PROMUS HOTEL CORP, S-8, 1995-06-06

PROMUS HOTEL CORP
S-8, 1995-06-06

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As filed with the Securities and Exchange Commission on June 6, 1995
Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

------------------
PROMUS HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 62-1596939

(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

6800 Poplar Avenue, Suite 200
Memphis, Tennesse 38138
(Address of principal executive offices) (Zip Code)

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

THE PROMUS HOTEL CORPORATION
SAVINGS AND RETIREMENT PLAN
(Full Title of the Plan)

----------------------------------
Ralph B. Lake, Esq.
Senior Vice President, Secretary and General Counsel
Promus Hotel Corporation
6800 Poplar Avenue, Suite 200
Memphis, Tennessee 38138
(901) 758-3100
(Name, address, including zip code, and telephone
number,including area code, of agent for service)

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

Calculation of Registration Fee

<TABLE><CAPTION>
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered (1) Per Share (2) Price (2) Fee

<S> <C> <C> <C> <C>
Common Stock
$0.10 par value 3,000,000 $2.73 $8,190,000.00 $2824.14
</TABLE>

(1) The Promus Hotel Corporation Savings and Retirement Plan (the "Plan")
authorizes the issuance of a maximum of 3,000,000 shares of Common
Stock of Promus Hotel Corporation (the "Company").

Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to
the Plan.

(2) For purposes of computing the registration fee only, pursuant to Rule
457(h)(1), the Proposed Maximum Offering Price Per Share is based upon
the pro forma book value of the shares as calculated on December 31,
1994.

Page 1 of 67 pages.

Exhibit Index appears on page 7.

<PAGE>
PART I

Item 1. Plan Information

Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information

Not required to be filed with this Registration Statement.

PART II

Item 3. Incorporation of Documents by Reference

The following documents are incorporated herein by reference:

(a) The Company's Registration Statement on Form 10 filed pursuant to
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

(b) The description of the Company's Common Stock contained in the
Company's Registration Statement filed on Form 10 dated April 28,
1995, filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

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

Item 4. Description of Securities

Not required to be filed with this registration statement.

Item 5. Interests of Named Experts and Counsel

The legality of the securities registered hereby has been passed upon
by Ralph B. Lake, General Counsel of the Company. Upon the initial issuance of
securities being registered hereby Mr. Lake is expected to beneficially own
9,028 shares of Common Stock and to hold options for 45,208 shares of Common
Stock.

Item 6. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards set forth therein, any person who
is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of the Company, or is or was serving as such with
respect to another entity at the request of the Company. The General
Corporation Law of Delaware also provides that the Company may purchase
insurance on behalf of any such director, officer, employee or agent.

Section 102(b)(7) of the General Corporation Law of Delaware enables a
Delaware corporation to provide in its certificate of incorporation for the
elimination or limitation of the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any such provision cannot eliminate or limit a director's
liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (2)

<PAGE>
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (3) under Section 174 of the General Corporation
Law of Delaware (which imposes liability on directors for unlawful payment of
dividends or unlawful stock purchase or redemption); or (4) for any transaction
from which the director derived an improper personal benefit. Article
Thirteenth of the Certificate of Incorporation of the Company eliminates the
liability of a director of the Company to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director to the full extent
permitted by the General Corporation Law of Delaware.

Article Tenth of the Certificate of Incorporation of the Company
provides for indemnification of the officers and directors of the Company to the
full extent permitted by the General Corporation Law of Delaware.

The Company plans to enter into Indemnification Agreements with its
directors, executive officers and certain other officers. Generally, the
Indemnification Agreements would provide that the Company will indemnify such
persons against any and all expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such expenses, judgments, fines,
penalties or amounts paid in settlement) of any Claim by reason of (or arising
in part out of) an Indemnifiable Event. "Claim" is defined as any threatened,
pending or completed action, suit or proceeding or any inquiry or investigation,
whether conducted by the Company or any other party, that the indemnitee in good
faith believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or other.
"Indemnifiable Event" is defined as any event or occurrence related to the fact
that indemnitee is or was a director, officer, employee, trustee, agent or
fiduciary of the Company or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by indemnitee in any such capacity.
Notwithstanding the foregoing, (i) the obligations of the Company shall be
subject to the condition that the reviewing party (as defined) shall not have
determined (in a written opinion, in any case in which special, independent
counsel is involved) that indemnitee would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Company to make an expense
advance shall be subject to the condition that, if, when and to the extent that
the reviewing party determines that indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed
by indemnitee (who has agreed to reimburse the Company) for all such amounts
theretofore paid; provided, that if indemnitee has commenced legal proceedings
in a court of competent jurisdiction to secure a determination that indemnitee
should be indemnified under applicable law, any determination made by the
reviewing party that indemnitee would not be permitted to be indemnified under
applicable law shall not be binding and indemnitee shall not be required to
reimburse the Company for any expense advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed).

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

*4.1 Promus Hotel Corporation Savings and Retirement Plan

4.2 Amended and Restated Certificate of Incorporation of Promus Hotel
Corporation (attached as Annex II-A to the Company's Registration
Statement on Form 10 filed with the Commission April 28, 1995 and
incorporated herein by reference)

4.3 Restated Bylaws of Promus Hotel Corporation (attached as Annex
II-B to the Company's Registration Statement on Form 10 filed
with the Commission April 28, 1995 and incorporated herein by
reference)

*5 Opinion of Ralph B. Lake as to the legality of the securities
being registered hereby

<PAGE>

*23.1 Consent of Ralph B. Lake (included as part of Exhibit 5)

*23.2 Consent of Arthur Andersen LLP, independent certified public
accountants

*24 Power of Attorney (included on page 6)

_______________________

* Filed herewith

Item 9. Undertakings

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:

(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(b) 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, represent a fundamental change in the information
set forth in the Registration Statement;

(c) 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 (1)(a) and (1)(b) shall not
apply to information 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 this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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

<PAGE>
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

Pursuant to Item 8(b) of Form S-8, in lieu of (i) an opinion of
counsel concerning the Plan's compliance with the requirements of ERISA and (ii)
an Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the undersigned registrant hereby undertakes to submit the Plan and any
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS to qualify the Plan.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on this 6th day of June,
1995.

PROMUS HOTEL CORPORATION

By: RALPH B. LAKE
-------------------------------
Ralph B. Lake
Senior Vice President, Secretary
and General Counsel

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints
Donald H. Dempsey, Ralph B. Lake, Raymond E. Schultz, and David C. Sullivan,
each or any of them, his true and lawful attorney-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, 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 below by the following persons in their
capacities and on the dates indicated.

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

DONALD H. DEMPSEY Senior Vice President and Chief June 6, 1995
- ----------------------- Financial Officer (Principal
Donald H. Dempsey Financial Officer)

JEFFERY M. JARVIS Vice President and Controller June 6, 1995
- -------------------------- (Principal Accounting Officer)
Jeffery M. Jarvis

June 6, 1995
BEN C. PETERNELL Director
- -------------------------
Ben C. Peternell

MICHAEL D. ROSE Director and Chairman of June 6, 1995
- -------------------------- the Board
Michael D. Rose

RAYMOND E. SCHULTZ Director, President and Chief June 6, 1995
- ---------------------- Executive Officer (Principal
Raymond E. Schultz Executive Officer)

DAVID C. SULLIVAN Executive Vice President and
- ------------------------- Chief Operating Officer June 6, 1995
David C. Sullivan

<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
*4.1 Promus Hotel Corporation Savings and Retirement Plan 8

4.2 Amended and Restated Certificate of Incorporation of Promus Hotel N/A
Corporation (attached as Annex II-A to the Company's Registration
Statement on Form 10 filed with the Commission April 28, 1995 and
incorporated herein by reference)

4.3 Restated Bylaws of Promus Hotel Corporation (attached as Annex N/A
II-B to the Company's Registration Statement on Form 10 filed
with the Commission April 28, 1995 and incorporated herein by
reference)

*5 Opinion of Ralph B. Lake as to the legality of the securities 65
being registered hereby

*23.1 Consent of Ralph B. Lake 65

*23.2 Consent of Arthur Andersen LLP, independent certified public 67
accountants
*24 Power of Attorney (included on page 6) 6

_______________________

* Filed herewith

EXHIBIT 4.1

THE PROMUS HOTEL CORPORATION
----------------------------

SAVINGS AND RETIREMENT PLAN
---------------------------

<PAGE>
THE PROMUS HOTEL CORPORATION
----------------------------

SAVINGS AND RETIREMENT PLAN
---------------------------

Article I. The Plan
--------------------

1.1 Establishment of Plan. The Promus Hotel Corporation (the "Company") hereby
---------------------
establishes The Promus Hotel Corporation Savings and Retirement Plan (the
"Plan") for its eligible Employees, effective as of the later of June 30, 1995
or the Spin-off Date. The Plan is a spin-off of The Promus Companies
Incorporated Savings and Retirement Plan, which spin-off was pursuant to the
distribution of a dividend of Common Stock in the Company to the shareholders
of The Promus Companies Incorporated.

1.2 Applicability of the Plan. The provisions of this Plan are applicable only
-------------------------
to Employees in the employ of the Company or an Affiliate on or after the Spin-
Off Date, except as otherwise specifically provided herein.

1.3 Purpose of Plan. The purpose of the Plan is to allow eligible Employees to
---------------
accumulate capital for their retirement. Except as otherwise provided in this
Section 1.3, the Plan is intended to qualify as a profit sharing plan, and it,
together with all related trusts, is intended to meet the requirements of
Sections 401(a), 401(k), 401(m) and 501(a) of the Code. The accounts
transferred from the Predecessor Plan attributable to the Predecessor Plan's
ESOP fund, including Stock attributable to Employee Account 11 of the Holiday
Plan, and all contributions made under Plan Section 4.5, will be maintained as
an employee stock ownership plan that is a stock bonus plan meeting the
requirements of Code Sections 401(a) and 4975(e)(7).

Article II. Definitions
------------------------

Whenever used in the Plan, the following terms shall have the meanings
set forth below unless otherwise expressly provided. Any masculine terminology
shall be deemed to refer either to a male or a female, and the definition of any
term in the singular shall also include the plural, whichever is appropriate in
the context.

2.1 Account means the separate account maintained under the Plan for each
-------
Member, which represents his total proportionate interest in the Fund as of any
Valuation Date and which consists of the sum of the following subaccounts:

(a) Employee Account 1 means the portion of a Member's Account which
------------------
evidences the value of--

(1) the Base Matching Contributions made on his behalf by an
Employer, including the value of such contributions transferred
from the Predecessor Plan;

(2) the noncontributory portion of the Holiday Plan as in effect on
December 31, 1977; and

(3) forfeitures allocated to such Account under Section 4.6(a).
Employee Account 1 also includes any gains and losses of the Fund
attributable to paragraphs (1), (2), and (3).

(b) Employee Account 2 means the portion of a Member's Account which
------------------
evidences the value of the Basic Before- Tax Contributions made on
his behalf by an Employer, including the value of such contributions
transferred from the Predecessor Plan, and also including any gains
and losses of the Fund attributable thereto.
(c) Employee Account 3 means the portion of a Member's Account which
------------------
evidences the value of the Supplemental Before-Tax Contributions
made on his behalf by an Employer, including the value of such
contributions transferred from the Predecessor Plan, and also
including any gains and losses of the Fund attributable thereto.

(d) Employee Account 4 means the portion of a Member's Account which
------------------
evidences the value of his Basic After-Tax Contributions, including
the value of such contributions transferred from the Predecessor
Plan, and also including any gains and losses of the Fund
attributable thereto.

(e) Employee Account 5 means the portion of a Member's Account which
------------------
evidences the value of his Supplemental After-Tax Contributions,
including the value of such contributions transferred from the
Predecessor Plan, and also including any gains and losses of the
Fund attributable thereto.

<PAGE>
(f) Employee Account 6 means the portion of a Member's Account which
------------------
evidences the value of the Discretionary Matching Contributions made
on his behalf by an Employer, the value of such contributions
transferred from the Predecessor Plan, and the value of forfeitures
allocated to such Account under Section 4.6(a), including any gains
and losses of the Fund attributable thereto.

(g) Employee Account 7 means the portion of a Member's Account which
------------------
evidences the value of his Rollover Contributions, including the
value of such contributions transferred from the Holiday Plan and/or
the Predecessor Plan, and also including any gains and losses of the
Fund attributable thereto.
(h) Employee Account 8 means the portion of a Member's Account
------------------
transferred from the Predecessor Plan which is attributable to the
Member's accounts from the Harrah's Retirement Plan and the Holiday
Casino Profit Sharing Plan (collectively referred to as the
"Harrah's Plans") which were previously merged into the Holiday
Plan, and the value of forfeitures allocated to such Account under
Section 4.6(b), including any gains and losses of the Fund
attributable thereto.

(i) Employee Account 9 means the portion of a Member's Account
------------------
transferred from the Predecessor Plan which evidences the value of
the portion of his account from the Holiday Plan attributable to
direct transfers from the Holiday Inns, Inc. Employee's Retirement
Plan and from any plan subject to Code Section 417, including any
gains and losses of the Fund attributable thereto.

(j) Employee Account 10 means the portion of a Member's Account
-------------------
transferred from the Predecessor Plan which evidences the value of
the ESOP Contributions made on his behalf by an Employer under
Section 4.5, and the value of "Employee Account 11" as defined in,
and transferred from, the Holiday Plan, including any gains and
losses of the Fund attributable thereto.

2.2 Affiliate. Affiliate means a member of the same controlled group of
---------
corporations (as defined in Code Section 414(b)) as the Employer, a trade or
business that is under common control (as defined in Code Section 414(c)) with
the Employer; an organization which, along with the Employer, is a member of an
affiliated service group (as defined in Code Section 414(m)); or any other
entity while it is required to be aggregated with the Employer under Code
Section 414(o) and related Regulations. Notwithstanding anything in this
Section to the contrary, for purposes of Section 4.8 (regarding annual limita-
tions on additions to a Participant's Account), a determination as to whether
an entity is an Affiliate shall be made in accordance with Code Section 415.

2.3 After-Tax Contributions mean the contributions made by a Participant under
-----------------------
Section 4.2, which are derived from a Member's taxable compensation, and which
shall include both Basic After- Tax Contributions and Supplemental After-Tax
Contributions.

2.4 Annuity Starting Date means the first day of the first period for which a
---------------------
benefit is paid as an annuity or in any other form.

2.5 Basic Contributions mean those contributions on which Matching
-------------------
Contributions are made, and shall include Basic Before- Tax Contributions and
Basic After-Tax Contributions.

2.6 Before-Tax Contributions mean the contributions made by an Employer on
------------------------
behalf of a Participant pursuant to the Participant's election to reduce
Compensation, as described in Sections 4.1 and 4.3, and shall include both Basic
Before-Tax Contributions and Supplemental Before-Tax Contributions.

2.7 Beneficiary means the person or persons designated under Section 9.1 to
-----------
receive benefits under the Plan.

2.8 Board of Directors means the board of directors of the Company, the Human
------------------
Resources Committee, or any other committee of the Board of Directors designated
by the Chief Executive Officer, with authority to act in matters related to the
Plan.

2.9 Break Year means a Plan Year in which the Employee is credited with no more
----------
than 500 Hours of Service.

2.10 Chief Executive Officer means the Chief Executive Officer of the Company.
-----------------------
10
<PAGE>
2.11 Code means the Internal Revenue Code of 1986, as amended from time to
----
time. A reference to a provision of the Code shall, if such provision is
amended, refer to the successor to such provision to the extent required by law.

2.12 Company means The Promus Hotel Corporation or any successor thereto that
-------
agrees to assume and continue this Plan.

2.13 Compensation.
------------

(a) Except as otherwise specified in subsections (b) and (c),
Compensation means base pay paid to the Employee by the Employer
(determined prior to such Employee's election to reduce wages under
Code Section 125 or 401(k)); including shift premiums, commissions,
and tips reported to the Employer for additional withholding of
Federal income tax (not to exceed actual tips received); and
excluding overtime, bonuses, and other forms of additional
remuneration.

(b) For purposes of determining whether an individual is a Highly
Compensated Employee, "Compensation" means an Employee's
compensation, as defined in Code Section 414(q)(7) and the
applicable Treasury Regulations.
(c) For purposes of satisfying the limits on contributions described in
Section 4.7, Compensation means an Employee's compensation as
defined in Code Section 414(s), increased by amounts excluded from
wages by reason of an Employee's election to reduce wages under Code
Sections 125 and 401(k).

(d) 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 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. In determining the
Compensation of an Employee for purposes of this limitation, Code
Section 414(q)(6) shall apply, except in applying such Section, the
term "family" shall include only the Employee's spouse and any
lineal descendants of the Employee who have not attained age 19
before the close of the Plan Year.

2.14 Division means an Employer, Affiliate, group, or other identifiable unit
--------
of the Company.

2.15 Eligible Employee means an Employee described in Section 3.3.
-----------------
2.16 Employee means any individual employed by the Company or an Affiliate. No
--------
individual shall be considered an Employee under the Plan by reason of service
to the Company or an Affiliate solely as a director or during a period of
service pursuant to an agreement designating such service as that of a
consultant.

2.17 Employer means the Company and any Affiliate which is participating
--------
hereunder or which elects or determines, with the consent of the Chief Executive
Officer, to participate hereunder. An Affiliate that employs a nonresident
alien who is participating in this Plan under Section 3.3(a) shall be deemed an
Employer only with respect to such nonresident alien.

2.18 Enrollment Form means the form described in Section 3.2.
---------------

2.19 Entry Date means the Spin-Off Date, or any January 1 or July 1 thereafter.
----------

2.20 ERISA means the Employee Retirement Income Security Act of 1974, as in
-----
effect at the time with respect to which such term is used.

2.21 ESOP Contributions mean the contributions made by the Employer under
------------------
Section 4.5, and shall include both Discretionary Per Capita ESOP Contributions
and Discretionary Pay-Related ESOP Contributions.

<PAGE>
2.22 Exempt Loan means a loan to the Plan or Fund which is not prohibited by
-----------
Code Section 4975(c) because it is used to finance the acquisition of Stock or
refinance a previous Exempt Loan, and which otherwise meets the requirements of
Code Section 4975(d)(3) and the Regulations promulgated thereunder.

2.23 Exempt Loan Suspense Account means the account containing the proceeds of
----------------------------
an Exempt Loan and the Stock acquired with such proceeds, to the extent that
such proceeds and such Stock have not been allocated to the Accounts of Members
under Section 4.5.

2.24 Fund means the trust fund established under Article XIII to hold the
----
assets of the Plan and shall include initially the following Investment Funds
for the investment of Members' Accounts:

(a) Investment Fund I--a fund in which deposits are invested primarily
-----------------
in fixed income or fixed interest rate investments.

(b) Investment Fund II--a fund consisting of common stock, debt
------------------
instruments, short-term investments, and/or investments in mutual
funds together with all earnings and gains and losses thereon.

(c) Investment Fund III--a fund consisting of Stock together with all
-------------------
dividends and gains and losses thereon.

(d) Investment Fund IV--a fund consisting of outstanding loan balances
------------------
under Article X.

(e) Investment Fund V--a fund consisting of Stock transferred from the
-----------------
Predecessor Plan attributable to the Predecessor Plan's ESOP fund,
including Stock attributable to the Holiday Plan's ESOP fund, and
Stock acquired with ESOP Contributions or the proceeds of an Exempt
Loan, together with all dividends and gains and losses thereon.

(f) Investment Fund VI--a fund in which deposits are invested primarily
------------------
in short term investments backed or collateralized by the full faith
and credit of the U.S. government.

(g) Investment Fund VII -- a fund consisting primarily of common stock
-------------------
or of funds consisting primarily of common stock or securities
convertible into common stock.

(h) Investment Fund VIII -- a fund consisting primarily of bonds and
--------------------
similar investments or of funds consisting primarily of bonds and
similar investments.

A fund also exists to hold the Executive Life investment of certain Members.
(See Addendum A attached hereto.) The
Trustees shall have the discretion to establish, amend, and terminate such
Investment Funds as they shall deem appropriate.

2.25 Highly Compensated Employee means an Employee who performs service during
---------------------------
the determination year and is described in one or more of the following groups:

(a) An Employee who is a 5% owner, as defined in Code Section
416(i)(1)(A)(iii), at any time during the determination year or the
look-back year.

(b) An Employee who receives compensation in excess of $75,000, (indexed
in accordance with Code Section 415(d)) during the look-back year.

(c) An Employee who receives compensation in excess of $50,000 (indexed
in accordance with Code Section 415(d)) during the look-back year
and is a member of the top-paid group for the look-back year.

(d) An Employee who is an officer, within the meaning of Code Section
416(i), during the look-back year and who receives compensation in
the look-back year greater than 50% of the dollar limitation in
effect under Code Section 415(b)(1)(A) for the calendar year in
which the look-back year begins.

(e) An Employee who is both described in paragraph (b), (c) or (d) above
when these paragraphs are modified to substitute the determination
year for the look-back year and one of the 100

12
<PAGE>
employees who receive the most compensation from the Employer during
the determination year.

For purposes of the definition of Highly Compensated Employee:

(1) The determination year is the Plan Year for which the
determination of who is highly compensated is being made.

(2) The look-back year is the 12 month period immediately preceding
the determination year, or if the Employer elects, the calendar
year ending with or within the determination year.

(3) The top-paid group consists of the top 20% of Employees ranked
on the basis of compensation received during the year. For
purposes of determining the number of Employees in the top-paid
group, Employees described in Code Section 414(q)(8) and Q & A
9(b) of Section 1.414(q)-1T of the Code Regulations are
excluded.

(4) The number of officers is limited to 50 (or, if lesser, the
greater of 3 Employees or 10% of Employees) excluding those
Employees who may be excluded in determining the top-paid
group.

(5) When no officer has compensation in excess of 50% of the Code
Section 415(b)(1)(A) limit, the highest paid officer is treated
as highly compensated.

(6) Compensation means compensation within the meaning of Code
Section 415(c)(3), including elective or salary reduction
contributions to a cafeteria plan, cash or deferred arrangement
or tax-sheltered annuity.

(7) Employers aggregated under Code Section 414(b), (c), (m), or
(o) are treated as a single Employer.

For purposes of the requirements of Code Section 414(q), a Highly
Compensated Employee who is either a 5% owner or one of the ten most Highly
Compensated Employees is subject to the family aggregation rules of Code Section
414(q)(6). For purposes of the family aggregation rules, the term "family"
means, with respect to any Employee, such Employee's spouse and lineal
ascendants and descendants and the spouses of such lineal ascendants and
descendants.

2.26 Holiday Plan means the Holiday Corporation Savings and Retirement Plan, as
------------
in effect immediately before the Predecessor Effective Date.

2.27 Hour of Service.
---------------

(a) General Rule. "Hour of Service" means each hour for which the
------------
Employee is directly or indirectly paid or entitled to payment by
the Company or an Affiliate--

(1) for the performance of duties,

(2) on account of a period of time during which no duties are
performed due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty, or
leave of absence, or

(3) for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Company or an Affiliate;

provided, however, that no hour shall be credited as an Hour of
Service under more than one of the preceding paragraphs. For
Employees who are paid on other than an hourly basis, Hours of
Service shall be credited for each payroll period of the Employee
for which the Employee receives or is entitled to receive
compensation according to the following chart:

Payroll Period Hours of Service Credited
-------------- -------------------------
(1) Daily 10
(2) Weekly 45
(3) Bi-Weekly 90

<PAGE>
(4) Semi-Monthly 95
(5) Monthly 190

(b) Applicable Computation Period.
-----------------------------

(1) Hours of Service described in subsection (a)(1) shall be
credited to the computation period (as defined below) in which
the duties are performed.

(2) Hours of Service described in subsection (a)(2) shall be
credited to the computation period in which the Employee is
compensated for such Hours of Service.
(3) Hours of Service described in subsection (a)(3) shall be
credited to the computation period to which the award or
agreement for back pay pertains, rather than the computation
period in which the award, agreement, or payment is made.

(4) The term "computation period" means--

(A) the Plan Year, when crediting Hours of Service for
purposes of determining Years of Vesting Service; and
(B) the appropriate 12-month period determined under Section
2.49 for purposes of determining Years of Eligibility
Service.

(c) Hours Not Counted. This subsection limits the Hours of Service
-----------------
credited for periods during which no duties are performed and
applies whether or not Hours of Service otherwise would have been
counted for such periods under subsection (a)(2).

(1) Unpaid Time. An hour for which an Employee is not paid, either
-----------
directly or indirectly, shall not be credited except in the
case of an approved leave of absence or military leave (as
defined below).

(2) Workers' Compensation, Disability Insurance, or Unemployment
----------------------------------------------- ------------
Compensation. An hour for which an Employee is directly or
------------
indirectly paid or entitled to payment on account of a period
during which the Employee performed no duties shall not be
credited if such payment is made or due under a plan maintained
solely for the purpose of complying with an applicable workers'
compensation, disability insurance, or unemployment
compensation law.

(3) Medical Reimbursement. Hours of Service shall not be credited
---------------------
for a payment which solely reimburses the Employee for medical
or medically-related expenses incurred by the Employee.

(4) 501 Hour Limitation. Except in the case of an approved leave
-------------------
of absence or military leave, not more than 501 Hours of
Service shall be credited under subsection (a)(2) on account of
any single period during which the Employee performs no duties
(whether or not such period occurs in a single computation
period).

(d) Military Leave. An Employee shall be credited with an Hour of
--------------
Service for each hour of the normally scheduled workweek for each
week during any period in which he is absent from work, without pay,
with the Company and its Affiliates for voluntary or involuntary
military service with the armed forces of the United States of
America, but not to exceed the period required under the laws
pertaining to veteran's reemployment rights; provided, however, that
if he fails to return to the employ of the Company or an Affiliate
at the end of such absence during which he has reemployment rights
under the applicable laws, he shall not receive credit for hours on
such leave.

(e) Maternity and Paternity Absence. Solely for purposes of determining
-------------------------------
whether a Break Year has occurred, an Employee shall be credited
with an Hour of Service for each hour which would have been credited
to such Employee but for such Employee's absence from employment for
maternity or paternity reasons. In any case in which the Plan
Administrator is unable to determine the hours which would have been
credited to such Employee but for such absence, the Employee shall
be credited with eight Hours of Service for each day of the

<PAGE>
normally scheduled workweek the Employee is absent from work for
maternity or paternity reasons. An absence from work for maternity
or paternity reasons shall mean an absence--

(1) by reason of the pregnancy of the Employee,

(2) by reason of the birth of a child of the Employee,

(3) by reason of the placement of a child with the Employee in
connection with the adoption of such child by such Employee, or

(4) for purposes of caring for such child for a period beginning
immediately following such birth or placement.

No more than 501 Hours of Service shall be credited under this
subsection for any such absence. Hours of Service under this
subsection shall be credited in the Plan Year in which the absence
from employment commences if the crediting is necessary to prevent a
Break Year (and only to prevent a Break Year) or, in all other
cases, such Hours of Service shall be credited in the following Plan
Year (and only for the purpose of preventing a Break Year in such
Plan Year).

(f) Special Rule for Former Employees of The Promus Companies
---------------------------------------------------------
Incorporated. Notwithstanding any other provision of this
------------
Section 2.27, for purposes of Section 2.49 and 2.50, with respect
to an Employee who is a former employee of The Promus Companies
Incorporated or its subsidiaries who transfers employment directly
from the Promus Companies Incorporated or an affiliate thereof (as
10.9(a) 10,000,000 Promissory Note payable to the Bank of New
York, N.A. defined in the Predecessor Plan) to an Employer or
Affiliate within five years after the Spin-Off Date, "Hour of
Service" shall include each "Hour of Service" credited to such
Employee under the Predecessor Plan through the Spin-Off Date.
In addition , notwithstanding any other provision of this Section
2.27, for purposes of Section 2.49 and 2.50, with respect to an
Employee who (i) is a former employee of The Promus Companies
Incorporated or one of its affiliates participating in the
Predecessor Plan in a position in the Information Technology
Department , (ii) terminates employment with The Promus Companies
Incorporated or one of its affiliates (as defined in the Predecessor
Plan) within thirty months of the Spin-Off Date and (iii) within
thirty days following such termination is employed by the Company
or one of its Affiliates in a position substantially similar to the
position which such employee had in the Information Technology
Department of The Promus Companies Incorporated or one of its
affiliates (as defined in the Predecessor Plan), "Hour of
Service" shall include each "Hour of Service" credited to such
Employee under the Predecessor Plan during the period following
Spin-Off Date until the date of such termination of employment, to
the extent that such service is determinable by the Company.

(g) Construction. This Section is intended to be consistent with the
------------
requirements of Section 2530.200b-2 of Department of Labor
Regulations and shall be so construed.

2.28 Human Resources Committee means the committee of that name appointed by
-------------------------
the Board of Directors, or any successor to such committee.

2.29 Matching Contributions mean the contributions made by an Employer under
----------------------
Section 4.4 and shall include both Base Matching Contributions and Discretionary
Matching Contributions. Matching Contributions shall also include forfeitures
which are allocated based upon elective (Before-Tax) or Matching Contributions
or Employee After-Tax Contributions.

2.30 Member means a Participant, or a former Participant who still has a
------
balance in his Account.

2.31 Participant means any Employee of an Employer who has met and continues to
-----------
meet the active participation requirements of the Plan as set forth in Article
III.
2.32 Plan means The Promus Hotel Corporation Savings and Retirement Plan, as
----
set forth herein.

2.33 Plan Administrator means the Company acting through one or more of its
------------------
officers or their respective delegates.

2.34 Plan Year means initially the period beginning on the Spin-Off Date and
---------
ending on December 31, 1995. Thereafter, the Plan Year shall be the calendar
year.
2.35 Predecessor Effective Date means February 6, 1990.
--------------------------

2.36 Predecessor Plan means the Promus Companies Incorporated Amended and
----------------
Restated Savings and Retirement Plan, as in effect immediately before the Spin-
Off Date.

2.37 Retirement Date under the Plan includes the following:
---------------

(a) Normal Retirement Date means the Employee's sixty-fifth birthday.
----------------------
(b) Early Retirement Date means the date on or after the Employee's
---------------------
fifty-fifth birthday, but before his sixty- fifth birthday, on which
he retires.

2.38 Rollover Contributions mean the contributions made under Section 4.9.
----------------------

2.39 Spin-Off Date means the date of the distribution of a dividend of Common
-------------
Stock in the Company to the shareholders of The Promus Companies Incorporated.

2.40 Stock means the common stock of the Company or an Affiliate, as the
-----
Administrator shall determine.

<PAGE>
2.41 Supplemental Contributions mean those employee contributions that are not
--------------------------
eligible for Matching Contributions, and shall include Supplemental Before-Tax
Contributions and Supplemental After-Tax Contributions.

2.42 Termination of Service means the last date on which the individual is an
----------------------
Employee of the Company or an Affiliate.

2.43 Total and Permanent Disability means any physical or mental injury or
------------------------------
disease which causes an Employee to be permanently incapable of securing any
gainful employment. Such disability shall be established by certification to
the Plan Administrator. Such certification shall be by:

(a) a physician selected by the Employee and approved by the Plan
Administrator;

(b) three physicians, one selected by the Employee, one selected by the
Plan Administrator, and one selected by the physicians selected by
the Employee and Plan Administrator;

(d) approval of waiver of premiums under the Employer's group life
insurance plan.

2.44 Trust Agreement means the agreement under which Plan assets are held and
---------------
invested pursuant to Article XIII.

2.45 Trustees means the person or persons acting as trustee under the Trust
--------
Agreement.

2.46 Valuation Date means the last business day of each calendar month and any
--------------
other date selected by the Trustees for the revaluation of the Fund and
adjustment of Accounts.

2.47 Vested Balance as of a given date means the Vested Percentage of the
--------------
Member's Employee Accounts 1, 6, and 8 plus the aggregate balances of the
Member's Employee Accounts 2, 3, 4, 5, 7, 9, and 10.

2.48 Vested Percentage means the percentage determined under Section 7.2 or 7.3
-----------------
of the Plan, whichever is applicable.

2.49 Year of Eligibility Service.
---------------------------

An Employee shall receive credit for a Year of Eligibility Service
for each 12-month period during which the Employee completes 1,000
or more Hours of Service, beginning on (1) the earlier of the
Employee's first day of compensated work for the Company or an
Affiliate or, to the extent applicable pursuant to Section
2.27(f), The Promus Companies Incorporated or an affiliate
thereof (as defined in the Predecessor Plan) or (2) any January 1
thereafter.

2.50 Year of Vesting Service.
-----------------------

(a) General Rule. An Employee shall be credited with a Year of
------------
Vesting Service for each Plan Year in which he is credited with
at least 1,000 Hours of Service; provided however, that no
Employee shall be credited with more than one Year of Vesting
Service for any Plan Year, notwithstanding that an Employee may
have 1,000 or more Hours of Service with more than one Company or
Affiliate or other entity with respect to which service is or was
credited as an Hour of Service.

<PAGE>

(b) Effect of Break in Service. An Employee's Years of Vesting Service
--------------------------
completed prior to a Break Year shall be disregarded if (1) the
Employee was not vested in any part of his Employee Accounts 1, 6,
or 8 prior to such Break Year and (2) the number of such consecutive
Break Years equals or exceeds the greater of five or the aggregate
number of Years of Vesting Service completed prior to such Break
Year. In determining the aggregate number of Years of Vesting
Service for purposes of this subsection (c), the aggregate number of
Years of Vesting Service completed prior to a Break Year shall not
include Years of Vesting Service disregarded by reason of any prior
Break Year.

(c) Special Rule for First Year of Vesting Service. Solely for the
----------------------------------------------
purpose of determining an Employee's Vested Percentage, if the
Employee completes a Year of Eligibility Service but does not
complete a Year of Vesting Service in the Plan Year (or preceding
Plan Year) in which the Employee completes such Year of Eligibility
Service, the Employee shall be credited with a Year of Vesting
Service for the Plan Year in which he completes a Year of
Eligibility Service.

Article III. Eligibility and Participation
-------------------------------------------
3.1 Eligibility. Each Employee who was eligible to participate in the
-----------
Predecessor Plan on the day immediately preceding the Spin-Off Date, shall be
eligible to become a Participant in this Plan on the Spin-Off Date, provided he
is then an Eligible Employee. Each other Employee who becomes an Eligible
Employee on or after the Spin-Off Date shall be eligible to become a Participant
on the latest of:

(a) the Spin-Off Date;

(b) the Entry Date coincident with or next following the date on which
he becomes an Eligible Employee; or

3.2 Participation.
-------------

(a) ESOP Contributions. Each Employee shall automatically become a
------------------
Participant, with regard to eligibility for the allocation of ESOP
Contributions under Section 4.5, on the Entry Date coincident with
or next following the date on which he satisfies the requirements of
Section 3.1.

(b) Elective Contributions.
----------------------

(1) An Employee who is eligible to become a Participant under
Section 3.1 on the Spin-Off Date, and who was a participant in
the Predecessor Plan on the day immediately preceding the Spin-
Off Date, shall be enrolled in this Plan as of the Spin-Off
Date at the same contribution rates, and with the same
investment elections and beneficiary designation, that were in
effect for him under the Predecessor Plan on the day
immediately preceding the Spin-Off Date; provided, however,
that such Employee may change these contribution and investment
elections and beneficiary designation by submitting an
Enrollment Form at a time, and in a manner, specified by the
Plan Administrator.

<PAGE>
(2) Any other Employee who shall from time to time qualify to
become a Participant in accordance with Section 3.1 may enroll
in the Plan, with regard to the elective contributions
described in Sections 4.1 and 4.2, as of the Entry Date
coincident with or next following the date on which he
satisfies the requirements of Section 3.1, or at any time
thereafter, by submitting an Enrollment Form at the time and in
the manner specified by the Plan Administrator. Such Enrollment
Form shall serve as--

(A) a pay reduction agreement pursuant to Section 4.3;

(B) a Beneficiary designation pursuant to Section 9.1; and

3.3 Eligible Employees.
------------------

(a) General Rule. Subject to the provisions of subsection (b), the term
------------
"Eligible Employee" shall mean an Employee of an Employer and shall
include nonresident aliens who receive no United States source
income from an Employer who have been designated by the Company as
eligible to participate in this Plan.

(b) Excluded Employees. There shall be excluded from the class of
------------------
"Eligible Employees" any Employees included in a unit of employees
covered by a collective bargaining agreement, if retirement benefits
were the subject of good faith bargaining, unless such agreement
specifically provides for participation in the Plan.

3.4 Rehired Employees. Each reemployed Employee who completed a Year of
-----------------
Eligibility Service prior to his Termination of Service shall be eligible to
become a Participant on the Entry Date coincident with or next following his
satisfying the requirements of Section 3.3, or at any time thereafter, provided
he completes an appropriate Enrollment Form. A former Employee who was a
Participant and had completed a Year of Vesting Service, or a nonvested
Participant whose prior service cannot be disregarded under Code Section
410(a)(5), and who is re-employed as an Employee after a break-in-service
(period of severance), will be eligible to participate in the Plan immediately
upon his or her reemployment commencement date by completing an appropriate
enrollment form. Each other former Employee who is subsequently rehired by the
Company or an Affiliate shall, upon reemployment, become a Participant in
accordance with Sections 3.1 and 3.2.

3.5 Loss of Status as Eligible Employee. For any period during which a Member
-----------------------------------
either--

(a) remains in the employ of the Company or Affiliate, but ceases to be
an Eligible Employee within the meaning of Section 3.3; or

(b) is no longer an Employee but has an Account balance under the Plan,

no contributions of any kind shall be made on his behalf to his Account, but
such individual shall remain a Member for all other purposes until the earlier
of his death or the complete distribution (and/or forfeiture) of his Account.

3.6 Leased Employees. A person who is not an Employee of an Employer or
----------------
Affiliate and who performs services for an Employer or Affiliate pursuant to an
agreement between the Employer or Affiliate and a leasing organization shall be
considered a "leased employee" if such person performed the services for a year
and the services are of a type historically performed by Employees. A person
who is considered a "leased employee" of an Employer or nonparticipating
Affiliate shall not be considered an Employee for purposes of the Plan. If such
a person participates in the Plan as a result of subsequent employment with an
Employer or Affiliate, he shall receive Years of Eligibility Service and Years
of Vesting Service for his employment as a leased employee.

Notwithstanding the preceding provisions of this Section, a leased employee
shall be treated as an Employee for purposes of applying the requirements
described in Code Section 414(n)(3) and in determining the number and identity
of Highly Compensated Employees.

Article IV. Contributions and Allocations
------------------------------------------
4.1 Before-Tax Contributions.
------------------------

(a) Basic Before-Tax Contributions. Each Employer shall contribute to
------------------------------
the Fund, on behalf of each Participant of such Employer, Basic
Before-Tax Contributions in an amount equal to the

<PAGE>
amount by which the Participant's Compensation has been reduced for
such contributions under a Pay Reduction Agreement described in
Section 4.3. Such reduction for Basic Before-Tax Contributions
shall be a specified whole percentage of Compensation of no more
than six percent.

(b) Supplemental Before-Tax Contributions. Provided that a Participant
-------------------------------------
is making Basic Before-Tax contributions at a rate of 6 percent,
such Participant's Employer shall contribute to the Fund, on his
behalf, Supplemental Before-Tax Contributions in an amount equal to
the amount by which the Participant's Compensation has been reduced
for such contributions under a pay reduction agreement described in
Section 4.3. Such reduction for Supplemental Before-Tax
Contributions shall be a specified whole percentage of Compensation
and shall be within limits established from time to time by the
Chief Executive Officer and communicated to all Participants.

(c) Limit on Before-Tax Contributions.
----------------------------------
The maximum Before-Tax Contributions are as follows:

(A) 14% for non-Highly Compensated Employees.

(B) 6% for Highly Compensated Employees.

(d) Timing and Allocation of Before-Tax Contributions. Before-Tax
-------------------------------------------------
Contributions shall be paid to the Fund as soon as practicable after
each payroll period, provided that in no event shall contributions
under this Section for any Plan Year be made later than (1) the date
prescribed by law for the Employer to obtain a federal income tax
deduction for the Plan Year for which such contributions are made or
(2) the date required under ERISA and the regulations thereunder, if
earlier. Basic Before-Tax Contributions shall be allocated to
Employee Account 2 as of each Valuation Date, and Supplemental
Before-Tax Contributions shall be allocated to Employee Account 3 as
of each Valuation Date.

4.2 After-Tax Contributions.
-----------------------

(a) Basic After-Tax Contributions. A Participant may contribute to the
-----------------------------
Fund Basic After-Tax Contributions in an amount specified by him in
the pay reduction agreement described in Section 4.3. Such Basic
After-Tax Contributions shall be a specified whole percentage of
Compensation and, when added to a Participant's Before-Tax
Contributions, shall not exceed 6 percent of such Participant's
Compensation.

(b) Supplemental After-Tax Contributions. Provided that a Participant
------------------------------------
has made the maximum Basic After-Tax Contributions permitted under
subsection (a), he may contribute to the Fund Supplemental After-Tax
Contributions in an amount equal to an amount specified by him in
the pay reduction agreement described in Section 4.3. Such
Supplemental After-Tax Contributions shall be a specified whole
percentage of Compensation and, when added to a Participant's
Before-Tax Contributions and Basic After-Tax Contributions,
shall not exceed 16 percent of such Participant's Compensation.

(c) Timing and Allocation of After-Tax Contributions. After-Tax
------------------------------------------------
Contributions shall be made at the time described in Section 4.1(d).
Basic After-Tax Contributions shall be allocated to Employee Account
4 as of each Valuation Date and Supplemental After-Tax Contributions
shall be allocated to Employee Account 5 as of each Valuation Date.

<PAGE>
4.3 Pay Reduction Agreements.
------------------------

(a) General Rule. In order to make Before-Tax Contributions and
------------
After-Tax Contributions, an Eligible Employee who has satisfied the
requirements of Section 3.1 must enter into a pay reduction
agreement, which shall be part of the Enrollment Form, whereby such
Eligible Employee agrees to reduce his Compensation for such
contribution within the limits described in Sections 4.1 and 4.2.
A Participant's pay reduction agreement shall remain effective until
canceled or amended.

(b) Cancellation. A pay reduction agreement may be canceled by a
------------
Participant at any time during the Plan Year by filing notice
thereof with the Plan Administrator. Such cancellation shall take
effect as soon as administratively feasible following its receipt by
the Plan Administrator.

(c) Amendment. A pay reduction agreement may be amended by a
---------
Participant to increase or decrease his Before-Tax Contributions and
After-Tax Contributions, or to reallocate the amount of
contributions between Before-Tax Contributions and After-Tax
Contributions, at any time during the Plan Year by filing notice
thereof with the Plan Administrator. Such amendment shall take
effect as soon as administratively feasible following its receipt by
the Plan Administrator.

(d) Limitation. No pay reduction agreement shall be effective unless it
----------
provides for reduction of a specified whole percentage of
Compensation of at least two percent for Basic Before-Tax
Contributions or Basic After-Tax Contributions, or any combination
of the two.

4.4 Matching Contributions.
----------------------

(a) Base Matching Contributions. Each Employer shall make Base Matching
---------------------------
Contributions on behalf of each of its Employees, in an amount equal
to 100 percent of an Employee's Basic Contributions (which shall not
exceed 6 percent of such Employee's Compensation).

(b) Discretionary Matching Contributions. For each Plan Year, each
------------------------------------
Employer may make Discretionary Matching Contributions to
Participants who are employed by an Employer or a Division that
achieves its budgeted pretax profit for such Plan Year, as
determined by the Chief Executive Officer in his sole and absolute
discretion. The amount of any such Discretionary Matching
Contributions, which shall be expressed as a percentage of the
Participant's Basic Contributions, shall also be determined by the
Chief Executive Officer and be subject to the approval of the
Executive Compensation Committee.

(c) Timing and Allocation of Matching Contributions. Matching
-----------------------------------------------
Contributions shall be made, in cash or Stock, as soon as
practicable after the end of the month to which they relate,
provided that in no event shall contributions under this Section for
any Plan Year be made later than the date as prescribed by law for
the Employer to obtain a federal income tax deduction for the Plan
Year for which such contributions are made. Basic Matching
Contributions shall be allocated to Employee Account 1 as of each
Valuation Date and Discretionary Matching Contributions shall be
allocated to Employee Account 6 as of each Valuation Date. Amounts
allocated to Employee Account 6 may, at the Chief Executive
Officer's discretion, be credited to Investment Fund III.

4.5 ESOP Contributions.
------------------

(a) Employer Contributions.
----------------------

(1) Discretionary Per Capita ESOP Contributions. For each Plan
-------------------------------------------
Year, each Employer may make Discretionary Per Capita ESOP
Contributions in the form of Stock, cash, or bonds, to the Fund
in an amount determined by the Human Resources Committee in its
sole and absolute discretion.

(2) Discretionary Pay-Related ESOP Contributions. For each Plan
--------------------------------------------
Year, each Employer may make Discretionary Pay-Related ESOP
Contributions in the form of Stock, cash, or bonds, to the Fund
in an amount determined by the Human Resources Committee in its
sole and absolute discretion.

<PAGE>
(b) Application of Cash Contributions. Except to the extent of current
---------------------------------
cash needs of the Plan, or to the extent used to repay an
outstanding Exempt Loan, cash contributions under this Section 4.5
shall be invested in Stock as soon as practicable after they are
paid to the Fund in an amount sufficient so that Employee Account 10
will continue to be invested primarily in Stock.

(1) ESOP Contributions shall first be used to make payments on any
outstanding Exempt Loans pursuant to the terms of such loans.
Stock released as a result of payments made on an outstanding
Exempt Loan shall be allocated to Members' Accounts in
accordance with paragraph (2). ESOP Contributions that are not
used to repay an Exempt Loan shall be allocated to the Employee
Account 10 of each Participant who, as of the last day of the
Plan Year--

(A) was credited with 1,000 Hours of Service in the Plan Year,
and

(B) either (i) was actively employed by an Employer on such
day, or (ii) was absent from employment due to an
authorized leave of absence.

ESOP Contributions made pursuant to subsection (a)(l) shall be
allocated to each eligible Participant on a per capita basis.
ESOP Contributions made pursuant to subsection (a)(2) shall be
allocated to each eligible Participant on a percentage of
Compensation basis, with each eligible Participant receiving an
allocation equal to a uniform percentage of his Plan Year
Compensation.

(2) Stock acquired with the proceeds of an Exempt Loan shall be
added to and maintained in the Exempt Loan Suspense Account and
shall thereafter be released from such account and allocated to
the Accounts of Participants as follows:

(A) For each Plan Year until the Exempt Loan is fully repaid,
the number of shares of Stock released from the Exempt
Loan Suspense Account shall equal the number of unreleased
shares immediately before such release for the current
Plan Year multiplied by the "Release Fraction." As used
herein, the Release Fraction shall be a fraction the
numerator of which is the amount of principal and interest
paid on the Exempt Loan for such current Plan Year and the
denominator of which is the sum of the numerator plus the
principal and interest to be paid on such Exempt Loan for
all future years during the duration of the term of such
Exempt Loan (determined without reference to any
possible extensions or renewals thereof). Notwithstanding
the foregoing, if such Exempt Loan is repaid with the
proceeds of a subsequent Exempt Loan (the "Substitute
Loan"), such repayment shall not operate to release all
such Stock in the Exempt Loan Suspense Account, but,
rather, such release shall be effected pursuant to the
foregoing provisions of this subparagraph on the basis of
payments of principal and interest on such Substitute
Loan.

(B) If required by any pledge or similar agreement, in lieu of
applying the foregoing provisions with respect to an
Exempt Loan or Substitute Loan, shares shall be released
from the Exempt Loan Suspense Account as the principal
amount of such loan is repaid (and without regard to
interest payments), provided the following three
conditions are satisfied:

(i) The Exempt Loan must provide for annual payments of
principal and interest at a cumulative rate that is
not less rapid in time than level annual payments of
such amounts for ten years.

(ii) The interest portion of any payment is disregarded
only to the extent it would be treated as interest
under standard loan amortization tables.

(iii) If the Exempt Loan is renewed, extended, or
refinanced, the sum of the expired duration of the
Exempt Loan and the renewal, extension, or new Exempt
Loan period must not exceed ten years.

<PAGE>
(C) Shares of Stock released from the Exempt Loan Expense
Account for a Plan Year in accordance with this paragraph
(2) shall be held in the Fund on an unallocated basis
until allocated on the last day of the Plan Year. Such
allocation shall be to the Employee Account 10 of each
Participant who is eligible for an allocation under
paragraph (1). Stock released pursuant to Discretionary
Per Capita ESOP Contributions shall be allocated on a per
capita basis. As of the end of each Plan Year, the ESOP
shall consistently allocate to the Participants' accounts
non-monetary units representing Participants' interests in
assets withdrawn from the suspense account. Stock
released pursuant to Discretionary Pay-Related ESOP
Contributions shall be allocated on a percentage of
Compensation basis, with each eligible Participant
receiving an allocation equal to a uniform percentage of
his Plan Year Compensation.

(D) It is intended that the provisions of this paragraph (2)
shall be applied and construed in a manner consistent with
the requirements and provisions of Treasury Regulation
Section 54.4975-7(b)(8), and any successor Regulation
thereto.

(d) Timing of ESOP Contributions. ESOP contributions shall be paid to
----------------------------
the Trustee not later than the date prescribed by law for the
Employer to obtain a federal income tax deduction for the Plan Year
for which such contributions are made.

4.6 Allocation of Forfeitures.
-------------------------

(a) Forfeited Matching Contribution. Forfeitures of Matching
-------------------------------
Contributions attributable to a Plan Year in accordance with Section
7.4, shall be allocated as of the end of such Plan Year to
Participants who are in active employment on the last day of such
Plan Year. The amount of forfeitures allocated to each Participant
under this subsection shall be a proportion equal to --

(1) the Basic Contributions made by the eligible Participant during
the Plan Year for which the allocation is made, divided by

(2) the Basic Contributions made by all eligible Participants for
such Plan Year.

Amounts allocated pursuant to this subsection shall be credited to
the Employee Account from which such forfeitures were derived.

(b) Employee Account 8. Forfeitures of Employee Account 8 attributable
------------------
to a Plan Year in accordance with Section 7.4, shall be allocated as
of the end of such Plan Year to those Participants who are in active
employment on the last day of such Plan Year, and who have a balance
in Employee Account 8 at that time; the amount of forfeitures
allocated to each Participant under this subsection shall be a
portion of the total of such forfeitures equal to --

(1) the balance in such Participant's Employee Account 8 as of the
last Valuation Date of the Plan Year, divided by

(2) the total balance in Employee Account 8 for all such
Participants as of the last Valuation Date in the Plan Year;
and

amounts allocated pursuant to this subsection shall be credited to
Employee Account 8. Forfeitures of Employee Account 8 attributable
to a Plan Year in accordance with Section 7.4, shall be allocated,
in the manner provided for in Section 4.6(a), as of the end of such
Plan Year to those Participants who are in active employment on the
last day of such Plan Year and who have a balance in Employee
Account 8 at that time and shall be credited to Employee Account 8.

4.7 Limitations on Contributions.
----------------------------

(a) Before-Tax Contributions.
------------------------

(1) In no event shall any Employer make Before-Tax Contributions
for any calendar year with respect to any Member, which, when
aggregated with other deferrals in such

<PAGE>
calendar year by the Member pursuant to any other cash or
deferred arrangement maintained by the Company or an Affiliate
under Section 401(k), are in excess of $7,000 (or such greater
amount as may be determined under Code Section 402(g)).

Notwithstanding any provision of this Plan, at the point in
time during a Plan Year when a Member's Before-Tax
Contributions reach the maximum amount of $7,000 (or such
greater amount as may be permitted under Code Section 402(g)),
then the Member's pay reduction agreement shall thereupon be
automatically amended for the remainder of the Plan Year to
convert the Member's percentage of Compensation elected for
Before-Tax Contributions to the same percentage of Compensation
for Basic After-Tax Contributions (or Supplemental After-Tax
Contributions if and when such Member would exceed the limit on
Basic After-Tax Contributions described in Section 4.2(a)).
All Members shall be informed of this automatic amendment
provision and, when such automatic amendment occurs, shall be
advised in writing that the Member may at any time reduce or
stop such After-Tax Contributions by submitting a revised
Enrollment Form. If this automatic amendment would cause the
Member's After-Tax Contributions to exceed the limits described
in subsection (b), such excess shall be refunded to the Member
at the time and in the manner described in subsection (b). At
the commencement of the next Plan Year, the Member's pay
reduction agreement shall automatically revert to its unamended
status.

If a Member has Before-Tax Contributions in excess of $7,000
(or such greater amount as may be permitted under Code Section
402(g)) for a Plan Year, and such excess is not converted to
After-Tax Contributions in accordance with the procedure
described above, such excess shall be refunded to the Member as
soon as administratively possible, as provided in the Rules of
the Plan.

A Member retains the right to make changes in his contributions
as provided in Section 4.3(a), except a Member may not change
his or her contributions to exceed the maximum permitted by law
or by this Plan.

(2) In no event shall any Employer make Before-Tax Contributions
for any Plan Year that would result in the actual deferral
percentage of the group of Highly Compensated Employees
eligible to participate in the Plan exceeding the actual
deferral percentage of the group of all other eligible
Employees by more than the greater of--

(A) one and one-quarter times; or

(B) the lesser of two times or two percentage points.

The deferral percentage of each group of eligible Employees for
any Plan Year shall be the average of the ratios (calculated
separately for each eligible Employee in each group) of (i) the
Before-Tax Contributions made on behalf of each eligible
Employee for such Plan Year to (ii) such eligible Employee's
Compensation for such Plan Year. To the extent necessary to
conform to such limitation, the Plan Administrator shall reduce
Before-Tax Contributions made on behalf of the Highly
Compensated Employees. Such reduction shall be effected by
reducing contributions made on behalf of Highly Compensated
Employees (in the order of their actual deferral percentage)
beginning with the Highly Compensated Employees who elected the
highest percentage of such contributions. Any such reduction
in the Before-Tax Contributions made on behalf of any Member
shall be recharacterized as After-Tax Contributions or refunded
to the Member as soon as administratively possible, as provided
in the Rules of the Plan. If recharacterized, such excess
contributions shall be recharacterized as soon as practicable.
In no event, however, shall such excess contributions be left
unrecharacterized later than two and one-half months following
the Plan Year in which such contributions were made.
In addition to the foregoing, if the Plan Administrator
determines during the course of a Plan Year that the
discrimination test of Code Section 401(k)(3) otherwise might
not be met for the Plan Year, the Plan Administrator may
reduce, at any time, the maximum percentage of Compensation at
which Highly Compensated Employees may elect Before-Tax
Contributions to such percentage as the Plan Administrator
determines appropriate to ensure that such test shall be met
for such Plan Year.

<PAGE>
For purposes of determining whether the Plan satisfies the
actual deferral percentage test of Code Section 401(k), the
following provisions shall apply:

(i) All elective contributions that are made under two or more
plans that are aggregated for purposes of Code Section
401(a)(4) or 410(b) (other than Code Section
410(b)(2)(A)(ii))are to be treated as made under a single plan
and if two or more plans are permissively aggregated for
purposes of Code Section 401(k), the aggregated plans must also
satisfy Code Sections 401(a)(4) and 410(b) as though they were
a single plan. Plans that are aggregated must have the same
Plan Year.

(ii) In calculating the actual deferral percentage for purposes of
Code Section 401(k), the actual deferral ratio of a Highly
Compensated Employee will be determined by treating all cash or
deferred arrangements under which the Highly Compensated
Employee is eligible (other than those that may not be
permissively aggregated) as a single arrangement.

(iii) In the case of a Highly Compensated Employee who is either a 5%
owner or one of the ten most Highly Compensated Employees and
is thereby subject to the family aggregation rules of Code
Section 414(q)(6), the actual deferral ratio (ADR) for the
family group (which is treated as one Highly Compensated
Employee) is the ADR determined by combining the elective
contributions, compensation, and amounts treated as elective
contributions of all eligible family members. Except to the
extent taken into account in the preceding sentence, the
elective contributions, compensation, and amounts treated as
elective contributions of all family members are disregarded in
determining the actual deferral percentages for the groups of
Highly Compensated Employees and non-Highly Compensated
Employees.

(iv) In the case of a Highly Compensated Employee whose ADR is
determined under the family aggregation rules, the
determination of the amount of excess contributions shall be as
follows: The ADR is reduced in accordance with the "leveling"
method described in Code Section 1.401(k)-1(f)(2) of the Code
Regulations and the excess contributions are allocated among
the family members in proportion to the contributions of each
family member that have been combined.

(v) The amount of excess contributions to be distributed or
recharacterized shall be reduced by excess deferrals previously
distributed for the taxable year ending in the same Plan Year
and excess deferrals to be distributed for a taxable year will
be reduced by excess contributions previously distributed or
recharacterized for the Plan Year beginning in such taxable
year.

(vi) The distribution of excess contributions will include the
income allocable thereto. The income allocable to excess
contributions will include income for the Plan Year for which
the excess contributions were made and will be equal to the sum
of the allocable gain or loss for the Plan Year. The Plan will
allocate income to excess contributions by multiplying the
income for the Plan Year allocable to the Employee's elective
contributions (Before-Tax Contributions) and amounts treated as
elective contributions by the following fraction: The
numerator of the fraction is the excess contributions for the
Employee for the Plan Year and the denominator of the fraction
is equal to the sum of: (1) the total Account balance of the
Employee attributable to elective contributions (Before-Tax
Contributions) and amounts treated as elective contributions as
of the beginning of the Plan Year, plus (2) the Employee's
elective contributions (Before-Tax Contributions) and amounts
treated as elective contributions for the Plan Year.

(vii) Excess contributions will be corrected by the close of the Plan
Year following the Plan Year for which they were made, since
the failure to make such corrections by the close of the Plan
Year following the Plan Year for which they were made will
cause the Plan to fail to satisfy the requirements of Code
Section 401(k)(3) for the Plan Year for which the excess
contributions were made and for all subsequent years they
remain in the trust. In addition, the Plan will endeavor to
correct excess contributions within 2 1/2 months after the
close of the Plan Year for which they were made since it is
understood that the Employer will be liable for a 10% excise
tax on the amount of excess contributions unless they are
corrected within such 2 1/2 month period.

24
<PAGE>
(viii) Recharacterized excess contributions will remain subject to the
nonforfeitability requirements and distribution limitations
that apply to elective contributions.

(b) Matching Contributions and After-Tax Contributions. In no event
--------------------------------------------------
shall Matching Contributions and After-Tax Contributions for any
Plan Year be made which would result in the contribution percentage
of the group of Highly Compensated Employees eligible to participate
in the Plan exceeding the contribution percentage of the group of
all other eligible Employees by more than the greater of--

(1) one and one-quarter times; or

(2) the lesser of (A) two times or (B) two percentage points.

The contribution percentage of each group of eligible Employees for
any Plan Year shall be the average of the ratios (calculated
separately for each eligible Employee in each group) of (i) the
Matching Contributions and After-Tax Contributions made on behalf of
each eligible Employee for such Plan Year to (ii) such eligible
Employee's Compensation for such Plan Year. To the extent necessary
to conform to such limitation, the Plan Administrator shall reduce
Matching Contributions and After-Tax Contributions made on behalf of
the Highly Compensated Employees in a manner similar to the method
described in subsection (a). Any such reduction in the Matching
Contributions or After-Tax Contributions made on behalf of any
Member (including income and losses allocable thereto) shall be paid
to the Member if vested, or treated as a forfeiture (if
forfeitable). To the extent permitted by applicable Regulations,
the Plan Administrator may elect to take Before-Tax Contributions
into account in applying the contribution percentage test of this
subsection (b).

The Plan Administrator may comply with the requirements of this
Section by combining contributions under this Plan with
contributions under any other defined contribution plan maintained
by the Company or an Affiliate, or in any other manner permissible
under Code Section 401(k)(3) or 401(m)(2), as applicable. Any such
combination shall be done in compliance with such guidelines, if
any, established by the Secretary of the Treasury.

The following provisions shall apply for purposes of determining
whether the Plan satisfies the actual contribution percentage test
of Code Section 401(m):

(i) All Employee and matching contributions that are made under two
or more plans that are aggregated for purposes of Code Section
401(a)(4) and 410(b) (other than Code Section 410(b)(2)(A)(ii))
are to be treated as made under a single plan and if two or
more plans are permissively aggregated for purposes of Code
Section 401(m), the aggregated plans must also satisfy Code
Section 401(a)(4) and 410(b) as though they were a single plan.
To be aggregated, the plans must have the same Plan Year.

(ii) In calculating the actual contribution percentage for purposes
of Code Section 401(m), the actual contribution ratio of a
Highly Compensated Employee will be determined by treating all
plans subject to Code Section 401(m) under which the Highly
Compensated Employee is eligible (other than those that may not
be permissively aggregated) as a single plan.

(iii) In the case of a Highly Compensated Employee who is either a 5%
owner or one of the ten most Highly Compensated Employees and
is thereby subject to the family aggregation rules of Code
Section 414(q)(6), the actual contribution ratio (ACR) for the
family group (which is treated as one Highly Compensated
Employee) is the ACR determined by combining the contributions
and compensation of all eligible family members. Except to the
extent taken into account in the preceding sentence, the
contributions and compensation of all family members are
disregarded in determining the actual contribution percentages
for the groups of Highly Compensated Employees and non-Highly
Compensated Employees.

(iv) In the case of a Highly Compensated Employee whose ACR is
determined under the family aggregation rules, the
determination of the amount of excess aggregate contributions
shall be made as follows: the ACR is reduced in accordance
with the "leveling" method described in Section
1.401(m)-1(e)(2) of the Code Regulations and the excess
aggregate contributions are allocated among the family members
in proportion to the contributions of each family member that
have been combined.

25
<PAGE>
(v) The amount of excess aggregate contributions for a Plan Year
shall be determined only after first determining the excess
contributions that are treated as Employee contributions due to
recharacterization.

(vi) The distribution (or forfeiture, if applicable) of excess
aggregate contributions will include the income allocable
thereto. The income allocable to the excess aggregate
contributions shall include income for the Plan Year for which
the excess aggregate contributions were made and will be equal
to the sum of the allocable gain or loss for the Plan Year.
The Plan will allocate income to excess aggregate contributions
by multiplying the income for the Plan Year allocable to the
Employee's employee contributions (After-Tax Contributions),
Matching Contributions, and amounts treated as Matching
Contributions by the following fraction: The numerator of the
fraction is the excess aggregate contributions for the Employee
for the Plan Year and the denominator of the fraction is equal
to the sum of: (1) the total account balance of the Employee
attributable to employee contributions (After-Tax Contributions)
and Matching Contributions and amounts treated as Matching
Contributions as of the beginning of the Plan Year, plus (2)
the Employee's employee contributions (After-Tax Contributions)
and Matching Contributions and amounts treated as Matching
Contributions for the Plan Year.

(vii) A method of correcting excess aggregate contributions shall
meet the nondiscrimination requirements of Code Section
401(a)(4). Accordingly, the Plan shall not use a method under
which Employee contributions are distributed to Highly
Compensated Employees to the extent necessary to meet the
requirements of Code Section 401(m)(2) while matching
contributions attributable to such Employee contributions
remain allocated in the Employee's account. If it is necessary
to distribute Employee contributions that have been matched to
a Highly Compensated Employee, then a pro-rata share of
Employer Matching Contributions will also be distributed to
such Employee so that Matching Contributions that remain
allocated to Employee accounts will meet the requirements of
Code Section 401(a)(4).

(viii) Excess aggregate contributions shall be corrected by the close
of the Plan Year following the Plan Year for which they were
made. It is understood that if such correction is not made by
the close of the Plan Year following the Plan Year for which
they were made, such failure will cause the Plan to fail to
satisfy the requirements of Code Section 401(a)(4) for the Plan
Year for which the excess aggregate contributions were made and
for all subsequent years they remain uncorrected. The Plan
shall endeavor to correct excess aggregate contributions within
2 1/2 months after the close of the Plan Year for which they
are made since it is understood the Employer will be liable for
a 10% excise tax on the amount of excess aggregate
contributions unless they are so corrected.

(ix) Elective contributions and/or qualified nonelective
contributions may be treated as matching contributions only if
the conditions described in Section 1.401(m)-1(b)(5) of the
Code Regulations are satisfied.

(c) ESOP Contributions. The aggregate amount of ESOP Contributions for
------------------
a taxable year of the Employer allocated to the Accounts of
Participants who are Highly Compensated Employees shall not exceed
one-third of the aggregate ESOP Contributions made under Section 4.5
and which are deductible under Code Section 404(a)(9) with respect
to the taxable year on behalf of all Participants.

(d) Additional Limitation. The limits of this subsection shall comply
---------------------
with the provisions of Code Regulation 1.401(m)-2 for "multiple use
of the alternative limitation" and for this purpose the provisions
of Section 1.401(m)-2(d) of the Code Regulations are incorporated
herein by reference. Correction of the multiple use of the
alternative limitation shall occur by first reducing the actual
contribution percentages for only those Highly Compensated Employees
who are eligible in both the arrangement subject to Code Section
401(k) and the plan subject to Code Section 401(m). If this is
insufficient to make the correction, then the actual deferral
percentage shall be reduced for these Employees in a manner that
complies with Code Regulations.

4.8 Limitations on Annual Additions. The provisions of this Section 4.8 shall
-------------------------------
apply to Plan Years (which shall be the "limitation years" under this Plan for
purposes of Code Section 415).

26
<PAGE>
(a) Annual Addition. "Annual Addition" means, for any Participant for
---------------
any Plan Year, an annual addition as defined in Code Sections
415(c)(2) and 415(c)(6), generally including the sum of:

(1) all Company and Affiliate contributions made for the
Participant under "any defined contribution plan" for the year;

(2) the Participant's after-tax contributions for the year to "any
defined contribution plan;"

(3) any forfeitures or employer contributions allocated to him for
the year under "any defined contribution plan," except as
otherwise specified in Code Section 415(c)(6) for an employee
stock ownership plan that satisfies certain nondiscrimination
requirements; and

(4) contributions to an individual, post-retirement medical account
for the Participant, to the extent required by Code Section
415(1) or 419A(d)(2).

"Any defined contribution plan" means all qualified defined
contribution plans of the Employers and Affiliates that are
considered as one plan under Code Sections 414 and 415.

(b) Limitation. Notwithstanding the foregoing provisions of this
----------
Article IV, for any Plan Year the Annual Addition of a Participant
shall not exceed the lesser of--

(1) the sum of--

(A) $30,000 (or other amount for a particular Plan Year as may
be determined under Code Sections 415(c)(1) and 415(d) and
related Regulations); or

(2) 25 percent of the Participant's compensation (for such Plan
Year) as set forth in Box 10 of Form W-2 (or the successor
method of reporting income under Code Sections 6041, 6051 and
6052).

(c) Additional Limitation. If in any Plan Year a Participant is both a
---------------------
participant in any defined contribution plan and a participant in
any qualified defined benefit plan of the Employer or an Affiliate,
the sum of the defined benefit fraction (as defined in Code Section
415(e)(2)) and the defined contribution fraction (as defined in Code
Section 415(e)(3)) shall not exceed 1.0. In calculating the defined
contribution fraction, the Plan Administrator may, in his
discretion, make the election providedunder Code Section 415(e)(6).
Before any contributions are reduced under this Plan, the benefit
under a defined benefit plan shall be reduced to the extent
necessary to ensure that the sum of the defined benefit fraction and
defined contribution fraction does not exceed 1.0.

(d) Reduction in Annual Additions. (1) If in any Plan Year a Member's
-----------------------------
Annual Addition exceeds the limitation determined above, such excess
shall not be allocated to his accounts in any defined contribution
plan. In accordance with the provisions of Code Section 415 and the
Regulations thereunder, the Plan Administrator will distribute
elective deferrals (within the meaning of Code Section 402(g)(3)) or
return voluntary Employee contributions to the extent that the
distribution or return will reduce the excess amounts in the
Member's Account. Amounts equal to any gains attributable to the
returned elective deferrals and voluntary Employee contributions
will also be returned to the Member if necessary to insure that a
Member's Annual Addition does not exceed the limitation determined
above. If gains attributable to the returned elective deferrals or
returned voluntary Employee contributions are not returned to the
Member, such earnings will be considered as an Employee contribution
for the limitation Plan Year for which the returned contribution was
made. (2) If the foregoing distributions do not completely reduce
the excess amounts in the Member's account, then the remaining
excess amounts in the Member's Account will be placed in a suspense
account and used to reduce Employer contributions for the next Plan
Year and succeeding Plan Years as necessary (referred to as the
"Next Plan Year"). Such remaining excess amounts will be held
unallocated in the suspense account for the limitation Plan Year and
will be allocated and reallocated in the next Plan Year to the
Accounts of all Participants in accordance with applicable Code
Regulations. Such suspense account shall share in the gains and
losses of the Fund on the same basis as other Accounts. Excess
amounts that are allocated to Participants will be used to reduce
Employer contributions for the Plan Year in which such allocation
occurs. For purposes of this Section 4.8(d)(2), excess amounts will
not be distributed to Participants or former Participants.

27
<PAGE>
4.9 Rollover Contributions. Any Eligible Employee, including an individual who
----------------------
has not satisfied the service requirements of Article III, may, with the
approval of the Plan Administrator, contribute cash amounts attributable to
qualifying rollover distributions within the meaning of Code Sections 402(a)(5),
403(a)(4), or 408(d)(3). Such amounts shall be credited to the Employee Account
7 established for the Employee. An Eligible Employee who has not yet satisfied
the service requirements of Article III shall be treated as a Member solely with
regard to his Employee Account 7. In the sole discretion of the Plan
Administrator, the Plan will also accept the direct transfer from The
Predecessor Plan of an amount which if paid to the Participant instead of the
Plan would have constituted a lump sum distribution within the meaning of Code
Section 402(e). Such a plan-to-plan transfer must be received by the Trustee
within two months after the Participant's admission or re-admission to the Plan.
To the extent possible, as determined in the sole discretion of the Plan
Administrator, such amounts shall be credited to the accounts of this Plan which
are analogous to the accounts of the Predecessor Plan in which such amounts were
held immediately prior to such transfer; otherwise, the transferred amount shall
be credited to the Participant's Rollover Account.

Article V. Special ESOP Provisions
-----------------------------------

5.1 Designation as ESOP; Exempt Loan Transactions.
---------------------------------------------

(a) Investment Fund V is hereby designated as an employee stock
ownership plan and the primary purpose of such Plan is to invest
in Employer securities. For purposes of Section 411(d)(6) of the
Code and the regulations and rulings thereunder and other rules and
regulations applicable solely to employee stock ownership plans,
Investment Fund V constitutes a plan separate from the remainder
of the Plan.

(b) The Company may direct the Trustee to incur a loan on behalf of the
Fund, provided that such loan qualifies as an Exempt Loan.

(i) In General. An Exempt Loan shall be used primarily for the
----------
benefit of Participants and Beneficiaries and shall be
structured to withstand the special scrutiny specified in
Treasury Regulation 54.4975-7(b)(2)(ii) and similar standards
that apply under ERISA. All the surrounding facts and
circumstances, including those described in paragraphs (ii) and
(iii) of this Section 5.1(b), will be considered in determining
whether the Exempt Loan satisfies this requirement. However,
no loan will satisfy this requirement unless it satisfies the
requirements of paragraphs (c), (d), and (e) of this Section
5.1.

(ii) Net Affect On Plan Assets. At the time that an Exempt Loan is
-------------------------
made, the interest rate for the loan and the price of
securities to be acquired with the loan proceeds shall not be
such that the Plan assets might be drained off.

(iii) Arm's-Length Standard. The terms of an Exempt Loan, whether or
---------------------
not between independent parties, shall, at the time the loan is
made, be at least as favorable to the ESOP as the terms of a
comparable loan resulting from arm's-length negotiations
between independent parties.

(c) Use of Loan Proceeds. The proceeds of an Exempt Loan shall be used
--------------------
within a reasonable time after the receipt by the borrowing ESOP
only for any or all of the following purposes:

(i) to acquire qualifying employer securities;

(ii) to repay such Exempt Loan; or

(iii) to repay a prior Exempt Loan in a transaction creating a
Substitute Loan, as described in Code Section 4.5(c)(2)(A). A
new loan, the proceeds of which are so used, shall satisfy
the provisions of Code Regulation 54.4975-7(d). Except as
provided in paragraph (b)(9) and (10) of Code Regulation
54.4975-7 or otherwise required by applicable law, no security
acquired with the proceeds of an Exempt Loan may be subject to
a put, call or other option, or buy-sell or similar arrangement
while held by and when distributed from the Plan, whether or
not the Plan is then an ESOP.

<PAGE>
(d) Liability and Collateral of ESOP for Loan. An Exempt Loan shall be
-----------------------------------------
without recourse against the ESOP. Furthermore, the only assets of
the ESOP that shall be given as collateral on an Exempt Loan are
qualifying employer securities of two classes: those acquired with
the proceeds of the Exempt Loan and those that were used as
collateral on a prior Exempt Loan be paid with the proceeds of the
current Exempt Loan. No person entitled to payment under the Exempt
Loan shall have any right to assets of the ESOP other than:
(i) Collateral given for the loan, (ii) Contributions (other than
contributions of employer securities) that are made under the ESOP
to meet its obligations under the loan, and (iii) Earnings
attributable to such collateral and the investment of such
contributions.

The payments made with respect to an Exempt Loan by the ESOP during
a Plan Year shall not exceed an amount equal to the sum of such
contributions and earnings received during or prior to the year less
such payments in prior years. Such contributions and earnings shall
be accounted for separately in the books of account of the ESOP
until the Exempt Loan is repaid.

(e) Default. In the event of default upon an Exempt Loan, the value of
-------
Plan assets transferred in satisfaction of the loan shall not exceed
the amount of default. If the lender is a disqualified person, an
Exempt Loan shall provide for a transfer of plan assets upon default
only upon and to the extent of the failure of the Plan to meet the
payment schedule of the Exempt Loan. For purposes of this
subparagraph (e) the making of a guarantee does not make a person a
lender.

(f) Reasonable Rate of Interest. The interest rate of an Exempt Loan
---------------------------
shall not be in excess of a reasonable rate of interest. All
relevant factors will be considered in determining a reasonable rate
of interest, including the amount and duration of the Exempt Loan,
the security and guarantee (if any) involved, the credit standing of
the ESOP and the guarantor (if any), and the interest rate
prevailing for comparable loans. When these factors are considered,
a variable interest rate may be reasonable. In addition to the
above requirements, an Exempt Loan shall comply with all other
provisions of Code Regulation 54.4975-7.

Qualifying employer securities pledged as collateral shall be placed in
an Exempt Loan Suspense Account and released and allocated pursuant to Section
4.5(c).

Payments of principal and interest on any loan under this Section shall
be made by the Trustee solely from: (i) ESOP Contributions available to meet
obligations under the loan, (ii) earnings from the investment of such
contributions, (iii) dividends and other earnings attributable to qualifying
employer securities acquired with an Exempt Loan, (iv) the proceeds of a
Substitute Loan, and (v) in the case of a default under an Exempt Loan or in the
case where it is determined to be in the best interest of Participants and
Beneficiaries, the proceeds of the sale of any qualifying employer securities
pledged as collateral for an Exempt Loan.

5.2 Restrictions on Stock in Employee Account 10. Except as provided in
--------------------------------------------
Section 9.7, or as otherwise required by applicable law, qualifying employer
securities allocated to Employee Account 10 may not be subject to a put, call,
or option, or buy-sell or similar arrangements, while held by and when
distributed from the Plan.

Article VI. Members' Accounts; Investment Funds
------------------------------------------------

6.1 Investment Elections by Members.
-------------------------------

(a) Initial Election. Upon becoming a Participant, each Member may file
----------------
with the Plan Administrator such Member's direction with respect to
what percentage, if any, of the Member's Account (derived from
contributions made pursuant to Sections 4.1, 4.2, 4.4, 4.6, and 4.9)
is to be invested in any one or more of Investment Funds I, II, III,
VI, VII or VIII. The percentages so specified by the Member shall
be stated in 10 percent increments or such other increments as may
be approved by the Plan Administrator. If by a date designated by
the Plan Administrator, a Member fails to make a valid investment
election when submitting an Enrollment Form, any amounts allocated
to such Member's Account (except for amounts allocated to Employee
Account 10) shall be invested entirely in Investment Fund VI (or the
successor Fund, if any, to such Fund). Contributions made pursuant
to Section 4.5 shall always be invested in the ESOP fund identified
as Investment Fund V.

(b) Change of Election and Transfer Among Funds. A Participant may
-------------------------------------------
change his or her investment election as to future contributions (in
accordance with the limitations described in Section 6.1(a)) by
filing the appropriate form with the Plan Administrator.
A Participant may elect to transfer amounts allocated to his Account
(except amounts allocated to the ESOP

29
<PAGE>
account identified as Employee Account 10 unless otherwise permitted
by the Plan Administrator in compliance with applicable law) among
Investment Funds I, II, III, VI, VII or VIII in increments of 10
percent (or such other increments as approved by the Plan
Administrator) by filing the appropriate form with the Plan
Administrator. Subject to the transfer restrictions stated
hereinbelow, such changes or transfers shall take effect on the
first day of the month following the month in which notice of the
change or transfer was received by the Plan Administrator; provided,
however in connection with establishing, amending, or terminating
any Investment Fund including establishing a new Investment Fund,
the Plan Administrator may establish reasonable rules and procedures
on a uniform and nondiscriminatory basis in connection with changes
or transfers by Members in transitioning with respect to such Fund.
A Participant may not effect the transfer of an existing Account
balance among the Funds more than once every three months, except
that if the Plan Administrator reasonably determines that
contractual, legal or administrative considerations no longer
require such restriction, then the Plan Administrator may permit
other transfers or establish other time requirements for transfers
on a uniform and nondiscriminatory basis except as otherwise
required by law. Transfers of Account balances by a Member from
Investment Fund I to Investment Fund VI (including direct transfers
and simultaneous transfers, i.e. a transfer from Fund I to Funds II,
III, V, VII or VIII and at the same time a transfer from Funds II,
III, V, VII or VIII to Fund VI) shall not, in order to make any such
transfer, utilize any funds in the guaranteed investment contract or
group annuity contract issued by an insurance company (other than
funds received by virtue of the maturity or discontinuance of any
such contract) without the consent or agreement of the insurance
company but instead such transfers shall utilize any other available
funds in Investment Fund I for the transfer of funds from Investment
Fund I to Fund VI. The Plan Administrator will impose limits on
such transfers on a uniform and nondiscriminatory basis if the Plan
Administrator determines that such other available funds would not
be sufficient for such transfers. The Plan Administrator may adopt
other rules to govern transfers which will be approved on a uniform
and nondiscriminatory basis except as otherwise required by law.

6.2 Plan Expenses.
-------------

(a) Investment Fees, Etc. Expenses attributable to the management and
--------------------
investment of each of the Funds shall be charged against the
respective Fund.

(b) Administrative Expenses, Etc. All fees paid to the Trustee for
----------------------------
trustee services, all fees paid for recordkeeping services performed
by the Trustee and by any other third-party service provider, and
any other costs or expenses described in Sections 12.9 and 16.4,
shall be paid out of Fund assets and charged against Members'
Accounts in proportion to the balance of such Accounts except to the
extent that the Company or an Employer elects to pay such fees,
costs or expenses; provided that the Company or an Employer may
advance fees, costs or expenses on behalf of the Plan in which case
the Company or Employer will be reimbursed for such payment by the
Plan from fund assets.

6.3 Valuation; Allocation of Investment Earnings and Losses.
-------------------------------------------------------

(a) General Rule. Accounts and Funds shall be valued at their fair
------------
market values as of each Valuation Date. Earnings, gains, and
losses (realized or unrealized) for each Fund shall be allocated to
the portion ("subaccount") of a Member's Account maintained with
respect to that Fund, in the same ratio that the value of his
subaccount (determined as of the Valuation Date) bears to the sum of
the values of all Members' subaccounts maintained with respect to
the Fund. For the purpose of determining this ratio, the value of a
subaccount shall be the value of the subaccount as of the last
preceding Valuation Date. After the allocation of earnings, gains,
and losses, each Member's Account shall be adjusted for
contributions, reallocated forfeitures, loan repayments, interfund
transfers, distributions, withdrawals, and expenses made or incurred
since the last preceding Valuation Date.

(b) Unallocated Earnings. Earnings, gains, and losses which have not
--------------------
been allocated to Members' Accounts during the Plan Year under
subsection (a), shall be allocated as of the last day of the Plan
Year to all Members who have a balance in their Account as of such
date. Each such Member shall receive a percentage of the total
amount allocated under this subsection (b) equal to--

<PAGE>
(1) the balance in the Member's Account as of the last Valuation
Date of the Plan Year, divided by

(2) the total balance of the Accounts of all eligible Members as of
the last Valuation Date of the Plan Year.

Amounts allocated under this subsection (b) shall be credited to the
various subaccounts and invested in the various Investment Funds in
accordance with uniform and nondiscriminatory procedures established
by the Plan Administrator.

6.4 Stock Funds.
-----------

(a) Valuation.
---------

(i) Subject to the special valuation rules set forth in subsections
(ii) and (iii), Stock in Investment Fund III and Investment Fund V
shall be initially valued at the purchase price paid by the Trust
and thereafter shall be valued at its most recent closing price on
the New York Stock Exchange as of the Valuation Date.

(ii) If Stock ceases to be publicly traded or if it is being valued
in connection with a transaction between the Plan and a "party in
interest" (as defined in ERISA Section 3(14)) or a "disqualified
person" (as defined in Section 4975(e)(2) of the Code) or in
connection with an extraordinary transaction or event, its value
shall be determined by the Trustees in good faith based on all
relevant factors.

(iii) In the case of Stock acquired with an Exempt Loan the
following special valuation rules shall apply:

a. For purposes of valuing such Stock in any transaction
-
between the Plan and any "disqualified person" as that
term is defined in Code Section 4975(e)(2), fair market
value shall be determined in good faith by the
Administrator in accordance with Section 3(18) of ERISA.

b. For purposes of a Participant's exercise of his put
-
option rights (if applicable) under Section 9.7, such
Stock shall be valued as of the end of the most recent
Plan Year.

(iv) Notwithstanding the foregoing provisions, in all cases the
valuation provisions of this Section, including the selection of a
Valuation Date for any purpose under this Plan, shall be interpreted
and applied in a manner consistent with the applicable requirements
under Code Sections 409 and 4975(e)(7), the Treasury Regulations
issued thereunder, Treasury Regulation Section 54.4975-11(d)(5) and
the fiduciary requirements of ERISA, and any related or successor
statutes or regulations, that must be satisfied in order to qualify
for the prohibited transaction exemption under Code Section
4975(d)(3) or any other relevant prohibited transaction exemption.
In this connection, all valuations of Stock contributed to or
acquired by the Plan which at the time of such valuation is not
readily tradable on an established securities market within the
meaning of Code Section 401(a)(28) shall be made by an independent
appraiser (within the meaning of Code Section 170(a)(1)), whose name
shall be reported to the Internal Revenue Service.

(b) Allocation.
----------

(1) Changes in Value. Any changes in value in Stock in Investment
----------------
Fund V shall not be allocated in the manner described in
Section 6.3, but shall be allocated directly to each Member's
Employee Account 10 as of the Valuation Date.

(2) Cash Dividends.
--------------

(A) Allocated Shares. Cash dividends paid on Stock allocated
----------------
to Accounts of Members in Investment Fund V shall, to the
extent not used to repay an Exempt Loan, be allocated
directly to said Accounts as of the Valuation Date
coinciding with or next following the date on which the
dividend is paid.

<PAGE>
(B) Unallocated Shares. Cash dividends on Stock in Investment
------------------
Fund V that has not been allocated to a Member's Account
(because of the operation of Section 4.5(c)) shall, to the
extent not used to repay an Exempt Loan, be allocated to
such Member's Employee Account 10 in the same ratio that
the value of his Employee Account 10 bears to the sum
value of each Member's Employee Account 10 as of the
Valuation Date coinciding with or next following the date
on which the dividend is paid.

(C) Dividend Pass Through. Notwithstanding anything in this
---------------------
subsection (b) to the contrary, the Company may, in its
discretion, direct that dividends allocated to each
Member's Employee Account 10 be passed through, in whole
or in part, to Members or their Beneficiaries as an
"applicable dividend" under Code Section 404(k), which
shall meet the following requirements to be an "applicable
dividend":

(i) is paid in cash to the Participants in the Plan or
their beneficiaries.

(ii) is paid to Plan and is distributed in cash to
Participants in the Plan or their beneficiaries not
later than 90 days after the close of the Plan Year in
which paid, or

(iii) is used to make payments on an Exempt Loan the
proceeds of which were used to acquire employer
securities (whether or not allocated to Participants)
with respect to which the dividend is paid.

In the case of a dividend used to make payments on an
Exempt Loan the proceeds of which were used to acquire
employer securities that are allocated to a Member's
Account, such dividend shall not be treated as an
"applicable dividend" under Code Section 404(k) unless
employer securities with a fair market value of not
less than the amount of such dividend shall be
allocated to such Member for the year which such
dividend would have otherwise been allocated to such
Member.

(3) Stock Dividends. Stock Dividends received on shares in
---------------
Investment Fund III and Investment Fund V shall be allocated as
of the Valuation Date coinciding with or next following the
date such dividends are paid, to each Member's Account and the
Exempt Loan Suspense Account, if any, in an amount which will
bear substantially the same proportion to the total number of
shares received as the number of shares of Stock in each
Account (or Exempt Loan Suspense Account) as of the next
preceding Valuation Date bears to the total number of shares of
Stock allocated to all Accounts as of such date.

(c) Rights, Warrants, or Options. Stock rights (including warrants and
----------------------------
options) issued with respect to Company Stock shall be exercised by
the Trustee on behalf of Members.

(d) Voting Rights.
-------------

(1) ESOP Stock. Except as otherwise required in ERISA, the Code,
----------
and applicable Treasury Regulations, all voting rights of
shares of Stock allocated to a Member's Employee Account 10 or
held in the Exempt Loan Suspense Account shall be exercised by
the Trustee only as directed by the Members or other
Beneficiaries in accordance with the following provisions of
this paragraph (1):

(A) If the Company has a registration-type class of securities
(as defined in Section 409(e)(4) of the Code or any
successor statute thereto) then, with respect to all
corporate matters submitted to the Company's shareholders,
all shares of Stock allocated to a Member's Employee
Account 10 shall be voted in accordance with the
directions of such Members as given to the Trustee. Each
Member shall be entitled to direct the voting only of the
shares of Stock (including fractional interests in shares
of Stock) allocated and credited to his Account. If the
Company does not have a registration-type class of
securities (as defined in Section 409(e)(4) of the Code or
any successor statute thereto), then, only with respect to
corporate matters relating to a corporate merger or

32
<PAGE>
consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all assets
of a trade or business, or such other similar transaction
that the applicable Treasury Regulations may require, all
shares of Stock allocated to a Member's Employee Account
10 or held in the Exempt Loan Suspense Account shall be
voted in accordance with the directions of such Members as
given to the Trustee. Each Member shall be entitled to
direct the voting only of the shares of Stock (including
fractional interests in shares) allocated to his Account.
If this subparagraph (A) applies to shares of Stock
allocated to the account of a deceased Member, such
Member's Beneficiary shall be entitled to direct the
voting with respect to such shares as if such Beneficiary
were the Member.

(B) If Members are entitled under subparagraph (A) to direct
the vote with respect to allocated shares of Stock, then,
at least thirty days before each annual or special
shareholders' meeting of the Company, (or, if such
schedule cannot be met, as early as practicable before
such meeting), the Trustee shall furnish to each Member a
copy of the proxy solicitation material sent generally to
shareholders, together with a form requesting confidential
instructions on how the shares of Stock allocated to such
Member's Employee Account 10 (including fractional shares
of Stock to 1/1000th of a share) are to be voted. Upon
timely receipt of such instructions, the Trustee (after
combining votes of fractional shares of Stock to give
effect to the greatest extent possible to Members'
instructions) shall vote the shares of Stock as
instructed. The instructions received by the Trustee from
Members shall be held by the Trustee in strict confidence
and shall not be divulged or released to any person
including officers or Employees of the Company, or of any
other company. The Trustee and the Company shall not make
recommendations to Members on whether to vote or how to
vote, other than recommendations contained in proxy and
other materials that are generally distributed to all
shareholders of the Company with respect to such vote.
If voting instructions for shares of Stock allocated to
any Member are not timely received for a particular
shareholders' meeting, such instructions shall be deemed
to have not been received by the Trustee.

(C) If voting instructions are not required to be followed
under subparagraph (A), the Trustee shall vote shares of
Stock--

(i) credited to the Exempt Loan Suspense Account; or

(ii) allocated to Members' Employee Account 10 in its sole
discretion, after the Trustee determines such action
to be in the best interests of the Members and their
Beneficiaries.

(D) If voting instructions are required to be followed under
subparagraph (A), the Trustee shall vote shares of Stock
credited to the Exempt Loan Suspense Account in the same
proportion as Stock with respect to which voting
instructions are received is voted.

(2) Other Stock.
-----------

(A) Except as provided in paragraph (1), Members shall not
have voting rights or other decision rights with respect
to any investment in any Fund, including Stock in
Investment Fund III, all such rights being vested in the
Trustee. Notwithstanding the foregoing, in the event of
any "solicitation" of "proxies" as such terms are defined
in Regulation 14a-l under the Securities Exchange Action
of 1934, as amended, which is opposed by management of the
Company, all voting rights in Stock held in any Fund other
than Investment Fund V (the "Stock Funds") shall be voted
in accordance with the directions to the Trustee of the
Members who have any portion of their Accounts invested in
any such Stock Fund, with each such Participant entitled
to direct the vote of that number of shares representing
the proportionate investment of his Accounts in such Stock
Fund. The Trustee shall maintain the strict
confidentiality of Member voting directions.

33
<PAGE>
(B) All Members entitled to direct such voting shall be
notified by the Trustee of each occasion for the exercise
of such voting rights within a reasonable time before such
rights are to be exercised.

(D) Such Members shall be so entitled to direct the voting of
fractional shares (or fractional rights to shares),
provided, however, that the Trustee may, to the extent
possible, vote the combined fractional shares (or
fractional rights to shares) so as to reflect the
aggregate direction of all Members giving directions with
respect to allocated fractional shares (or fractional
rights to shares).

(E) In the event that a Member shall fail to direct the
Trustee in whole or in part as to the exercise of voting
rights arising with respect to the Stock Funds, then such
voting rights shall be exercised by the Trustee only to
the extent directed by such Member and any Stock with
respect to which no direction is received shall be voted
in accordance with subparagraph (F).

(F) The Trustee shall vote (i) shares of Stock with respect to
which a Participant has failed to exercise his voting
rights and (ii) shares representing forfeited account
values that have not been reallocated at the time of any
proxy solicitation referred to in subparagraph A, in the
same proportion as Stock with respect to which voting
rights have been exercised are voted.

(e) Diversification. Any Participant who has attained age 55 and
---------------
completed 10 years of participation in the portion of this Plan
or The Predecessor Plan that is designated as an employee stock
ownership plan (qualified Participant) shall have the right to
diversify the investment of his Employee Account 10 in a manner
that satisfies Code Section 401(a)(28). A qualified Participant
may elect, within 90 days after the close of each Plan Year in the
qualified election period (as defined below), to (1) receive a cash
distribution of the amount subject to the diversification election
which shall be distributed to the qualified Participant (or made
available for distribution) within 90 days after the last day of the
period during which the election can be made, or (2) invest the
amount subject to the diversification election in any one or more of
the six Investment Funds (not including the ESOP Fund) offered by
the Plan (which Funds are not inconsistent with IRS Regulations) and
any such investment option selected by the qualified Participant
shall be implemented no later than 90 days after the last day of
the period during which the election can be made. For purposes of
this Section 6.4(e), the term "qualified election period" means
the 6-plan-year period beginning with the first plan year in which
the individual first became a qualified participant.

The portion of a qualified Participant's Account 10 subject to the
diversification election in all years in the qualified election
period, other than the final year of such period, is equal to: (1)
25 percent of the total number of shares of employer securities
acquired by or contributed to the Plan after December 31, 1986, that
have ever been allocated to a qualified Participant's account on or
before the most recent plan allocation date; less (2) the number of
----
shares of employer securities previously distributed, transferred,
or diversified pursuant to a diversification election made after
December 31, 1986 (subject to the provision that a de minimus amount
that satisfies the requirements described in Q & A-7 or IRS Notice
88-56 shall not be subject to the diversification requirement of
Code Section 401(a)(2)). The resulting number of shares shall be
rounded to the nearest whole integer. With respect to a qualified
Participant's final diversification election, "50 percent" is
substituted for "25 percent" in determining the amount subject to
the diversification election.

Article VII. Vesting and Forfeitures
-------------------------------------

7.1 Vesting in Before-Tax Contributions and Rollover Contributions. A Member
------------------------------------------------ -------------
shall have a fully-vested interest at all times in his Employee Accounts 2, 3,
4, 5, 7, 9, and 10.

7.2 Vesting Schedule for Matching Contributions Account. Subject to Section
---------------------------------------------------
7.3 below, a Member shall have a nonforfeitable interest in a portion of the
value of his Employee Accounts 1, 6, and 8 in accordance with the following
schedule:

34
<PAGE>
Completed Years of
Vesting Service Vested Percentage
--------------- -----------------
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%

Upon any amendment of this vesting schedule, for every Employee who is a
Participant on the amendment adoption date or the amendment effective date,
whichever is later, the nonforfeitable percentage (determined as of that date)
of the Participant's right to the Employer - derived accrued benefit may not be
less than the Participant's percentage figured under the Plan without regard to
the amendment.

7.3 Full Vesting of Certain Employee Accounts. Notwithstanding Section 7.2, a
-----------------------------------------
Member shall have a Vested Percentage in Employee Accounts 1, 6, and 8 of 100
percent upon the occurrence of any of the following events prior to (or
concurrent with) his Termination of Service:

(a) the Member dies;

(b) the Member attains age 65; or

7.4 Forfeitures.
-----------

(a) General Rule. In the event that a Member's interest in Employee
------------
Accounts 1, 6, or 8 is not yet fully vested on his Termination of
Service, the portion of such Account in which he is not yet vested
under the foregoing Sections shall be held in a suspense account
(allocated to a sub-account in the name of such Member within this
suspense account) until the Member incurs five consecutive Break
Years. If a Member does not return to employment as an Employee
before incurring five consecutive Break Years, the nonvested portion
of his Account shall be permanently forfeited and allocated in
accordance with Section 4.6.

(b) Restoration. The amount placed in a suspense account under
-----------
subsection (a) shall be restored if and when the Member is
reemployed by the Company or an Affiliate prior to his incurring
five or more consecutive Break Years. Restored amounts shall be
credited to the Member's Employee Accounts 1, 6, and 8 as soon as
administratively practicable following the Member's reemployment
date. Restored amounts shall be invested in Investment Fund I
unless a different Investment Fund(s) is designated by the Member.

(c) Special Rule for Prior Distributions From Employee Accounts 1, 6,
-------------------------------------------------- --------------
and 8. In the case of a Member who had previously received a
-----
distribution of his partially vested interest in Employee Accounts
1, 6, and 8, and who again incurs a Break Year before being fully
vested in Employee Accounts 1, 6, and 8, such Member's vested
interest in such Accounts on his Termination of Service shall be
determined by the following formula:

X = P(AB + D) - D

For purposes of this formula: X is the vested amount; P is the
Vested Percentage at the relevant time; AB is the balance in
Employee Accounts 1, 6, and 8 at the relevant time; and D is the
aggregate amount of all prior withdrawals and distributions from
Employee Accounts 1, 6, and 8.

Article VIII. In-Service Withdrawals
-------------------------------------

8.1 Order of Withdrawal. A Member may, upon at least 30 days advance written
-------------------
notice to the Plan Administrator (or upon such later advance written notice the
Plan Administrator may allow in a uniform and nondiscriminatory manner),
withdraw funds from his Account (valued as of the Valuation Date immediately
preceding the date of the withdrawal payment) in the following order:
35
<PAGE>
(a) Supplemental After-Tax Contributions and earnings from
Employee Account 5;

(b) Basic After-Tax Contributions and earnings from Employee Account 4;

(d) the vested portion of Basic Matching Contributions from Employee
Account 1;

(e) the vested portion of Discretionary Matching Contributions from
Employee Account 6;

(f) the vested portion derived from the Harrah's Plans in Employee
Account 8;

(g) all or any part of the amounts transferred from the Holiday Inns,
Inc. Employee's Retirement Plan in Employee Account 9;

(h) Supplemental Before-Tax Contributions from Employee Account 3 (and
earnings credited to the analogous account under the Predecessor
Plan as of December 31, 1988 and transferred to such Account 3); and

(i) Basic Before-Tax Contributions from Employee Account 2 (and earnings
credited to the analogous account under the Predecessor Plan as of
December 31, 1988 and transferred to such Account 2).

(j) Earnings credited to Before-Tax Contributions after December 31,
1988.

8.2 Withdrawal Limitations.
----------------------

(a) General Restriction. If a Member makes a withdrawal under Section
-------------------
8.1, except for a withdrawal under Section 8.1(a), such Member shall
not be eligible for Matching Contributions for the six-month period
beginning on the first day of the month following the month of the
withdrawal.

(b) Additional Restrictions on Withdrawal of Matching Contributions.
------------------------------------------------- -------------
No amounts may be withdrawn under Sections 8.1(d) and (e) unless the
Member making the withdrawal has been participating in the Plan for
at least 60 months or unless the amounts being withdrawn have been
in the Fund for at least 24 months.

(c) Additional Restrictions on Withdrawals from Employee Accounts 2,
---------------------------------------------------- -----------
3, 8, and 9.
-----------

(1) A withdrawal under Sections 8.1(f), (g), (h), (i) and (j) shall
be permitted only upon a Member's Retirement Date or other
Termination of Service, attainment of age 59-1/2, or financial
hardship (except a withdrawal under 8.1(j) shall not be
permitted upon a financial hardship). See also the provisions
of Section 11.2 for distributions allowed upon plan termination
and the restrictions thereon and also the provisions herein
dealing with qualified domestic relations orders.

(2) A withdrawal is on account of financial hardship only if it is
made on account of an immediate and heavy financial need of the
Member and is necessary to satisfy such financial need.

I. For this purpose, a withdrawal is not necessary to the
extent it exceeds the amount necessary (including taxes) to
relieve the need or to the extent the need may be satisfied
from other resources reasonably available to the Member. Under
this Plan, a financial hardship for purposes of a withdrawal on
account of an immediate and heavy financial need of the Member
shall exist if the withdrawal is for:

(A) Expenses for medical care described in Code Section
2.13(d) previously incurred by the Member, the Member's
spouse or any dependents of the Member (as defined in Code
Section 152) or necessary for these persons to attain
medical care described in Code Section 213(d);

<PAGE>
(B) Costs directly related to the purchase of a principal
residence for the Member (excluding mortgage payments);

(C) Payments of tuition and related educational fees for the
next year of post-secondary education for the Member, for
the Member's spouse, children, or dependents (as defined
in Code Section 152); or

(D) Payments necessary to prevent the eviction of the Member
from the Member's principal residence or foreclosure on
the mortgage of that residence.

II. In general, Code Regulation 1.401(k)-1(d)(2)(iii) shall
govern in determining whether the withdrawal is necessary to
satisfy an immediate and heavy financial need. Under this
Plan, a withdrawal shall generally be treated as necessary to
satisfy a financial need if the Member represents in writing as
follows (which the Plan Administrator or its delegee may rely
upon unless the Plan Administrator or its delegee have actual
knowledge to the contrary):

(A) The withdrawal is required to meet an immediate and heavy
financial need, the amount of the withdrawal is necessary
to meet this need, and the requested amount does not
exceed the amount necessary (including taxes) to relieve
the need.

(B) The need cannot reasonably be satisfied by any of the
following:

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

(ii) By liquidation of the Member's assets or those of his
spouse or minor children (which are reasonably
available to the Member) without creating an
additional and heavy financial need;

(iii) By cessation of elective contributions or Employee
contributions (Before-Tax or After-Tax Contributions)
under the Plan;

(iv) By other distributions or nontaxable (at the time of
the loan) loans from plans maintained by the Employer
(including this Plan) or by any other employer, or by
borrowing from commercial sources on reasonable
commercial terms, in an amount sufficient to satisfy
the need.

For purposes of this subparagraph (B), a need cannot
reasonably be relieved by one of the actions listed
above if the effect would be to increase the amount of
the need. For example, the need for funds to purchase
a principal residence cannot reasonably be relieved by
a Plan loan if the loan would disqualify the Member
from obtaining other necessary financing.

(C) The Member understands that the withdrawal will result in
Employer Matching Contributions being suspended for six
months.

(D) That the withdrawal is for one of the four purposes listed
in paragraph I above and such purpose or purposes shall be
identified by the Member.

(E) The Member understands that the application for such a
withdrawal will be reviewed by the Plan Administrator or
its delegee for compliance with the Plan's requirements
for a distribution on account of financial hardship.

The Plan Administrator (or its delegee) shall determine whether a
request for a hardship withdrawal meets the requirements of this
paragraph (2) in accordance with uniform and nondiscriminatory
procedures.

(d) Spousal Consent. Absent a spousal consent meeting the requirements
---------------
of Section 9.1(b), the Plan Administrator shall not permit a
withdrawal to a married Member who has a balance in Employee Account
9 of more than $3,500 (determined as of the date such Account was
initially established under the Predecessor Plan) if such withdrawal
is from such Employee Account 9.

37
<PAGE>
Article IX. Distributions
--------------------------

9.1 Entitlement to Distribution Upon Death of Member.
------------------------------------------------

(a) Death of Member. In the event of a Member's death prior to the
---------------
complete distribution of his Account balance, the Beneficiary of
such Member shall be entitled to receive the entire balance
remaining to the credit of such Member's Account as of the first
Valuation Date coincident with or next following the Member's death,
as provided in Sections 9.3 and 9.4.

(b) Designation of Beneficiary.
--------------------------

(1) General Rule. Each Member may designate one or more persons as
------------
Beneficiary to receive his Account balance in the event of such
Member's death. Each such designation shall be made on a form
provided by the Plan Administrator, shall be effective only
when filed in writing with the Plan Administrator, and shall
revoke all prior designations, subject to the provisions of
paragraph (2) below. Subject to paragraph (2) below, a trust
may be named as a Beneficiary of a Member, but the trust itself
will not be treated as a "designated beneficiary" under the
Code or Code Regulations including Proposed Code Regulations.
If the requirements of Proposed Code Regulation 1.401(a)(9)-1D-
5 are met, the beneficiaries of the trust will be treated as
"designated beneficiaries" in accordance with and subject to
the requirements of Proposed Code Regulation 1.401(a)(9)-1D and
E and other applicable regulations. If a trust is named as
Beneficiary and the requirements of Proposed Code Regulation
1.401(a)(9)-1D-5 are not met, the Member will be treated as not
having a "designated beneficiary" under the Proposed Code
Regulations and accordingly distribution will be made to the
trust in accordance with the five-year rule in Code Section
401(a)(9)(B)(ii).

(2) Rule for Surviving Spouses. A Member's surviving spouse shall
--------------------------
be his sole Beneficiary unless, prior to the Member's death,
one or more other persons have been named pursuant to a
qualified alternate designation (as defined in paragraph (3)
below) made and filed with the Plan Administrator prior to the
Member's death or unless the Plan Administrator determines that
the consent otherwise required under paragraph (3) could not
have been obtained because the Member's spouse could not be
located or because of such other circumstances as the Secretary
of Treasury shall prescribe by Regulation.

(3) Qualified Alternate Designation. A designation shall be a
-------------------------------
qualified alternate designation only if--

(A) the Member, in a signed written instrument, designates by
name one or more persons to be Beneficiary in lieu of, or
along with, his surviving spouse;

(B) the Member's surviving spouse (if any), determined at the
time of the Member's death, has consented in writing to
the naming of such Beneficiary and has acknowledged the
effect of such consent; and

A qualified alternate designation may not be changed without
spousal consent. Any spousal consent to a qualified alternate
designation shall be irrevocable.

(4) Default Beneficiary. If no person is otherwise designated
-------------------
under this subsection, or if a designation is revoked in whole
or in part, or if no designated Beneficiary survives the
Member, the Member's Beneficiary shall be his surviving spouse;
or, if there is no surviving spouse, the surviving children of
the Member in equal shares; or, if there are no surviving
children, then the surviving parent(s) of the Member; or, if
there are no surviving parents, the Member's estate. For
purposes of the foregoing, the term "surviving children" shall
include the children of a Member's deceased child. Such
children shall share equally in any distribution that would
have gone to the Member's child had he been alive.

<PAGE>
If any payment is made under the Plan to any Beneficiary, in
reasonable reliance on (A) a written statement by the Member
that he was unmarried, (B) a spousal consent that on its face
conformed to the requirements set forth above, or (C) evidence
establishing to the Plan Administrator's satisfaction that a
Member's spouse could not be located at the time of a
Beneficiary designation, the Plan's liability for death
benefits shall be satisfied, to the extent of such payment, and
the Plan shall have no liability to any spouse to such extent.

9.2 Distribution Upon Termination of Service for Reasons Other Than Death.
---------------------------------------------------------------------
Upon a Member's Termination of Service for reasons other than death, such Member
shall be entitled to the Vested Balance of his Account as of the Valuation Date
provided in Section 9.4.

9.3 Form of Benefit Payments.
------------------------

(a) Payment to Member. Except as provided in Sections 9.4(b) and 9.6,
-----------------
the distribution of a benefit to a Member pursuant to Section 9.2
shall be made in either of the following ways, as the Member shall
elect:

(1) in a lump sum; or

(2) in installments payable in substantially equal amounts or term
certain annuities continuing over a period certain as elected
by the Member, not exceeding the shorter of 15 years, the
Member's life expectancy, or the life expectancy of the Member
and his Beneficiary.

provided that subject to the Code and Code Regulations the first distribution to
a Member after Termination of Service may, at the Member's election, be a
partial payment of his vested Account balance and any subsequent distribution
shall conform to (1) or (2) above.

(b) Payment to Beneficiary. Subject to the provisions below, a
----------------------
Beneficiary entitled to payment under this Article may elect to
continue receiving the benefits under the method of payment in
effect when the Member died or be paid the remaining Account balance
in a single lump sum distribution.

If a Member dies before the time the distribution is considered to
have commenced in accordance with the Code or Code Regulations or
Proposed Code Regulations (i.e. before April 1 of the year after the
year that the Member reaches age 70 1/2), the method of distribution
shall satisfy the following requirements:

(1) any remaining portion of the Member's interest that is not
payable to a designated beneficiary (as defined under Code
Regulations or Proposed Code Regulations) will be distributed
within five years after the Participant's death; and

(2) any portion of the Member's interest that is payable to a
designated beneficiary (as defined in Code Regulations or
Proposed Code Regulations) will be distributed either (i)
within five years after the Member's death, or (ii) over the
life of the Beneficiary or over a period certain not extending
beyond the life expectancy of the Beneficiary, commencing not
later than the end of the calendar year following the calendar
year in which the Member died (or, if the designated
Beneficiary is the Member's surviving spouse, commencing not
later than the end of the calendar year following the calendar
year in which the Member would have attained age 70 1/2).

Subject to Sections 9.4(b) and 9.6 herein and further subject to the
limitations of the Code and Code Regulations or Proposed Code
Regulations, the distribution options described in Section 9.3(a)
above will be offered to a designated beneficiary (as defined under
Code or Proposed Code Regulations) whenever the Member dies. The
distribution options in Section 9.3(a) will also be offered to
satisfy subsection 9.3(b)(2)(ii) above, and for this purpose the
term "Member" in Section 9.3(a) will refer to the designated
beneficiary (except that if the designated beneficiary is not the
Member's spouse, the words "or the life expectancy of the Member and
his Beneficiary" at the end of 9.3(a)(2) shall not be applicable).
Distribution options offered to a Beneficiary who is not an
individual shall be those described in the first sentence of this
Section 9.3(b) except that if the Member dies before April 1 of the
year

<PAGE>
following his/her reaching age 70 1/2, the five-year rule of Code
Section 401(a)(9)(B)(ii) shall apply.

In the event a Beneficiary dies, any remaining balance payable to
such Beneficiary shall be distributed to the Beneficiary's estate
(except where the Beneficiary is the Member's spouse and such spouse
had submitted a beneficiary form designating an individual as a
Beneficiary prior to the spouse's death). The distribution options
available to a deceased Beneficiary's estate or to a designated
individual Beneficiary of a deceased spouse-Beneficiary will be a
continuation of the payments being made to the deceased Beneficiary
at the time of his/her death or a lump sum payment (but any
distribution shall in any event be completed by the end of the
normal life expectancy of the deceased Beneficiary (measured at the
time of the Employee's death) or within five years after the
Member's death if the five-year rule applies), provided that, in
--------
cases where the deceased Beneficiary is the spouse of a deceased
Member, and if such spouse had, prior to such spouse's death,
submitted a beneficiary form to the Administrator designating an
individual as his/her Beneficiary, then such individual Beneficiary
may (in addition to the option of receiving a lump sum or the
continuation of existing payments) elect to receive annual
installments or a term certain annuity (commencing not later than
December 31 of the year following the spouse-Beneficiary's death)
over a period of up to 15 years, but in any event such period will
not exceed the life expectancy of the individual Beneficiary
(measured at the time of the spouse's death) named by the spouse and
further will not exceed the life expectancy of the spouse (measured
at the time of the Employee's death) if the spouse died after April
1 of the year following the Member's reaching age 70 1/2."

(c) Earnings and Losses. Amounts payable hereunder shall continue to
-------------------
accrue earnings and losses under Section 6.3 pending such payment.

(d) Compliance With Certain IRS Requirements. Notwith-standing anything
----------------------------------------
herein, distributions from the Plan will be made in accordance with
the requirements of the Regulations under Code Section 401(a)(9),
including the minimum distribution incidental benefit requirements
of Section 1.401(a)(9)-2 of the proposed Code Regulations.

9.4 Time of Benefit Payments.
------------------------

(a) General Rule. Except as otherwise provided in this Section 9.4 and
------------
Section 9.8, distribution of benefits under the Plan shall commence
as soon as practicable following the Valuation Date coincident with
or next following the later of (1) the Member's Retirement Date or
(2) the Member's other Termination of Service.

(b) Small Amounts. If a Member incurs a Termination of Service and the
-------------
Vested Balance of his Account as of the first Valuation Date
coincident with or next following such Termination of Service is not
greater than $3,500, distribution shall be made in a single lump sum
in cash as soon as practicable following said Valuation Date.

(c) Earlier Distribution Upon Consent. If a Member incurs a Termination
---------------------------------
of Service and his Account balance as of the first Valuation Date
coincident with or next following such Termination of Service is
greater than $3,500 distribution may commence as soon as practicable
after the Valuation Date next following the date on which the Member
requests, in writing, for an early distribution of his Account.

(d) Distributions Upon Death. A distribution to a Beneficiary pursuant
------------------------
to Section 9.1 shall be made as soon as practicable following the
first Valuation Date coincident with or next following the Member's
death.

For purposes of Sections 9.4(b) and (c) above, written consent of
the Participant is required before the commencement of the
distribution of any portion of an accrued benefit if the present
value of the nonforfeitable total accrued benefit is greater than
$3,500. The consent requirements are deemed satisfied if such value
does not exceed $3,500 and the Plan may distribute such portion to
the Participant as a single sum. Present value for this purpose
shall be the Participant's Vested Balance of his or her Account as
of the applicable Valuation Date. If the present value determined
at the time of a distribution to the Participant exceeds $3,500,
then the present value at any subsequent time shall be deemed to
exceed $3,500. The foregoing consent requirements do not apply to
situations where consent is not required by applicable law.

40
<PAGE>
(e) The notice required by Section 1.411(a)-11(c) of the Code
Regulations will be provided no less than 30 days and no more than
90 days before the annuity starting date.

(f) If a distribution is one to which Sections 401(a)(11) and 417 of the
Internal Revenue Code do not apply, such distribution may commence
less than 30 days after the notice required under Section 1.411(a)-
11(c) of the Code Regulations is given, provided that:

(1) the Plan Administrator clearly informs the
Participant that the Participant has a right to a period
of at least 30 days after receiving the notice to
consider the decision of whether or not to elect a
distribution (and, if applicable, a particular
distribution option), and

(2) the Participant, after receiving the notice,
affirmatively elects a distribution.

9.5 Incidental Death Benefit. Once distribution to the Member has commenced
------------------------
under Section 9.4, the minimum amount which must be distributed each calendar
year shall be determined by dividing the balance in the Member's Account by the
"applicable divisor." The "applicable divisor" shall be determined under
Regulations issued under the incidental death benefit requirements of Code
Section 401(a)(9).

9.6 Distribution of Employee Account 9. If a Member's Employee Account 9
----------------------------------
exceeds $3,500 (determined as of the date such Account was initially established
under the Predecessor Plan), distribution of such Employee Account 9 must
conform with the following:

(a) Normal Form of Payment.
----------------------

(1) Unmarried Member. The form of benefit payable to an unmarried
----------------
Member shall be the single life annuity described in subsection
(c)(1) unless the Member consents to payment in another form.

(2) Married. The form of benefit payable to each married Member
-------
shall be the qualified joint and survivor annuity as defined in
Code Section 417, unless he consents to another form of payment
in accordance with the rules described in this Section. A
Participant who elects to receive a distribution on or after
the obtainment of the Participant's Early Retirement Date (that
is, the earliest date on which the Participant can elect to
receive retirement benefits from Employee Account 9 under the
Plan), will receive the distribution in the form of a qualified
joint and survivor annuity unless the Participant and the
Participant's spouse consent to payment in another form. The
"qualified joint and survivor annuity" is a reduced monthly
benefit commencing on the Member's benefit commencement date
and payable throughout his lifetime, with 50 percent of that
monthly amount continuing for life to his surviving spouse,
beginning on the first day of the month following his date of
death. The qualified joint and survivor annuity shall be the
actuarial equivalent of the single life annuity described in
subsection (c)(1).

(A) Explanation of Qualified Joint and Survivor Annuity. The
------------------------------------------- -------
Plan Administrator shall provide to each Member a written
explanation of the qualified joint and survivor annuity
between 30 and 90 days before the Member's Annuity
Starting Date. The written communication shall explain the
terms and conditions of the annuity; the Member's right to
waive, and the effect of an election to waive the annuity;
the right of the Member's spouse to refuse to consent to a
waiver of the annuity; and the right to revoke, and the
effect of a revocation of an election to waive the
annuity; and the relative value of optional forms of
payment available under the Plan.

(B) Waiver of the Qualified Joint and Survivor Annuity. The
------------------------------------------ -------
Member may elect to waive the qualified joint and survivor
annuity, and may revoke any such election during the
election period. Each election must be in writing and
must satisfy all of the following conditions: (i) The
Participant's spouse consents in writing to the election
and the spouse's consent is witnessed by a plan
representative or notary public; (ii) The Participant's
waiver and the spouse's consent state the specific
non-spouse beneficiary (including any class of
beneficiaries or contingent beneficiaries) and the
particular optional form of

41
<PAGE>
benefit, neither of which may be further modified (except
back to a qualified joint and survivor annuity) without
subsequent spousal consent (unless expressly permitted by
the spouse); and (iii) The spouse's consent acknowledges
the effect of the election; provided that spousal consent
shall not be required if the Participant provides the
Administrator with satisfactory evidence that such consent
cannot be obtained because his spouse cannot be located or
because of other circumstances described in Treasury
Regulations.

(C) Election Period. The election period for waiving the
---------------
qualified joint and survivor annuity shall be the 90-day
period ending on the Member's Annuity Starting Date.

(D) Election of 75 Percent Survivor Annuity. The Member may
---------------------------------------
elect to receive a 75 percent joint and survivor annuity
with his spouse as his joint annuitant, which shall be the
actuarial equivalent of the qualified joint and survivor
annuity, and he shall not be required to have his spouse's
consent to make the election.

(b) Election of Optional Form of Payment. Subject to the restrictions
------------------------------------
described in subsection (a), the Member who is entitled to elect an
optional form of payment may elect, or revoke a previous election
and make a new election, within the 90-day period ending on his
Annuity Starting Date, to receive his benefits in one of the
optional forms described in subsection (c). Each election shall be
in writing on a form prescribed by the Plan Administrator.

(c) Description of Optional Forms of Payment. The value of each
----------------------------------------
optional form of payment shall be that which can be provided by the
funds credited to the Member's Employee Account 9 as of the date
benefits commence; and unless the Beneficiary is the Member's
spouse, no option may be elected unless the periodic annuity
payments payable to the Beneficiary do not exceed the "applicable
percentage" (as defined in Regulations issued under Code Section
401(a)(9)) of the annuity payments payable to the Member.

(1) Single Life Annuity. The single life annuity is a monthly
-------------------
benefit commencing on the Member's Annuity Starting Date and
payable throughout his lifetime, ending with the last payment
due on the first day of the month in which his death occurs.

(2) Joint and Survivor Annuity. An unmarried Member, or a married
--------------------------
Member who has properly waived the qualified joint and survivor
annuity under subsection (a), may elect to receive an annuity
in the form of a reduced monthly benefit commencing on his
Annuity Starting Date and payable throughout his lifetime, with
either 25 percent, 50 percent, or 75 percent of that monthly
amount continuing for life to his surviving joint annuitant,
beginning on the first day of the month following the Member's
date of death.

(3) Ten Years Certain and Life Annuity. An unmarried Member or a
----------------------------------
married Member who has properly waived the qualified joint and
survivor annuity may elect to receive his annuity in the form
of a reduced monthly benefit commencing on his Annuity Starting
Date and payable throughout his lifetime, ending with the last
payment due on the first day of the month in which his death
occurs; provided that if the Member dies within the ten-year
period following his Annuity Starting Date, payments shall
continue to his Beneficiary for the remainder of the ten-year
period. In the event the Beneficiary dies within the ten-year
period and there is no contingent Beneficiary, the actuarial
equivalent of any remaining monthly payments shall be paid in a
lump sum to the Member's estate.

(4) Other Forms of Payment. Subject to obtaining appropriate
----------------------
consents and waivers described in subsection (a) the Member may
elect a lump sum payment or other form of payment permitted
under Section 9.3.

(d) Effect of Death on Optional Forms of Payment.
--------------------------------------------

(1) Death Before Benefit Commencement Date. In the event a Member
--------------------------------------
has elected an optional form of payment and either the Member
or his Beneficiary or joint annuitant dies before the Member's
Annuity Starting Date, the election will not become effective.

<PAGE>
(2) Death After Annuity Starting Date. If both the Member who has
---------------------------------
elected an optional form of payment and his Beneficiary or
joint annuitant are living on his Annuity Starting Date, the
subsequent death of either shall not cancel or otherwise affect
the elected form of payment.

(e) Preretirement Death Benefits.
----------------------------

(1) Married Member. The surviving spouse of the vested Member who
--------------
dies before his Annuity Starting Date shall receive a monthly
benefit in the form of a survivor annuity. This annuity is
intended to satisfy the requirements of Code Section 417
related to qualified preretirement survivor annuities.
The Plan shall provide the death benefit without any charge to
the Member for the cost of coverage. The Participant may not
waive this death benefit coverage.

(2) Amount of Spouse's Benefit. The surviving Spouse shall receive
--------------------------
a monthly benefit equal to the amount that can be provided by
one-half the value of the Member's Employee Account 9. In lieu
of this monthly benefit, the surviving spouse may elect any
other form of payment permitted under Section 9.3(b).

(3) Commencement Date of Spouse's Benefit. The preretirement death
-------------------------------------
benefit shall be payable to the surviving spouse of the Member
who dies before his Normal Retirement Date, on the first day of
each month commencing in the month following the date that
would have been his Normal Retirement Date if he had survived,
provided, however, that the surviving spouse may direct that
such payments commence at any earlier date. The surviving
spouse may direct the commencement of payments under the
qualified pre-retirement survivor annuity within a reasonable
time after the Member's death. A surviving spouse shall not be
required to begin receiving benefits under a qualified
pre-retirement survivor annuity prior to the time the Member
would have obtained the later of age 62 or normal retirement
age (as defined in Code Section 411(a)(8)), except where the
present value of the nonforfeitable benefit does not exceed
$3,500. The preretirement death benefit shall be payable to
the surviving spouse of the Member who dies after his Normal
Retirement Date, on the first day of each month commencing in
the month following the Member's date of death. The last
payment shall be due on the first day of the month in which the
surviving spouse's death occurs.

(4) Unmarried Member. A Member who is not legally married as of
----------------
the date of his death shall have the balance in his Employee
Account 9 distributed to his designated Beneficiary in
accordance with Section 9.1.

(f) Delayed Retirement.
------------------

(1) Benefit Commencement Date. Benefits payable from Employee
-------------------------
Account 9 to a Member who remains employed after his Normal
Retirement Date shall commence on the first day of the month
following his actual retirement.

(2) Notice to Participants. The Committee shall provide to each
----------------------
Member who postpones retirement, during the month next
following the month in which he attains age 65, a written
notice containing (A) a statement that his benefit payments
will be suspended until the date he actually retires, except
that benefits will be paid during any month when he fails to
accrue at least 40 Hours of Service; (B) a description of the
reasons why his benefit payments are being suspended; i.e.,
because he has continued employment after his Normal Retirement
Date for at least 40 Hours of Service per month; (C) a general
description of the Plan provisions relating to the suspension
of benefit payments and a photocopy of this Section; (D) a
statement that applicable Department of Labor Regulations may
be found in Section 2530.203-3 of Title 29 of the Code of
Federal Regulations; and (E) a statement that the Member may
seek review of his benefit suspension by invoking the claims
procedures described in Section 12.7.

9.7 Distribution of Employee Account 10. Notwithstanding anything in this
-----------------------------------
Article IX to the contrary, distribution of a Member's balance in Employee
Account 10 shall be subject to the following:

<PAGE>
(a) Form of Distribution. Unless the Member elects to receive his
--------------------
distribution in Stock, distribution of Employee Account 10 shall be
in cash, and shall be distributed at the time and in the manner
specified elsewhere in this Article IX. If a Member elects to
receive his distribution of Employee Account 10 in Stock,
distribution shall be in whole shares of Stock either credited to
such Account or purchased with cash or other non-Stock assets
allocated to such Account, plus a supplemental cash payment equal to
the sum of any fractional share of Stock credited to such Account
and the Member's allocable share of any non-Stock assets to the
extent that such assets are not sufficient to purchase additional
Stock for distribution. A Stock distribution of Employee Account 10
shall be paid as a lump sum and shall be subject to the Article IX
provisions relating to lump sum distributions.

(b) Required Commencement Date. Distribution of a Member's balance in
--------------------------
Employee Account 10 must begin by the time prescribed by Code
Section 409(o). Accordingly, if the Member elects, the distribution
of his Employee Account 10 will commence not later than one year
after the close of the Plan Year (i) in which the Member has a
Termination of Service by reason of attaining age 65, disability, or
death, or (ii) which is the fifth Plan Year following the Plan Year
in which the Member otherwise has a Termination of Service, except
that this clause shall not apply if the Member is reemployed by the
Company or an Affiliate before such year. If the present value of
the vested balance of the Employee's Account (inclusive of all
subaccounts) is less than $3,500 as of the Valuation Date coincident
with or next following the Member's Termination of Service (except
if the present value of the vested balance of such Account at the
time of a previous distribution exceeded $3,500), or if the Member
has a Termination of Service and has attained age 65, distribution
of the balance of Account 10 shall be made as soon as practicable
following said Termination of Service and the Member's consent or
election shall not be required for such distribution. For purposes
of this subsection (b), the balance of a Member's Employee Account
10 shall not include any Stock acquired with the proceeds of an
Exempt Loan until the close of the Plan Year in which such loan is
repaid in full.

(c) Put Options and Rights of First Refusal. If Stock is distributed
---------------------------------------
from the Plan at a time when it is not readily tradable on an
established public market, then the provisions of this Section shall
apply in the case of a Member or any other distributee of the Stock
who may be legally subject to the following rules.

(1) The distributee shall have the right to require that the
Employee repurchase such Stock under reasonable payment terms
and at a price per share determined in accordance with Section
6.4(a). This put option shall continue during a period of at
least 60 days following the date of distribution of the Stock
and, if not exercised within such period of 60 days, during the
first 60 days in the following Plan Year. This right shall be
granted in accordance with Code Section 409(h) and all
applicable Regulations.

(2) Stock acquired with the proceeds of an Exempt Loan shall be
subject to a right of first refusal whereby the Company shall
be entitled to purchase such Stock at a selling price and under
other terms not less favorable to the seller than (i) the
purchase price and other terms offered by a buyer other than
the Company pursuant to a good faith offer to purchase the
Stock, or (ii) if more favorable to the seller than clause (i),
the value of the Stock determined in accordance with Section
6.4(a). The right of first refusal must lapse no later than 14
days after the holder of the Stock gives written notice to the
Employer that an offer by a third party to purchase the Stock
has been received.

9.8 Limitations on Distributions. Notwithstanding the foregoing provisions of
----------------------------
this Article IX, unless the Member otherwise elects in writing, distribution to
a Member shall not take place later than the sixtieth day after the close of the
Plan Year in which the latest of the following events occurs:

(a) the Member attains age 65;

(b) the Member attains the tenth anniversary of the date on which he
commenced participation in the Plan; or

In any event, the payment of benefits to a Member shall commence no later than
April 1 following the calendar year in which the Member attains age 70-1/2.

44
<PAGE>
All distributions under this Plan shall be made in accordance with Code Section
401(a)(9) and the Regulations thereunder.

9.9 Eligible Rollover Distributions. Notwithstanding any provision of the Plan
-------------------------------
to the contrary that would otherwise limit a distributee's election under this
Article IX, 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.

Definitions:
-----------

(a) Eligible rollover distribution: An eligible rollover distribution
is any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under 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).

(b) 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.

(c) Distributee: A distributee includes an employee or former employee.
In addition, the employee's or former employee's surviving spouse and the
employee's or former employee's spouse or former spouse who is the alternate
payee under a 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.

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

9.10 Plan to Plan Transfer. Notwithstanding any provision of the Plan to the
---------------------
contrary that would otherwise limit a distributee's election under this Article
IX, subject to the approval of the plan Administrator in its sole discretion and
at the time and in manner prescribed by the Plan Administrator, a Participant
who is entitled to a lump sum distribution within the meaning of Code Section
402(e) from the Plan may elect instead to have the amount of such distribution
paid directly to The Predecessor Plan. If elected by the Participant and
authorized by the Plan Administrator, such a plan-to-plan transfer must be made
to the recipient plan by the Trustee within two months after the Participant's
admission or re-admission to The Predecessor Plan.

+ Article X. Loans to Members
----------------------------

10.1 Administrator Authorized to Make Loans.
--------------------------------------

(a) Current Employees. Upon application of a Member who is currently
-----------------
employed by the Company or an Affiliate, the Plan Administrator may
direct the Trustee to make a cash loan to the Member from the Vested
Balance of the Member's Account (except for the Vested Balance
attributable to Employee Account 10). Whether such loans are made,
as well as their amounts and terms, shall be in the sole discretion
of the Plan Administrator (exercised in a nondiscriminatory manner)
subject to the provisions of this Article. Appropriate disclosure
shall be made pursuant to the Truth in Lending Act to the extent
applicable. A Member cannot have more than one loan outstanding at
any one time, except the Plan Administrator, in his direction, may
permit a Member to have two outstanding loans if one such loan is
for the purpose of acquiring, constructing, reconstructing, or
substantially rehabilitating the principal residence of such Member
or a person in his immediate family.

(b) Other Eligible Persons. Loans shall also be available on a
----------------------
reasonably equivalent basis to a Member or Beneficiary who is a
party in interest, as such term is defined in ERISA Section 3(14).

(c) Owner-Employees and Shareholder-Employees. Notwithstanding any
-----------------------------------------
other provision of this Article, no loan shall be made to an
owner-employee, a member of the family of an

45
<PAGE>
owner-employee, or a shareholder-employee, as such terms are defined
in Code Section 4975(d), except as permitted under the applicable
provisions of ERISA and the Code and Regulations promulgated
thereunder.

10.2 Amount of Loans.
---------------

(a) Minimum Amount. The minimum amount of any loan permitted under this
--------------
Article shall be $500.

(b) Maximum Amount. The amount of such loan (when added to the
--------------
outstanding balance of all loans to the Member from his Account)
shall not exceed the lesser of--

(1) $50,000, reduced by the excess (if any) of--

(A) the highest outstanding balance of loans from the Plan
during the one-year period ending on the day before the
loan was made, over

(B) the outstanding balance of loans from the Plan on the date
the loan is made; or

(2) 50 percent of the Vested Balance of the Member's Account at the
relevant time (excluding the Vested Balance attributable to
Employee Account 10).

(c) Collateral. The Vested Balance of the Account equal to the amount
----------
of the loan shall be used as collateral to secure the loan.

10.3 Interest. Each loan made under the Plan shall bear a reasonable rate of
--------
interest fixed by the Plan Administrator. The interest rate shall be the
average of the rates charged by The Hospitality Credit Union on loans secured by
passbook savings accounts, adjusted as necessary to ensure that the rate charged
on a Plan loan shall provide a return commensurate with the interest rates
charged by persons in the business of lending money under similar circumstances.
The interest rate shall remain unchanged for the life of the loan. The Plan
Administrator shall periodically review the interest rate.

10.4 Term. A loan shall be for the term (in whole year increments) requested by
----
the Member but shall not exceed five years (except in the case of loans used to
acquire the principal residence of the Member, which shall be for a reasonable
term determined at the time the loan is made). Loans shall be made as of a
Valuation Date chosen by the Plan Administrator.

10.5 Repayment.
---------

(a) Loans shall be repaid in equal installments, one per pay period (but
in no event less than quarterly), representing a combination of
interest and principal, sufficient to amortize the loan during its
term.

(b) Payments by active Employees shall be made through payroll
withholding or such other means acceptable to the Plan Administrator
in his sole and absolute discretion.

(d) Beneficiaries and Members who are not currently employed, and who
are parties-in-interest as defined in ERISA Section 3(14), must
repay any loan either in one full amount or in accordance with the
terms of a promissory note signed by such Beneficiary or Member.

10.6 Accounting for Loans. Loan proceeds distributed to the Member shall be
--------------------
charged, on a pro rata basis, to each Investment Fund in which his Account is
--- ----
invested. Repayments of principal and interest shall be allocated on a pro rata
--- ----
basis to each Investment Fund in which the Member's Account is invested at the
time of such repayment.

10.7 Documents. No loan under this Article shall be made until the Member has
---------
completed on the appropriate form, and submitted to the Plan Administrator, the
following:

(a) a loan application setting forth such information as the Plan
Administrator deems appropriate; and

<PAGE>
(b) a promissory note designating the Trustee as payee; stating the
amount, term, repayment schedule, interest rate, and other terms and
conditions consistent with this Article; authorizing the Employer to
make payroll withholdings equal to the installment amounts
determined under Section 10.5(a); and granting a conditional
security interest in the Member's Vested Balance in his Account to
the Trustee as security for repayment of the loan.

10.8 Default. A loan shall be considered in default when all or any part of a
-------
scheduled payment shall be more than 60 days past due. The Plan Administrator
may grant an additional grace period of 30 days in a uniform and
nondiscriminatory manner. Upon default of a loan, the total principal and
interest remaining due shall be deducted from the Member's Account and treated
as if it were a distribution made to the person receiving the loan.
Notwithstanding the foregoing, upon default by an Eligible Employee under the
age of 59 l/2, the portion of the outstanding loan balance related to the
Employee's Before-Tax Contributions or earnings thereon shall remain an
outstanding loan without accruing additional interest until such time as the
Employee terminates employment or attains age 59 l/2. An Eligible Employee with
a loan in default may not receive a distribution of the loan collateral until
such time as the loan has been completely repaid.

10.9 Spousal Consent. Absent a spousal consent meeting the requirements of
---------------
Section 9.1(b), the Plan Administrator shall not permit a loan to a married
Member who has a balance in Employee Account 9 of more than $3,500 (determined
as of the date such Account was initially established under the Predecessor
Plan) if such loan is to be secured, all or in part, by such Employee Account 9.
Written spousal consent to the use of a Participant's accrued benefit under
Account 9 as security for a loan must be obtained within the 90-day period
ending on the date on which the loan is to be secured.

Article XI. Amendment and Termination
--------------------------------------

11.1 Amendment and Termination. The Company expects the Plan to be permanent,
-------------------------
but the Company must necessarily and does hereby reserve the right to amend or
modify in any respect, or to terminate, the Plan at any time, for any reason
whatsoever, by the action of the Board of Directors. The Company may make any
modifications or amendments to the Plan, retroactively if necessary or
appropriate, to qualify or maintain the Plan as a plan meeting the requirements
of Code Section 401(a) or of ERISA, or the Regulations issued thereunder.

To the extent permitted by applicable law, the Company hereby reserves the right
to terminate the employee stock ownership plan made up of Investment Fund V at
any time, for any reason whatsoever, by action of the Board of Directors without
terminating the remainder of the Plan.

No amendment of the Plan shall cause any part of the Fund to be used for or
diverted to purposes other than the exclusive benefit of the Members, their
surviving spouses, or their Beneficiaries covered by the Plan. No plan
amendment may decrease the accrued benefit of any Member. Retroactive plan
amendments may not decrease the accrued benefit of any Member determined as of
the time the amendment was adopted. The Chief Executive Officer shall have the
right to amend or modify the Plan; provided, however, that such amendments shall
be administrative in nature, or mandated by any applicable law.

The Plan may be amended or terminated under this Section without the vote of the
stockholders of the Company, except to the extent that stockholder approval is
required by Rule 16b-3, promulgated under Section 16 of Securities Exchange Act
of 1934, as amended.

11.2 Vesting on Termination or Partial Termination. Upon a complete or partial
---------------------------------------------
termination of the Plan or complete discontinuance of contributions to the Plan
(within the meaning of Treasury Regulation Section 1.41(d)-2), no further
contributions shall be made under the Plan; all accrued benefits credited to the
Account of each Member (or, in the case of a partial termination, each affected
Member within the meaning of Treasury Regulation 1.41(d)-2) shall fully vest;
and the Accounts of any affected Members shall be distributed at the time and in
the manner specified in Article IX. Amounts attributable to elective
contributions (Basic Before-Tax Contributions and earnings thereon and
Supplemental Before-Tax Contributions and earnings thereon) may not be
distributed earlier than upon one of the following events:

(1) The Employee's retirement, death, disability or separation from
service.

(2) The Employee's attainment of age 59 1/2 or the Employee's
financial hardship as described in Section 8.1(c)(2) except
that earnings credited to any Before-Tax Contributions after
December 31, 1988 may not be withdrawn on account of an
Employee's financial hardship.

(3) The termination of the Plan without establishment or
maintenance of another defined contribution plan (other than an
Employee Stock Ownership Plan as defined in Code Section
4975(e) or 409 or a simplified employee pension as defined in
Code Section 4.08(k)) subject to the provisions of
1.401(k)-1(d)(3) of the Code Regulations.

<PAGE>
(4) The date of the sale or other disposition by the Company of
substantially all the assets (within the meaning of Section
409(d)(2)) used by the Company in a trade or business of the
Company to an unrelated corporation.

(5) The date of the sale or other disposition by the Company of its
interest in the Employer subsidiary (within the meaning of Code
Section 409(d)(3) to an unrelated entity or individual.

11.3 Merger, Consolidation, or Transfer. In the case of any merger or
----------------------------------
consolidation of the Plan with, or any transfer of assets and liabilities of the
Plan to, any other plan, provision shall be made so that each Member would, if
the Plan were then terminated, receive a benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the benefit he
would have been entitled to receive immediately before the merger,
consolidation, or transfer if the Plan had then been terminated.

11.4 Effect of Change in Control. The following provisions shall govern in the
---------------------------
event that an Employer or Division, or any part of the assets of an Employer, is
acquired by, or merged into, a nonaffiliated company, or in the event a
nonaffiliated company acquires substantially all the outstanding stock of an
Employer:

(a) The amounts credited to the Accounts of the Employees who are
involved in such acquisition or merger shall become 100 percent
vested whether or not this Plan is continued or assumed and whether
or not the successor company has or establishes a comparable plan.
An Employee of an Employer (other than the Company) or Division
shall be deemed "involved" if his employment is terminated by reason
of the acquisition or merger or transferred (from the controlled
group consisting of the Company and its Affiliates) by reason of the
acquisition or merger. Employees of the Company shall be deemed
"involved" if their employment is terminated by reason of the
acquisition or merger or if they continue in the employment of the
Company after control of the Company changes hands.

(b) Subject to subsection (a), if the nonaffiliated successor company
shall have agreed to establish, or shall have, a plan substantially
comparable to this Plan (as determined by the Trustees), then the
Plan assets allocable to the Employees involved in the acquisition
or merger may be transferred to the plan so established by the
successor company subject, however, to the receipt of a favorable
determination letter from the Internal Revenue Service or opinion of
counsel of the successor company satisfactory to the Trustees that
such successor plan is a tax-exempt plan and trust under the
applicable provisions of the Code.

(c) Subject to subsection (a), if a nonaffiliated successor company
acquires substantially all of the stock or assets of the Company by
merger or acquisition or otherwise, then such successor company may
assume this Plan as the sponsoring company.

(d) If an Affiliate or other entity that owns 50 percent or more of the
Company's outstanding common stock acquires the Company or
substantially all of its assets or stock, then the affiliated
company may assume the Plan and the Plan shall then continue in
effect without interruption and without an acceleration in vesting.

For a corporate transaction that does not constitute a merger or acquisition,
the Human Resources Committee shall determine, in its sole and absolute
discretion, whether a change in control has occurred and whether the provisions
of this Section 11.4 shall apply with respect to affected Employees.

Article XII. Administration of the Plan
----------------------------------------

12.1 Plan Administrator.
------------------

(a) The general administration of the Plan shall be carried out by the
Company or its delegates, who shall act as the "administrator"
within the meaning of Title 1 of ERISA. The Plan Administrator and
the Trustees shall be the "named fiduciaries" within the meaning of
Title I of ERISA. To the extent not prohibited by law or applicable
rules or regulations, the Plan Administrator shall have the
authority to delegate to one or more persons the duties and
responsibilities of the Plan Administrator.

(b) Notwithstanding subsection (a), each Member shall be a named
fiduciary for purposes of Section 403(a) of ERISA but solely with
respect to the issuance of instructions to the Trustee--

48
<PAGE>
(1) to tender or not to tender the Member's Company Stock Share
pursuant to Section 14.1 of the Trust Agreement; and

(2) to vote Stock pursuant to Section 6.4(d) of the Plan.

12.2 Appointment and Resignation of Trustees. The Board of Directors may
---------------------------------------
remove any Trustee at any time. In the event of the removal, death,
resignation, or inability to act of a Trustee, said Board of Directors may
appoint a successor. A Trustee may resign at any time, effective upon
delivering a written resignation to the Board of Directors or the Secretary or
Assistant Secretary of the Company.

12.3 Powers and Duties of the Plan Administrator. Except as to powers and
-------------------------------------------
duties and the determination of questions expressly reserved herein to the
Trustees, the Plan Administrator shall have full charge of the administration of
this Plan with all discretionary powers and authority to enable it properly to
carry out its duties including (without limitation) the authority to determine
all questions relating to (a) the interpretation of the Plan; (b) the
eligibility of Participants; (c) the dates and other considerations regarding
participation or termination of employment; (d) the benefit to which any Member
or his surviving spouse or beneficiary may become entitled hereunder; (e) to
construe the Plan and the Rules of the Plan; (f) to determine questions of
eligibility and vesting of Participants; (g) to determine entitlement to
allocations of contributions and forfeitures and to distributions of
Participants, former Participants, Beneficiaries, and all other persons; (h) to
make findings of fact as necessary to make any determinations and decisions in
the exercise of such discretionary power and authority; (i) to conduct claims
procedures as provided in Section 12.7; and (j) to delegate any power or duty to
any firm or person engaged under Section 12.8 or to any other person or persons.
The Plan Administrator shall also have the right to authorize disbursements
under the Plan, subject to any required withholdings. All interpretations under
the Plan and all determinations of fact made in good faith by the Plan
Administrator (or delegees thereof) shall be binding on the Members and all
other interested persons.

12.4 Action by Majority of the Plan Administrator. To the extent that the Plan
--------------------------------------------
Administrator has delegated its power and authority to a committee, all action
by such committee hereunder shall be authorized either by a majority vote of all
members of such committee present at a meeting (provided a quorum of all members
is present), or by a writing signed by a majority of all all members of such
committee.

12.5 Rules and Regulations of the Plan Administrator. The Plan Administrator
-----------------------------------------------
may make such rules and regulations in connection with its administration of the
Plan as are consistent with the terms and provisions hereof (the "Rules of the
Plan").

12.6 Conclusiveness of Reports, Etc. The Trustees, the Plan Administrator and
------------------------------
the Company and any other Employer and their officers and directors, shall be
entitled to rely upon all tables, valuations, certificates, and reports
furnished by any enrolled actuary selected by the Plan Administrator, upon all
certificates and reports made by any accountant selected by the Plan
Administrator, the Company, or any other Employer, and upon all opinions given
by any legal counsel selected by the Plan Administrator (which may include in-
house counsel of the Company). The Trustees, the Plan Administrator and the
Company and any other Employers and their officers and directors, shall be fully
protected with respect to any action taken or suffered by them in good faith in
reliance upon any such actuary, or counsel, and all action so taken or suffered
shall be conclusive upon all persons.

12.7 Claims Procedure. If any claim for benefits under the Plan is wholly or
----------------
partially denied, the claimant shall be given notice in writing of such denial
within 90 days after receipt of the claim (or within an additional 90 days if
special circumstances require an extension of time, and written notice of the
extension shall be furnished to the claimant). Notice of the denial shall set
forth the following information:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent Plan provisions on which denial is
based;

(c) 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;

(d) an explanation that a full and fair review by the Plan Administrator
of the decision denying the claim may be requested by the claimant
or his authorized representative by filing with the Plan
Administrator, within 60 days after such notice has been received, a
written request for such review; and

49
<PAGE>
(e) if such request is so filed, the claimant or his authorized
representative may review pertinent documents and submit issues and
comments in writing within the same 60-day period specified in
subsection (d) above.

The decision of the Plan Administrator upon review shall be made promptly, and
not later than 60 days after the Plan Administrator's receipt of the request for
review, unless special circumstances require an extension of time for
processing, in which case the claimant shall be so notified and a decision shall
be rendered as soon as possible, but not later than 120 days after receipt of
the request for review. If the claim is denied, wholly or in part, the claimant
shall be given a copy of the decision promptly. The decision shall be in
writing and shall include specific reasons for the denial, shall include
specific references to the pertinent Plan provisions on which the denial is
based, and shall be written in a manner calculated to be understood by the
claimant. The Plan Administrator's decision on the appeal may be reviewed by
the Board of Directors which shall have the right to overrule the Plan
Administrator. The Plan Administrator and the Board of Directors shall have
full discretionary power and authority to construe the Plan and the Rules of the
Plan, to determine questions of eligibility, vesting and entitlements and to
make findings of fact as under Section 12.3 and, to the extent permitted by law,
the decision of the Plan Administrator (if no review is properly requested) or
the decision of the Board of Directors on review, as the case may be, shall be
final and binding on all parties except to the extent found by a court of
competent jurisdiction to constitute an abuse of discretion.

12.8 Employment of Agents. The Plan Administrator may employ agents, including
--------------------
without limitation custodians, accountants, consultants, or attorneys, to
exercise and perform the powers and duties of the Plan Administrator as the Plan
Administrator delegate to them, and to render such services to the Plan
Administrator as the Plan Administrator may determine, and the Trustees may
enter into agreements setting forth the terms and conditions of such service.
The Plan Administrator may appoint an independent public accountant to audit the
Plan. The compensation of these agents shall be an expense chargeable in
accordance with Section 12.9.

12.9 Compensation and Expenses of Trustees. Unless otherwise determined by the
-------------------------------------
Company, the Plan Administrator and the Trustees shall serve without
compensation for services as such, but all expenses of the Trustees shall be
paid in accordance with the provisions of Section 16.4. Such expenses shall
include any expenses incident to the functioning of the Plan, including without
limitation attorneys' fees and the compensation of other agents, accounting and
clerical charges, expenses, if any, of being bonded as required by ERISA, and
any other costs of administering the Plan.

12.10 Indemnity for Liability. To the maximum extent allowed by law and to the
-----------------------
extent not otherwise indemnified, the Company shall indemnify each Trustee (and
former Trustee) and Plan Administrator, and any other current or former
Employee, officer, or director of the Company or the Employers, against any and
all claims, losses, damages, expenses, including counsel fees, incurred by any
such person on account of such person's action, or failure to act, in connection
with the Plan, including, in the case of amounts paid in settlement, only such
amounts as are paid with the Employer's approval.

12.11 Effect of Mistake. In the event of a mistake or misstatement as to the
-----------------
eligibility, participation, investments, or service of any Member, or the amount
of contributions made on behalf of, or payments made to, any Member or
Beneficiary, the Plan Administrator may determine whether or not a mistake has
occurred and may make any adjustment to a Member's or Beneficiary's Account, or
make any adjustment to payments being made to a Member or Beneficiary, which
will, in the Plan Administrator's sole judgment, correct such mistake or
misstatement.

Article XIII. Trust Arrangements
---------------------------------

13.1 Appointment of Trustee. The Trustees for the Plan shall be named in the
----------------------
Trust Agreement, and, upon acceptance thereof, each Trustee shall perform the
duties and exercise the authority of the Trustee as set forth in the Plan and in
said Trust Agreement. The Trustees shall be named, and may be removed, in
accordance with the provisions of Article XII.

13.2 Change in Trust Agreements. The Company may from time to time enter into
--------------------------
such further agreements with the Trustees or other parties and make such
amendments to Trust Agreements, as it may deem necessary or desirable to carry
out the Plan and may take such other steps and execute such other instruments as
may be deemed necessary or desirable to put the Plan into effect or to execute
it.

13.3 Trust Fund. All deposits under this Plan shall be paid to the Trustees
----------
and deposited in the Fund. All assets of the Fund, including investment income,
shall be retained for the exclusive benefit of Members and beneficiaries and
shall be used to pay benefits under the Plan or to pay administrative expenses
of the Plan and of the Fund to the extent not permanently paid by the Company or
an Employer in its sole discretion, and shall not revert to or inure to the
benefit of the Company or an Employer, except as provided in Section 13.6.

50
<PAGE>
13.4 Appointment of an Investment Manager. The Trustees shall have exclusive
------------------------------------
authority and discretion to manage and control the Fund; provided, however, that
the Trustees may employ or appoint an Investment Manager(s) (within the meaning
of ERISA Section 3(38)) to manage all or any part of the Fund or a custodian to
hold such investments. The Trustees may also appoint an investment advisor. An
Investment Manager or custodian shall acknowledge in writing its appointment and
shall serve until removed by the Trustees or a proper resignation is received by
the Trustees. An Investment Manager shall have sole responsibility for the
investment of the portion of the Fund which such Investment Manager is appointed
to manage. Neither the Trustees nor the Administrator shall have any
responsibility for, or incur any liability for, the investment of such portion
or for the loss to or diminution in value of the Fund resulting from any action
directed, taken, or omitted by an Investment Manager or custodian. The Trustees
shall require each Investment Manager and custodian to furnish such periodic and
other reports to the Trustees as the Trustees deem to be in the best interests
of the Trust. Neither the Trustees nor the Plan Administrator shall be under
any duty to question, but shall be entitled to rely upon, any certificate,
report, opinion, direction, or lack of direction provided by an Investment
Manager or custodian and shall be fully protected in respect of any action taken
or suffered by them in reliance thereon. Such Investment Manager or custodian
may maintain cash balances in the Investment Fund(s) they are appointed to
manage; provided that such cash balances shall be limited to the amount needed
to meet the current cash requirements of the Plan, to make any cash
distributions, to pay any expenses, or to exercise applicable rights under the
Plan.

13.5 Diversification of Investments. Trust investments in Investment Funds I,
------------------------------
II, V, VI, VII and VIII shall consist only of those in which a prudent man
familiar with the objectives of the Plan and using care, skill, prudence, and
diligence would invest in the conduct of an enterprise of a like character and
with the aims, diversifying the investments so as to minimize the risk of market
losses. Members or Employers shall not have any right to direct particular
investments within any Fund.

13.6 Reversion of Employer Contributions.
-----------------------------------

(a) Notwithstanding anything to the contrary contained in this Plan, if
the Internal Revenue Service issues a determination letter stating
that the Plan does not meet the requirements of Code Section 401
with respect to its initial qualification, then within one year of
the issuance of such letter the Employer shall be entitled to
receive a return of its contributions made hereunder and each
Participant shall be entitled to receive a return of his Basic
Before-Tax Contributions, Supplemental Before-Tax Contributions,
Basic After-Tax Contributions, and Supplemental After-Tax
Contributions.

(b) That portion of a contribution made by a mistake of fact shall be
returned to the Employer within one year after the payment of the
contribution; provided, that, if the contribution to be returned is
a Participant's Basic Before-Tax Contribution, Supplemental
Before-Tax Contribution, Basic After-Tax Contribution, or
Supplemental After-Tax Contribution, such contribution shall be
returned to the Participant.

(c) That portion of a contribution made by the Employer that is
conditioned upon deductibility of the contribution under Code
Section 404 and disallowed by the Internal Revenue Service as a
deduction under Code Section 404 shall be returned to the Employer
within one year after the Internal Revenue Service disallows the
deduction; provided, that, if the contribution to be returned is a
Participant's Basic Before-Tax Contribution or Supplemental
Before-Tax Contribution, such contribution shall be returned to the
Participant.

(d) Earnings attributable to the contributions to be returned under this
Section shall not be returned (except with respect to Section
13.6(a)) and any losses attributable to such contributions shall
reduce the amount returned.

Article XIV. Top-Heavy Plan Provisions
---------------------------------------

14.1 Application of Top-Heavy Provisions.
-----------------------------------

(a) Single Plan Determination. Except as provided in subsection (b)(2)
-------------------------
below, if as of the Applicable Determination Date the aggregate of the Account
balances of Key Employees under the Plan exceeds 60 percent of the aggregate
amount of the Account balances of all Employees (other than former Key
Employees) under the Plan, the Plan will be top-heavy and the provisions of this
Article shall become applicable. For the purposes of this Article--

(1) Account balances shall include the aggregate amount of any
distributions made with respect to the Employee during the
five-year period ending on the Applicable

51
<PAGE>
Determination Date and any contribution due but unpaid as of
said Applicable Determination Date; and

(2) the Account balance of any individual who has not performed
services for the Company or the Affiliates at any time during
the five-year period ending on the Applicable Determination
Date shall not be taken into account.

The determination of the foregoing ratio, including the extent to
which distributions, rollovers, and transfers shall be taken into
account, shall be made in accordance with Code Section 416 and the
Regulations thereunder which are incorporated herein by reference.

(b) Aggregation Group Determination.
-------------------------------

(1) If as of the Applicable Determination Date the Plan is a member
of a Required Aggregation Group which is top-heavy, the
provisions of this Article shall become applicable. For
purposes of this subsection (b), an Aggregation Group shall be
top-heavy, as of the Applicable Determination Date, if the sum
of--

(A) the aggregate of account balances of Key Employees under
all defined contribution plans in such group, and

(B) the present value of accrued benefits for Key Employees
under all defined benefit plans in such group exceeds 60
percent of the same amounts determined for all employees
(other than former Key Employees) under all plans included
within the Aggregation Group. Account balances and
accrued benefits shall be adjusted for any distribution
made in the five-year period ending on the Applicable
Determination Date and any contribution due but unpaid as
of the Applicable Determination Date. The account balance
of any individual who has not performed services for the
Company or the Affiliates at any time during the five-year
period ending on the Applicable Determination Date shall
not be taken into account. The determination of the
foregoing ratio, including the extent to which
distributions (including distributions from terminated
plans), rollovers, and transfers are taken into account,
shall be made in accordance with Code Section 416 and the
Regulations thereunder.

(2) If the Plan is top-heavy under subsection (a) above, but the
Aggregation Group is not top-heavy, this Article shall not be
applicable.

(c) The Trustees. The Trustees shall have responsibility to make all
------------
calculations to determine whether the Plan is top-heavy.

14.2 Definitions. For purposes of this Article, the following definitions
-----------
apply.

(a) Aggregation Group means a required aggregation group or a permissive
-----------------
aggregation group as follows:

(1) Required Aggregation Group. All plans maintained by the
--------------------------
Company and the Affiliates in which a Key Employee participates
shall be aggregated to determine whether or not the plans, as a
group, are top-heavy. Each other plan of the Company and the
Affiliates which enables this Plan to meet the requirements of
Code Section 401(a) or Section 410 shall also be aggregated.

(2) Permissive Aggregation Group. One or more plans maintained by
----------------------------
the Company and the Affiliates, which are not required to be
aggregated, may be aggregated with each other or with plans
under paragraph (1) if such group would continue to meet the
requirements of Code Sections 401(a)(4) and 410 with such
plan(s) being taken into account.

(b) Applicable Determination Date shall mean, with respect to the Plan,
-----------------------------
the Determination Date for the Plan Year of reference and, with
respect to any other plan, the Determination Date for any plan year
of such plan which falls within such calendar year as the Applicable
Determination Date of the Plan.

52
<PAGE>
(c) Determination Date shall mean, with respect to the initial plan year
------------------
of a plan, the last day of such plan year and, with respect to any
other plan year of a plan, the last day of the preceding plan year
of such plan.

(d) Valuation Date. For all top-heavy purposes, a Valuation Date shall
--------------
be the annual date on which Plan assets must be valued for the
purpose of determining the value of account balances or the date on
which liabilities and assets of a defined benefit plan are valued.
For the purpose of the top-heavy test, the Valuation Date for a
defined benefit plan shall be the same Valuation Date used for
computing plan costs for minimum funding. The Valuation Date for a
defined contribution plan shall be the most recent valuation for a
defined contribution plan date within a 12-month period ending on
the Determination Date.

(e) Key Employee shall mean any Employee or former Employee who at any
------------
time during the Plan Year containing the Determination Date or the
four preceding Plan Years, is or was (1) an officer of the Employer
having annual compensation for such Plan Year which is in excess of
50 percent of the dollar limit in effect under Code Section
415(b)(1)(A) for the calendar year in which such Plan Year ends; (2)
one of the ten Employees having annual 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 considering as owning
within the meaning of Code Section 318) more than a one-half percent
interest as well as one of the ten largest interests in the
Employer; (3) a five percent owner of the Employer; or (4) a one
percent owner of the Employer having annual compensation from the
Employer for a Plan Year of more than $150,000. For purposes of
determining five-percent and one-percent owners, neither the
aggregation rules nor the rules of subsections (b), (c) and (m) of
Code Section 414 apply. Beneficiaries of an Employee acquire the
character of the Employee who performed service for the Employer.
Inherited benefits will retain the character of the benefits of the
Employee who performed services for the Employer.

(f) Compensation. Compensation to be used for determining a minimum
------------
benefit or minimum contribution for top-heavy purposes is the amount
set forth in Box 10 of Form W-2 (or the successor method of
reporting income under Code Sections 6041, 6051 and 6052). The same
definition of compensation shall be used for all top-heavy purposes,
except that for the purpose of determining whether an Employee is a
Key Employee, with respect to Plan Years beginning on or after
January 1, 1989, the compensation to be used is the aforesaid
definition but including Employer contributions made pursuant to a
salary reduction arrangement.

14.3 Vesting Requirements. If the Plan is determined to be top-heavy with
--------------------
respect to a Plan Year under the provisions of Section 14.1, then a Member's
interest in Employee Accounts 1, 6, and 8 shall vest in accordance with the
following schedule:

Years of Vesting Service Vested Percentage
------------------------ -----------------
Less than 1 0%
1 10%
2 20%
3 40%
4 60%
5 80%
6 100%

If in a subsequent Plan Year the Plan is no longer top-heavy, the vesting
provisions that were in effect prior to the time the Plan became top-heavy shall
be reinstated; provided, however, that any portion of a Member's Account which
was vested prior to the time the Plan was no longer top-heavy shall remain
vested, and provided further that a Member who has at least three Years of
Vesting Service at the start of such Plan Year shall have the option of
remaining under the vesting schedule in effect while the Plan was top-heavy.

14.4 Minimum Contribution. For each Plan Year with respect to which the Plan
--------------------
is top-heavy, the minimum amount contributed by the Employer under the Plan and
the Company and the Affiliates under all other qualified defined contribution
plans maintained by the Company and the Affiliates for the benefit of each
Participant who is not a Key Employee and who is otherwise eligible for such a
contribution shall be the lesser of --

(a) 3 percent of the non-key Participant's compensation for only the
Plan, or

53
<PAGE>
(b) the non-key Participant's compensation times a percentage equal to
the largest percentage of the first $200,000 of such compensation of
any Key Employee allocated under any of such plans with respect to
any Key Employee for the Plan Year.

This minimum contribution is determined without regard to any social security
contribution and shall be in accordance with the requirements of Code Regulation
1.416-1. Solely with respect to Key Employees, contributions attributable to a
salary reduction, matching contributions, or similar arrangement shall be taken
into account. The minimum contribution provisions stated above shall not apply
to any Participant who was not employed by the Company or an Affiliate on
December 31 of the Plan Year. For a year in which the Plan is top-heavy, each
non-Key Employee will receive a minimum contribution if the Participant has not
separated from service at the end of the Plan Year, regardless of whether the
non-Key Employee has less than 1,000 hours of service (or the equivalent) and
regardless of whether such Employee declines to make a mandatory contribution to
a plan that generally requires such a contribution. This section shall not
apply to a Participant covered under a qualified defined benefit plan or a
qualified defined contribution plan maintained by the Company or the Affiliates
if the Participant's vested benefit thereunder satisfies the requirements of
Code Section 416(c). Amounts contributed under this Section shall be credited
to a Member's Employee Account 6, and shall be subject to the vesting provisions
of this Plan applicable to said Account.

14.5 Limit on Annual Additions; Combined Plan Limit. If the Plan is determined
----------------------------------------------
to be top-heavy, Code Sections 415(e)(2)(B) and 415(e)(3)(B) shall be applied by
substituting "1.0" for "1.25." This limitation shall not be applicable,
however, if--

(a) the Plan would not be top-heavy if "90 percent" is substituted for
"60 percent" in Sections 14.1(a) and 14.1(b)(1) above; and

(b) for each Plan Year with respect to which the Plan is top-heavy, an
Employer contribution is made for Participants who are not Key
Employees equal to the sum of l percent of the non-key Participant's
compensation
for the Plan Year plus the amount of the contribution determined
under Section 14.4 above.

Article XV. Participation in and Withdrawal
--------------------------------------------
From the Plan by an Affiliate
-----------------------------

15.1 Participation in the Plan. Any Affiliate which desires to become an
-------------------------
Employer hereunder may elect, with the written consent of the Chief Executive
Officer, to become a party to the Plan and Trust Agreement by adopting the Plan
for the benefit of its eligible Employees, effective as of the date specified in
such adoption. The adoption resolution or decision may contain such specific
changes and variations in Plan or Trust Agreement terms and provisions
applicable to such adopting Employer and its Employees as may be acceptable to
the Company and the Trustees. However, the sole, exclusive right of any other
amendment of whatever kind or extent to the Plan or Trust Agreement is reserved
by the Company. The adoption resolution or decision shall become, as to such
adopting organization and its employees, a part of this Plan (as then amended or
thereafter amended) and the related Trust Agreement. It shall not be necessary
for the adopting organization to sign or execute the original or then amended
Plan and Trust Agreement documents or to sign other documents to participate.
The effective date of the Plan for any such adopting organization shall be that
in the resolution or decision of adoption, and from and after such effective
date, such adopting organization shall assume all the rights, obligations, and
liabilities of an individual employer entity hereunder and under the Trust
Agreement. The administrative powers and control of the Company, as provided in
the Plan and Trust Agreement, including the sole right of amendment, and of
appointment and removal of the Trustees, and their successors, shall not be
diminished by reason of the participation of any such adopting organization in
the Plan and Trust Agreement.

15.2 Withdrawal from the Plan. An Employer or Division may withdraw from, or
------------------------
otherwise cease to participate in, the Plan by giving the Plan Administrator and
the Trustees 30 days written notice of its intention to do so, in which event
the Trustees shall, as promptly as is practicable, provide for the withdrawal or
segregation of the share of the assets in the Fund attributable to the
Participants of that Employer or Division and, if such Employer or Division so
requests, the former Participants of such Employer or Division; provided,
however, that the Plan Administrator, in its sole and absolute discretion, may
waive the 30-day notice requirement and provided further that any Participant
who will be an employee of the withdrawing Employer or Division after such
withdrawal and concurrently will also be an employee of an Employer or Division
which continues to participate in the Plan, such Participant may designate the
portion of the assets in the Fund attributable to such Participant which shall
be withdrawn or segregated in accordance with this Section 15.2. The amount of
such pro rata share shall be the net value of the Fund attributable to the
Participants and, if applicable, the former Participants of that Employer or
Division, determined as of the latest Valuation Date. The Trustees shall select
the assets of the Fund to be withdrawn or segregated in such amount.

54
<PAGE>
(a) If the withdrawal of such Employer or Division from this Plan has
the effect of a termination of the plan so far as that Employer or
Division is concerned, then the rights of that Employer's
Participants, former Participants and Beneficiaries shall be
governed by Section 11.2.

(b) Subject to Section 11.4, if an Employer ceases to participate in the
Plan and adopts a substantially similar plan for the benefit of its
employees, the withdrawal from this Plan by that Employer shall not
be regarded as a termination of the Plan so far as that Employer and
its Employees are concerned; the rights of that Employer's Members
and Beneficiaries shall be governed in accordance with the
provisions of that substantially similar plan so adopted by that
Employer for their benefit as if no withdrawal from this Plan had
taken place. Provided further that any Participant who will be an
employee of the withdrawing Employer or Division after such
withdrawal and concurrently will also be an Employee of an Employer
or Division which continues to participate in the Plan will have the
right to designate in writing to the Plan Administrator, not later
than twenty days after the withdrawal of the Employer or Division,
the percentage of the Participant's vested Account that will be
withdrawn or segregated in accordance with this Section 15.2, which
designated percentage shall apply to all subaccounts, investment
funds and other financial amounts allocated to such Participant, and
such Participant's Account will be valued for such purposes as of
the Valuation Date coincident with or immediately preceding the
effective date of the Employer's or Division's withdrawal from the
Plan; if such written designation is not timely received, then such
Participant's Account will not be withdrawn or segregated under this
Section 15.2. In such event Accounts may be transferred to the new
Plan as qualifying rollover distributions or plan to plan transfers
subject to the applicable requirements of the Code and ERISA.

Article XVI. Miscellaneous
---------------------------

16.1 No Employment Rights Created. Neither the establishment nor the
continuation of the Plan, nor anything contained within the Plan, shall be
deemed to give any person the right to continued employment by the Company or
the Affiliates, or to affect the right of the Company or the Affiliates to
terminate the employment of any individual.

16.2 Rights to Fund Assets. No Employee or beneficiary shall have any right
---------------------
to, or interest in, any assets of the Fund upon termination of his employment or
otherwise, except as specifically provided under the Plan, and then only to the
extent of the benefits payable under the Plan to such Employee or beneficiary
out of the assets of the Fund. All payments of benefits as provided for in this
Plan shall be made solely out of assets of the Fund and neither the Company, the
Affiliates, nor any fiduciary shall be liable therefor in any manner.

16.3 Nonalienation of Benefits. Except to the extent permissible under Code
-------------------------
Sections 401(a)(13) and 414(p), benefits payable under this Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary, including any such liability which is for alimony or
other payments for the support of a spouse or former spouse, or for any other
relative of the Employee, prior to actually being received by the person
entitled to the benefit under the terms of the Plan; and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or
otherwise dispose of any right to benefits payable hereunder, shall be void.
The Fund shall not in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements, or torts of any person entitled to benefits
hereunder.

The preceding paragraph shall also apply to the creation, assignment, or
recognition of a right to any interest or benefit payable with respect to a
Member pursuant to a domestic relations order, unless such order is determined
to be a qualified domestic relations order (as defined in Code Section 414(p)).
The Trustees or their delegates shall establish reasonable procedures to
determine the qualified status of domestic relations orders and to administer
distributions under such qualified orders. Amounts payable pursuant to a
qualified domestic relations order may be paid to the spouse designated in such
order regardless of the Member's age or such spouses's age and, notwithstanding
any provision of this plan to the contrary, such amounts may be paid in a single
cash lump sum or in such other manner as may be paid to a terminated Member as
provided in such procedures.

16.4 Expenses. All reasonable expenses of the Plan and Fund shall be paid by,
--------
and constitute a charge upon, the Fund, except to the extent that the Company or
an Employer elects to pay such expenses, provided that the Company or an
Employer may advance such expenses on behalf of the Plan in which case the
Company or Employer will be reimbursed for such payment by the Plan) from fund
assets. Such expenses shall include any expenses incident to the functioning of
the Plan, including, without limitation, attorneys' fees and the compensation of
actuaries and other agents, accounting and clerical charges, expenses, if any,
of being bonded as required by ERISA, and any other costs of administering the
Plan.

<PAGE>
16.5 Severability. In the event that any provision of this Plan is held
------------
invalid or illegal for any reason, such invalidity or illegality shall not
affect the remaining parts of the Plan and the Plan shall be enforced and
construed as if such provision had never been inserted herein.

16.6 Governing State. The Plan shall be construed in accordance with the laws
---------------
of the State of Tennessee except where such laws have been preempted by laws of
the United States.

16.7 Facility of Payment. If the Plan Administrator shall find that any person
-------------------
to whom a benefit is payable from the Fund is unable to care for his affairs
because of illness or accident, any payments due (unless a prior claim therefor
shall have been made by a duly appointed guardian, committee, or other legal
representative) may be paid to the recipient's spouse, child, parent, brother or
sister, or to any person deemed by the Trustees to have incurred expense for
such person otherwise entitled to payment. Any such payment shall be a complete
discharge of any liability under the Plan therefor.

16.8 Missing Persons. If the Plan Administrator is unable to locate a proper
---------------
payee within 18 months after a benefit becomes payable, the Plan Administrator
may treat the benefit as a forfeiture and allocate it to the Accounts of other
Participants under Section 4.6(a); however, if a claim for benefits is
subsequently presented by a person entitled to a payment, the forfeited amount
(determined as of the Valuation Date immediately before the forfeiture) shall be
recredited from such funds or resources as the Plan Administrator deems
appropriate (i.e., forfeitures, earnings, or additional Employer contributions)
upon verification of the claim in a manner satisfactory to the Plan
Administrator.

16.9 Telephonic/Electronic Decisions. Notwithstanding anything in this Plan
-------------------------------
to the contrary, pay reduction agreements and cancellations or amendments
thereto, investment elections, changes and transfers, loans, withdrawal
decisions, and any other decision or election by a Member or other person under
this Plan may be accomplished by electronic or telephonic means which are not
prohibited by law and which are in accordance with procedures and/or systems
approved or arranged by the Plan Administrator or its delegees.

<PAGE>
16.10 Titles. The titles of sections are included only for convenience and
------
shall not be construed as part of this Plan or in any respect affecting or
modifying its provisions.
* * * * *

IN WITNESS WHEREOF, PROMUS HOTEL CORPORATION has caused this instrument
to be executed by its duly authorized officer, effective as of the date
specified in Article I above.

PROMUS HOTEL CORPORATION

ATTEST: By:
----------------------------

By:
-----------------------

<PAGE>
ADDENDUM A
----------

1. Notwithstanding any of the other provisions of this Plan or the
Predecessor Plan, effective April 1, 1991, the assets of Investment Fund I under
the Predecessor Plan invested as of March 31, 1991 in a guaranteed annuity
contract issued by Executive Life Insurance Company (the "Executive Life
Contract") were withdrawn from Investment Fund I and transferred to a separate
segregated investment fund denominated Investment Fund IA. The amount
------------------
transferred to Investment Fund IA was the amount ("March 1991 Book Value")
reflected on the books and records of the Trustees of the Predecessor Plan as
invested in the Executive Life Contract as of March 31, 1991. Investment Fund
IA shall be administered in accordance with the terms of this Addendum A.

2. A portion of each Member's Account invested in Investment Fund
I under the Predecessor Plan as of March 31, 1991 was transferred to Investment
Fund IA. The transferred portion was an amount equal to the value of such
Member's Account invested in Investment Fund I as of March 31, 1991 multiplied
by a fraction, the numerator of which is March 1991 Book Value, and the
denominator of which is the value, as reflected on the books and records of the
Trustees, of Investment Fund I as of March 31, 1991.

3. No Member shall be permitted to make or change investment
elections with respect to, or elect to transfer, any portion of his Account
invested in Investment Fund IA. Accordingly, pursuant to the provisions of this
Addendum A, any change or transfer directions received by the Plan Administrator
with respect to Investment Fund IA shall not be honored. Changes and transfers
with regard to the portion of a Member's Account invested in Investment Fund I
received by the Plan Administrator shall apply to that portion of the Member's
Account invested in Investment Fund I after making the transfer to Investment
Fund IA.

4. No investments, contributions, reallocated forfeitures, or loan
repayments shall be made to Investment Fund IA.

5. Effective with respect to loans disbursed on or after April 29,
1991, the portion of a Member's Account invested in Investment Fund IA shall not
be taken into account in determining the amount he may borrow from the plan, and
no loan made to a Member on or after April 29, 1991 may be made from or charged
to the portion of the Member's Account invested in Investment Fund IA.

6. No distributions or withdrawals shall be made from Investment
Fund IA until such time as the Trustees determine that such distributions or
withdrawals are appropriate, except as provided in the following paragraph.

7. Notwithstanding the preceding paragraph, if a Member,
Beneficiary or alternate payee under a qualified domestic relations order
("Distributee") is required under Section 9.8 of the Plan, Section 411(d)(6) of
the Code or section 204(g)(2) of ERISA to receive a distribution or is entitled
to a distribution on account of death or other termination of service ("Required
Distribution") and if some or all of the Member's Account is invested in
Investment Fund IA, the Trustees shall, to the extent necessary to make the
Required Distribution, distribute to the Distributee

(A) in cash, an amount equal to the s\percentage
("Distribution Percentage") of the Distributee's account remaining
invested in Investment Fund IA, after reductions for prior
distributions or disbursements, valued at the March 1991 Book Value,
that is equal to the percentage of his account being distributed in
the Required Distribution, and

(B) in kind, the Distributee's share ("Final Interest
Component") of an undivided interest in the amount ("Excess Value"),
if any, by which the Final Market Value (as defined below) of
Investment Fund IA exceeds the March 1991 Book Value. The value of
Distributee's Final Interest Component with respect to any Required
Distribution shall be determined at the time the Final Market Value
is determined, and shall be adjusted to reflect an early
distribution if the cash portion of the Required Distribution was
distributed on or before June 30, 1992. The Final Interest
Component shall be determined in a manner that is not inconsistent
with the terms of settlement of the Executive Life Contract. The
Final Interest Component shall be an amount equal to the Excess
Value multiplied by a fraction, the numerator of which is the amount
of the cash portion of the Required Distribution, and the
denominator of which is the

<PAGE>
March 1991 Book Value; the value thus determined shall be prorated
by multiplying it by a fraction, the numerator of which is the
number of days (not in excess of 457) elapsed between March 31, 1991
and the date the Required Distribution is made, and the denominator
of which is 457; provided that the manner of determining the Final
--------
Interest Component may be modified by the Plan Administrator to be
consistent with the terms of settlement of the Executive Life
Contract.

8. To the extent cash distributions are made with respect to a
Distributee's interest in Investment Fund IA and (after repaying Company Loans
as provided below) there is not sufficient cash in Investment Fund IA to make
such distribution, the Trustees may borrow funds from the Company ("Company
Loans"), on terms consistent with Prohibited Transaction Class Exemption 80-26.
Company Loans shall not be treated as contributions to the Plan. Company Loans
shall be repaid from time to time as follows:

(A) If and to the extent a payment is made to the plan in
respect of the Executive Life Contract in any month on account of a
distribution to a Member or his beneficiaries ("Distribution
Payment") at a time when Company Loans are outstanding, such
Distribution Payment shall be applied to reduce (but not below zero)
the outstanding balance of Company Loans before being applied to
make Distribution Payments.

(B) If and to the extent the Executive Life Contract is
settled in one or more payments ("Contract Payments") to the plan in
termination of the Executive Life Contract, a portion of each
contract Payment will be applied to repay the Company Loans. The
amount of any such repayment shall be limited to a percentage
(which, when aggregated with all such repayments to the Company,
shall not exceed 100%) of the aggregate outstanding balance of the
Company Loans. Such percentage shall be determined by dividing the
amount of the Contract Payment by the March 1991 Book Value.

9. In the event the Trustees determine that the total amount paid
to the Plan in respect of Investment Fund IA ("Final Market Value") is less than
the March 1991 Book Value, the difference between (a) the March 1991 Book Value
reduced by the aggregate outstanding balance of Company Loans, and (b) the Final
Market Value shall be paid to the Plan by the Company. Such amount shall be
treated as an amount paid in settlement of a claim under the Plan, and all
outstanding Company Loans shall be cancelled upon such payment.

10. The purpose of this Addendum A is to provide special
administrative procedures protective of the interests of Plan Members and their
Beneficiaries in light of the court-supervised conservatorship of Executive Life
Insurance Company. The Trustees may make such rules and regulations regarding
transactions (including, but not limited to, investments, loans and
distributions) involving Members' Accounts as they deem necessary or appropriate
in light of the status or condition of Investment Fund IA. The Trustees shall
have authority and discretion to administer the provisions of this Addendum A,
and their determinations with respect thereto shall be final and binding upon
all parties. The Chief Executive Officer may, with the advice of the Trustees,
amend the Plan as appropriate in light of developments involving Executive Life
Insurance Company and their effect on Investment Fund IA.

<PAGE>
TABLE OF CONTENTS
-----------------

Page
----

Article I. The Plan . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Establishment of Plan . . . . . . . . . . . . . . . . . . . . 1
1.2 Applicability of the Plan . . . . . . . . . . . . . . . . . . 1
1.3 Purpose of Plan . . . . . . . . . . . . . . . . . . . . . . . 1

Article II. Definitions . . . . . . . . . . . . . . . . . . . . . . . 1

2.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 After-Tax Contributions . . . . . . . . . . . . . . . . . . . 3
2.4 Annuity Starting Date . . . . . . . . . . . . . . . . . . . . 3
2.5 Basic Contributions . . . . . . . . . . . . . . . . . . . . . 4
2.6 Before-Tax Contributions . . . . . . . . . . . . . . . . . . . 4
2.7 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.8 Board of Directors . . . . . . . . . . . . . . . . . . . . . . 4
2.9 Break Year . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.10 Chief Executive Officer . . . . . . . . . . . . . . . . . . . 4
2.11 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.12 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.13 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 4
2.14 Division . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.15 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . 5
2.16 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.17 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.18 Enrollment Form . . . . . . . . . . . . . . . . . . . . . . . 5
2.19 Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.20 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.21 ESOP Contributions . . . . . . . . . . . . . . . . . . . . . 6
2.22 Exempt Loan . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.23 Exempt Loan Suspense Account . . . . . . . . . . . . . . . . 6
2.24 Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.25 Highly Compensated Employee . . . . . . . . . . . . . . . . . 7
2.26 Holiday Plan . . . . . . . . . . . . . . . . . . . . . . . . 8
2.27 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . 8
2.28 Human Resources Committee . . . . . . . . . . . . . . . . . . 11
2.29 Matching Contributions . . . . . . . . . . . . . . . . . . . 11
2.30 Member . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.31 Participant . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.32 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.33 Plan Administrator . . . . . . . . . . . . . . . . . . . . . 11
2.34 Predecessor Effective Date . . . . . . . . . . . . . . . . . 12
2.35 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.36 Predecessor Plan . . . . . . . . . . . . . . . . . . . . . . 12
2.37 Retirement Date . . . . . . . . . . . . . . . . . . . . . . . 12
2.38 Rollover Contributions . . . . . . . . . . . . . . . . . . . 12
2.39 Spin-Off Date . . . . . . . . . . . . . . . . . . . . . . . . 12
2.40 Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.41 Supplemental Contributions . . . . . . . . . . . . . . . . . 12
2.42 Termination of Service . . . . . . . . . . . . . . . . . . . 12
2.43 Total and Permanent Disability . . . . . . . . . . . . . . . 12
2.44 Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . 13
2.45 Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . 13

<PAGE>
Page
----

2.46 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . 13
2.47 Vested Balance . . . . . . . . . . . . . . . . . . . . . . . 13
2.48 Vested Percentage . . . . . . . . . . . . . . . . . . . . . . 13
2.49 Year of Eligibility Service . . . . . . . . . . . . . . . . . 13
2.50 Year of Vesting Service . . . . . . . . . . . . . . . . . . . 13

Article III. Eligibility and Participation . . . . . . . . . . . . . . 15

3.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.2 Participation . . . . . . . . . . . . . . . . . . . . . . . . 15
3.3 Eligible Employees . . . . . . . . . . . . . . . . . . . . . . 16
3.4 Rehired Employees . . . . . . . . . . . . . . . . . . . . . . 16
3.5 Loss of Status as Eligible Employee . . . . . . . . . . . . . 16
3.6 Leased Employees . . . . . . . . . . . . . . . . . . . . . . . 17

Article IV. Contributions and Allocations . . . . . . . . . . . . . . 17

4.1 Before-Tax Contributions . . . . . . . . . . . . . . . . . . . 17
4.2 After-Tax Contributions . . . . . . . . . . . . . . . . . . . 18
4.3 Pay Reduction Agreements . . . . . . . . . . . . . . . . . . . 19
4.4 Matching Contributions . . . . . . . . . . . . . . . . . . . . 19
4.5 ESOP Contributions . . . . . . . . . . . . . . . . . . . . . . 20
4.6 Allocation of Forfeitures . . . . . . . . . . . . . . . . . . 23
4.7 Limitations on Contributions . . . . . . . . . . . . . . . . . 24
4.8 Limitations on Annual Additions . . . . . . . . . . . . . . . 31
4.9 Rollover Contributions . . . . . . . . . . . . . . . . . . . . 33

Article V. Special ESOP Provisions . . . . . . . . . . . . . . . . . . 34

5.1 Designation as ESOP; Exempt Loan Transactions . . . . . . . . 34
5.2 Restrictions on Stock in Employee Account 10 . . . . . . . . . 36

Article VI. Members' Accounts; Investment Funds . . . . . . . . . . . 36

6.1 Investment Elections by Members . . . . . . . . . . . . . . . 36
6.2 Plan Expenses . . . . . . . . . . . . . . . . . . . . . . . . 38
6.3 Valuation; Allocation of Investment
Earnings and Losses . . . . . . . . . . . . . . . . . . . . . 38
6.4 Stock Funds . . . . . . . . . . . . . . . . . . . . . . . . . 39

Article VII. Vesting and Forfeitures . . . . . . . . . . . . . . . . . 46

7.1 Vesting in Before-Tax Contributions
and Rollover . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.2 Vesting Schedule for Matching
Contributions Account . . . . . . . . . . . . . . . . . . . . 46

7.3 Full Vesting of Certain Employee Accounts . . . . . . . . . . 46

<PAGE>
Page
----

7.4 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Article VIII. In-Service Withdrawals . . . . . . . . . . . . . . . . . 47

8.1 Order of Withdrawal . . . . . . . . . . . . . . . . . . . . . 47
8.2 Withdrawal Limitations . . . . . . . . . . . . . . . . . . . . 48

Article IX. Distributions . . . . . . . . . . . . . . . . . . . . . . 51

9.1 Entitlement to Distribution
Upon Death of Member . . . . . . . . . . . . . . . . . . . . . 51
9.2 Distribution Upon Termination of
Service for Reasons Other Than Death . . . . . . . . . . . . . 53
9.3 Form of Benefit Payments . . . . . . . . . . . . . . . . . . . 53
9.4 Time of Benefit Payments . . . . . . . . . . . . . . . . . . . 55
9.5 Incidental Death Benefit . . . . . . . . . . . . . . . . . . . 57
9.6 Distribution of Employee Account 9 . . . . . . . . . . . . . . 57
9.7 Distribution of Employee Account 10 . . . . . . . . . . . . . 62
9.8 Limitations on Distributions . . . . . . . . . . . . . . . . . 63
9.9 Eligible Rollover Distributions . . . . . . . . . . . . . . . 64
9.10 Plan to Plan Transfer . . . . . . . . . . . . . . . . . . . . 65

Article X. Loans to Members . . . . . . . . . . . . . . . . . . . . . 65

10.1 Administrator Authorized to Make Loans . . . . . . . . . . . 65
10.2 Amount of Loans . . . . . . . . . . . . . . . . . . . . . . . 66
10.3 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.4 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.5 Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . 66
10.6 Accounting for Loans . . . . . . . . . . . . . . . . . . . . 67
10.7 Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 67
10.8 Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
10.9 Spousal Consent . . . . . . . . . . . . . . . . . . . . . . . 68

Article XI. Amendment and Termination . . . . . . . . . . . . . . . . 68

11.1 Amendment and Termination . . . . . . . . . . . . . . . . . . 68
11.2 Vesting on Termination or Partial Termination . . . . . . . . 68
11.3 Merger, Consolidation, or Transfer . . . . . . . . . . . . . 69
11.4 Effect of Change in Control . . . . . . . . . . . . . . . . . 69

Article XII. Administration of the Plan . . . . . . . . . . . . . . . 70

12.1 Plan Administrator . . . . . . . . . . . . . . . . . . . . . 70
12.2 Appointment and Resignation of Trustees . . . . . . . . . . . 71
12.3 Powers and Duties of the Plan Administrator . . . . . . . . . 71
12.4 Action by Majority of the Plan Administrator . . . . . . . . 72
12.5 Rules and Regulations of the Plan Administrator . . . . . . . 72
12.6 Conclusiveness of Reports, Etc. . . . . . . . . . . . . . . . 72
12.7 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . 72
12.8 Employment of Agents . . . . . . . . . . . . . . . . . . . . 73
12.9 Compensation and Expenses of Trustees . . . . . . . . . . . . 73

<PAGE>
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12.10 Indemnity for Liability . . . . . . . . . . . . . . . . . . . 74
12.11 Effect of Mistake . . . . . . . . . . . . . . . . . . . . . . 74

Article XIII. Trust Arrangements . . . . . . . . . . . . . . . . . . . 74

13.1 Appointment of Trustee . . . . . . . . . . . . . . . . . . . 74
13.2 Change in Trust Agreements . . . . . . . . . . . . . . . . . 74
13.3 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . 74
13.4 Appointment of an Investment Manager . . . . . . . . . . . . 74
13.5 Diversification of Investments . . . . . . . . . . . . . . . 75
13.6 Reversion of Employer Contributions . . . . . . . . . . . . . 75

Article XIV. Top-Heavy Plan Provisions . . . . . . . . . . . . . . . . 76

14.1 Application of Top-Heavy Provisions . . . . . . . . . . . . . 76
14.2 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 77
14.3 Vesting Requirements . . . . . . . . . . . . . . . . . . . . 79
14.4 Minimum Contribution . . . . . . . . . . . . . . . . . . . . 79
14.5 Limit on Annual Additions;
Combined Plan Limit . . . . . . . . . . . . . . . . . . . . . 80

Article XV. Participation in and Withdrawal . . . . . . . . . . . . . 80

15.1 Participation in the Plan . . . . . . . . . . . . . . . . . . 81
15.2 Withdrawal from the Plan . . . . . . . . . . . . . . . . . . 81

Article XVI. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 82

16.1 No Employment Rights Created . . . . . . . . . . . . . . . . 82
16.2 Rights to Fund Assets . . . . . . . . . . . . . . . . . . . . 82
16.3 Nonalienation of Benefits . . . . . . . . . . . . . . . . . . 83
16.4 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 83
16.5 Severability . . . . . . . . . . . . . . . . . . . . . . . . 83
16.6 Governing State . . . . . . . . . . . . . . . . . . . . . . . 84
16.7 Facility of Payment . . . . . . . . . . . . . . . . . . . . . 84
16.8 Missing Persons . . . . . . . . . . . . . . . . . . . . . . . 84
16.9 Telephonic/Electronic Decisions . . . . . . . . . . . . . . . 84
16.10 Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

EXHIBIT 5

May 31, 1995

Promus Hotel Corporation
6800 Poplar Avenue, Suite 200
Memphis, TN 38138

Re: Common Stock, Par Value $0.10 Per Share of
Promus Hotel Corporation (the "Common Stock")
---------------------------------------------

Ladies and Gentlemen:

I am General Counsel of the Promus Hotel Corporation. At your
request, I have examined the Form S-8 Registration Statement (the
"Registration Statement") which you intend to file with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 3,000,000 shares of Common Stock,
par value $0.10 per share (the "Shares"), issuable pursuant to the
Company's Savings and Retirement Plan (the "Plan").

The Plan is a spin-off of The Promus Company Incorporated Savings
and Retirement Plan (the "Promus Plan"). Of the Shares being registered,
(a) approximately 301,650 (the "Spin-Off Shares") will be transferred to
the Plan from the Promus Plan pursuant to the spin-off of the Plan from the
Promus Plan, and (b) approximately 754,150 will be transferred to the Plan
from the Promus Plan through an exchange of shares between the Plan and the
Promus Plan. Pursuant to such exchange, the Plan will receive Common Stock
from the Promus Plan and will transfer to the Promus Plan shares of common
stock in The Promus Companies Incorporated. It is expected that such
exchange will occur on the eleventh trading day after the spin-off of the
Plan from the Promus Plan pursuant to an agreement between the trustees of
the Plan and the Promus Plan, respectively.

The Shares will be issued under the Plan in accordance with the
terms of said Plan. I am familiar with the proceedings undertaken in
connection with the authorization and issuance of the Shares under the
Plan. Additionally, I have examined such questions of law and fact as I
have considered necessary or appropriate for purposes of this opinion.

Based upon the foregoing, I am of the opinion that the Shares
have been duly authorized. Upon the spin-off of the Plan from the Promus
Plan, the Spin-Off Shares will be validly issued, fully paid and
nonassessable. Upon the issuance of the remaining Shares under the terms
of the Plan and delivery and payment therefor of consideration set forth in
the Delaware General Corporation Law at least equal to the aggregate par
value of the Shares issued, such Shares will be validly issued, fully paid
and nonassessable.

<PAGE>
Promus Hotel Corporation
May 31, 1995
Page 65

I consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to my name in the Registration
Statement under the heading "Interests of Named Experts and Counsel."

Very truly yours,

/s/ RALPH B. LAKE

Ralph B. Lake
Senior Vice President, Secretary and General
Counsel

Promus Hotel Corporation
May 31, 1995
Page 66

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated March 2, 1995 included in the Promus Hotel Corporation Form 10, as
amended, for the year ended December 31, 1994 and to all references to our
Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Memphis, Tennessee
May 30, 1995