in Section 3.1 prior to his separation from employment, he shall
                become an Active Participant in the Plan as of the date he is
                re-employed, after completing the applicable form(s), in
                accordance with Section 3.2.

        (B)     If the Employee had not met the eligibility requirement(s)
                specified in Section 3.1 prior to his separation from
                employment, he shall be eligible to participate in the Plan on
                the first Entry Date following his fulfillment of such
                eligibility requirement(s).

        For purposes of this Subsection, all Years of Service with the Employer,
        including any Years of Service prior to any Breaks in Service, shall be
        taken into account.



                                       24
<PAGE>   27

3.4     ELIGIBLE CLASS. In the event a Participant becomes ineligible to
        participate because he is no longer a member of an eligible class of
        Employees, such Employee shall participate immediately upon his return
        to an eligible class of Employees.

        In the event an Employee who is not a member of the eligible class of
        Employees becomes a member of the eligible class, such Employee shall
        participate immediately if such Employee has satisfied the minimum age
        requirement and would have previously become a Participant had he been
        in the eligible class.



                                       25
<PAGE>   28

                                   ARTICLE IV.
                                  CONTRIBUTIONS

4.1     ELECTIVE DEFERRAL CONTRIBUTIONS. Each Active Participant may enter into
        a written Salary Deferral Agreement with the Employer in an amount equal
        to not less than 1% nor more than 15% of his; Compensation for the
        Contribution Period. In consideration of such agreement, the Employer
        will make a contribution for each Contribution Period on behalf of the
        Participant in an amount equal to the total amount by which the
        Participant's Compensation from the Employer was deferred during the
        Contribution Period pursuant to the Salary Deferral Agreement then in
        effect. Elective Deferral Contributions shall be paid by the Employer to
        the Trust not less frequently than monthly, but in no event later than
        90 days following the date the amounts were deferred.

        Salary Deferral Agreements shall be governed by the following
        provisions:

        (A)     Amounts contributed pursuant to a Salary Deferral Agreement
                shall be 100% vested and non-forfeitable at all times.

        (B)     No Participant shall be permitted to have Elective Deferral
                Contributions made under this Plan., or any other qualified plan
                maintained by the Employer, during any taxable year, in excess
                of the dollar limitation contained in section 402(g) of the Code
                in effect at the beginning of the taxable year. However, this
                $7,000 limit shall not apply to certain amounts deferred in 1987
                that were attributable to Service performed in 1986.

        (C)     Amounts contributed pursuant to a Salary Deferral Agreement,
                which are not in excess of the limit described in Subsection (B)
                above, shall be subject to the Limitations on Allocations in
                accordance with Article V. Elective Deferral Contributions that
                are in excess of the limit described in Subsection (B) shall
                also be subject to the Limitations on Allocations in accordance
                with Article V.

        (D)     A Salary Deferral Agreement may be changed by a Participant four
                times during the Plan Year, on January 1, April 1, July I and
                October 1, by filing written notice thereof with the
                Administrator. Such notice shall be effective, and the Salary
                Deferral Agreement shall be changed on the date specified in
                such notice or as soon as administratively possible, which date
                must be at least 15 days after such notice is filed.

        (E)     Elective Deferral Contributions shall be subject to the Actual
                Deferral Percentage Test limitations.

        (F)     Correction of Excess Contributions.

                (1)     If the Employer determines prior to the end of the Plan
                        Year that the Actual Deferral Percentage Test may not be
                        satisfied, the Employer may take the corrective action
                        specified in Section 4.11 of the Plan.



                                       26
<PAGE>   29

                (2)     If, after the end of the Plan Year, the Employer
                        determines that the Plan will fail the Actual Deferral
                        Percentage Test, the Employer shall take the corrective
                        action specified in Section 4.13 or Section 4.16 of the
                        Plan, or a combination of such corrective actions, in
                        order to ensure that the Plan does not fail the Actual
                        Deferral Percentage Test for the Plan Year being tested.

4.2     MATCHING CONTRIBUTIONS. The Employer shall make a Matching Contribution
        in an amount equal to a discretionary amount to be determined by the
        Employer for each $1.00 by which a Participant defers his Compensation
        pursuant to a Salary Deferral Agreement, subject to the Limitations on
        Allocations specified in Article V.

        The contribution as described above, for any Plan Year, shall be paid to
        the Trust at the end of the Plan Year, or as soon as possible on or
        after the last day of such Plan Year, but in any event not later than
        the date which is prescribed by law for filing the Employer's income tax
        return, including any extension thereof. Matching Contributions shall be
        subject to the Actual Contribution Percentage Test. The Employer may
        designate at the time of contribution that all or a portion of such
        Matching Contributions be treated as Qualified Matching Contributions.

        If the Employer determines prior to the end of the Plan Year that the
        Actual Contribution Percentage Test may not be satisfied, the Employer
        may take the corrective action specified in Section 4.12 of the Plan.

        If, after the end of the Plan Year, the Employer determines that the
        Plan will fail the Actual Contribution Percentage Test, the Employer
        shall take the corrective action specified in Section 4.14 or Section
        4.16 of the Plan, or a combination of such corrective actions, in order
        to ensure that the Plan does not fail the Actual Contribution Percentage
        Test for the Plan Year being tested.

        Such Matching Contribution shall be allocated as of the last day of the
        Plan Year for which such contribution is made to each Participant who:

        -       is an Active Participant as of the last day of the Plan Year.

        Notwithstanding the above provision, an allocation will be made on
        behalf of a Participant who dies, retires, or becomes disabled during
        the Plan Year.

4.3     FAIL-SAFE CONTRIBUTION. The Employer reserves the right to make a
        discretionary Nonelective Contribution to the Plan for any Plan Year, if
        the Employer determines that such a contribution is necessary to ensure
        that either the Actual Deferral Percentage Test or the Actual
        Contribution Percentage Test will be satisfied for that Plan Year. Such
        amount shall be designated by the Employer at the time of contribution
        as a Qualified Nonelective Contribution and shall be known as a
        Fail-Safe Contribution.



                                       27
<PAGE>   30

        The Fail-Safe Contribution shall be made on behalf of all eligible
        non-Highly Compensated Employees who are Participants and who are
        considered under the Actual Deferral Percentage Test or the Actual
        Contribution Percentage Test. This contribution shall be allocated to
        the Participant's Account of each such Participant in an amount equal to
        a fixed percentage of such Participant's Compensation. The fixed
        percentage shall be equal to the minimum fixed percentage necessary to
        be contributed by the Employer on behalf of each eligible non-Highly
        Compensated Employee who is a Participant so that the Actual Deferral
        Percentage Test or the Actual Contribution Percentage Test is satisfied.

        The Fail-Safe Contribution for any Plan Year as determined above shall
        be paid to the Trust at the end of the Plan Year, or as soon as possible
        on or after the last day of such Plan Year, but in no event later than
        the date which is prescribed by law for filing the Employer's income tax
        return, including any extensions thereof.

4.4     PROFITS NOT REQUIRED. Contributions to this Plan shall not be precluded
        because the Employer does not have Considered Net Profits.
        Notwithstanding the existence of Considered Net Profits, the Employer
        may determine in its sole discretion that it will make no contributions
        for such Plan Year.

4.5     PAYMENT OF EXPENSES. The Employer may contribute to the Plan the amount
        necessary, to pay any applicable expense charges and administration
        charges. In lieu of the Employer's contributing the amount necessary to
        pay such charges, these expenses may be paid from the Trust fund.

4.6     ALLOCATION OF FORFEITURES. The contributions made by the Employer shall
        be reduced by any, Forfeitures available as an Employer credit in
        accordance with Section 9.3.

4.7     CREDITING OF ELECTIVE DEFERRAL AND OTHER CONTRIBUTIONS. Elective
        Deferral Contributions and other contributions made by the Employer
        shall be credited to the Participant Account of each Participant for
        whom such contributions are made, in accordance with the provisions of
        Article XIII.

4.8     ROLLOVER CONTRIBUTIONS. The Plan may receive Rollover Contributions on
        behalf of an Employee, Receipt of a Rollover Contribution shall be
        subject to the approval of the Plan Administrator. Before approving the
        receipt of a Rollover Contribution, the Plan Administrator may request
        any documents or other information from an Employee or opinions of
        counsel which the Plan Administrator deems necessary to establish that
        such amount is a Rollover Contribution.

        A Participant's Account shall be maintained on behalf of each Employee
        from whom Rollover Contributions are received, regardless of such
        Employee's eligibility to participate in the Plan in accordance with the
        requirements of Article III, and Rollover Contributions may be invested
        in any manner authorized under the provisions of this Plan.



                                       28
<PAGE>   31

        Rollover Contributions received from an Employee who is not otherwise
        eligible to participate in the Plan may not be, withdrawn in accordance
        with the provisions of Article X until such Employee becomes a
        Participant, except that such Employee may receive a distribution of his
        Participant's Account if his Termination of Employment occurs.

        Rollover Contributions shall be credited to the Participant's Account
        and may be invested in any manner authorized under the provisions of
        this Plan.

4.9     TRANSFERS. Without regard to the Limitations on Allocations imposed
        under Article V, the Plan may receive, directly from another qualified
        pension or profit sharing plan meeting the requirements of Internal
        Revenue Code section 401 (a), all or part of the entire amount
        distributable on behalf of a Participant from such plan. Likewise, the
        Plan may receive Transfers representing the assets of any predecessor
        plan.

        Transfers may be invested in any manner authorized under the provisions
        of this Plan.

4.10    SUSPENSION OF ELECTIVE DEFERRAL CONTRIBUTIONS. The following provisions
        shall apply with respect to suspension of Elective Deferral
        Contributions.

        (A)     Elective Suspension. An Active Participant may elect to suspend
                his Salary Deferral Agreement for Elective Deferral
                Contributions by filing a written notice thereof with the
                Administrator at any time. The Salary Deferral Agreement shall
                be suspended on the date specified in such notice, which date
                must be at least 15 days after such notice is filed. The notice
                shall specify the period for which such suspension shall be
                effective. Such period may extend indefinitely.

        (B)     Suspension for Leave. A Participant who is absent from
                employment on account of an authorized leave of absence or
                military leave shall have his Salary Deferral Agreement
                suspended during such leave. Such suspension of contributions
                shall be effective on the date payment of Compensation by the
                Employer to him ceases, and shall remain in effect until payment
                of Compensation is resumed.

        (C)     Withdrawal Suspension. An Active Participant who elects a
                withdrawal in accordance with Article X may have his Salary
                Deferral Agreement suspended on the date such election becomes
                effective. Such suspension shall remain in effect for the number
                of months specified therein.

        (D)     Non-Elective Suspension. An Active Participant who ceases to
                meet the eligibility requirements as specified in Section 3.1
                but who remains in the employ of the Employer, shall have his
                Salary Deferral Agreement suspended, effective as of the date he
                ceases to meet the eligibility requirements. Such suspension
                shall remain in effect until he again meets such eligibility
                requirements.

        The Participant may elect to reactivate his Salary Deferral Agreement
        for Elective Deferral Contributions by filing a written notice thereof
        with the Plan Administrator. The



                                       29
<PAGE>   32

        Salary Deferral Agreement shall be reactivated at any time following the
        expiration of the suspension period described above.

4.11    LIMITATION OF ELECTIVE DEFERRAL CONTRIBUTIONS. If the Employer
        determines prior to the end of the Plan Year that the Plan may not
        satisfy the Actual Deferral Percentage Test for the Plan Year, the
        Employer may require that the amount of Elective Deferral Contributions
        being allocated to the accounts of Highly Compensated Employees be
        reduced to the extent necessary to prevent Excess Contributions from
        being made to the Plan.

        Although the Employer may reduce the amount of Elective Deferral
        Contributions that may be allocated to the Participant's Account of
        Highly Compensated Employees, the affected Employees shall continue to
        participate in the Plan. When the situation that resulted in the
        reduction of Elective Deferral Contributions ceases to exist, the
        Employer shall reinstate the amount of Elective Deferral Contributions
        elected by the Participant in the Salary Deferral Agreement to the
        fullest extent possible for all affected Participants iii a
        nondiscriminatory manner.

4.12    LIMITATION OF MATCHING CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS. If the
        Employer determines prior to the end of the Plan Year that the Plan may
        not satisfy the Actual Contribution Percentage Test for the Plan Year,
        the Employer may require that the amount of Matching Contributions or
        Employee Contributions, or both, being allocated to the Accounts of
        Highly Compensated Employees be reduced to the extent necessary to
        prevent Excess Aggregate Contributions from being made to the Plan.

4.13    CORRECTIVE DISTRIBUTION OF EXCESS CONTRIBUTIONS.

        (A)     The Employer may distribute Excess Contributions (and income
                allocable thereto) to the appropriate Highly Compensated
                Employee after the close of the Plan Year in which the Excess
                Contribution arose and within 12 months after the close of that
                Plan Year.

        (B)     The income allocable to Excess Contributions is equal to the sum
                of the allocable gain or loss for the Plan Year and shall be
                determined as follows:

                (1)     The income allocable to Excess Contributions is
                        determined by multiplying the income for the Plan Year
                        allocable to Deferral Percentage Amounts by a fraction.
                        The numerator of the fraction is the Excess
                        Contributions attributable to the Employee for the Plan
                        Year. The denominator of the fraction is equal to the
                        sum of (A) the total account balance of the Employee
                        attributable to Deferral Percentage Amounts as of the
                        beginning of the Plan Year, plus (B) the Employee's
                        Deferral Percentage Amounts for the Plan Year.



                                       30
<PAGE>   33

                (2)     The allocable gain or loss for the period between the
                        end of the Plan Year and the date of distribution shall
                        not be taken into consideration when determining the
                        income allocable to Excess Contributions.

        (C)     The amount of Excess Contributions to be distributed with
                respect to an Employee for a Plan Year shall be reduced by
                Excess Deferrals previously distributed to the Employee for the
                Employee's taxable year ending with or within the Plan Year.

        (D)     The distribution of Excess Contributions made to the Family
                Members of a family group that was combined for purposes of
                determining a Highly Compensated Employee's Actual Deferral
                Ratio shall be allocated among the Family Members in proportion
                to the Elective Deferral Contribution (including any amounts
                required to be taken into account under subparagraphs (B)(1)
                and (B)(2) of Section 1.8 of the Plan) of each Family Member
                that is combined to determine the Actual Deferral Ratio.

        (E)     A corrective distribution of Excess Contributions (and income)
                shall be made without regard to any Participant or spousal
                consent or any notice otherwise required under sections 411
                (a)(11) and 417 of the Code.

        (F)     Any Matching Contributions or Qualified Matching Contributions
                that relate to the Excess Contribution being distributed shall
                be forfeited. The Matching Contribution so forfeited shall be in
                proportion to the applicable Employee's vested and nonvested
                interest in Matching Contributions under the Plan for the Plan
                Year in which the Excess Contribution arose. Forfeitures of
                Matching Contributions or Qualified Matching Contributions that
                relate to Excess Contributions shall be applied to reduce
                Employer contributions or pay Plan expenses.

        (G)     In no case may the amount of Excess Contributions to be
                distributed for a Plan Year with respect to any Highly
                Compensated Employee exceed the amount of Elective Deferral
                Contributions made on behalf of the Highly Compensated Employee
                for the Plan Year.

        (H)     In the event of a complete termination of the Plan during the
                Plan Year in which an Excess Contribution arose, the corrective
                distribution must be made as soon as administratively feasible
                after the date of the termination of the Plan, but in no event
                later than 12 months after the date of termination.

        (I)     Any distribution of less than the entire amount of Excess
                Contributions with respect to any Highly, Compensated Employee
                shall be treated as a pro-rata distribution of Excess
                Contributions and allocable income or loss.

4.14    CORRECTION OF EXCESS AGGREGATE CONTRIBUTIONS.



                                       31
<PAGE>   34

        (A)     Excess Aggregate Contributions may be corrected using one of the
                methods described in subparagraphs (1) and (2) below. The
                Employer shall elect the method of correction to be used and
                shall apply such method to the correction of the Excess
                Aggregate Contribution for the Plan Year.

                (1)     Method 1:

                        (a)     Any unmatched Employee Contributions (and
                                income) allocated to the Plan for the Plan Year
                                in which the Excess Aggregate Contribution arose
                                shall be distributed to the appropriate Employee
                                after the close of the Plan Year in which the
                                Excess Aggregate Contribution arose and within
                                12 months after the close of that Plan Year.

                        (b)     If, after the application of subparagraph (1)(a)
                                above, an Excess Aggregate Contribution still
                                exists, the remaining Excess Aggregate
                                Contribution (and income) shall be forfeited, if
                                forfeitable, or distributed on a pro-rata basis
                                from the Employee's Account attributable to
                                Contribution Percentage Amounts. The,
                                distribution or forfeiture shall be made after
                                the close of the Plan Year in which the Excess
                                Aggregate Contribution arose and within 12
                                months after the close of that Plan Year.
                                Whether an amount is distributed or forfeited
                                under this subparagraph (b) shall be determined
                                based on the rules set forth in paragraph (B) of
                                this section.

                (2)     Method 2:

                        (a)     Any Matching Contributions (and Qualified
                                Matching Contributions, to the extent not taken
                                into account for purposes of the Actual Deferral
                                Percentage Test), and income allocable thereto,
                                shall be forfeited, if forfeitable, or
                                distributed to the appropriate Highly
                                Compensated Employee. The distribution or
                                forfeiture shall be made after the close of the
                                Plan Year in which the Excess Aggregate
                                Contribution arose and within 12 months after
                                the close of that Plan Year. Whether an amount
                                is forfeited or distributed shall be determined
                                under the rules set forth in paragraph (B) of
                                this section.

        (B)     Determination of Distributable and Forfeitable Amounts. For
                purposes of paragraph (A) of this section:

                (1)     An Excess Aggregate Contribution attributable to
                        Employee Contributions, vested Matching Contributions,
                        Qualified Matching Contributions (and, if applicable,
                        Qualified Nonelective Contributions and Elective
                        Deferral Contributions) shall be distributed to the
                        appropriate



                                       32
<PAGE>   35

                        Highly Compensated Employee in accordance with the terms
                        of this section.

                (2)     An Excess Aggregate Contribution attributable to an
                        Employee's nonvested Matching Contributions shall be
                        forfeited in accordance with the terms of this section.

                (3)     A Highly Compensated Employee's vested and nonvested
                        interest in Matching Contributions (and income allocable
                        thereto) attributable to Excess Aggregate Contributions
                        shall be based on the proportion that represents the
                        Employee's Vested Interest in Matching Contributions
                        under the Plan for the Plan Year in which the Excess
                        Aggregate Contribution arose.

        (C)     Forfeited Excess Aggregate Contributions. In accordance with
                paragraph (B) of this section, the amount that represents the
                Employee's nonvested interest in Matching Contributions (and
                income), and is attributable to Excess Aggregate Contributions,
                shall be forfeited and, as such, shall be applied to reduce
                Employer contributions or pay expenses.

        (D)     Income Allocable to Excess Aggregate Contributions. For purposes
                of this section, the income allocable to Excess Aggregate
                Contributions is equal to the sum of the allocable gain or loss
                for the Plan Year, and shall be determined as follows:

                (1)     The income allocable to Excess Aggregate Contributions
                        is determined by multiplying the income for the Plan
                        Year allocable to Contribution Percentage Amounts by a
                        fraction. The numerator of the fraction is the Excess
                        Aggregate Contributions for the Employee for the Plan
                        Year. The denominator of the fraction is equal to the
                        sum of (A) the total account balance of the Employee
                        attributable to Contribution Percentage Amounts as of
                        the beginning of the Plan Year, plus (B) the
                        Contribution Percentage Amounts for the Plan Year.

                (2)     The allocable gain or loss for the period between the
                        end of the Plan Year and the date of correction shall
                        not be taken into consideration when determining the
                        income allocable to Excess Aggregate Contributions.

        (E)     The distribution of Excess Aggregate Contributions (and income)
                made to Family Members of a family group that was combined for
                purposes of determining a Highly Compensated Employee's Actual
                Contribution Ratio shall be allocated among Family Members in
                proportion to the Contribution Percentage Amounts (including any
                amounts required to be taken into account under subparagraphs
                (B)(1) and (B)(2) of Section 1.5 of the Plan) of each Family
                Member that are combined to determine the Actual Contribution
                Ratio.



                                       33
<PAGE>   36

        (F)     In the event of a complete termination of the Plan during the
                Plan Year in which an Excess Aggregate Contribution arose, the
                corrective distribution or forfeiture shall be made as soon as
                administratively feasible after the date of termination of the
                Plan, but in no event later than 12 months after the date of
                termination.

        (G)     If the entire account balance of a Highly Compensated Employee
                is distributed during the Plan Year in which the Excess
                Aggregate Contribution arose, the distribution shall be deemed
                to have been a corrective distribution of Excess Aggregate
                Contributions (and income) to the extent that a corrective
                distribution would otherwise have been required.

        (H)     Any distribution of less than the entire amount of Excess
                Aggregate Contributions (and income) shall be treated as a
                pro-rata distribution of Excess Aggregate Contributions and
                allocable income or loss.

        (I)     In no case may the amount of Excess Aggregate Contributions
                distributed to a Highly Compensated Employee exceed the amount
                of Employee Contributions and Matching Contributions made on
                behalf of the Highly Compensated Employee for the Plan Year.

        (J)     A distribution of Excess Aggregate Contributions (and income)
                shall be made under this section without regard to any notice or
                consent otherwise required under sections 411(a)(11) and 417 of
                the Code.

4.15    CORRECTIVE DISTRIBUTION OF EXCESS DEFERRALS. Notwithstanding any other
        provision of the Plan, Excess Deferrals, plus any income and minus any
        loss allocable thereto, may be distributed to any Participant to whose
        account Excess Deferrals were allocated for the individual's taxable
        year. Such a corrective distribution shall be made in accordance with
        this section.

        (A)     Correction of Excess Deferrals After Taxable Year.

                (1)     Not later than the March 15 following the close of a
                        Participant's taxable year, the Participant may notify
                        the Plan of the amount of Excess Deferrals received by
                        the Plan during that taxable year. The notification
                        shall be in writing, shall specify the Participant's
                        Excess Deferrals, and shall be accompanied by the
                        Participant's written statement that if such amounts are
                        not distributed, these amounts, when added to all other
                        Elective Deferral Contributions made on behalf of the
                        Participant during the taxable year, shall exceed the
                        dollar limitation specified in section 402(g) of the
                        Code.

                (2)     The Participant is deemed to have notified the Plan of
                        Excess Deferrals if, not later than the March 1
                        following the close of a Participant's taxable year, the
                        Employer notifies the Plan on behalf of the Participant
                        of the Excess Deferrals. Such Excess Deferrals shall be
                        calculated by taking into



                                       34
<PAGE>   37

                        account only Elective Deferral Contributions under the
                        Plan and any other plans of the Employer.

                (3)     Not later than the April 15 following the close of the
                        taxable year, the Plan shall distribute to the
                        Participant the amount of Excess Deferrals designated
                        under subparagraphs (1) or (2) above.

        (B)     Correction of Excess Deferrals During the Taxable Year. A
                Participant who has an Excess Deferral during a taxable year may
                receive a corrective distribution during the same year. Such a
                corrective distribution shall be made if:

                (1)     The Participant designates the distribution as an Excess
                        Deferral. The designation shall be made in the same
                        manner as the notification described in subparagraph
                        (A)(1) of this section. The Participant will be deemed
                        to have designated the distribution as an Excess
                        Deferral if the Employer makes the designation on behalf
                        of the Participant to the extent that the Participant
                        has Excess Deferrals for the taxable year calculated by
                        taking into account only Elective Deferral Contributions
                        to the Plan and other plans of the Employer.

                (2)     The corrective distribution is made after the date on
                        which the Plan received the Excess Deferral.

                (3)     The Plan designates the distribution as a distribution
                        of Excess Deferrals.

        (C)     If the Participant provides the Employer with satisfactory
                evidence and written notice to demonstrate that all Elective
                Deferral Contributions by the participant in this Plan and any
                other qualified plan exceed the applicable limit under section
                402(g) of the Code for such individual's taxable year, then the
                Plan Administrator may (but is not required to) distribute
                sufficient Elective Deferral Contributions (not to exceed the
                amount of Elective Deferral Contributions actually contributed
                on behalf of the Participant to this Plan during the
                Participant's taxable year) from Plan to allow the Participant
                to comply with the applicable limit. The evidence provided by
                the Participant must establish clearly the amount of Excess
                Deferrals. The Participant must present this evidence to the
                Plan Administrator by the March 1 following the end of the
                calendar year in which the Excess Deferrals occurred.

        (D)     Income Allocable to Excess Deferrals. The income allocable to
                Excess Deferrals is equal to tile sum of allocable gain or loss
                for the taxable year of the individual and shall be determined
                as follows:

                (1)     The gain or loss allocable to Excess Deferrals is
                        determined by multiplying the income for the taxable
                        year allocable to Elective Deferral Contributions by a
                        fraction. The numerator of the fraction is the Excess
                        Deferrals by the Employee for the taxable year. The
                        denominator of the fraction is equal to the sum of:



                                       35
<PAGE>   38

                        (a)     The total account balance of the Employee
                                attributable to Elective Deferral Contributions
                                as of the beginning of the Plan Year, plus

                        (b)     The Employee's Elective Deferral Contributions
                                for the taxable year.

                (2)     The income allocable to Excess Deferrals shall not
                        include the allocable gain or loss for the period
                        between the end of the taxable year and the date of
                        distribution.

        (E)     No Employee or Spousal Consent Required. A corrective
                distribution of Excess Deferrals (and income) shall be made
                without regard to any notice or consent otherwise required under
                sections 411(a)(11) and 417 of the Code.

        (F)     Any Matching Contributions or Qualified Matching Contributions
                that relate to the Excess Deferral being distributed shall be
                forfeited. The Matching Contribution so forfeited shall be in
                proportion to the applicable Employee's vested and nonvested
                interest in Matching Contributions under the Plan for the Plan
                Year in which the Excess Deferral arose. Forfeitures of Matching
                Contributions or Qualified Matching Contributions that relate to
                Excess Deferrals shall be applied to reduce Employer
                contributions or pay Plan expenses.

4.16    QUALIFIED CONTRIBUTIONS. In lieu of distributing Excess Contributions as
        provided in Section 4.13 of the Plan, or Excess Aggregate Contributions
        as provided in Section 4.14 of the Plan, the Employer may take the
        actions specified below in order to satisfy the Actual Deferral
        Percentage Test or the Actual Contribution Percentage Test, or both,
        pursuant to the regulations under the Code.

        (A)     At the election of the Employer, Qualified Nonelective
                Contributions or Qualified Matching Contributions, or both, may
                be taken into account as Elective Deferral Contributions for
                purposes of calculating the Actual Deferral Ratio of a
                Participant.

        The amount of Qualified Nonelective Contributions or Qualified Matching
        Contributions made under the terms of this Plan and taken into account
        as Elective Deferral Contributions for purposes of calculating the
        Actual Deferral Ratio, subject to such other requirements as may be
        prescribed by the Secretary of the Treasury, shall be such Qualified
        Nonelective Contributions or Qualified Matching Contributions, or both,
        that are needed to meet the Actual Deferral Percentage Test.

        (B)     At the election of the Employer, Qualified Nonelective
                Contributions or Elective Deferral Contributions, or both, may
                be taken into account as Matching Contributions for purposes of
                calculating the Actual Contribution Ratio of a Participant.



                                       36
<PAGE>   39

        (C)     The amount of Qualified Nonelective Contributions or Elective
                Deferral Contributions made under the terms of this Plan and
                taken into account for purposes of calculating the Actual
                Contribution Ratio, subject to such other requirements as may be
                prescribed by the Secretary of the Treasury, shall be such
                Qualified Nonelective Contributions or Elective Deferral
                Contributions, or both, that are needed to meet the Actual
                Contribution Percentage Test.

        (D)     Any Qualified Nonelective Contribution, Qualified Matching
                Contribution, and Elective Deferral Contribution taken into
                account under paragraphs (A) or (B) must be allocated to the
                Employee's Account as of a date within the Plan Year in which
                the Excess Contribution or Excess Aggregate Contribution arose
                and must be paid to the Plan no later than the 12-month period
                immediately following the Plan Year to which the contribution
                relates.

4.17    MULTIPLE USE OF ALTERNATIVE LIMITATION.

        (A)     Multiple use of the alternative limitation occurs if all of the
                conditions of this paragraph (A) are satisfied:

                (1)     One or more Highly Compensated Employee of the Employer
                        are eligible employees in both a cash or deferred
                        arrangement subject to section 401(k) and a plan
                        maintained by the Employer subject to section 401(m).

                (2)     The sum of the Actual Deferral Percentage of the entire
                        group of eligible Highly Compensated Employees under the
                        arrangement subject to section 401(k) and the Actual
                        Contribution Percentage of the entire group of eligible
                        Highly Compensated Employees under the Plan subject to
                        section 401(m) exceeds the aggregate limit of paragraph
                        (C) of this section.

                (3)     Actual Deferral Percentage of the entire group of
                        eligible Highly Compensated Employees under the
                        arrangement subject to section 401(k) exceeds the amount
                        described in section 401(k)(3)(A)(ii)(I).

                (4)     The Actual Contribution Percentage of the entire group
                        of eligible Highly Compensated Employees under the
                        arrangement subject to section 401(m) exceeds the
                        amount described in section 401(m)(2)(A)(i).

        (B)     For purposes of this section, the aggregate limit is the greater
                of:

                (1)     The sum of -

                        (a)     1.25 times the greater of the relevant Actual
                                Deferral Percentage or the relevant Actual
                                Contribution Percentage, and

                        (b)     Two percentage points plus the lesser of the
                                relevant Actual Deferral Percentage or the
                                relevant Actual Contribution



                                       37
<PAGE>   40

                                Percentage. In no event, however, may this
                                amount exceed twice the lesser of the relevant
                                Actual Deferral Percentage or the Actual
                                Contribution Percentage; or

                (2)     The sum of -

                        (a)     1.25 times the lesser of the relevant Actual
                                Deferral Percentage or the relevant Actual
                                Contribution Percentage, and

                        (b)     Two percentage points plus the greater of the
                                relevant Actual Deferral Percentage or the
                                relevant Actual Contribution Percentage. In no
                                event, however, may this amount exceed twice the
                                greater of the relevant Actual Deferral
                                Percentage or the relevant Actual Contribution
                                Percentage.

        (C)     For purposes of paragraph (B) of this section, the term
                "relevant Actual Deferral Percentage" means the Actual Deferral
                Percentage of the group of Nonhighly Compensated Employees under
                the arrangement subject to section 401(k) for the Plan Year, and
                the term "relevant Actual Contribution Percentage" means the
                Actual Contribution Percentage of the group of Nonhighly
                Compensated Employees eligible under the Plan subject to section
                401(m) for the Plan Year beginning with or within the Plan Year
                of the arrangement subject to section 401(k).

        (D)     The Actual Deferral Percentage and Actual Contribution
                Percentage of the group of eligible Highly Compensated Employees
                are determined after use of Qualified Nonelective Contributions
                and Qualified Matching Contributions to meet the requirements of
                the Actual Deferral Percentage Test and after use of Qualified
                Nonelective Contributions and Elective Deferral Contributions to
                meet the requirements of the Actual Contribution Percentage
                Test. The Actual Deferral Percentage and Actual Contribution
                Percentage of the group of Highly Compensated Employees are
                determined after any corrective distribution or forfeiture of
                Excess Deferrals, Excess Contributions, or Excess Aggregate
                Contributions and after recharacterization of Excess
                Contributions required without regard to this section. Only
                plans and arrangements maintained by the Employer are taken into
                account under paragraph (B). If the Employer maintains two or
                more cash or deferred arrangements subject to section 401(k)
                that must be mandatorily disaggregated pursuant to section
                401(k)- 1 (g)(11)(iii) multiple use is tested separately with
                respect to each plan.

        (E)     If multiple use of the alternative limit occurs with respect to
                two or more plans or arrangements maintained by the Employer, it
                shall be corrected by reducing the Actual Contribution
                Percentage of Highly Compensated Employees in the manner
                described in paragraph (F) of this section. Instead of making
                this reduction, the Employer may eliminate the multiple use of
                the alternative limitation by making Qualified Nonelective
                Contributions to the Plan.



                                       38
<PAGE>   41

        (F)     The amount of the reduction by which each Highly Compensated
                Employee's Actual Contribution Ratio is reduced shall be treated
                as an Excess Aggregate Contribution. The Actual Contribution
                Percentage of all Highly Compensated Employees under the plan
                subject to reduction shall be reduced so that there is no
                multiple use of the alternative limitation.



                                       39
<PAGE>   42

                                   ARTICLE V.
                           LIMITATIONS ON ALLOCATIONS

5.1     LIMITATIONS ON ALLOCATIONS. Definitions - The following definitions are
        atypical terms which refer only to terms used in the Limitations on
        Allocations Sections of this Article V.

        (A)     Annual Additions. The term Annual Additions shall mean the sum
                of the following amounts allocated on behalf of a Participant
                for a Limitation Year:

                (1)     all contributions made by the Employer which shall
                        include:

                        -       Elective Deferral Contributions, if any;

                        -       Matching Contributions, if any;

                        -       Qualified Matching Contributions, if any;

                        -       Nonelective Contributions, if any;

                        -       Qualified Nonelective Contributions, if any;

                (2)     all Forfeitures, if any;

                (3)     all Employee Contributions, if any.

        For the purposes of this Article, Excess Amounts reapplied under Section
        5.2 (D) shall also be included as Annual Additions. Also, for the
        purposes of this Article, Employee Contributions are determined without
        regard to deductible employee contributions within the meaning of
        section 72(o)(5) of the Code.

        Amounts allocated after March 31, 1984, to an individual medical
        account, as defined in Internal Revenue Code section 415(l)(1), which is
        part of a defined benefit plan maintained by the Employer, are treated
        as Annual Additions to a defined contribution plan. Also, amounts
        derived from contributions paid or accrued attributable to
        post-retirement medical benefits allocated to the separate account of a
        key employee, as defined in Internal Revenue Code section 419A(d)(3),
        under a welfare benefit fund, as defined in Internal Revenue Code
        section 419(e), maintained by the Employer, are treated as Annual
        Additions to a defined contribution plan.

        Contributions do not fail to be Annual Additions merely because they are
        Excess Deferrals, Excess Contributions or Excess Aggregate Contributions
        or merely because Excess Contributions or Excess Aggregate Contributions
        are corrected through distribution or recharacterization. Excess
        Deferrals that are distributed in accordance with Section 4.15 of the
        Plan are not Annual Additions.



                                       40
<PAGE>   43

        Forfeited Matching Contributions that are forfeited because the
        contributions to which they relate are treated as Excess Aggregate
        Contributions, Excess Contributions, or Excess Deferrals and that are
        reallocated to the Participant Accounts of other Participants for the
        Plan Year in which the forfeiture occurs, are treated as Annual
        Additions for the Participants to whose accounts they are reallocated
        and for the Participants from whose accounts they are forfeited.

        (B)     Compensation. The term Compensation means wages within the
                meaning of section 3401(a) of the Code for the purposes of
                income tax withholding at the source but determined without
                regard to any rules that limit the remuneration included in
                wages based on the nature or location of the employment or the
                services performed (such as the exception for agricultural labor
                in section 3401(a)(2) of the Code).

        For Limitation Years beginning after December 31, 1991, for purposes of
        applying the limitations of this article, Compensation for a Limitation
        Year is the Compensation actually paid or made available during such
        Limitation Year.

        (C)     Defined Contribution Dollar Limitation. The term Defined
                Contribution Dollar Limitation shall mean $30,000 or, if
                greater, one-fourth of the defined benefit dollar limitation set
                forth in Internal Revenue Code section 415(b)(1) as in effect
                for the Limitation Year.

        (D)     Employer. The term Employer shall mean the Employer that adopts
                this Plan. In the case of a group of employers which constitutes
                a controlled group of corporations (as defined in Internal
                Revenue Code section 414(b) as modified by section 415(h)), or
                which constitutes trades or business (whether or not
                incorporated) which are under common control (as defined in
                section 414(c) as modified by section 415(h)), or affiliated
                service groups (as defined in section 414(m)) of which the
                adopting Employer is a part, all such employers shall be
                considered a single Employer for purposes of applying the
                limitations of this Article.

        (E)     Excess Amount. The term Excess Amount shall mean the excess of
                the Participant's Annual Additions for the Limitation Year over
                the Maximum Permissible Amount.

        (F)     Limitation Year. The term Limitation Year shall mean the Plan
                Year.

        (G)     Maximum Permissible Amount. The term Maximum Permissible Amount
                shall mean the lesser of (1) the Defined Contribution Dollar
                Limitation, or (2) 25% of the Participant's Compensation for the
                Limitation Year.

        If a short Limitation Year is created because of an amendment changing
        the Limitation Year to a different period of 12 consecutive months, the
        Maximum Permissible Amount for the short Limitation Year will be the
        lesser of (1) the Defined Contribution Dollar



                                       41
<PAGE>   44

                                Limitation multiplied by a fraction, the
                                numerator of which is the number of months in
                                the short Limitation Year, and the denominator
                                of which is 12, or (2) 25% of the Participant's
                                Compensation for the short Limitation Year.

5.2     LIMITATIONS ON ALLOCATIONS. If the Employer does not maintain any
        qualified plan in addition to this Plan:

        (A)     The amount of Annual Additions which may be allocated under this
                Plan on a Participant's behalf for a Limitation Year shall not
                exceed the lesser of the Maximum Permissible Amount or any other
                limitation contained in this Plan.

        (B)     Prior to the determination of the Participant's actual
                Compensation for a Limitation Year, the Maximum Permissible
                Amount may be determined on the basis of the Participant's
                estimated annual Compensation. Such Compensation shall be
                determined on a reasonable basis and shall be uniformly
                determined for all Participants similarly situated. Any employer
                contributions based on estimated annual Compensation shall be
                reduced by any Excess Amounts carried over from prior years.

        (C)     As soon as is administratively feasible after the end of the
                Limitation Year, the Maximum Permissible Amount for such
                Limitation Year shall be determined on the basis of the
                Participant's actual Compensation for such Limitation Year. In
                the event a Participant separates from the Service of the
                Employer prior to the end of the Limitation Year, the Maximum
                Permissible Amount for such Participant shall be determined
                prior to any distribution of his Participant's Account on the
                basis of his actual Compensation. Any Excess Amounts shall be
                disposed of in accordance with Section 5.2 (D).

        (D)     If there is an Excess Amount with respect to a Participant for a
                Limitation Year as a result of a reasonable error in estimating
                the Participant's annual compensation, an allocation of
                forfeitures, a reasonable error in determining the amount of
                elective deferrals (within the meaning of section 402(g)(3) of
                the Code) that may be made with respect to any individual under
                the limits of section 415 of the Code, or under other limited
                facts and circumstances which the commissioner finds justified,
                such Excess Amount shall be disposed of as follows:

                (1)     Any Employee Contributions (including earnings and
                        losses thereon) shall be returned to the Participant, to
                        the extent that the return would reduce the Excess
                        Amount. This distribution shall be made as soon as
                        administratively feasible after the Excess Amount is
                        determined. Employee Contributions so returned shall be
                        disregarded for purposes of the Actual Contribution
                        Percentage Test.

                (2)     If, after the application of subparagraph (1), an Excess
                        Amount still exists, (excluding Elective Deferral
                        Contributions) such Excess Amount shall be held
                        unallocated in a suspense account for the Limitation
                        Year and



                                       42
<PAGE>   45

                        allocated and reallocated in the next Limitation Year to
                        all Participants in the Plan. The excess amount must be
                        used to reduce Employer Contributions for the next
                        Limitation Year (and succeeding Limitation Years, as
                        necessary) for all of the Participants in the Plan. For
                        purposes of this subparagraph, the Excess Amount may not
                        be distributed to Participants or former Participants.

                (3)     If, after the application of subparagraph (2) an Excess
                        Amount still exists, then the Participant's Elective
                        Deferral Contributions (including earnings and losses
                        thereon) allocated for the Limitation Year shall be
                        returned to the Participant to the extent that. an
                        Excess Amount exists. This distribution shall be made as
                        soon as administratively feasible after the Excess
                        Amount is determined. Any Elective Deferral
                        Contributions returned under this paragraph shall be
                        disregarded for purposes of the Actual Deferral
                        Percentage Test.

                (4)     Alternatively, if after the application subparagraph (1)
                        an Excess Amount still exists, the Plan Administrator
                        may elect to dispose of the Excess Amount by applying
                        the procedure in subparagraph (3) before applying the
                        procedure in subparagraph (2). If the Plan Administrator
                        makes this election, the Plan Administrator must apply
                        it uniformly to all Participants in a Limitation Year.

                (5)     If a suspense account is in existence at any time during
                        a Limitation Year pursuant to this section, it will not
                        participate in the allocation of investment gains or
                        losses. If a suspense account is in existence at any
                        time during a particular Limitation Year, all amounts in
                        the suspense account must be allocated and reallocated
                        to Participants' Accounts before any Employer
                        Contributions or Employee Contributions which would
                        constitute Annual Additions may be made to the Plan for
                        that Limitation Year.

5.3     LIMITATIONS ON ALLOCATIONS. If the Employer maintains one or more
        defined contribution plans in addition to this Plan:

        (A)     The amount of Annual Additions which may be allocated under this
                Plan on a Participant's behalf for a Limitation Year, shall not
                exceed the lesser of:

                (1)     The Maximum Permissible Amount, reduced by the sum of
                        any Annual Additions allocated to the Participant's
                        Account for the same Limitation Year under this Plan and
                        such other defined contribution plan; or

                (2)     Any other limitation contained in this Plan.

                Prior to the determination of the Participant's actual
                Compensation for the Limitation Year, the amounts referred to in
                Subsection (1) above may be



                                       43
<PAGE>   46

                determined on the basis of the Participant's estimated annual
                Compensation for such Limitation Year. Such estimated annual
                Compensation shall be determined for all Participants similarly
                situated.

                Any contribution made by the Employer based on estimated annual
                Compensation shall be reduced by any Excess Amounts carried over
                from prior years, if applicable.

        (B)     As soon as is administratively feasible after the end of the
                Limitation Year, the amounts referred to in Section 5.3 (A)
                shall be determined on the basis of the Participant's actual
                Compensation for such Limitation Year.

        (C)     If amounts are contributed to a Participant's Account under this
                Plan on an allocation date which does not coincide with the
                allocation date(s) for all such other plans, and if a
                Participant's Annual Additions under this Plan and all such
                other plans result in an Excess Amount, such Excess Amount shall
                be deemed to have derived from those contributions last
                allocated.

        (D)     If an Excess Amount was allocated to a Participant on an
                allocation date of this Plan which coincides with an allocation
                date of another plan, the Excess Amount attributable to this
                Plan will be the product of (1) and (2) below:

                (1)     The total Excess Amount allocated as of such date
                        (including any amount which would have been allocated
                        but for the limitations of Internal Revenue Code section
                        415).

                (2)     The ratio of (1) the amount allocated to the Participant
                        as of such date under this Plan, divided by (2) the
                        total amount allocated as of such date under all
                        qualified defined contribution plans (determined without
                        regard to the limitations of Internal Revenue Code
                        section 415).

        (E)     Any Excess Amounts attributed to this Plan shall be disposed of
                as provided in Section 5.2 (D).

5.4     LIMITATIONS ON ALLOCATIONS. If the Employer maintains a defined benefit
        plan in addition to this Plan:

        (A)     If an individual is a Participant at any time in both this Plan
                and a defined benefit plan maintained by the Employer, the sum
                of the Defined Benefit Plan Fraction and the Defined
                Contribution Plan Fraction for any year may not exceed 1.0. In
                the event that the sum of the Defined Contribution Plan Fraction
                and the Defined Benefit Plan Fraction exceeds 1.0, the Defined
                Contribution Plan Fraction will be reduced until the sum of the
                Defined Contribution Plan Fraction and the Defined Benefit Plan
                Fraction does not exceed 1.0.



                                       44
<PAGE>   47

                If an individual was a Participant in this Plan or in any other
                defined contribution plan maintained by the Employer which was
                in existence on July 1, 1982, the numerator of the Defined
                Contribution Plan Fraction will be adjusted if the sum of the
                Defined Contribution Plan Fraction and the Defined Benefit Plan
                Fraction would otherwise exceed 1.0 under the terms of this
                Plan. Under the adjustment, an amount equal to the product of
                (1) the excess of the sum of the Fractions over 1.0 times (2)
                the denominator of the Defined Contribution Plan Fraction, will
                be permanently subtracted from the numerator of the Defined
                Contribution Plan Fraction. The adjustment is calculated using
                the Fractions as they would be computed as of the later of the
                end of the last Limitation Year beginning before January 1,
                1983, or June 30, 1983. This adjustment also will be made if at
                the end of the last Limitation Year beginning before January 1,
                1984, the sum of the Fractions exceeds 1.0 because of accruals
                or additions that were made before the limitations of this
                Article became effective to any plans of the Employer in
                existence on July 1, 1982.

                In addition, if an individual was a Participant in this Plan or
                in any other defined contribution plan maintained by the
                Employer which was in existence on May 6, 1986, the numerator of
                the Defined Contribution Plan Fraction will be adjusted if the
                Employer's defined benefit plan was also in existence on May 6,
                1986, and the sum of the Defined Contribution Plan Fraction and
                the Defined Benefit Plan Fraction would otherwise exceed 1.0
                under the terms of this Plan. Under the adjustment, an amount
                equal to the product of (1) the excess of the sum of the
                Fractions over 1.0 times (2) the denominator of the Defined
                Contribution Plan Fraction, will be permanently subtracted from
                the numerator of the Defined Contribution Plan Fraction. This
                adjustment is calculated using the Fractions as they would be
                computed as of the end of the last Limitation Year beginning
                before January 1, 1987. In the event that a Participant's
                accrued benefit as of December 31, 1986, under the defined
                benefit plan exceeds the defined benefit dollar limitation set
                forth in Internal Revenue Code section 415(b)(1), the amount of
                that accrued benefit shall be used in both the numerator and the
                denominator of the Defined Benefit Plan Fraction in making this
                adjustment.

                For purposes of this Section 5.4, all defined benefit plans of
                the Employer, whether or not terminated, will be treated as one
                defined benefit plan and all defined contribution plans of the
                Employer, whether or not terminated, will be treated as one
                defined contribution plan.

        (B)     The Defined Benefit Plan Fraction for any year is a fraction,
                the numerator of which is the Participant's Projected Annual
                Benefit under the defined benefit plan (determined as of the
                close of the Limitation Year), and the denominator of which is
                the lesser of (1) or (2) below:

                (1)     1.25 times the dollar limitation in effect under
                        Internal Revenue Code section 415(b)(1)(A) on the last
                        day of the Limitation Year; or



                                       45
<PAGE>   48

                (2)     1.4 times the amount which may be taken into account
                        under Internal Revenue Code section 415(b)(1)(B) with
                        respect to such Participant for the Limitation Year.

                Notwithstanding the above, if the Participant was a participant
                in one or more defined benefit plans maintained by the Employer
                which were in existence on July 1, 1982, the denominator of the
                Defined Benefit Plan Fraction will not be less than 125% of the
                sum of the annual benefits under such plans which the
                Participant had accrued as of the later of the end of the last
                Limitation Year beginning before January 1, 1983 or June 30,
                1983. The preceding sentence applies only if the defined benefit
                plans individually and in the aggregate satisfied the
                requirements of Internal Revenue Code section 415 as in effect
                at the end of the 1982 Limitation Year.

        (C)     A Participant's Projected Annual Benefit is equal to the annual
                benefit to which the Participant would be entitled under the
                terms of the defined benefit plan based upon the following
                assumptions:

                (1)     The Participant will continue employment until reaching
                        Normal Retirement Age as determined under the terms of
                        the plan (or current age, if that is later);

                (2)     The Participant's Compensation for the Limitation Year
                        under consideration will remain the same until the date
                        the Participant attains the age described in
                        sub-division (1) of this subparagraph; and

                (3)     All other relevant factors used to determine benefits
                        under the plan for the Limitation Year under
                        consideration will remain constant for all future
                        Limitation Years.

        (D)     The Defined Contribution Plan Fraction for any Limitation Year
                is a fraction, the numerator of which is the sum of the Annual
                Additions to the Participant's Accounts in such Limitation Year
                and for all prior Limitation Years, and the denominator of which
                is the lesser of (1) or (2) below for such Limitation Year and
                for all prior Limitation Years of such Participant's employment
                (assuming for this purpose, that Internal Revenue Code section
                415(c) had been in effect during such prior Limitation Years):

                (1)     1.25 times the dollar limitation in effect under
                        Internal Revenue Code section 415(c)(1)(A) on the last
                        day of the Limitation Year; or

                (2)     1.4 times the amount which may be taken into account
                        under Internal Revenue Code section 415(c)(1)(B) with
                        respect to such Participant for the Limitation Year.



                                       46
<PAGE>   49

                For the purposes of determining these Limitations on
                Allocations, any non-deductible employee contributions made
                under a defined benefit plan will be considered to be a separate
                defined contribution plan and will be considered to be part of
                the Annual Additions for the appropriate Limitation Year.

                Annual Additions for any Limitation Year beginning before
                January 1, 1987, shall not be recomputed to treat all Employee
                Contributions as Annual Additions.

        (E)     Notwithstanding the foregoing, at the election of the Plan
                Administrator, in computing the Defined Contribution Plan
                Fraction with respect to any Plan Year ending after December 31,
                1982, the denominator shall be an amount equal to the product
                of:

                (1)     The denominator of the Defined Contribution Plan
                        Fraction, computed in accordance with the rules in
                        effect for the Plan Year ending in 1982; and

                (2)     the transition fraction, which is a fraction

                        (a)     the numerator of which is the lesser of:

                                (i)     $51,875, or

                                (ii)    1.4 times 25% of the Compensation of the
                                        Participant for the Plan Year ending in
                                        1981, and

                        (b)     the denominator of which is the lesser of

                                (i)     $41,500, or

                                (ii)    25% of the Compensation of the
                                        Participant for the Plan Year ending in
                                        1981.



                                       47
<PAGE>   50

                                   ARTICLE VI.
                            DISTRIBUTION OF BENEFITS

6.1     DISTRIBUTIONS IN GENERAL. Each Participant may elect, with his Spouse's
        consent if required, a distribution in the form of an Annuity, a single
        sum cash payment, or a combination of the above. All distributions are
        subject to the provisions of Article VIII, Joint and Survivor Annuity
        Requirements.

6.2     TIMING OF DISTRIBUTIONS. If the value of a Participant's Vested Interest
        exceeds (or at the time of any prior distribution exceeded) $3,500 and
        is immediately distributable (as defined in Section 8.5), the
        Participant and his Spouse, if required, must consent to the
        distribution before it is made.

        Instead of consenting to a distribution, the Participant may make a
        written election to defer the distribution for a specified period of
        time ending no later than the Participant's attainment of age 62. A
        Participant whose actual retirement date is on or after his Normal
        Retirement Date may make a written election to defer the distribution
        for a specified period of time subject to the requirements of Section
        6.4. All such elections to defer shall be irrevocable.

        If the Participant and Spouse, if applicable, do not consent to a
        distribution or if no election to defer is made within 90 days after
        receiving a written explanation of the optional forms of benefit
        available pursuant to Income Tax Regulation 1.411 (a)(11), all benefits
        shall be deferred to, and distribution shall be made as of the
        Participant's attainment of age 62. The distribution will be made in the
        form of a single sum cash payment (in the case of a Participant's
        meeting the requirements of Section 8.1 (A)) or in accordance with
        Section 8.2 (in the case of a Participant's not meeting the requirements
        of Section 8.1(A)), unless the Participant elects another form of
        benefit within the 90-day period prior to the date the distribution is
        made.

        If the value of a Participant's Vested Interest is $3,500 or less at the
        time it becomes payable, the distribution shall be made in the form of a
        single sum cash payment and shall be made upon such Participant's
        Termination of Employment. Such a distribution may not be deferred.

        Unless the Participant elects otherwise, the payment of benefits under
        this Plan to the Participant shall begin not later than the 60th day
        after the close of the Plan Year in which the later of (A) or (B),
        below, occurs:

        (A)     the date on which the Participant attains his Normal Retirement
                Age or age 62, if later; or

        (B)     the date on which the Participant terminates his Service
                (including Termination of Employment, death or Disability) with
                the Employer.



                                       48
<PAGE>   51

                Notwithstanding the foregoing, the failure of a Participant and
                Spouse, if required, to consent to a distribution while a
                benefit is immediately distributable shall be deemed to be an
                election to deter commencement of payment of any benefit
                sufficient to satisfy the above paragraph.

6.3     DISTRIBUTION LIMITATION. Elective Deferral Contributions, Qualified
        Nonelective Contributions and Qualified Matching Contributions, and
        income allocable to each, are not distributable to a Participant or a
        Beneficiary, in accordance with such Participant's or Beneficiary's
        election, earlier than upon the Participant's Termination of Employment,
        death, or disability.

        Such amounts may also be distributed upon:

        (A)     Termination of the Plan without the establishment or maintenance
                of a successor plan.

                For purposes of this paragraph, a successor plan is any other
                defined contribution plan maintained by the same employer.
                However, if fewer than two percent of the Employees who are
                eligible under the Plan at the time of its termination are or
                were eligible under another defined contribution plan at any
                time during the 24 month period beginning 12 months before the
                time of the termination, the other plan is not a successor plan.
                The term "defined contribution plan" means a plan that is a
                defined contribution plan as defined in section 414(i) of the
                Code, but does not include an employee stock ownership plan as
                defined in section 4975(e) or 409 of the Code or a simplified
                employee pension as defined in section 408(k) of the Code. A
                plan is a successor plan only if it exists at the time the Plan
                is terminated or within the period ending 12 months after
                distribution of all assets from the Plan.

                After March 31, 1988, a distribution may be made under this
                paragraph only if it is a lump sum distribution. The term "lump
                sum distribution" has the same meaning provided in section
                402(e)(4) of the Code, without regard to subparagraphs (A)(i)
                through (iv), (B), and (H) of that section.

        (B)     The disposition by the Employer to an unrelated corporation of
                substantially all the assets (within the meaning of section
                409(b)(2) of the Code) used in the trade or business of the
                Employer if the Employer continues to maintain this Plan after
                the disposition. However, a distribution may be made under this
                paragraph only to an Employee who continues employment with the
                corporation acquiring such assets.

                In addition, this requirement is satisfied only if the purchaser
                does not maintain the Plan after the disposition. A purchaser
                maintains the plan of the seller if it adopts the plan or
                otherwise becomes an employer whose employees accrue benefits
                under the Plan. A purchaser also maintains the Plan if the Plan
                is merged or consolidated with, or any assets or liabilities are
                transferred from the Plan to a



                                       49
<PAGE>   52

                plan maintained by the purchaser in a transaction subject to
                section 414(l)(1) of the Code. A purchaser is not treated as
                maintaining the Plan merely because the Plan that it maintains
                accepts rollover contributions of amounts distributed by the
                Plan.

                For purposes of this paragraph, the sale of "substantially all"
                the assets used in a trade or business means the sale of at
                least 85 percent of the assets.

                After March 31, 1988, a distribution may be made under this
                paragraph only if it is a lump sum distribution. The term "lump
                sum distribution" has the same meaning provided in section
                402(e)(4) of the Code, without regard to subparagraphs, (A)(i)
                through (iv), (B), and (H) of that section.

        (C)     The disposition by the Employer to an unrelated entity or
                individual of the Employer's interest in a subsidiary (within
                the meaning of section 409(d)(3) of the Code) if the Employer
                continues to maintain this Plan. However, a distribution may be
                made under this paragraph only to an Employee who continues
                employment with such subsidiary.

                In addition, this requirement is satisfied only if the purchaser
                does not maintain the Plan after the disposition. A purchaser
                maintains the plan of the seller if it adopts the plan or
                otherwise becomes an employer whose employees accrue benefits
                under the Plan. A purchaser also maintains the Plan if the Plan
                is merged or consolidated with, or any assets or liabilities are
                transferred from the Plan to a plan maintained by the purchaser
                in a transaction subject to section 414(l)(1) of the Code. A
                purchaser is not treated as maintaining the Plan merely because
                the Plan that it maintains accepts rollover contributions of
                amounts distributed by the Plan.

                After March 31, 1988, a distribution may be made under this
                paragraph only if it is a lump sum distribution. The term "lump
                sum distribution" has the same meaning provided in section
                402(e)(4) of the Code, without regard to subparagraphs (A)(i)
                through (iv), (B), and (H) of that section.

        (D)     In the case of Elective Deferral Contributions only, the
                attainment of age 59-1/2, as described in Section 10.1 of the
                Plan.

        (E)     In the case of Elective Deferral Contributions only, the
                hardship of the Participant, as described in Section 10.3 of the
                Plan.

6.4     COMMENCEMENT OF DISTRIBUTIONS. Notwithstanding the provisions of the
        preceding Timing; of Distributions Section, distributions to a
        Participant will commence no later than the date determined in
        accordance with the provisions of this Section.



                                       50
<PAGE>   53

        Distribution to a Participant must commence no later than the required
        beginning date. The first required beginning date of a Participant is
        the first day of April of the calendar year following the calendar year
        in which the Participant attains age 70-1/2.

        The required beginning date of a Participant who attains age 70-1/2
        before January 1, 1988, shall be the first day of April of the calendar
        year following the calendar year in which the later of retirement or
        attainment of age 70-1/2 occurs, provided the Participant was not a 5%
        owner in the Plan Year ending in the year in which the Participant
        attained age 66-1/2 or any later Plan Year. A Participant is treated as
        a 5% owner for purposes of this section if such Participant is a 5%
        owner as defined in section 416(i) of the Code (determined in accordance
        with section 416 but without regard to whether the Plan is Top-Heavy).
        The required beginning date of a Participant who is a 5% owner during
        any year beginning after December 31, 1979, is the first day of April
        following the later of:

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

        (B)     the earlier of the calendar year with or within which ends the
                Plan Year in which the Participant becomes a 5% owner, or the
                calendar year in which the Participant retires.

        Once distributions have begun to a 5% owner under this section, they
        must continue to be distributed, even if the Participant ceases to be a
        5% owner in a subsequent year. Distribution to such Participant must
        commence no later than the first day of April following the calendar
        year in which the Participant's Termination of Employment occurs.

        If distribution to any Participant is made in other than a single sum
        payment, the second payment shall be distributed no later than the
        December 31 following the April 1 by which the first payment was
        required to be distributed. Each succeeding payment shall be distributed
        no later than each December 31 thereafter.

6.5     DISTRIBUTION REQUIREMENTS.

        (A)     Except as otherwise provided in Article VIII, the requirements
                of this Section shall apply to my distribution of a
                Participant's Accrued Benefit.

        (B)     All distributions required under this Article shall be
                determined and made in accordance with the Income Tax
                Regulations under section 401(a)(9), including the minimum
                distribution incidental benefit requirement of section
                1.401(a)(9)-2 of the regulations.

        (C)     Limits on Settlement Options. Distributions, if not made in a
                lump sum, may only be made over one of the following periods (or
                a combination thereof):

                (1)     the life of the Participant,



                                       51
<PAGE>   54

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

                (3)     a period certain not extending beyond the life
                        expectancy of the Participant, or

                (4)     a period certain not extending beyond the joint and last
                        survivor expectancy of die Participant and a designated
                        Beneficiary.

        (D)     Minimum Amounts to be Distributed. If the Participant's entire
                Vested Interest is to be distributed in other than a lump sum,
                then the amount to be distributed each year must be at least an
                amount equal to the quotient obtained by dividing the
                Participant's entire Vested Interest by the life expectancy of
                the Participant or the joint and last survivor expectancy of the
                Participant and designated Beneficiary. Life expectancy and
                joint and last survivor expectancy are computed by the use of
                the return multiples contained in section 1.72-9 of the Income
                Tax Regulations. For purposes of this computation, a
                Participant's life expectancy may be recalculated no more
                frequently than annually; however, the life expectancy of a
                Beneficiary other than the Participant's Spouse may not be
                recalculated.

                (1)     If the Participant's Spouse is not the designated
                        Beneficiary, the method of distribution selected must
                        assure that at least 50% of the present value of the
                        amount available for distribution is paid within the
                        life expectancy of the Participant.

                (2)     For calendar years beginning after December 31, 1988,
                        the amount to be distributed each year, beginning with
                        distributions for the first distribution calendar year,
                        shall not be less than the quotient obtained by dividing
                        the Participant's benefit by the lesser of (1) the
                        applicable life expectancy or (2) if the Participant's
                        Spouse is not the designated Beneficiary, the applicable
                        divisor determined from the table set forth in Q&A-4 of
                        section 1.401(a)(9)-2 of the Income Tax Regulations.
                        Distributions after the death of the Participant shall
                        be distributed using the applicable life expectancy in
                        subsection (d)(1) above as the relevant divisor without
                        regard to regulations section 1.401(a)(9)-2.

                (3)     The minimum distribution required for the Participant's
                        first distribution calendar year must be made on or
                        before the Participant's required beginning date. The
                        minimum distribution for other calendar years, including
                        the minimum distribution for die distribution calendar
                        year in which the Employee's required beginning date
                        occurs, must be made on or before December 31 of that
                        distribution calendar year.

6.6     NON-TRANSFERABLE. The Participant's right to any Annuity payments,
        benefits, and refunds is not transferable and shall be free from the
        claims of all creditors to the fullest extent permitted by law.



                                       52
<PAGE>   55

6.7     DEATH DISTRIBUTION PROVISIONS. If the Participant dies before
        distribution of his Vested interest commences, the following provisions
        shall apply:

        (A)     If a distribution is to be made to a Beneficiary other than the
                Surviving Spouse:

                (1)     If the present value of the Participant's Vested
                        Interest exceeds (or at the time of any prior
                        distribution exceeded) $3,500, unless the Beneficiary
                        elects another form of distribution, that portion of the
                        Participant's Vested Interest payable to the Beneficiary
                        will be distributed in the form of a single sum cash
                        payment within a reasonable period of time after the
                        Plan Administrator is notified of the Participant's
                        death.

                (2)     If the present value of the Participant's Vested
                        Interest is $3,500 or less at the time it becomes
                        payable, the distribution shall always be made in the
                        form of a single sum cash payment and shall be paid
                        within a reasonable period of time after the Plan
                        Administrator is notified of the Participant's death.

        (B)     If the distribution is to be made to a Beneficiary who is the
                Surviving Spouse, such distribution will be made in accordance
                with the following:

                (1)     If the Participant had never elected a life Annuity form
                        of distribution under the Plan:

                        (a)     If the present value of the Participant's Vested
                                Interest exceeds (or at the time of any prior
                                distribution exceeded) $3,500, unless the
                                surviving spouse elects another form of
                                distribution, that portion of the Participant's
                                Vested Interest payable to the Surviving Spouse
                                will be distributed in the form of a single sum
                                cash payment within a reasonable period of time
                                after the Plan Administrator is notified of the
                                Participant's death.

                        (b)     If the present value of the Participant's Vested
                                Interest payable to the Surviving Spouse is
                                $3,500 or less at the time it becomes payable,
                                the distribution shall always be made in the
                                form of a single sum cash payment and shall be
                                made within a reasonable period of time after
                                the Plan Administrator is notified of the
                                Participant's death.

                (2)     If the Participant had previously elected a life Annuity
                        form of distribution under the Plan:

                        (a)     If the present value of the Participant's Vested
                                Interest exceeds (or at the time of any prior
                                distribution exceeded) $3,500 and is immediately
                                distributable (as defined in Section 8.5), the
                                Surviving Spouse must consent to the
                                distribution before it is made. If the



                                       53
<PAGE>   56

                                Surviving Spouse does not consent to a
                                distribution, all benefits shall be deferred to
                                a date that complies with the terms of Section
                                6.8 (B).

                                The distribution shall be made in accordance
                                with the provisions of Section 83.

                        (b)     If the present value of the Participant's Vested
                                Interest is $3,500 or less at the time it
                                becomes payable, the distribution shall always
                                be made in the form of a single sum cash payment
                                and shall be paid within a reasonable period of
                                time after the Plan Administrator is notified of
                                the Participant's death.

6.8     DEATH DISTRIBUTION COMMENCEMENT DATE. Upon the death of the Participant,
        the following distribution provisions shall take effect:

        (A)     If the Participant dies after distribution of his entire Vested
                Interest has commenced, the remaining portion of such Vested
                Interest will continue to be distributed at least as rapidly as
                under The method of distribution being used prior to the
                Participant's death.

                In no event shall distribution of the Participant's remaining
                Vested Interest be made in a lump sum after the Participant's
                death unless such distribution is consented to, in writing, by
                the Participant's Surviving Spouse, if any.

        (B)     If the Participant dies before distribution of his Vested
                Interest commences, the Participant's entire Vested Interest
                will be distributed no later than five years after the
                Participant's death except to the extent that an election is
                made to receive distributions in accordance with (1) or (2)
                below:

                (1)     If any portion of the Participant's Vested Interest is
                        payable to a designated Beneficiary, distributions may
                        be made in substantially equal installments over the
                        life or Life expectancy of the designated Beneficiary
                        (or over a period not extending beyond the Life
                        expectancy of such Beneficiary), commencing no later
                        than one year after the Participant's death;

                (2)     If the designated Beneficiary is the Participant's
                        Surviving Spouse, the date distributions are required to
                        begin in accordance with (1) above shall not be earlier
                        than the date on which the Participant would have
                        attained age 70-1/2. However, the Surviving Spouse may
                        elect, at any time following the Participant's death, to
                        defer the date on which distributions will begin until
                        no later than the date on which the Participant would
                        have attained age 70-1/2 and, if the Spouse dies before
                        payments begin, subsequent distributions shall be made
                        as if the Spouse had been the Participant.



                                       54
<PAGE>   57

        (C)     For purposes of (B) above, payments will be calculated by use of
                the return multiples specified in section 1.72-9 of the Income
                Tax Regulations. Life expectancy of a Surviving Spouse may be
                recalculated annually; however, in the case of any other
                designated Beneficiary, such life expectancy will be calculated
                at the time payment first commences without further
                recalculation.

        (D)     For purposes of this Section (Death Distribution Commencement
                Date) any amount paid to a child of the Participant will be
                treated as if it had been paid to the Surviving Spouse if the
                amount becomes payable to the Surviving Spouse when the child
                reaches the age of majority.

6.9     TRANSITIONAL RULE.

        (A)     Notwithstanding the other requirements of this Article and
                subject to the requirements of Article VII, distribution on
                behalf of any Employee may be made in accordance with all of the
                following requirements (regardless of when such distribution
                commences):

                (1)     The distribution by the Plan is one which would not have
                        disqualified such Plan under Internal Revenue Code
                        section 401(a)(9) as in effect prior to amendment by the
                        Deficit Reduction Act of 1984.

                (2)     The distribution is in accordance with a method of
                        distribution designated by the Employee whose interest
                        in the trust is being distributed or, if the Employee is
                        deceased, by a Beneficiary of such Employee.

                (3)     Such designation was in writing, was signed by the
                        Employee or the Beneficiary, and was made before January
                        1, 1984.

                (4)     The Employee had accrued a benefit under the Plan as of
                        December 31, 1983.

                (5)     The method of distribution designated by the Employee or
                        the Beneficiary specifies the time at which distribution
                        will commence, the period over which distributions will
                        be made, and in the case of any distribution upon the
                        Employee's death, the Beneficiaries of the Employee
                        listed in order of priority.

        (B)     A distribution upon death will not be covered by this
                Transitional Rule unless the information in the designation
                contains the required information described above with respect
                to the distribution to be made upon the death of the Employee.

        (C)     For any distribution which commences before January 1, 1984, but
                continues after December :31, 1983, the Employee or the
                Beneficiary, to whom such distribution is being made, will be
                presumed to have designated the method of distribution under
                which the distribution is being made if the method of
                distribution was



                                       55
<PAGE>   58

                specified in writing and the distribution satisfies the
                requirements in Subsections (A)(1) and (A)(5).

        (D)     If a designation is revoked, any subsequent distribution must
                satisfy the requirements of Internal Revenue Code section
                401(a)(9) as amended. Any changes in the designation will be
                considered to be a revocation of the designation. However, the
                mere substitution or addition of another Beneficiary (one not
                named in the designation) under the designation will not be
                considered to be a revocation of the designation, so long as
                such substitution or addition does not alter the period over
                which distributions are to be made under the designation,
                directly or indirectly (for example, by altering the relevant
                measuring life).

6.10    ALTERNATE PAYEE SPECIAL DISTRIBUTION. Distributions pursuant to Section
        16.8 may be made without regard to the age or employment status of the
        Participant.



                                       56
<PAGE>   59

                                  ARTICLE VI-A
                                DIRECT ROLLOVERS

6A.1    Notwithstanding any provision of the Plan to the contrary that would
        otherwise limit a Distributee's election under this Article, a
        Distributee may elect, at the time and in the manner prescribed by the
        Plan Administrator, to have any portion of an Eligible Rollover
        Distribution paid directly to an Eligible Retirement Plan specified by
        the Distributee in a Direct Rollover, except as otherwise provided by
        the Employer's administrative procedures as permitted by regulations. In
        addition, a Distributee's election of a Direct Rollover shall be subject
        to the following requirements:

        (A)     If the Distributee elects to have only a portion of an Eligible
                Rollover Distribution paid to an Eligible Retirement Plan in a
                Direct Rollover, that portion must be equal to at least $500.

        (B)     If the entire amount of a Distributee's Eligible Rollover
                Distribution is $500 or less, the distribution may not be
                divided. Instead, the entire amount must either be paid to the
                Distributee or to an Eligible Retirement Plan in a Direct
                Rollover.

        (C)     A Distributee may not elect a Direct Rollover if the
                Distributee's Eligible Rollover Distributions during a year are
                reasonably expected by the Plan Administrator to total less than
                $200 (or any lower minimum amount specified by the Plan
                Administrator).

        (D)     A Distributee may not elect a Direct Rollover of an Offset
                Amount.

        (E)     A Distributee's election to make or not make a Direct Rollover
                with respect to one payment in a series of periodic payments
                shall apply to all subsequent payments in the series, except
                that a Distributee shall be permitted at any time to change,
                with respect to subsequent payments in the series of periodic
                payments, a previous election to make or not make a Direct
                Rollover. A change of election shall be accomplished by the
                Distributee notifying the Plan Administrator of the change. Such
                notice must be in the form and manner prescribed by the Plan
                Administrator.

6A.2    Definitions.

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

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



                                       57
<PAGE>   60

        (C)     Eligible Retirement Plan: An Eligible Retirement Plan is an
                individual retirement account described in section 408(a) of the
                code, an individual retirement annuity described in section
                408(b) of the Code, an annuity plan described in section 403(a)
                of the Code, or a qualified trust described in section 401(a) of
                the Code, that accepts the Distributee's Eligible Rollover
                Distribution. However, in the case of an Eligible Rollover
                Distribution to the Surviving Spouse, an Eligible Retirement
                Plan is an individual retirement account or an individual
                retirement annuity.

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

        (E)     Offset Amount: An Offset Amount is the amount by which a
                Participant's Account is reduced to repay a loan from the Plan
                (including the enforcement of the Plan's security interest in
                the Participant's Account).



                                       58
<PAGE>   61

                                  ARTICLE VII.
                               RETIREMENT BENEFITS

7.1     NORMAL RETIREMENT. A Participant who attains his Normal Retirement Age
        shall have a Vesting Percentage of 100%. If a Participant retires from
        the active Service of the Employer on his Normal Retirement Date, he
        shall be entitled to receive a distribution of the entire value of his
        Participant's Account as of his Normal Retirement Date.

7.2     LATE RETIREMENT. A Participant may continue in the Service of the
        Employer after his Normal Retirement Age, and in such event he shall
        retire on his Late Retirement Date. Such Participant shall continue as a
        Participant under this Plan until such Late Retirement Date. The
        Participant shall have a Vesting Percentage of 100% and shall be
        entitled to receive a distribution of the entire value of his
        Participant's Account as of his Late Retirement Date.

7.3     DISABILITY RETIREMENT. A Participant who retires from the Service of the
        Employer on account of Disability shall have a Vesting Percentage of
        100% and shall be entitled to receive a distribution of the entire value
        of his Participant's Account as of his Disability Retirement Date.



                                       59
<PAGE>   62

                                  ARTICLE VIII.
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1     GENERAL. The provisions of this Article shall take precedence over any
        conflicting provision in this Plan.

        The provisions of this Article shall apply to any Participant who is
        credited with at least one Hour of Service with the Employer on or after
        August 23, 1984, and such other Participants as provided in Section 8.7,
        unless:

        (A)     upon the death of the Participant the Participant's entire
                Vested Interest will be paid to the Participant's Surviving
                Spouse, but if there is no Surviving Spouse, or, if the
                Surviving Spouse has already consented in a manner conforming to
                a Qualified Election, then to the Participant's designated
                Beneficiary;

        (B)     the Participant does not elect payments in the form of a Life
                Annuity and has not previously elected payments in the form of a
                Life Annuity under the Plan, and

        (C)     as to the Participant, the Plan is not a direct or indirect
                transferee of a defined benefit plan, money purchase pension
                plan (including a target benefit plan), stock bonus, or
                profit-sharing plan which would otherwise provide for a Life
                Annuity form of payment to the Participant.

8.2     PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional form
        of benefit is selected pursuant to a Qualified Election within the
        ninety-day period ending on the first day on which all events have
        occurred which entitle the Participant to a benefit, a married
        Participant's Vested Interest will be paid in the form of a Qualified
        Joint and Survivor Annuity.

        An unmarried Participant will be provided a single Life Annuity unless
        the Participant elects another form of benefit during the applicable
        Election Period.

8.3     PAYMENT OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Unless an optional
        form of benefit has been selected within the Election Period pursuant to
        a Qualified Election, if a married Participant dies before his Annuity
        Starting Date, then the Participant's entire Vested Interest, less the
        amount of any unpaid loan balance outstanding under the terms of Article
        X-A, shall be applied toward the purchase of an immediate Annuity for
        the life of the Surviving Spouse. As an alternative to receiving the
        benefit in this form of an Annuity, the Surviving Spouse may elect to
        receive a single cash payment or any other form of payment provided for
        in the Plan within a reasonable time after the Participant's death.



                                       60
<PAGE>   63

8.4     DEFINITIONS.

        (A)     Election Period: The period which begins on the first day of the
                Plan Year in which the Participant attains age 35 and ends on
                the date of the Participant's death. If a Participant separates
                from Service prior to the first day of the Plan Year in which
                age 35 is attained, with respect to the account balance as of
                the date of separation, the Election Period shall begin on the
                date of separation.

                A Participant who has not attained age 35 as of the end of a
                Plan Year, may make a special Qualified Election to waive the
                Qualified Preretirement Survivor Annuity for the period
                beginning on the date of such election and ending on the first
                day of the Plan Year in which the Participant will attain age
                35. Such election shall not be valid unless the Participant
                receives a written explanation of the Qualified Preretirement
                Survivor Annuity in such terms as are comparable to the
                explanation required under Section 8.6 (A). Qualified
                Preretirement Survivor Annuity coverage will be automatically
                reinstated as of the first day of the Plan Year in which the
                Participant attains age 35. Any new waiver on or after such date
                shall be subject to the full requirements of this Article.

        (B)     Qualified Election: A waiver of a Qualified Joint and Survivor
                Annuity or a Qualified Preretirement Survivor Annuity. Any
                waiver of a Qualified Joint and Survivor Annuity or a Qualified
                Preretirement Survivor Annuity shall not be effective unless:
                (a) the Participant's Spouse consents in writing to the
                election; (b) the election designates a specific Beneficiary,
                including any class of Beneficiaries or any contingent
                Beneficiaries, which may not be changed without spousal consent
                (or the Spouse expressly permits designations by the Participant
                without any further spousal consent); (c) the Spouse's consent
                acknowledges the effect of the election; and (d) the Spouse's
                consent is witnessed by a Plan representative or notary public.
                Additionally, a Participant's waiver of the Qualified Joint and
                Survivor Annuity shall not be effective unless the election
                designates a form of benefit payment which may not be changed
                without spousal consent (or the Spouse expressly permits
                designations by the Participant without any further spousal
                consent). If it is established to the satisfaction of a Plan
                representative that such written consent cannot be obtained
                because:

                (1)     there is no Spouse;

                (2)     the Spouse cannot be located;

                (3)     the Participant is legally separated or has been
                        abandoned within the meaning of local law, and the
                        Participant has a court order to such effect;

                (4)     of other circumstances as the Secretary of the Treasury
                        may by regulations prescribe,



                                       61
<PAGE>   64

                the Participant's election to waive coverage will be considered
                a Qualified Election.

                Any consent by a Spouse obtained under this provision (or
                establishment that the consent of a Spouse may not be obtained)
                shall be effective only with respect to such Spouse. A consent
                that permits designations by the Participant without any
                requirement of further consent by such Spouse must acknowledge
                that the Spouse has the right to limit consent to a specific
                Beneficiary, and a specific form of benefit where applicable,
                and that the Spouse voluntarily elects to relinquish either or
                both of such rights. A revocation of a prior waiver may be made
                by a Participant without the consent of the Spouse at any time
                before the commencement of benefits. The number of revocations
                shall not be limited. No consent obtained under this provision
                shall be valid unless the Participant has received notice as
                provided in Section 8.6 below.

        (C)     Qualified Joint and Survivor Annuity: An immediate Annuity for
                the life of the Participant with a survivor Annuity for the life
                of the Spouse which is not less than 50% and not more than 100%
                of the amount of the Annuity which is payable during the joint
                lives of the Participant and the Spouse and which is the amount
                of benefit which can be purchased with the Participant's entire
                Vested Interest. If no survivor Annuity percentage has been
                specified in an election, the percentage payable to the Spouse
                will be 50%.

                Notwithstanding the above paragraph, a Qualified Joint and
                Survivor Annuity for an unmarried Participant shall mean an
                Annuity for the life of the Participant.

        (D)     Qualified Preretirement Survivor Annuity: A survivor Annuity for
                the life of the Spouse in the amount which can be purchased with
                the Participant's entire Vested Interest.

        (E)     Spouse (Surviving Spouse): The Spouse or Surviving Spouse of the
                Participant. A former Spouse may be treated as the Spouse or
                Surviving Spouse to the extent provided under a Qualified
                Domestic Relations Order as described in Internal Revenue Code
                section 414(p).

8.5     CONSENT REQUIREMENTS. Only the Participant need consent to the
        commencement of a distribution in the form of a Qualified Joint and
        Survivor Annuity while the account balance is immediately distributable.
        Neither the consent of the Participant nor the Participant's Spouse
        shall be required to the extent that a distribution is required to
        satisfy section 401(a)(9) or section 415 of the Code. An account balance
        is immediately distributable if any part of the account balance could be
        distributed to the Participant (or Surviving Spouse) before the
        Participant attains (or would have attained if not deceased) the later
        of Normal Retirement Age or age 62.

8.6     NOTICE REQUIREMENTS.



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<PAGE>   65

        (A)     In the case of a Qualified Joint and Survivor Annuity as
                described in Section 8.4 (C), the Plan Administrator shall
                provide each Participant within a reasonable period prior to the
                commencement of benefits a written explanation of (i) the terms
                and conditions of a Qualified Joint and Survivor Annuity; (ii)
                the Participant's right to make and the effect of an election to
                waive the Qualified Joint and Survivor Annuity form of benefit;
                (iii) the rights of a Participant's Spouse; (iv) the right to
                make, and the effect of, a revocation of a previous election to
                waive the Qualified Joint and Survivor Annuity; (v) a general
                description of the eligibility conditions and other material
                features of the optional forms of benefit; and (vi) sufficient
                additional information to explain the relative values of the
                optional forms of benefit available to them under this Plan.

        (B)     In the case of a Qualified Preretirement Survivor Annuity as
                described in Section 8.4 (D), the Plan Administrator shall
                provide each Participant within the period beginning on the
                first day of the Plan Year in which the Participant attains age
                32 and ending with the close of the Plan Year preceding the Plan
                Year in which the Participant attains age 35, a written
                explanation of the Qualified Preretirement Survivor Annuity in
                such terms and in such manner as would be comparable to the
                explanation provided for meeting the requirements of Section 8.6
                (A) to a Qualified Joint and Survivor Annuity.

                If a Participant enters the Plan after the first day of the Plan
                Year in which the Participant attained age 32, the Plan
                Administrator shall provide notice no later than the close of
                the second Plan Year succeeding the entry of the Participant in
                the Plan.

                If a Participant enters the Plan after he has attained age 35,
                the Plan Administrator shall provide notice within a reasonable
                period of time following the entry of the Participant in the
                Plan.

                If a Participant's Termination of Employment occurs before the
                Participant attains age 35, the Plan Administrator shall provide
                notice within one year of such Termination of Employment.

8.7     TRANSITIONAL RULES.

        (A)     Any living Participant not receiving benefits on August 23,
                1984, who would otherwise not receive the benefits prescribed by
                the previous Sections of this Article must be given the
                opportunity to elect to have the prior Sections of this Article
                relating to the Qualified Preretirement Survivor Annuity apply
                if such Participant is credited with at least one Hour of
                Service under this Plan or a predecessor plan in a Plan Year
                beginning on or after January 1, 1976, and such Participant had
                at least 10 Years of Service for vesting purposes when he
                separated from Service.



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<PAGE>   66

        (B)     Any living Participant not receiving benefits on August 23,
                1984, who was credited with at least one Hour of Service under
                this Plan or a predecessor plan on or after September 2, 1974,
                and who is not otherwise credited with any Service in a Plan
                Year beginning on or after January 1, 1976, must be given the
                opportunity to have his or her benefits paid in accordance with
                Section 8.7 (D).

        (C)     The respective opportunities to elect (as described in Sections
                8.7 (A) and 8.7 (B) above) must be afforded to the appropriate
                Participants during the period commencing on August 23, 1984,
                and ending on the date benefits would otherwise commence to said
                Participants.

        (D)     Any Participant who has elected pursuant to Section 8.7 (B) of
                this Article and any Participant who does not elect under
                Section 8.7 (A) or who meets the requirements of Section 8.7 (A)
                except that such Participant does not have at least 10 Years of
                Service for vesting purposes when he separates from Service,
                shall have his benefits distributed in accordance with all of
                the following requirements if benefits would have been payable
                in the form of a life annuity:

                (1)     Automatic Joint and Survivor Annuity. If benefits in the
                        form of a life annuity become payable to a married
                        Participant who:

                        (a)     begins to receive payments under the Plan on or
                                after Normal Retirement Age; or

                        (b)     dies on or after Normal Retirement Age while
                                still working for the Employer; or

                        (c)     begins to receive payments on or after the
                                Qualified Early Retirement Age; or

                        (d)     separates from Service on or after attaining
                                Normal Retirement Age (or the Qualified Early
                                Retirement Age) and after satisfying the
                                eligibility requirements for the payment of
                                benefits under the Plan and thereafter dies
                                before beginning to receive such benefits;

                        then such benefits will be received under this Plan in
                        the form of a Qualified Joint and Survivor Annuity,
                        unless the Participant has elected otherwise during the
                        election period. The election period must begin at least
                        six months before the Participant attains Qualified
                        Early Retirement Age and end not more than 90 days
                        before the commencement of benefits. Any election
                        hereunder will be in writing and may be changed by the
                        Participant at any time.

                (2)     Election of Early Survivor Annuity: A Participant who is
                        employed after attaining the Qualified Early Retirement
                        Age will be given the opportunity to elect, during the
                        election period, to have a survivor annuity payable on



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<PAGE>   67

                        death. If the Participant elects the survivor annuity,
                        payments under such Annuity must not be less than the
                        payments which would have been made to the Spouse under
                        the Qualified Joint and Survivor Annuity if the
                        Participant had retired on the day before his or her
                        death. Any election under this provision will be in
                        writing and may be changed by the Participant at any
                        time. The election period begins on the later of (1) the
                        90th day before the Participant attains the Qualified
                        Early Retirement Age, or (2) the date on which
                        participation begins, and ends on the date the
                        Participant terminates employment.

                (3)     For purposes of this Section 8.7 (D) :

                        (a)     Qualified Early Retirement Age is the latest of:

                                (i)     the earliest date, under the Plan, on
                                        which the Participant may elect to
                                        receive retirement benefits; or

                                (ii)    the first day of the 120th month
                                        beginning before the Participant reaches
                                        Normal Retirement Age; or

                                (iii)   the date the Participant begins
                                        participation.

                        (b)     Qualified Joint and Survivor Annuity is an
                                Annuity for the life of the Participant with a
                                survivor annuity for the life of the Spouse as
                                described in Section 8.4(C).



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<PAGE>   68

                                   ARTICLE IX.
                            TERMINATION OF EMPLOYMENT

9.1     DISTRIBUTION. As of a Participant's Termination of Employment, he shall
        be entitled to receive a distribution of his entire Vested Interest.
        Such distribution shall be further subject to the terms and conditions
        of Article VI.

        If at the time of his Termination of Employment the Participant's
        Vesting Percentage is not 100% and the Participant does not take a
        distribution from the portion of his Vested Interest subject to the
        Vesting Percentage, the non-vested portion of his Participant's Account
        will become a Forfeiture upon the date the Participant incurs five
        consecutive One-Year Breaks in Service.

        If at the time of his Termination of Employment the Participant's
        Vesting Percentage is not 100% and such Participant does take a
        distribution from the portion of his Vested Interest subject to the
        Vesting Percentage, or if the Participant's Vesting Percentage is 0%,
        the non-vested portion of his Participant's Account will become a
        Forfeiture immediately.

        If the Participant, whose non-vested portion of his Participant's
        Account became a Forfeiture in accordance with the terms of the
        preceding paragraph, is later rehired by the Employer and re-enrolls in
        the Plan, Subsection (A), (B) or (C) below, as applicable, will apply:

        (A)     If the Participant was 0% vested at his Termination of
                Employment and did not incur five consecutive One-Year Breaks in
                Service after such date, the amount which became a Forfeiture,
                if any, shall be restored by the Employer at the time such
                Participant re-enrolls in the Plan. The Forfeiture, so restored,
                shall be included as part of that portion of his Participant's
                Account subject to the Vesting Percentage.

        (B)     If the Participant's Vesting Percentage was not 100% at his
                Termination of Employment and if the Participant did not incur
                five consecutive One-Year Breaks in Service after such date, the
                Participant shall be entitled to repay the portion of the
                distribution made at his Termination of Employment derived from
                Employer Contributions. The portion of the repayment that is
                attributable to amounts that were subject to the Vesting
                Percentage will no longer be considered a distribution for
                purposes of determining the Participant's Vested Interest. The
                repayment of such portion must be made before the Participant
                has incurred five consecutive One-Year Breaks in Service
                following the date he received the distribution or five years
                after the Participant is rehired by the Employer, whichever is
                earlier.

                If the Participant elects to make such repayment, the amount
                which became a Forfeiture, if any, shall be restored by the
                Employer at the same time such repayment is made. The
                Forfeiture, so restored, and the repayment shall be



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<PAGE>   69

                        included as part of that portion of his Participant's
                        Account subject to the Vesting Percentage. However, if
                        the Participant does not elect to repay the distribution
                        made in accordance with this Article within the period
                        of time specified above, that Forfeiture shall remain a
                        Forfeiture.

        (C)     If the Participant had incurred five consecutive One-Year Breaks
                in Service after his Termination of Employment, the amount which
                became a Forfeiture shall remain a Forfeiture and such
                Participant shall be prohibited from repaying a distribution
                made at his Termination of Employment.

9.2     NO FURTHER RIGHTS OR INTEREST. A Participant shall have no further
        interest in or any rights to any portion of his Participant's Account
        that becomes a Forfeiture due to his Termination of Employment once the
        Participant incurs five consecutive One-Year Breaks in Service in
        accordance with Article II.

9.3     APPLICATION OF FORFEITURES. Any Forfeiture arising in accordance with
        the provisions of Section 9.1 shall be used by the Employer to reduce
        and in lieu of the contributions made by the Employer next due under
        Article IV, or to pay Plan expenses, at the earliest opportunity after
        such Forfeiture becomes available.

        The provisions of the preceding sentence notwithstanding, in the event
        that a former Participant is rehired by the Employer and the Employer is
        required by the provisions of Section 9.1 of this Plan to restore the
        amount of a separate account that had been created upon such
        Participant's prior Termination of Employment and later forfeited,
        Forfeitures, if any, will first be used to restore such separate account
        to its value as of such Participant's prior Termination of Employment
        date. In the event that the available Forfeitures are not sufficient to
        make such restoration, the Employer will make an additional contribution
        sufficient to make such restoration.



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<PAGE>   70

                                   ARTICLE X.
                                   WITHDRAWALS

10.1    WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF ELECTIVE DEFERRAL
        CONTRIBUTIONS. Distributions of Elective Deferral Contributions may be
        made to a Participant in the event of a hardship. For purposes of this
        section, a distribution is made on account of hardship only if the
        distribution is made both on account of an immediate and heavy financial
        need of the Employee and is necessary to satisfy the financial need. In
        addition, for Plan Years beginning after December 31, 1988 any
        distribution on account of hardship shall be limited to the
        distributable amount described in paragraph (C) of this section.

        (A)     The following are the only financial needs considered immediate
                and heavy for purposes of this section:

                (1)     Expenses for medical care described in section 213(d) of
                        the Code previously incurred by the Employee, the
                        Employee's Spouse, or any dependents of the Employee (as
                        defined in section 152 of the Code) or necessary for
                        these persons to obtain medical care described in
                        section 213(d) of the Code;

                (2)     Payment of tuition and related educational fees for the
                        next 12 months of post-secondary education for the
                        Employee, his Spouse, children, or dependents (as
                        defined in section 1.52 of the Code);

                (3)     Costs directly related to the purchase of a principal
                        residence for the Employee (excluding mortgage
                        payments); or

                (4)     Payments necessary to prevent the eviction of the
                        Employee from the Employee's principal residence or
                        foreclosure on the mortgage on that residence.

        (B)     A distribution will be considered as necessary to satisfy an
                immediate and heavy financial need of the Employee only if all
                of the following requirements are satisfied:

                (1)     The hardship distribution is not in excess of the amount
                        of the immediate and heavy financial need of the
                        Employee. The amount of an immediate and heavy financial
                        need may include the amounts necessary to apply any
                        federal, state, or local income taxes or penalties
                        reasonably anticipated to result from the distribution.

                (2)     The Employee had obtained all distributions, other than
                        hardship distributions, and all nontaxable (at the time
                        of the loan) loans currently available under all plans
                        maintained by the Employer.



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<PAGE>   71

                (3)     The Employee is suspended from making Elective Deferral
                        Contributions and Employee Contributions to the Plan for
                        at least 12 months after receipt of the hardship
                        distribution. In addition, the Employee must be
                        prohibited under the terms of the plan or an otherwise
                        enforceable agreement from making Elective Deferral
                        Contributions and Employee Contributions to all other
                        plans maintained by the Employer for at least 12 months
                        after receipt of the hardship distribution.

                        For this purpose, the phrase "all other plans of the
                        Employer" means all qualified and nonqualified plans of
                        deferred compensation maintained by the Employer. The
                        phrase includes a stock option, stock purchase, or
                        similar plan, or a cash or deferred arrangement that is
                        part of a cafeteria plan within the meaning of section
                        125 of the Code. However, it does not include the
                        mandatory employee contribution part of a defined
                        benefit plan. It also does not include a health or
                        welfare benefit plan, including one that is part of a
                        cafeteria plan within the meaning of section 125 of the
                        Code.

                (4)     The Employee may not make Elective Deferral
                        Contributions to the Plan for the Employee's taxable
                        year immediately following the taxable year of the
                        hardship distribution in excess of the applicable limit
                        under section 402(g) of the Code for such taxable year
                        less the amount of such Employee's Elective Deferral
                        Contributions for die taxable year of the hardship
                        distribution. In addition, all other plans maintained by
                        the Employer must limit the Employee's Elective Deferral
                        Contributions for the next taxable year to the
                        applicable limit under section 402(g) of the Code for
                        that year minus the Employee's Elective Deferral
                        Contributions for the year of the hardship distribution.

        (C)     The distributable amount is equal to the Employee's total
                Elective Deferral Contribution as of the date of distribution,
                reduced by the amount of previous distributions of Elective
                Deferral Contributions on account of hardship. The Employee's
                total Elective Deferral Contributions shall be increased by
                income allocable to Elective Deferral Contributions. In the case
                of income allocable to Elective Deferral Contributions, the
                distributable amount may only include amounts that were credited
                to the Employee's Account as of December 31, 1988.

10.2    WITHDRAWAL OF PRIOR EMPLOYER CONTRIBUTIONS. A Participant may elect to
        withdraw from his Participant's Account, at any time, an amount equal to
        any whole percentage (not exceeding 100%) of his Vested Interest in his
        Participant's Account attributable to the value of his Prior Employer
        Contributions, including earnings.

10.3    WITHDRAWAL OF PRIOR EMPLOYEE CONTRIBUTIONS. A Participant may elect to
        withdraw from his Participant's Account, at any time, an amount equal to
        any whole



                                       69
<PAGE>   72
        percentage (not exceeding 100%) of his Vested Interest in his
        Participant's Account attributable to the value of his Prior Employee
        Contributions, including earnings.

10.4    WITHDRAWAL OF ROLLOVER CONTRIBUTIONS. At any time a Participant may
        elect to withdraw from his Participant's Account an amount up to 100% of
        the value of that portion of his account attributable to his Rollover
        Contributions as defined in Article IV. Such an election shall become
        effective in accordance with the Notification Section below.

10.5    NOTIFICATION. The Participant shall notify the Administrator in writing
        of his election to make a withdrawal under the preceding provisions of
        this Article X. Any such election shall be effective as of the date
        specified in such notice, which date must be at least 15 days after such
        notice is filed. Payment of the withdrawal shall be subject to the terms
        and conditions of Article VI.

10.6    NON-REPAYMENT. Withdrawals made in accordance with this Article X may
        not be repaid.

10.7    SPOUSAL CONSENT TO WITHDRAWAL. Prior to obtaining a withdrawal in
        accordance with this Article X, a married Participant must obtain
        spousal consent in accordance with the provisions of Article VIII unless
        such Participant meets the requirements set forth in Sections 8.1(A),
        (B) and (C).



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                                   ARTICLE X-A
                                      LOANS

10A.1   LOANS TO PARTICIPANTS. The Plan Administrator may make a bona fide loan
        to a Participant, in an amount which, when added to the outstanding
        balance of all other loans to the Participant from all qualified plans
        of the Employer, does not exceed the lesser of $50,000 reduced by the
        excess of the Participant's highest outstanding loan balance during the
        12 months preceding the date on which the loan is made over the
        outstanding loan balance on the date the new loan is made, or 50% of the
        Participant's Vested Interest in his Participant's Account. Participants
        will be limited to only one outstanding loan at a time.

        The loan shall be made under such terms, security interest, and
        conditions as the Plan Administrator deems appropriate, provided,
        however, that all loans granted hereunder:

        (A)     are available to all Participants and Beneficiaries, who are
                parties-in-interest pursuant to section 3(14) of ERISA, on a
                reasonably equivalent basis;

        (B)     are not made available to Highly Compensated Employees on a
                basis greater than the basis made available to other Employees;

        (C)     bear a reasonable rate of interest;

        (D)     are adequately secured;

        (E)     unless a Participant meets the requirements set forth in
                Sections 8.1(A), (B) and (C), are made only after a Participant
                obtains the consent of his Spouse, if any, to use his
                Participant's Account as security for the loan. Spousal consent
                shall be obtained no earlier than the beginning of the 90-day
                period that ends on the date on which the loan is to be so
                secured. The consent must be in writing, must acknowledge the
                effect of the loan, and must be witnessed by a plan
                representative or notary public. Such consent shall thereafter
                be binding with respect to the consenting Spouse or any
                subsequent Spouse with respect to that loan. A new consent shall
                be required if the Participant's Account is used for
                renegotiation, extension, renewal or other revision of the loan.

        (F)     are made in accordance with and subject to all of the provisions
                of this Article.

10A.2   LOAN PROCEDURES. The Plan Administrator shall establish a written set of
        procedures, set forth in the summary plan description, by which all
        loans will be administered. Such rules, which are incorporated herein by
        reference, will include, but not be limited to, the following:

        (A)     the person or persons authorized to administer the loan program,
                identified by name or position;



                                       71
<PAGE>   74

        (B)     the loan application procedure;

        (C)     the basis for approving or denying loans;

        (D)     any limits on the types of loans permitted;

        (E)     the procedure for determining a "reasonable" interest rate;

        (F)     acceptable collateral;

        (G)     default conditions; and

        (H)     steps which will be taken to preserve Plan assets in the event
                of default.



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                                   ARTICLE XI.
                      FIDUCIARY DUTIES AND RESPONSIBILITIES

11.1    GENERAL FIDUCIARY STANDARD OF CONDUCT. Each Fiduciary of the Plan shall
        discharge his duties hereunder solely in the interest of the
        Participants and their Beneficiaries and for the exclusive purpose of
        providing benefits to Participants and their Beneficiaries and defraying
        reasonable expenses, of administering the Plan. Each Fiduciary shall act
        with the care, skill, prudence, and diligence under the circumstances
        that a prudent man acting in a like capacity and familiar with such
        matters would use in conducting an enterprise of like character and with
        like aims, in accordance with the documents and instruments governing
        this Plan, insofar as such documents and instruments are consistent with
        this standard.

11.2    SERVICE IN MULTIPLE CAPACITIES. Any Person or group of persons may serve
        in more than one fiduciary capacity with respect to this Plan.

11.3    LIMITATIONS ON FIDUCIARY LIABILITY. Nothing in this Plan shall be
        construed to prevent any Fiduciary from receiving any benefit to which
        he may be entitled as a Participant or Beneficiary in this Plan, so long
        as the benefit is computed and paid on a basis which is consistent with
        the terms of this Plan as applied to all other Participants and
        Beneficiaries. Nor shall this Plan be interpreted to prevent any
        Fiduciary from receiving any reasonable compensation for services
        rendered, or for the reimbursement of expenses properly and actually
        incurred in the performance of his duties with the Plan; except that no
        Person so serving who already receives full-time pay from an Employer
        shall receive compensation from this Plan, except for reimbursement of
        expenses properly and actually incurred.

11.4    INVESTMENT MANAGER. When an Investment Manager has been appointed, he is
        required to acknowledge in writing that he has undertaken a Fiduciary
        responsibility with respect to the Plan.



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                                  ARTICLE XII.
                                THE ADMINISTRATOR

12.1    DESIGNATION AND ACCEPTANCE. The Employer shall designate a person or
        persons to serve as Administrator under the Plan and such person, by
        joining in the execution of this Plan and Trust Agreement accepts such
        appointment and agrees to act in accordance with the terms of the Plan.

12.2    DUTIES AND AUTHORITY. The Administrator shall administer the Plan in a
        nondiscriminatory manner for the exclusive benefit of Participants and
        their Beneficiaries.

        The Administrator shall perform all such duties as are necessary to
        operate, administer, and manage the Plan in accordance with the terms
        thereof, including but not limited to the following:

        (A)     To determine all questions relating to a Participant's coverage
                under the Plan;

        (B)     To maintain all necessary records for the administration of the
                Plan;

        (C)     To compute and authorize the payment of retirement income and
                other benefit payments to eligible Participants and
                Beneficiaries;

        (D)     To interpret and construe the provisions of the Plan and to make
                regulations which are not inconsistent with the terms thereof;
                and

        (E)     To advise or assist Participants regarding any rights, benefits,
                or elections available under the Plan.

        The Administrator shall take all such actions as are necessary to
        operate, administer, and manage the Plan as a retirement program which
        is at all times in full compliance with any law or regulation affecting
        this Plan.

        The Administrator may allocate certain specified duties of plan
        administration to an individual or group of individuals who, with
        respect to such duties, shall have all reasonable powers necessary or
        appropriate to accomplish them.

12.3    EXPENSES AND CONDENSATION. All expenses of administration may be paid
        out of the Trust fund unless paid by the Employer. Such expenses shall
        include any expenses incident to the functioning of the Administrator,
        including, but not limited to, fees of accountants, counsel, and other
        specialists and their agents, and other costs of administering the Plan.
        Until paid, the expenses shall constitute a liability of the Trust fund.
        However, the Employer may reimburse the Trust fund for any
        administration expense incurred. Any administration expense paid to the
        Trust fund as a reimbursement shall not be considered an Employer
        Contribution. Nothing shall prevent the Administrator from receiving
        reasonable compensation for services rendered in



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        administering this Plan, unless the Administrator already receives
        full-time pay from any Employer adopting the Plan.

12.4    INFORMATION FROM EMPLOYER. To enable the Administrator to perform his
        functions, the Employer shall supply full and timely information to the
        Administrator on all matters relating to this Plan as the Administrator
        may require.

12.5    ADMINISTRATIVE COMMITTEE; MULTIPLE SIGNATURES. In the event that more
        than one person has been duly nominated to serve on the Administrative
        Committee and has signified in writing the acceptance of such
        designation, the signature(s) of one or more persons may be accepted by
        an interested party as conclusive evidence that the Administrative
        Committee has duly authorized the action therein set forth and as
        representing the will of and binding upon the whole Administrative
        Committee. No person receiving such documents or written instructions
        and acting in good faith and in reliance thereon shall be obliged to
        ascertain the validity of such action under the terms of this Plan. The
        Administrative Committee shall act by a majority of its members at the
        time in office and such action may be taken either by a vote at a
        meeting or in writing without a meeting.

12.6    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. The Administrator, or
        any member of the Administrative Committee, may resign at any time by
        delivering to the Employer a written notice of resignation, to take
        effect at a date specified therein, which shall not be less than 30 days
        after the delivery thereof, unless such notice shall be waived.

        The Administrator may be removed with or without cause by the Employer
        by delivery of written notice of removal, to take effect at a date
        specified therein, which shall be not less than 30 days after delivery
        thereof, unless such notice shall be waived.

        The Employer, upon receipt of or giving notice of the resignation or
        removal of the Administrator, shall promptly designate a successor
        Administrator who must signify acceptance of this position in writing.
        In the event no successor is appointed, the Board of Directors of the
        Employer will function as the Administrative Committee until a new
        Administrator has been appointed and has accepted such appointment.

12.7    INVESTMENT MANAGER. The Administrator may appoint, in writing, an
        Investment Manager or Managers to whom is delegated the authority to
        manage, acquire, invest or dispose of all or any part of the Trust
        assets. With regard to the assets entrusted to his care, the Investment
        Manager shall provide written instructions and directions to the
        Trustee, who shall in turn be entitled to rely upon such written
        direction. This appointment and delegation shall be evidenced by a
        signed written agreement.

12.8    DELEGATION OF DUTIES. The Administrator shall have the power, to the
        extent permitted by law, to delegate the performance of such Fiduciary
        and non-Fiduciary duties, responsibilities and functions as the
        Administrator shall deem advisable for the



                                       75
<PAGE>   78

        proper management and administration of the Plan in the best interests
        of the Participants and their Beneficiaries.



                                       76
<PAGE>   79

                                  ARTICLE XIII.
                              PARTICIPANTS' RIGHTS

13.1    GENERAL RIGHTS OF PARTICIPANTS AND BENEFICIARIES. The Plan is
        established and the Trust assets are held for the exclusive purpose of
        providing benefits for such Employees and their Beneficiaries as have
        qualified to participate under the terms of the Plan.

13.2    FILING A CLAIM FOR BENEFITS. A Participant or Beneficiary or the
        Employer acting in his behalf, shall notify the Administrator of a claim
        of benefits under the Plan. Such request shall be in writing to the
        Administrator and shall set forth the basis of such claim and shall
        authorize the Administrator to conduct such examinations as may be
        necessary to determine the validity of the claim and to take such steps
        as may be necessary to facilitate the payment of any benefits to which
        the Participant or Beneficiary may be entitled under the terms of the
        Plan.

        A decision by the Administrator shall be made promptly and not later
        than 90 days after the Administrator's receipt of the claim of benefits
        under the Plan, unless special circumstances require an extension of the
        time for processing, in which case a decision shall be rendered as soon
        as possible, but not later than 180 days after the initial receipt of
        the claim of benefits.

13.3    DENIAL OF CLAIM. Whenever a claim for benefits by any Participant or
        Beneficiary has been denied by a Plan Administrator, a written notice,
        prepared in a manner calculated to be understood by the Participant,
        must be provided, setting forth (1) the specific reasons for the denial;
        (2) the specific reference to pertinent Plan provisions on which the
        denial is based; (3) a description of any additional material or
        information necessary for the claimant to perfect the claim and an
        explanation of why such material or information is necessary; and (4) an
        explanation of the Plan's claim review procedure.

13.4    REMEDIES AVAILABLE TO PARTICIPANTS. A Participant or Beneficiary may (1)
        request a review by a Named Fiduciary, other than the Administrator,
        upon written application to the Plan; (2) review pertinent Plan
        documents; and (3) submit issues and comments in writing to a Named
        Fiduciary. A Participant or Beneficiary shall have 60 days after receipt
        by the claimant of written notification of a denial of a claim to
        request a review of a denied claim.

        A decision by a Named Fiduciary shall be made promptly and not later
        than 60 days after the Named Fiduciary's receipt of a request for
        review, unless special circumstances require an extension of the time
        for processing, in which case a decision shall be rendered as soon as
        possible, but not later than 120 days after receipt of a request for
        review. The decision on review by a Named Fiduciary shall be in writing
        and shall include specific reasons for the decision, written in a manner
        calculated to be understood by the claimant, and specific references to
        the pertinent Plan provisions on which the decision is based.



                                       77
<PAGE>   80

        A Participant or Beneficiary shall be entitled, either in his own name
        or in conjunction with any other interested parties, to bring such
        actions in law or equity or to undertake such administrative actions or
        to seek such relief as may be necessary or appropriate to compel the
        disclosure of any required information, to enforce or protect his
        rights, to recover present benefits due to him, or to clarify his rights
        to future benefits under the Plan.

13.5    REINSTATEMENT OF BENEFIT. In the event any portion of a distribution
        which is payable to a Participant or a Beneficiary shall remain unpaid
        on account of the inability of the Plan Administrator, after diligent
        effort, to locate such Participant or Beneficiary, the amount so
        distributable shall be treated as; a Forfeiture under the Plan. If a
        claim is made by the Participant or Beneficiary for any benefit
        forfeited under this section, such benefit shall be reinstated.

13.6    LIMITATION OF RIGHTS. Participation hereunder shall not grant any
        Participant the right to be retained in the Service of the Employer or
        any other rights or interest in the Plan or Trust fund other than those
        specifically herein set forth.

13.7    PARTICIPANT CONTRIBUTIONS. Each Participant, regardless of his length of
        Service with the Employer, shall be fully vested (100%) at all times in
        any portion of his Participant's Account attributable to the following:

        -       Rollover Contributions

        -       Prior Employee Contributions.

13.8    MERGERS OR TRANSFERS. In the case of any merger or consolidation with or
        transfer of assets or liabilities to any other qualified plan after
        September 2, 1974, the following conditions must be met:

        (A)     The sum of the account balances in each plan shall equal the
                fair market value (determined as of the date of the merger or
                transfer as if the plans had then terminated) of the entire plan
                assets.

        (B)     The assets of each plan shall be combined to form the assets of
                the plan as merged (or transferred).

        (C)     Immediately after the merger (or transfer), each Participant in
                the plan merged (or transferred) shall have an account balance
                equal to the sum of the account balances the Participant had in
                the plans immediately prior to the merger (or transfer).

        (D)     Immediately after the merger (or transfer) each Participant in
                the plan merged (or transferred) shall be entitled to the same
                optional benefit forms as he was entitled to immediately prior
                to the merger (or transfer).



                                       78
<PAGE>   81

        In the case of any merger or consolidation with or transfer of assets or
        liabilities to any defined benefit plan after September 2, 1974, one of
        the plans before such merger, consolidation, or transfer shall be
        converted into the other type of plan and either the rules described
        above, applicable to the merger of two defined contribution plans, or
        the rules applicable to the merger of two defined benefit plans, as
        appropriate, shall be applied.

13.9    PARTICIPANT'S ACCOUNT AND VALUATION. A Participant's Account shall be
        maintained on behalf of each Participant until such account is
        distributed in accordance with the terms of this Plan. At least once per
        year, as of the last day of the Plan Year, each Participant's Account
        shall be adjusted for any earnings, gains, losses, contributions,
        withdrawals, loans, and expenses, attributable to such Plan Year, in
        order to obtain a new valuation of the Participant's Account.

13.10   INVESTMENT OF CONTRIBUTIONS. Each Participant shall have the exclusive
        authority to direct the investment of contributions made to his
        Participant's Account. In accordance with the procedures established by
        the Plan Administrator, the Participant shall elect to have a specified
        percentage invested in one or more investment funds, as long as the
        designated percentage for each fund is a whole number, and the sum of
        the percentages allocated is equal to 100%. In addition, the Participant
        may change such election once a month at any time. All investment
        changes are subject to the rules of the investment fund(s) in which the
        Participant's Account is or is to be invested.

13.11   TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant may designate amounts
        invested pursuant to the section above to be transferred between the
        investment funds once every month at any time in accordance with the
        procedures established by the Plan Administrator.

        Notwithstanding the above, the transfer of amounts between investment
        funds shall be subject to the rules of the investment funds in which the
        Participant's Account is invested or is to be invested.



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<PAGE>   82

                                  ARTICLE XIV.
                      AMENDMENT OR TERMINATION OF THE PLAN

14.1    AMENDMENT OF PLAN. The Employer shall have the right from time to time
        to modify or amend, in whole or in part, any or all provisions of the
        Plan, provided that a Board of Directors' resolution pursuant to such
        modification or amendment shall first be adopted and provided further
        that the modification or amendment is signed by the Employer and the
        Administrator. Upon any such modification or amendment the Administrator
        and the Trustee shall be furnished a copy thereof. No amendment shall
        deprive any Participant or Beneficiary of any Vested Interest hereunder.
        Any Participant having not less than three Years of Service shall be
        permitted to elect, in writing, to have his Vesting Percentage computed
        under the Plan without regard to such amendment.

        The period during which the election must be made by the Participant
        shall begin no later than the date the Plan Amendment is adopted and end
        no later than after the latest of the following dates:

        (A)     The date which is 60 days after the day the amendment is
                adopted; or

        (B)     The date which is 60 days after the day the amendment becomes
                effective; or

        (C)     The date which is 60 days after the day the Participant is
                issued written notice of the amendment by the Employer or
                Administrator.

        Such written election by a Participant shall be made to the
        Administrator.

        No amendment to the Plan shall decrease a Participant's Account balance
        or eliminate an optional form of distribution. Notwithstanding the
        preceding sentence, a Participant's Account balance may be reduced to
        the extent permitted under Internal Revenue Code section 412(c)(8).
        Furthermore, no amendment to the Plan shall have the effect of
        decreasing a Participant's Vested Interest determined without regard to
        such amendment as of the later of the date such amendment is adopted or
        the date it becomes effective.

14.2    CONDITIONS OF AMENDMENT. The Employer shall not make any amendment which
        would cause the Plan to lose its status as a qualified plan within the
        meaning of section 401(a) of the Code.

14.3    TERMINATION OF THE PLAN. The Employer intends to continue the Plan
        indefinitely for the benefit of its Employees, but reserves the right to
        terminate the Plan at any time by resolution of its Board of Directors.
        Upon such termination, the liability of the Employer to make
        contributions hereunder shall terminate.

14.4    FULL VESTING. Upon the termination or partial termination of the Plan,
        or upon complete discontinuance of Employer contributions, the rights of
        all affected Participants in and to the amounts credited to each such
        Participant's Account shall be 100% vested and nonforfeitable.



                                       80
<PAGE>   83

14.5    DISTRIBUTIONS UPON PLAN TERMINATION. If this Plan is terminated and the
        Employer does not maintain or establish another defined contribution
        plan, pursuant to Code section 401(k)(10)(A)(i), each Participant shall
        receive a total distribution, in the form of a lump-sum distribution as
        defined in Code section 401(k)(10)(B)(ii), of his Participant's Account
        in accordance with the terms and conditions of Article VI.

        However, if this Plan is terminated and the Employer does maintain or
        establish another defined contribution plan as discussed in the above
        paragraph, or if the Plan is only partially terminated, each Participant
        shall receive a total distribution of his Participant's Account,
        excluding any amounts attributable to Elective Deferral Contributions
        and contributions made by the Employer designated as 401(k)
        contributions in accordance with the terms and conditions of Article VI.
        In such a situation, any amounts in a Participant's Account attributable
        to Elective Deferral Contributions and contributions made by the
        Employer designated as 401(k) contributions may be distributed only upon
        the occurrence of an event described in Article VI.

        No Participant and/or spousal consent will be required for a
        distribution where no successor plan exists. However, if the Employer
        does maintain a successor plan, Participant and/or spousal consent is
        required for a distribution exceeding $3,500. The Participant's Account
        will be transferred to such successor plan if the required consents are
        not received.

14.6    APPLICATION OF FORFEITURES. Upon the termination of the Plan, any
        Forfeitures which have riot been applied as of such termination to
        reduce the contribution made by the Employer shall be credited on a pro
        rata basis to the Participant's Account of the then Active Participants
        in the same manner as the last contribution made by the Employer under
        the Plan.

14.7    APPROVAL BY THE INTERNAL REVENUE SERVICE. Notwithstanding any other
        provisions of this Plan, the Employer's adoption of this Plan is subject
        to the condition precedent that the Employer's Plan shall be approved
        and qualified by the Internal Revenue Service as meeting the
        requirements of section 401(a) of the Internal Revenue Code and that
        the Trust established in connection herewith shall be entitled to
        exemption under the provisions of section 501(a). In the event the Plan
        initially fails to qualify and the Internal Revenue Service issues a
        final ruling that the Employer's Plan or Trust fails to so qualify as of
        the Effective Date, all liability of the Employer to make further
        contributions hereunder shall cease. The Plan Administrator, Trustee and
        any other Named Fiduciary shall be notified immediately by the Employer,
        in writing, of such failure to qualify. Upon such notification, the
        value of the Participants' Accounts shall be distributed in cash to the
        Employer, subject to the terms and conditions of Article VI.

        That portion of such distribution which is attributable to Participant
        Contributions as specified in Section 13.7, if any, shall be paid to the
        Participant, and the balance of such distribution shall be paid to the
        Employer.



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<PAGE>   84

14.8    SUBSEQUENT UNFAVORABLE DETERMINATION. If the Employer is notified
        subsequent to initial favorable qualification that the Plan is no longer
        qualified within the meaning of section 401(a) of the Internal Revenue
        Code, or that the Trust is no longer entitled to exemption under the
        provisions of section 501(a), and if the Employer shall fail within a
        reasonable time to make any necessary changes in order that the Plan
        and/or Trust shall so qualify, the Participants' Accounts shall be fully
        vested and nonforfeitable and shall be disposed of as if the Plan had
        terminated, in the manner set forth in this Article XIV.



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<PAGE>   85

                                   ARTICLE XV.
                              SUBSTITUTION OF PLANS

15.1    SUBSTITUTION OF PLANS. Subject to the provisions of Section 13.8 the
        Employer may substitute an individually designed plan or a master or
        prototype plan for this Plan without terminating this Plan as embodied
        herein and this shall be deemed to constitute an amendment and
        restatement in its entirety of this Plan as heretofore adopted by the
        Employer; provided, however, that the Employer shall have certified to
        the Trustee that this Plan is being continued on a restated basis which
        meets the requirements of section 401(a) of the Internal Revenue Code
        and ERISA.

15.2    TRANSFER OF ASSETS. Upon 90 days written notification from the Employer
        that a different plan meeting the requirements set forth in Section 15.1
        above has been executed and entered into by the Administrator and the
        Employer, and after the Trustee has been furnished the Employer's
        certification in writing that the Employer intends to continue the Plan
        as a qualified Plan under section 401(a) of the Internal Revenue Code
        and ERISA, assets which represent the value of all Participant's
        Accounts maybe transferred in accordance with the instructions received
        from or on behalf of the Employer. The Trustee may rely fully on the
        representations or directions of the Employer with respect to any such
        transfer and shall be fully protected and discharged with respect to any
        such transfer made in accordance with such representations,
        instructions, or directions.



                                       83
<PAGE>   86

                                  ARTICLE XVI.
                                  MISCELLANEOUS

16.1    NON-REVERSION. This Plan has been established by the Employer for the
        exclusive benefit of the Participants and their Beneficiaries. Except as
        otherwise provided in Sections 14.7, 16.7, and 16.8, under no
        circumstances shall any funds contributed hereunder, at any time, revert
        to or be used by the Employer, nor shall any such funds or assets of any
        kind be used other than for the benefit of the Participants or their
        Beneficiaries.

16.2    GENDER AND NUMBER. When necessary to the meaning hereof, and except when
        otherwise indicated by the context, either the masculine or the neuter
        pronoun shall be deemed to include the masculine, the feminine, and the
        neuter, and the singular shall be deemed to include the plural.

16.3    REFERENCE TO THE CODE AND ERISA. Any reference to any section of the
        Internal Revenue Code, ERISA, or to any other statute or law shall be
        deemed to include any successor law of similar import.

16.4    GOVERNING LAW. The Plan and Trust shall be governed and construed in
        accordance with the laws of the state where the Trustee has its
        principal office if the Trustee is a corporation or an association,
        otherwise under the laws of the state where the Employer has its
        principal office.

16.5    COMPLIANCE WITH THE CODE AND ERISA. This Plan is intended to comply with
        all requirements for qualification under the Internal Revenue Code and
        ERISA, and if any provision hereof is subject to more than one
        interpretation or any term used herein is subject to more than one
        construction, such ambiguity shall be resolved in favor of that
        interpretation or construction which is consistent with the Plan being
        so qualified. If any provision of the Plan is held invalid or
        unenforceable, such invalidity or unenforceability shall not affect any
        other provisions, and this Plan shall be construed and enforced as if
        such provision had not been included.

16.6    NON-ALIENATION. It is a condition of the Plan, and all rights of each
        Participant shall be subject thereto, that no right or interest of any
        Participant in the Plan shall be assignable or transferable in whole or
        in part, either directly or by operation of law or otherwise, including,
        but without limitation, execution, levy, garnishment, attachment,
        pledge, bankruptcy or in any other manner, and no right or interest of
        any Participant in the Plan shall be liable for or subject to any
        obligation or liability of such Participant. The preceding sentence
        shall not preclude the enforcement of a federal tax levy made pursuant
        to section 6331 of the Code or the collection by the United States on a
        judgement resulting from an unpaid tax assessment.

16.7    CONTRIBUTION RECAPTURE. Notwithstanding any other provisions of this
        Plan, (1) in the case of a contribution which is made by an Employer by
        a mistake of fact, Section 16.1 shall not prohibit the return of such
        contribution to the Employer within one year



                                       84
<PAGE>   87

        after the payment of the contribution, and (2) if a contribution is
        conditioned upon the deductibility of the contribution under section 404
        of the Code, then, to the extent the deduction is disallowed, Section
        16.1 shall not prohibit the return to the Employer of such contribution
        (to the extent disallowed) within one year after the disallowance of the
        deduction. The amount which may be returned to the Employer is the
        excess of (1) the amount contributed over (2) the amount that would have
        been contributed had there not occurred a mistake of fact or a mistake
        in determining the deduction. Earnings attributable to the excess
        contribution may not be returned to the Employer, but losses
        attributable thereto must reduce the amount to be so returned.
        Furthermore, if the withdrawal of the amount attributable to the
        mistaken contribution would cause the balance of the individual account
        of any Participant to be reduced to less than the balance which would
        have been in the account had the mistaken amount not been contributed,
        then the amount to be returned to the Employer would have to be limited
        so as to avoid such reduction.

16.8    QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding any other
        provisions of this Plan, the Participant's Account may be segregated and
        distributed pursuant to a Qualified Domestic Relations Order within the
        meaning of Internal Revenue Code section 414(p). The Plan Administrator
        shall establish procedures for determining if a Domestic Relations Order
        is qualified within the meaning of section 414(p).



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<PAGE>   88

                                  ARTICLE XVI-A
                              TOP-HEAVY PROVISIONS

16A.1   DEFINITIONS. The following definitions are atypical terms used only in
        this Article XVI-A.

        (A)     Compensation. The term Compensation, whenever used in this
                Article XVI-A, means Compensation as defined in Article V of the
                Plan, but includes the amount of any elective contributions made
                by the Employer on the Employee's behalf to a cafeteria plan
                established in accordance with the provisions of Code section
                125, a qualified cash or deferred arrangement in accordance with
                the provisions of Code section 402(e)(3), a simplified employee
                pension plan in accordance with the provisions of Code section
                402(h), or a tax sheltered annuity plan maintained in accordance
                with the provisions of Code section 403(b).

        (B)     Key Employee. The term Key Employee means any Employee or former
                Employee (including deceased Employees) of the Employer who at
                any time during the Plan Year or the four preceding Plan Years
                was:

                (1)     An officer of the Employer, but in no event if there are
                        more than 500 Employees, shall more than 50 Employees be
                        considered Key Employees. If there are less than 500
                        Employees, in no event shall the greater of three
                        Employees or 10% of all Employees, be, taken into
                        account under this Subsection as Key Employees. If the
                        number of officers is limited by the terms of the
                        preceding sentence, the Employees with the highest
                        Compensation will be considered to be officers.

                        In no event shall an officer whose annual Compensation
                        is less than 50% of the dollar limitation in effect
                        under Code section 415(b)(1)(A) as adjusted from time to
                        time, be a Key Employee for any such Plan Year.

                        In making a determination under this Subsection,
                        Employees who have not completed six months of Service
                        by the end of the applicable Plan Year, Employees who
                        normally work less than 17-1/2 hours per week, Employees
                        who normally work less than six months during a year,
                        Employees who have not attained 21, and nonresident
                        aliens who receive no earned income from U.S. sources,
                        shall be excluded.

                        Also excluded under the above paragraph are Employees
                        who are covered by an agreement which the Secretary of
                        Labor finds to be a collective bargaining agreement.
                        Such Employees will be excluded only if retirement
                        benefits were the subject of good faith bargaining, 90%
                        of the Employees of the Employer are covered by the
                        agreement, and the Plan covers only Employees who are
                        not covered by the agreement.



                                       86
<PAGE>   89

                (2)     One of the 10 Employees who has annual Compensation
                        greater than the amount in effect under Internal Revenue
                        Code section 415(c)(1)(A) and who owns (or is considered
                        to own within the meaning of Internal Revenue Code
                        section 318, as modified by section 416(i)(1)(B)(iii))
                        both more than 1/2% interest and the largest interest in
                        the Employer. If two or more Employees own equal
                        interests in the Employer, the ranking of ownership
                        share will be in descending order of such Employees'
                        Compensation. If the Employer is other than a
                        corporation, the term "interest" as used herein shall
                        refer to capital or profits interest.

                (3)     An Employee who owns (or is considered to own within the
                        meaning of Internal Revenue Code section 318, as
                        modified by section 416(i)(1)(B)(iii)) more than 5% of
                        the outstanding stock of the Employer or stock
                        possessing more than 5% of the total combined voting
                        power of all stock of the Employer. If the Employer is
                        other than a corporation, an Employee who owns, or is
                        considered to own, more than 5% of the capital or
                        profits interest in the Employer. The determination of
                        5% ownership shall be made separately for each member of
                        a controlled group of corporations (as defined in Code
                        section 414(b)), or of a group of trades or businesses
                        (whether or not incorporated) that are under common
                        control (as defined in Code section 414(c)), or of an
                        affiliated service group (as defined in Code section,
                        414(m)).

                (4)     An Employee who owns (or is considered to own within the
                        meaning of Internal Revenue Code section 318, as
                        modified by section 416(i)(1)(B)(iii)) more than 1% of
                        the outstanding stock of the Employer or stock
                        possessing more than 1% of the total combined voting
                        power of all stock of the Employer, and whose annual
                        Compensation is more than $150,000. If the Employer is
                        other than a corporation, an Employee who owns, or is
                        considered to own, more than 1% of the capital or
                        profits interest in the Employer, and whose annual
                        Compensation is more than $150,000.

                For the purposes of paragraphs (2), (3) and (4) above, if an
                Employee's ownership interest changes during a given Plan Year,
                his ownership interest for that Plan Year is the largest
                interest owned at any time during the Plan Year.

                The Beneficiary of any deceased Employee who was a Key Employee
                shall be considered a Key Employee for the same period as the
                deceased Employee would have been so considered.

        (C)     Non-Key Employee. The term Non-Key Employee means any Employee
                or former Employee of the Employer who is not a Key Employee.
                The Beneficiary of any deceased Employee who is a Non-Key
                Employee shall be considered a



                                       87
<PAGE>   90

                Non-Key Employee for the same period as the deceased Employee
                would have been so considered.

        (D)     Determination Date. The term Determination Date means, with
                respect to a Plan Year, the last day of the preceding Plan Year,
                or, in the case of the first Plan Year of a plan, the last day
                of the first Plan Year.

        (E)     Valuation Date. The term Valuation Date means, with respect to a
                Plan Year, the last day of the preceding Plan Year and is the
                date on which Account Balances are valued for the purpose of
                determining the Plan's Top-Heavy status.

        (F)     Account Balance. The term Account Balance means the value of the
                Participant's Account standing to the credit of a Participant, a
                former Participant, or the Beneficiary of a former Participant,
                as the case may be, as of the Valuation Date. Such Account
                Balance shall include any contributions due as of the
                Determination Date and all distributions made to the Participant
                (or former Participant or Beneficiary, as the case may be)
                during the Plan Year or the preceding four Plan Years, except
                for distributions of Related Rollovers. However, the Account
                Balance shall not include any deductible Employee Contributions
                made pursuant to Internal Revenue Code section 219 or Unrelated
                Rollovers made to the Plan after December 31, 1983.

                A Related Rollover is a Rollover Contribution or Transfer that
                either was not initiated by the Employee or was made to a plan
                maintained by the same Employer.

                An Unrelated Rollover is a Rollover Contribution or Transfer
                that was initiated by the Employee and was made from a plan
                maintained by one employer to a plan maintained by another
                employer.

                For purposes of this Subsection (F), the term Employer shall
                include all employers that are required to be aggregated in
                accordance with Internal Revenue Code sections 414(b), (c) or
                (m).

        (G)     Required Aggregation Group. The term Required Aggregation Group
                means all of the plans of the Employer which cover a Key
                Employee, including any such plan maintained by the Employer
                pursuant to the terms of a collective bargaining agreement, and
                each other plan of the Employer which enables any plan in which
                a Key Employee participates to satisfy the requirements of
                Internal Revenue Code sections 401(a)(4) or 410.

        (H)     Permissive Aggregation Group. The term Permissive Aggregation
                Group means all of the plans of the Employer which are included
                in the Required Aggregation Group plus any plans of the Employer
                which provide comparable benefits to the benefits provided by
                the plans in the Required Aggregation Group and are not included
                in the Required Aggregation Group, but which satisfy the
                requirements



                                       88
<PAGE>   91

                of Internal Revenue Code sections 401(a)(4) and 410 when
                considered together with the Required Aggregation Group,
                including any plan maintained by the Employer pursuant to a
                collective bargaining agreement which does not include a Key
                Employee.

        (I)     Top-Heavy Plan. The Plan is Top-Heavy if it meets the
                requirements of Section 16A.2.

        (J)     Super Top-Heavy Plan. The Plan is Super Top-Heavy if it meets
                the requirements of Section 16A.3.

        (K)     Terminated Plan. A plan shall be considered to be a Terminated
                Plan if it:

                (1)     has been formally terminated;

                (2)     has ceased crediting service for benefit accruals and
                        vesting; or

                (3)     has been or is distributing all plan assets to
                        Participants (or Beneficiaries) as soon as
                        administratively possible.

                With the exception of the Minimum Employer Contribution
                Requirements and the Minimum Vesting Requirements, the Top-Heavy
                provisions of this Article XVI-A will apply to any Terminated
                Plan which was maintained at any time during the five years
                ending on the Determination Date.

        (L)     Frozen Plan. A plan shall be considered to be a Frozen Plan if
                all benefit accruals have ceased but all assets have not been
                distributed to Participants or Beneficiaries. The Top-Heavy
                provisions of this Article XVI-A will apply to any such Frozen
                Plan.

16A.2   TOP-HEAVY PLAN STATUS. This Plan shall be determined to be Top-Heavy if,
        as of the Determination Date, the aggregate of the Account Balances of
        Key Employees exceeds 60% of the aggregate of the Account Balances of
        all Employees covered by the Plan. The determination of whether the Plan
        is Top-Heavy shall be made after aggregating all plans in the Required
        Aggregation Group, and after aggregating any other plans which are in
        the Permissive Aggregation Group, if such permissive aggregation thereby
        eliminates the Top-Heavy status of any plan within such Required
        Aggregation Group.

        In determining whether this Plan is Top-Heavy, the Account Balance of a
        former Key Employee who is now a Non-Key Employee will be disregarded.
        Likewise, for Plan Years beginning after December 31, 1984, the Account
        Balance of any Employee who has not performed an Hour of Service during
        the five-year period ending on the Determination Date will be excluded.



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<PAGE>   92

16A.3   SUPER TOP-HEAVY PLAN STATUS. This Plan shall be determined to be Super
        Top-Heavy if, as of the Determination Date, the Plan would meet the test
        specified in Section 16A.2 above, if 90% were substituted for 60% in
        each place where it appears. The Plan may be permissively aggregated in
        order to avoid being Super Top-Heavy.

16A.4   TOP-HEAVY REQUIREMENTS. Notwithstanding anything in the Plan to the
        contrary, if the Plan is Top-Heavy with respect to any Plan Year
        beginning after December 31, 1983, then the Plan shall meet the
        following requirements for such Plan Year:

        (A)     Compensation Limit. The annual Compensation of each Participant
                taken into account under the Plan shall not exceed $150,000;
                however, such dollar limitation shall be adjusted to take into
                account any adjustments made by the Secretary of the Treasury or
                his delegate pursuant to Internal Revenue Code section
                416(d)(2).

        (B)     Minimum Employer Contribution Requirements. A Minimum Employer
                Contribution of 3% of each Eligible Employee's Compensation will
                be made on behalf of each Eligible Employee in the Plan.

                If the actual Employer Contribution made or required to be made
                for Key Employees is less than 3%, the Minimum Employer
                Contribution required hereunder shall not exceed the percentage
                contribution made for the Key Employee for whom the percentage
                of Employer Contributions and Forfeitures relative to the first
                $150,000 of Compensation is the highest for the Plan Year after
                taking into account contributions or benefits under other
                qualified plans in the Plan's Required Aggregation Group.

                However, if a Participant in this Plan is also a participant in
                a defined benefit plan maintained by the Employer, such
                Participant shall receive the Top-Heavy minimum benefit under
                the defined benefit plan in lieu of the Minimum Employer
                Contribution described herein. Such minimum benefit will be
                equal to the Participant's average yearly Compensation during
                his five highest-paid consecutive years, multiplied by the
                lesser of 2% per Year of Service or 20%. Compensation periods
                and Years of Service to be taken into account in the calculation
                of this benefit shall be subject to any limitations set forth in
                the defined benefit plan.

                For any Limitation Year in which this Plan is Top-Heavy but not
                Super Top-Heavy, the Minimum Employer Contribution shall be
                increased to 4% of each Eligible Employee's Compensation in
                order to preserve the use of the factor 1.25 in the denominators
                of the fractions described in Section 5.4 (B) (1) and Section
                5.4 (D) (1). A Participant who receives the Top-Heavy minimum
                benefit in lieu of the Minimum Employer Contribution shall
                receive an increased minimum benefit equal to the Participant's
                average yearly Compensation during his five highest-paid
                consecutive years, multiplied by the lesser of 3% per Year of
                Service or 20% plus one percentage point (to a maximum of 10
                percentage points) for each year that this Plan is maintained.
                Compensation periods and Years of



                                       90
<PAGE>   93

                Service to be taken into account in the calculation of this
                increased minimum benefit shall be subject to any limitations
                set forth in the defined benefit plan.

                For any Limitation Year in which this Plan is Super Top-Heavy,
                the factor of 1.25 in the denominators of the fractions
                described in Sections 5.4 (B) (1) and 5.4 (D) (1) shall be
                reduced to 1.0. The Minimum Employer Contribution payable in
                such years shall be 3% of each Eligible Employee's Compensation
                and the defined benefit Top-Heavy minimum benefit shall be
                average Compensation multiplied by the lesser of 2% per Year of
                Service or 20%.

                Eligible Employees are all Non-Key Employees who are
                Participants in the Plan as of the last day of the Plan Year
                regardless of whether they had completed 1,000 Hours of Service
                during the Plan Year. Also included are Non-Key Employees who
                would have been Participants as of the last day of the Plan Year
                except:

                -       The Employee's Compensation was below a required minimum
                        level or

                -       The Employee chose not to make Elective Deferral
                        Contributions when he was eligible to do so.

                Elective Deferral Contributions and Matching Contributions made
                to Key Employees shall be taken into account as Employer
                Contributions allocated to such Key Employees when determining
                whether a lower Minimum Employer Contribution is permissible for
                purposes of this section. However, Elective Deferral
                Contributions made by Non-Key Employees shall not be used
                towards satisfying the Minimum Employer Contribution required to
                be allocated to Non-Key Employees pursuant to this section.

                Matching Contributions made on behalf of Non-Key Employees may,
                at the option of the Employer, be used to satisfy the Minimum
                Employer Contribution requirement. However, for Plan Years
                beginning after December 31, 1988, to the extent that Matching
                Contributions are used for this purpose, they shall not be used
                to satisfy the Actual Contribution Percentage Test.

        (C)     Minimum Vesting Requirements. Vesting shall be determined in
                accordance with the following schedule:

<TABLE>
<CAPTION>
                Years of Service             Vesting Percentage
                ----------------             ------------------
<S>                                          <C>
                Less than 1                          0%

                1 but less than 2                   10%

                2 but less than 3                   20%

                3 but less than 4                   40%

                4 but less than 5                   60%
</TABLE>




                                       91
<PAGE>   94

<TABLE>
<S>                                          <C>
                5 but less than 6                   80%

                6 or more                          100%
</TABLE>



                                       92
<PAGE>   95

                                  AMENDMENT TO
               DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN
                             FOR NON-UNION EMPLOYEES

WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to as the
"Employer") established the Dominick's Finer Foods, Inc. 401 (k) Retirement Plan
for Non-Union Employees (hereinafter referred to as the "Plan") effective March
25, 1957 for the benefit of its eligible Employees and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan under the terms
thereof; and

WHEREAS, the Employer desires to amend the Plan to provide for its funding
through a Group Annuity Contract issued by Connecticut General Life Insurance
Company and to transfer all Plan assets; and

WHEREAS, the Employer now desires to amend the Plan and restate its provisions
to comply with the requirements of the Tax Reform Act of 1986 (TRA `86), the
Omnibus Budget Reconciliation Act of 1986 (OBRA `86), and the Unemployment
Compensation Amendment of 1992 (UCA `92) if applicable;

NOW THEREFORE, the Plan is hereby amended and restated in its entirety effective
January 1, 1993 except as follows:

1.      Effective for calendar years beginning on January 1, 1987, the
        provisions regarding limits on Elective Deferral Contributions shall be
        amended and governed by the terms of Article IV of the Plan attached
        hereto.

2.      Effective on the first day of the Plan Year beginning in 1987, the
        provisions relating to the special nondiscrimination test for Elective
        Deferral Contributions under Code section 401(k), as defined in Article
        I, shall be amended and governed by the terms of the Plan attached
        hereto.

3.      Effective on the first day of the Plan Year beginning in 1987, the
        provisions relating to the special nondiscrimination test for Matching
        Contributions and Employee Contributions under Code section 401 (m), as
        defined in Article I, shall be amended and governed by the terms of the
        Plan attached hereto.

4.      Effective on the first day of the Plan Year beginning in 1987, the
        provisions defining Highly Compensated Employee shall be amended and
        governed by the terms of Article I of the Plan attached hereto.

5.      Effective on the first day of the Plan Year beginning in 1987, the
        provisions regarding loans shall be amended and governed by the terms of
        Article X-A of the Plan attached hereto. However, prior to October 18,
        1989, if a Participant's Vested Interest in his Participant's Account
        was less than $20,000, the Participant was able to borrow up to the



                                       93
<PAGE>   96

        lesser of $10,000 or his Vested Interest attributable to contributions
        which were available for loans.

6.      Effective on the first day of the Plan Year beginning in 1987, the
        provisions regarding Limitations on Allocations shall be amended and
        governed by the terms of Article V of the Plan attached hereto.

7.      Effective on the first day of the Plan Year beginning in 1987,
        contributions made to this Plan shall no longer require Considered Net
        Profits.

8.      Effective on the first day of the Plan Year beginning in 1989,
        Compensation for purposes of the Plan shall be limited to a maximum of
        $200,000.

9.      Effective on January 1, 1989, the provisions relating to required
        minimum distributions shall be amended and governed by the terms of the
        Plan attached hereto.

10.     Effective on the first day of the Plan Year beginning in 1989, the
        provisions relating to withdrawals for Serious Financial Hardship shall
        be amended and governed by the terms of Article X of the Plan attached
        hereto.

11.     Effective on the first day of the Plan Year beginning in 1992, gap
        period earnings associated with Excess Contributions shall not be
        distributed.

12.     Effective on the first day of the Plan Year beginning in 1992, gap
        period earnings associated with Excess Aggregate Contributions shall not
        be distributed.

13.     Effective on the first day of the 1992 Plan Year, the provisions
        relating to the determination of a financial need for a Serious
        Financial Hardship shall be liberalized in accordance with the rules set
        forth in the final 401(k) regulations.

14.     Effective on the first day of the 1992 Plan Year, the provisions
        relating to the correction of excess Annual Additions shall be amended
        and governed by the terms of Article V of the Plan attached hereto.

15.     Effective January 1, 1993, the provisions relating to Direct Rollovers
        shall be added to the Plan as governed by the terms of Article VI-A of
        the Plan attached hereto.

16.     Effective for Plan Years beginning in 1994, Compensation shall be
        limited to a maximum of $150,000.

17.     The terms of the Plan as heretofore set forth shall no longer apply with
        respect to Participants under the Plan who have not terminated
        employment (including terminations on account of Retirement, death or
        Disability); and the terms of the Plan with respect to such Participants
        shall henceforth be as set forth in the Dominick's Finer Foods, Inc.
        401(k) Retirement Plan for Non-Union Employees, a copy of which is
        attached to and forms a part of this amendment.



                                       94
<PAGE>   97

18.     The Plan and Trust as amended and restated, shall represent a
        continuation of the prior Plan and Trust as heretofore set forth and
        shall not abridge or curtail any rights accorded to Participants under
        said prior instrument.

IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have
hereunto affixed their signatures.


Executed at                             on June 24 , 1994
- -----------------------------------     ----------------------------------------

                                        DOMINICK'S FINER FOODS, INC.

                                        By: /s/ Charles L. B.
- -----------------------------------        -------------------------------------
                 Witness                Title: S.V.P. Human Resources
                                              ----------------------------------

Accepted this 24th day of June, 1994.

                                        By: /s/ Chris Wendt.
- -----------------------------------        -------------------------------------
                 Witness                              Administrator


Accepted this 21st day of July, 1994.

/s/ Maria E. Malave                     By: /s/ J. G. S.
- -----------------------------------        -------------------------------------
                 Witness                                 Trustee

                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.



                                       95
<PAGE>   98

                                  AMENDMENT TO
             DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR
                               NON-UNION EMPLOYEES

WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to as the
"Employer") established the Dominick's Finer Foods, Inc. 401(k) Retirement Plan
for Non-Union Employees (hereinafter referred to as the "Plan") effective March
25, 1957 for the benefit of its eligible Employees and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan in section 14.1
thereof, and

WHEREAS, the Employer now desires to amend the Plan to reflect that investment
changes and transfers may be made at any time; and

NOW THEREFORE, the Plan is hereby amended effective June 30, 1995 as follows:

1.      Section 13.10 is deleted in its entirety and replaced with the
        following:

        "13.10 INVESTMENT OF CONTRIBUTIONS. Each Participant shall have the
                exclusive authority to direct the investment of contributions
                made to his Participant's Account. In accordance with the
                procedures established by the Plan Administrator, the
                Participant shall elect to have a specified percentage invested
                in one or more investment funds, as long as the designated
                percentage for each fund is a whole number, and the sum of the
                percentages allocated is equal to 100%. In addition,, the
                Participant may change such election at any time. All investment
                changes are subject to the rules of the investment fund(s) in
                which the Participant's Account is or is to be invested."

2.      Section 13.11 is deleted in its entirety and replaced with the
        following:

        "13.11  TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant may designate
                amounts invested pursuant to the section above to be transferred
                between the investment funds at any time in accordance with the
                procedures established by the Plan Administrator.

                Notwithstanding the above, the transfer of amounts between
                investment funds shall be subject to the rules of the investment
                funds in which the Participant's Account is invested or is to be
                invested."

IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have
hereunto affixed their signatures.

Executed at Dominick's Finer Foods on November 15, 1995


                                        DOMINICK'S FINER FOODS, INC.



                                       96
<PAGE>   99

/s/ A. S.                               By /s/ Robert G. M.
- -----------------------------------        -------------------------------------
                                        Title President and C.O.O.
                                             ----------------------------------

Accepted this 15th day of November 15, 1995.

/s/ A. S.                               By /s/ L. Canter
- -----------------------------------        -------------------------------------
                 Witness                              Administrator


Accepted this ______ day of ____________, ______.

                                        By
- -----------------------------------        -------------------------------------
                 Witness                                 Trustee

                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.



                                       97
<PAGE>   100

                                  AMENDMENT TO
             DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR
                               NON-UNION EMPLOYEES

WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to as the
"Employer") established the Dominick's Finer Foods, Inc. 401(k) Retirement Plan
for Non-Union Employees (hereinafter referred to as the "Plan") effective March
25, 1957 for the benefit of its eligible Employees and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan in section 14.1
thereof; and

WHEREAS, the Employer now desires to amend the Plan to reflect that Participants
may have two outstanding loans at a time; and

NOW THEREFORE, the Plan is hereby amended effective October 1, 1995 as follows:

Section 10A.1 is deleted in its entirety and replaced with the following:

        "10A.1 LOANS TO PARTICIPANTS. The Plan Administrator may make a bona
                fide loan to a Participant, in an amount which, when added to
                the outstanding balance of all other loans to the Participant
                from all qualified plans of the Employer, does not exceed the
                lesser of $50,000 reduced by the excess of the Participant's
                highest outstanding loan balance during the 12 months preceding
                the date on which the loan is made over the outstanding loan
                balance on the date the new loan is made, or 50% of the
                Participant's Vested Interest in his Participant's Account.
                Participants will be limited to only two outstanding loan at a
                time.

                The loan shall be made under such terms, security interest, and
                conditions as the Plan Administrator deems appropriate,
                provided, however, that all loans granted hereunder:

        (A)     are available to all Participants and Beneficiaries, who are
                parties-in-interest pursuant to section 3(14) of ERISA, on a
                reasonably equivalent basis;

        (B)     are not made available to Highly Compensated Employees on a
                basis greater than the basis made available to other Employees;

        (C)     bear a reasonable rate of interest;

        (D)     are adequately secured;

        (E)     unless a Participant meets the requirements set forth in
                Sections 8.1 (A), (B) and (C), are made only after a Participant
                obtains the consent of his Spouse, if any, to use his
                Participant's Account as security for the loan. Spousal consent
                shall be obtained no earlier than the beginning of the 90-day
                period that ends on the date on which the loan is to be so
                secured. The consent must be in writing, must acknowledge the
                effect of the loan, and must be witnessed by a plan



                                       98
<PAGE>   101

                representative or notary public. Such consent shall thereafter
                be binding with respect to the consenting Spouse or any
                subsequent Spouse with respect to that loan. A new consent shall
                be required if the Participant's Account is used for
                renegotiation, extension, renewal or other revision of the loan.

        (F)     are made in accordance with and subject to all of the provisions
                of this Article."

IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have
hereunto affixed their signatures.

Executed at Dominick's Finer Foods on November 15, 1995.


                                        DOMINICK'S FINER FOODS, INC.

/s/ A. S.                               By /s/ Robert A. M.
- -----------------------------------        -------------------------------------
                 Witness
                                        Title President and C.O.O.
                                             -----------------------------------


Accepted this 15th day of November, 1995.

/s/ A. S.                               By /s/ L. Canter
- -----------------------------------        -------------------------------------
                 Witness                              Administrator


Accepted this ______ day of ___________________, ________

                                        By
- -----------------------------------        -------------------------------------
                 Witness                                 Trustee

                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.



                                       99
<PAGE>   102

                                  AMENDMENT TO
             DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR
                               NON-UNION EMPLOYEES

WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to as the
"Employer") established the Dominick's Finer Foods, Inc. 401(k) Retirement Plan
for Non-Union Employees (hereinafter referred to as the "Plan") effective March
25, 1957 for the benefit of its eligible Employees and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan in Section 14.1
thereof, and

WHEREAS, the Employer now desires to amend the Plan to permit deferral elections
to be revocable, to permit age 59-1/2 withdrawals, to permit terminated
Participants to make withdrawals and to revise the definition of Compensation
for purposes of Article 16A;

NOW THEREFORE, the Plan is hereby amended effective January 1, 1996 as follows:

1.      Section 16A. 1 (A) is deleted in its entirety and replaced with the
        following:

        "(A)    Compensation. For purpose of Section 16A.4, the term
                Compensation means Compensation as defined in Article V of the
                Plan. However, for purposes of Section 16A. 1 (B), the term
                Compensation means Compensation as defined in Article V, but
                includes the amount of any elective contributions made by the
                Employer on the Employee's behalf to a cafeteria plan
                established in accordance with the provisions of Code section
                125, a qualified cash or deferred arrangement in accordance with
                the provisions of code section 402(e)(3), a simplified employee
                pension plan in accordance with the provisions of Code section
                402(h)(1)(B), or a tax-sheltered annuity plan maintained in
                accordance with the provisions of Code section 403(b)."

2.      Section 10.8 is added to the Plan as follows:

        "WITHDRAWAL AFTER AGE 59-1/2. A Participant who has attained age 59-1/2,
        may elect to withdraw from his Participant's Account, at any time, an
        amount which is equal to any whole percentage (not exceeding 100%) of
        his Vested Interest in his Participant's Account attributable to:

        -       Elective Deferral Contributions, including earnings

        -       Matching Contributions, including earnings

        -       Prior Employer Contributions, including earnings

        -       Rollover Contributions, including earnings

        -       Prior Employee Contributions, including earnings."



                                      100
<PAGE>   103

NOW THEREFORE, the Plan is hereby amended effective June 1, 1996 as follows:

1.      Section 6.1 is deleted in its entirety and replace with the following:

        "DISTRIBUTION IN GENERAL. Each Participant may elect, with his Spouse's
        consent if required, a distribution in the form of an Annuity, a single
        sum cash payment, or a combination of the above. A Participant who is no
        longer an Employee of the Employer, may elect a distribution from his
        Participant's Account, at any time, an amount which is equal to any
        whole percentage (not exceeding 100%) of his Vested Interest in his
        Participant's Account. All distributions are subject to the provisions
        of Article VIII, Joint and Survivor Annuity Requirements."

2.      The second paragraph of Section 6.2 is deleted in its entirety and
        replaced with the following:

        "Instead of consenting to a distribution, the Participant may make a
        written election to defer the distribution for a specified period of
        time ending no later than the Participant's attainment of age 62. A
        Participant whose actual retirement date is on or after his Normal
        Retirement Date may make a written election to defer the distribution
        for a specified period of time subject to the requirements of Section
        6.4. All such elections to defer shall be revocable."

IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have
hereunto affixed their signatures.


Executed at                             on
           ------------------------        -------------------------------------

                                        DOMINICK'S FINER FOODS, INC.

/s/ S.M.B.                              By /s/ Robert C. M.
- -----------------------------------       --------------------------------------

               Witness

                                        Title President and C.E.O.
                                             -----------------------------------

Accepted this 7th day of October, 1996.

/s/ Margeret S.                         By /s/ L.M.
- -----------------------------------       --------------------------------------
                 Witness                              Administrator

Accepted this 21st day of October, 1996.

/s/ S. A. Coelho                        By /s/ Robert S.
- -----------------------------------       --------------------------------------
                 Witness                                 Trustee



                                      101
<PAGE>   104

                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.



                                      102
<PAGE>   105

                                  AMENDMENT TO
             DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR
                               NON-UNION EMPLOYEES

WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to as the
"Employer") established the Dominick's Finer Foods, Inc. 401(k) Retirement Plan
for Non-Union Employees (hereinafter referred to as the "Plan") effective March
25, 1957 for the benefit of its eligible Employees and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan in Section 14.1
thereof; and

WHEREAS, the Employer now desires to amend the Plan to reflect changes in the
Plan's entry dates and eligibility requirements;

NOW THEREFORE, the Plan is hereby amended effective July 1, 1997 as follows:

1.      Section 1.27 is deleted in its entirety and replaced with the following:

        "ENTRY DATE. The term Entry Date means either the Effective Date or the
        first scheduled payroll period thereafter when an Employee who has
        fulfilled the eligibility requirements commences participation in the
        Plan.

        If an Employee is not in the active Service of the Employer as of his
        initial Entry Date, his subsequent Entry Date shall be the date he
        returns to the active Service of the Employer, provided he still meets
        the eligibility requirements. If an Employee does not enroll as a
        Participant as of his initial Entry Date, his subsequent Entry Date
        shall be the applicable Entry Date as specified above when the Employee
        actually enrolls as a Participant."

2.      Section 3.1 is deleted in its entirety and replaced with the following:

        "ELIGIBILITY. Each Employee who was a Participant prior to the Effective
        Date and who is in the Service of the Employer on the Effective Date
        shall continue as a Participant in the Plan. Each other Employee,
        excluding a Leased Employee, shall be eligible to become a Participant
        as of the Effective Date or the Entry Date when he first meets the
        following requirement(s):

        -       Age 18

        -       Six months of employment

        -       Not in a unit of Employees covered by an agreement which the
                Secretary of Labor finds to be a collective bargaining agreement
                between Employee representative and the Employer, if there is
                evidence that retirement benefits were the subject of good



                                      103
<PAGE>   106

        faith bargaining between such Employee representatives and the Employer,
        unless the collective bargaining agreement provides for coverage under
        this Plan.

        -       Not a non-resident alien with no U.S.-source income

        -       Not an Independent Contractor"

        IN WITNESS WHEREOF, the Employer and the Administrator have hereunto
affixed their signatures.

Executed at                             on
           ------------------------       --------------------------------------

                                        DOMINICK'S FINER FOODS, INC.

/s/ Margaret S.                         By /s/ Robert G. M.
- -----------------------------------       --------------------------------------
                 Witness

                                        Title
                                             -----------------------------------

Accepted this 21st day of July, 1997.

/s/ Margaret S.                         By /s/ L.M.
- -----------------------------------       --------------------------------------
                 Witness                              Administrator

                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.



                                      104
<PAGE>   107

                                  AMENDMENT TO
             DOMINICK'S FINER FOODS, INC. 401(K) RETIREMENT PLAN FOR
                               NON-UNION EMPLOYEES

WHEREAS, Dominick's Finer Foods, Inc. (hereinafter referred to as the
"Employer") established the Dominick's Finer Foods, Inc. 40l(k) Retirement Plan
for Non-Union Employees (hereinafter referred to as the "Plan") effective March
25, 1957 for the benefit of its eligible Employees and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan under the terms
thereof:, and

WHEREAS, the Employer now desires to amend the Plan under the Small Business Job
Protection Act of 1996 ("SBJPA") as it relates to all employees who are not 5%
owners and reach age 70-1/2 in a calendar year beginning after December 31, 1998
under Section 6.4 of the Plan; and

NOW THEREFORE, the Plan is hereby amended effective December 31, 1998 as
follows:

Section 6.4 of the Plan entitled "COMMENCEMENT OF DISTRIBUTIONS" is hereby
amended by deleting the last sentence of the second paragraph and the entire
third and fourth paragraphs thereof, and adding in their place the following:

        "The first required beginning date of a Participant is the first day of
        April of the calendar year following the later of (i) the calendar year
        in which the Participant attains age 70 1/2, or (ii) the calendar year
        in which the Participant retires. Notwithstanding the foregoing, for a
        Participant who is a five (50/6) owner of the Employer (as determined
        under Code Section 416(i)) at any time during the Plan Year, payment of
        the Participant's benefit must begin not later than April 1 of the
        calendar year following the calendar year in which the Participant
        attains age 70 1/2."

IN WITNESS WHEREOF, the Employer and the Administrator have hereunto affixed
their signatures.


Executed at 505 Railroad Ave.           on 12-23-98
           ------------------------       --------------------------------------

                                        DOMINICK'S FINER FOODS, INC.

/s/ Margaret S.                         By /s/ D. C. Howard
- -----------------------------------       --------------------------------------
                 Witness

                                        Title Director Human Resources
                                             -----------------------------------

Accepted this ______ day of ___________________, ________

                                        By
- -----------------------------------       --------------------------------------
                 Witness                              Administrator



                                      105

<PAGE>   108

Accepted this ______ day of ___________________, ________

                                        By
- -----------------------------------       --------------------------------------
                 Witness                                 Trustee

                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.



                                      106


<PAGE>   1

                                                                    Exhibit 23.1



INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Safeway Inc. on Form S-8 of our report dated March 5, 1999, incorporated by
reference in the Annual Report on Form 10-K of Safeway Inc. for the year ended
January 2, 1999.


/s/ DELOITTE & TOUCHE LLP


San Francisco, California
November 29, 1999


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