HOMELAND STORES, INC.
       
                         EMPLOYEE STOCK BONUS PLAN

                         Effective August 2, 1996





  
  
  
  
                                                              
                            TABLE OF CONTENTS
    
  
                                                                 Page
  PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
  
  ARTICLE I
  
    DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .  1

  ARTICLE II
    
    ELIGIBILITY AND PARTICIPATION. . . . . . . . . . . . . . . . . 16
    Section 2.1.  Eligibility. . . . . . . . . . . . . . . . . . . 16
    Section 2.2.  Periods of Eligibility . . . . . . . . . . . . . 16
  
  ARTICLE III

    CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 17
    Section 3.1.  Initial Company Contributions. . . . . . . . . . 17
    Section 3.2.  Additional Company Contributions Based on  
             EBITDA. . . . . . . . . . . . . . . . . . . . . . . . 17
    Section 3.3.  Discretionary Company Contributions. . . . . . . 18
    Section 3.4.  Participant Pre-Tax Contributions. . . . . . . . 18
    Section 3.5.  Matching Company Contributions . . . . . . . . . 19
    Section 3.6.  Additional Contributions Upon Change of 
             Control of the Company . .  . . . . . . . . . . . . . 20
    Section 3.7.  Limitations on Contributions . . . . . . . . . . 21
  
  ARTICLE IV

    ALLOCATION OF CONTRIBUTIONS. . . . . . . . . . . . . . . . . . 24
    Section 4.1.  Establishment of Accounts. . . . . . . . . . . . 24
    Section 4.2.  Allocations to Participants' Accounts. . . . . . 24
    Section 4.3.  Overall Annual and Cumulative 
             Limitations . . . . . . . . . . . . . . . . . . . . . 26
    Section 4.4.  Basis for Limitation Computations. . . . . . . . 27
    Section 4.5.  Definitions for Limitation 
             Computations. . . . . . . . . . . . . . . . . . . . . 27
  
  ARTICLE V

    VALUATION OF FUND AND ADJUSTMENTS TO ACCOUNTS. . . . . . . . . 28
    Section 5.1.  Determination of Number of Shares of Stock 
             and Market Value  . . . . . . . . . . . . . . . . . . 28
    Section 5.2.  Adjustments for Net Changes in Assets. . . . . . 28
    Section 5.3.  Treatment of Expenses. . . . . . . . . . . . . . 29
  
  ARTICLE VI

    ROLLOVERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
    Section 6.1.  Direct Rollovers and Rollover 
             Notices . . . . . . . . . . . . . . . . . . . . . . . 29
    Section 6.2.  Waiver of 30-Day Notice. . . . . . . . . . . . . 32
  
  ARTICLE VII

    VESTING AND FORFEITURES. . . . . . . . . . . . . . . . . . . . 32
    Section 7.1.  Vesting Schedule . . . . . . . . . . . . . . . . 32
    Section 7.2.  Vesting and Nonforfeitability. . . . . . . . . . 32
  
  ARTICLE VIII
                                                                 
    PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . . 33
    Section 8.1.  Distributions to Participants. . . . . . . . . . 33
    Section 8.2.  Distributions to Beneficiaries . . . . . . . . . 34
    Section 8.3.  Distributions in Shares of Stock . . . . . . . . 34
    Section 8.4.  Delay in Benefit Determination . . . . . . . . . 35
    Section 8.5.  Accounting for Benefit Payments. . . . . . . . . 35
    Section 8.6.  Designation of Beneficiaries . . . . . . . . . . 35
    Section 8.7.  Option to Have Company Purchase Stock. . . . . . 36
  
  ARTICLE IX

    ORGANIZATION OF PLAN COMMITEE;
        ADMINISTRATION OF PLAN . . . . . . . . . . . . . . . . . . 38 
    Section 9.1.  The Committee. . . . . . . . . . . . . . . . . . 38
    Section 9.2.  Committee Action, Rules and Expenses . . . . . . 38
    Section 9.3.  Plan Administered By Committee . . . . . . . . . 39
    Section 9.4.  Retention of Advisors and 
             Service-Providers . . . . . . . . . . . . . . . . . . 40
    Section 9.5.  Instructions to Trustee, Funding 
             Policy. . . . . . . . . . . . . . . . . . . . . . . . 40
    Section 9.6.  Valuation of Stock . . . . . . . . . . . . . . . 40
    Section 9.7.  Voting of Stock. . . . . . . . . . . . . . . . . 41
    Section 9.8.  Power of Delegation. . . . . . . . . . . . . . . 41
    Section 9.9.  Communication By Committee . . . . . . . . . . . 41
    Section 9.10. Reports of the Committee . . . . . . . . . . . . 42
    Section 9.11. Resignation or Removal of Committee 
             Member. . . . . . . . . . . . . . . . . . . . . . . . 42
  
  ARTICLE X
  
    CLAIMS PROCEDURES. . . . . . . . . . . . . . . . . . . . . . . 42
    Section 10.1.  Claim for Benefits. . . . . . . . . . . . . . . 42
    Section 10.2.  Request for Additional Information. . . . . . . 43
    Section 10.3.  Committee Claim Determination . . . . . . . . . 43
    Section 10.4.  Extension of Claim Processing Time. . . . . . . 44
    Section 10.5.  Claims Appeal Procedure . . . . . . . . . . . . 45
    Section 10.6.  Submission of Comments By Claimant. . . . . . . 45
    Section 10.7.  Extension of Claim Appeal Processing 
              Time. . . . . .  . . . . . . . . . . . . . . . . . . 46
    Section 10.8.  Claimant's Right to a Conference. . . . . . . . 46
  
  ARTICLE XI

    TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . . . 46
    Section 11.1.  Creation of Trust Fund. . . . . . . . . . . . . 46
    Section 11.2.  No Right to Assets. . . . . . . . . . . . . . . 47
    Section 11.3.  Benefits Provided Solely By Trust . . . . . . . 47
  
  ARTICLE XII

    AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 47
  
ARTICLE XIII

    TERMINATION; DISCONTINUANCE OFCONTRIBUTIONS; MERGER OF
      PLANS; ADOPTION CONDITIONED UPON QUALIFICATION . . . . . . . 48
    Section 13.1.  Right to Terminate Plan . . . . . . . . . . . . 48
    Section 13.2.  Discontinuance of Contributions . . . . . . . . 49
    Section 13.3.  Evidence of Termination . . . . . . . . . . . . 49
    Section 13.4.  Merger of Plans . . . . . . . . . . . . . . . . 49
    Section 13.5.  Plan Adoption Conditioned Upon Qualification. . 50
  
  ARTICLE XIV
  
    MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 51
    Section 14.1.  Alternative Payees in the Event of 
              Incapacity . . . . . . . . . . . . . . . . . . . . . 51
    Section 14.2.  Nonassignment of Benefits, Qualified Domestic
              Relations Orders. . .  . . . . . . . . . . . . . . . 51
    Section 14.3.  Plan Creates No Employment Rights . . . . . . . 52
    Section 14.4.  Limit on Company Liability. . . . . . . . . . . 53
    Section 14.5.  Nondiversion of Assets. . . . . . . . . . . . . 53
    Section 14.6.  Missing Participants and 
              Beneficiaries . . . . .  . . . . . . . . . . . . . . 54
    Section 14.7.  Indemnification of Committee Members. . . . . . 55
    Section 14.8.  Plan Headings . . . . . . . . . . . . . . . . . 55
    Section 14.9.  Number and Gender . . . . . . . . . . . . . . . 55
    Section 14.10. Separability of Provisions. . . . . . . . . . . 56
    Section 14.11. Interpretation of Provisions. . . . . . . . . . 56


 

                                PREAMBLE
  
  
            This Plan shall be known as the "Homeland Stores, Inc.
  Employee Stock Bonus Plan".  The object of the Plan is to provide
  certain Bargaining Unit Employees of Homeland Stores, Inc. with an
  ownership interest in Homeland Stores, Inc.  The Plan is intended to
  be qualified as a stock bonus plan under Section 401(a) of the Code.
  

                                ARTICLE I

                               DEFINITIONS
  
        Section 1.1   "Adjustment Factor" shall mean the cost of living
  adjustment factor prescribed by the Secretary of the Treasury under
  Section 415(d) of the Code, as applied to such items and in such
  manner as the Secretary shall provide. 
        Section 1.2   "Affiliate" shall mean any entity affiliated with the 
  Company as described in Section 414(b) of the Code with respect to
  controlled groups of corporations, Section 414(c) of the Code with
  respect to trades or businesses under common control, Section 414(m)
  of the Code with respect to affiliated service groups, or regulations
  which may be prescribed under Section 414(o) of the Code with respect
  to any entity required to be aggregated with the Company pursuant to
  regulations under such Section of the Code; except that, for purposes
  of applying the provisions of Sections 4.3, 4.4 and 4.5 with respect
  to the limitations on contributions, Section 415(h) of the Code shall
  apply.
        Section 1.3   "Bargaining Unit Employee" shall mean an individual
  who, following the completion of the Employee Buyout Plan (as defined
  in the Collective Bargaining Agreements), performs services for the
  Company in an employer-employee relationship on a regular and non-
  temporary basis, and who is in a bargaining unit covered by a
  Collective Bargaining Agreement.  For purposes of computing the
  number of Years of Vesting Service to be credited to a Bargaining
  Unit Employee, any period during which the Bargaining Unit Employee
  was a Leased Employee of the Company, and any period of employment
  with (or as a leased employee of) any other corporation, partnership,
  or proprietorship which is not the Company, shall be taken into
  account to the same extent it would have been if it had been employ-
  ment by the Company, but only to the extent that (i) the other corpo-
  ration, partnership, or proprietorship is or was, at the time such
  employment occurred, an Affiliate or (ii) such employment constitutes
  service with a predecessor employer within the meaning of Sec-
  tion 414(a) of the Code.  The term Bargaining Unit Employee does not
  include any such person employed on a temporary or casual basis.  A
  person otherwise regularly employed by the Company shall be deemed to
  continue to be regularly employed by the Company if such person is on
  Leave of Absence.
        Section 1.4   "Beneficiary" shall mean the person or persons
  (including a trust or estate) who are entitled to receive any benefit
  payable hereunder by reason of the death of a Participant, as
  designated pursuant to Section 8.6.
        Section 1.5   "Board" shall mean the Board of Directors of the
    Company.
        Section 1.6   "Change of Control" shall mean a change of control as 
  defined in the Indenture Agreement, dated as of August 2, 1996, by
  and among the Company, Homeland Holding Corporation and Fleet
  National Bank.
        Section 1.7   "Code" shall mean the Internal Revenue Code of 1986,
  as amended.
        Section 1.8   "Collective Bargaining Agreements" shall mean the
  modified union agreement between United Food & Commercial Workers
  Union, Locals No. 76, 322, 340, 540, 1000, chartered by the United
  Food and Commercial Workers International Union, and the Company
  effective as of August 4, 1996, the AFL-CIO agreement between the
  Company and the Bakery Confectionery & Tobacco Workers Union, Local
  No. 173 effective as of August 4, 1996.
        Section 1.9   "Committee" shall mean the committee appointed in
  accordance with Article IX.
        Section 1.10  "Company" shall mean Homeland Stores, Inc., or any
  successor corporation by merger, purchase, consolidation or
  otherwise. 
        Section 1.11  "Compensation" shall mean a Bargaining Unit Employee's
  total taxable compensation from the Company for the Plan Year;
  provided, however, that Compensation shall not include any amounts in
  excess of $150,000 (or such other amount as may be determined from
  time to time under Section 401(a)(17) of the Code).
        Section 1.12  "Computation Period" shall mean the Plan Year.
        Section 1.13  "EBITDA" shall have the meaning ascribed thereto in
  the New Bank Credit Agreement, dated as of August 2, 1996.
        Section 1.14  "Effective Date" shall mean August 2, 1996, the
  Effective Date as defined in the Company's First Amended Joint Plan
  of Reorganization dated June 13, 1996.
        Section 1.15  "Employment Commencement Date" shall mean the date on
  which a Bargaining Unit Employee first performs an Hour of Service
  for the Company.
        Section 1.16  "ERISA" shall mean the Employee Retirement Income
  Security Act of 1974, as amended.
        Section 1.17  "Highly Compensated Employee" shall mean, with respect
  to a Plan Year, any employee (and any Leased Employee of the Company)
  who during the Plan Year or the preceding Plan Year:
        (a)  was an owner of more than five percent of the value
    of outstanding stock, or of stock possessing more than five
    percent of the total combined voting power of all stock, of the
    Company which is a corporation, or of more than five percent of
    the capital or profits interest of the Company which is not a
    corporation; or
        (b)  received compensation from the Company in excess of 
    $75,000 (or such other amount determined from time to time
    under Section 414(q)(l) of the Code); or
        (c)  received compensation from the Company in excess of 
    $50,000 (or such other amount determined from time to time
    under Section 414(q)(l) of the Code) and was in the Top-Paid
    Group of Employees (as defined below) for the Plan Year; or
        (d)  was at any time during the Plan Year an officer of
    the Company and received compensation exceeding 50 percent of
    the limitation in effect under Section 415(b)(l)(A) of the
    Code.
  An employee who for the current Plan Year, but not for the preceding
  Plan Year, is described in subsection (b), (c) or (d) above shall not
  be considered to be described in such subsections unless he is also
  one of the 100 highest paid employees of the Company for the Plan
  Year.  For purposes of subsection (d) above, the number of employees
  counted as "officers" shall be limited to the lesser of (i) 50 or
  (ii) the greater of three or ten percent of all active employees of
  the Company, and, if for a Plan Year there is no officer of the
  Company who receives compensation exceeding 50 percent of the
  limitation in effect under Section 415(b)(l)(A) of the Code, the
  highest paid officer of the Company shall be deemed to be a Highly
  Compensated Employee.  The "Top-Paid Group of Employees" for a Plan
  Year is the group consisting of the top twenty percent of the
  employees when ranked on the basis of compensation paid during the
  Plan Year.  In determining the number of employees in the "Top-Paid
  Group of Employees" there shall be excluded any employee (i) who has
  been employed for less than 6 months, (ii) who normally works less
  than 17-1/2 hours each week or less than 6 months each year,
  (iii) who has not reached age 21, (iv) except to the extent required
  otherwise in regulations under Section 414(q) of the Code, whose
  employment is covered by a collective bargaining agreement between
  the Company and the employee's collective bargaining representative,
  or (v) who is a nonresident alien who did not receive any earned
  income from the Company which constitutes income from sources within
  the United States.  If an individual is a member of the family (that
  is, the spouse, a lineal ascendant or descendant, or the spouse of a
  lineal ascendant or descendant) of an employee described in sub-
  section (a) above, or of an employee who is one of the ten Highly
  Compensated Employees paid the greatest compensation for the Plan
  Year, such individual shall not be considered to be a separate
  employee and such individual's compensation shall be treated as if
  paid to the employee described in subsection (a) above or who is one
  of the ten Highly Compensated Employees paid the greatest
  compensation for the Plan Year.  For purposes of this Section 1.18,
  "the Company" shall include all corporations, partnerships and pro-
  prietorships which are Affiliates and an employee's annual
  compensation from all such entities shall be aggregated and shall
  include compensation for services which would be currently includible
  but for a salary reduction election under Section 125 or Sec-
  tion 401(k) of the Code.  However, for purposes of the ownership test
  in subsection (a) above, each such entity shall be considered
  separately as the Company, and "ownership" shall be determined by
  applying the constructive ownership rules contained in Section 318 of
  the Code (but applied by substituting five percent for fifty percent
  in Section 318(a)(2)(C) of the Code).
        Section 1.18  "Hour of Service" shall mean:  
        (a)  Each hour for which an employee is paid or is
    entitled to be paid for the performance of duties for the
    Company.
        (b)  Each hour for which an employee is directly or
    indirectly paid or is entitled to be paid for a period of time
    during which no duties are performed (irrespective of whether
    the employment relationship has terminated) due to vacation,
    holidays, illness, disability, layoff, jury duty, temporary
    military duty, or Leave of Absence.  However, no more than 501
    Hours of Service shall be credited under this subsection (b)
    for any single continuous period during which an employee
    performs no duties (whether or not such period occurs in a
    single Computation Period).  Further, no Hours of Service shall
    be credited on account of payments made solely under a plan
    maintained to comply with worker's compensation, unemployment
    compensation, or disability insurance laws, or to reimburse an 
    employee for medical expenses.
        (c)  Each hour for which back pay (ignoring any
    mitigation of damages) is either awarded to the employee or
    agreed to by the Company.  However, no more than 501 Hours of
    Service shall be credited under this subsection (c) for any
    single continuous period during which an employee would not
    have performed any duties.
        (d)  Solely for purposes of determining whether an
    employee has incurred a Break in Service, an employee who is
    not otherwise credited with an Hour of Service under sub-
    section (a), (b) or (c) above shall be credited with an Hour of
    Service for each additional hour that is part of an employee's
    customary work week with the Company during which the employee
    is on a Leave of Absence, provided the employee resumes
    employment with the Company upon the expiration of such Leave
    of Absence.
        (e)  Notwithstanding the foregoing, Hours of Service
    shall be credited in any Computation Period only under one of
    paragraphs (a), (b), (c) and (d) above; an employee may not
    receive double credit for the same Computation Period.
        (f)  If the Company finds it impractical to count the
    actual Hours of Service for any class or group of employees,
    each employee in that class or group shall be credited with 10
    Hours of Service for each day in which he has at least one Hour
    of Service.  However, an employee shall be credited only for
    his normal working hours during a paid absence.
        (g)  Hours of Service to be credited on account of
    payment to an employee (including back pay) shall be recorded
    in the period of service for which the payment was made.  If
    the period overlaps two or more Computation Periods, the Hours
    of Service credit shall be allocated in proportion to the
    respective portions of the period included in the several Com-
    putation Periods.  However, in the case of periods of 31 days
    or less, the Committee may apply a uniform policy of crediting
    the Hours of Service to either the first Computation Period or
    the second.
        (h)  In all respects an employee's Hours of Service shall
    be counted as required by Section 2530.200b-2 of the Department
    of Labor's regulations under Title I of ERISA which is
    incorporated herein by this reference.
        Section 1.19  "Initial Outstanding Shares" shall mean 522,222 shares
  of Stock.
        Section 1.20  "Leave of Absence" shall mean the interruption of the
  actual performance of services for and with the approval of the
  Company on account of (i) governmental service, sickness, disability,
  education or other cause interfering with the ability of such
  individual to perform services for the Company, (ii) the first 12
  weeks of any leave approved in writing, under uniform and non-
  discriminatory rules in accordance with the Family Medical Leave Act
  of 1993, or (iii) any other approved Leave of Absence which is in
  accordance with the Collective Bargaining Agreements.
        Section 1.21  "Leased Employee" shall mean a person who is
  performing services for the Company (and is not a common-law employee
  of the Company) if:
        (a)  such services are provided pursuant to an agreement 
    between the Company and any other entity (hereinafter referred
    to as the "leasing organization"),
        (b)  such person has performed the services for the
    Company (or a related company within the meaning of Section
    144(a)(3) of the Code) on a substantially full-time basis for a
    period of at least one year, and
        (c)  such services are of a type historically performed,
    in the business field of the Company, by its employees.
        Notwithstanding the foregoing, a person shall not be
  considered a Leased Employee if (i) he is covered by a plan
  maintained by the leasing organization that constitutes a safe harbor
  plan under Section 414(n)(5) of the Code and (ii) Leased Employees do
  not constitute more than 20% of the Company's non-highly compensated
  work force.  In applying the provisions of this paragraph, the
  Company may rely upon a written certification by the leasing organi-
  zation as to whether a person is covered by a plan of the type
  described.
        Section 1.22  "Matching Company Contributions" shall mean Company
  Contributions made pursuant to Section 3.5.
        Section 1.23  "Maternity or Paternity Absence" shall mean a period
  during which an employee is absent from work (i) by reason of the
  employee's pregnancy, (ii) by reason of the birth of a child of the
  employee, (iii) by reason of the placement of a child with the
  employee in connection with the employee's adoption of the child, or
  (iv) for purposes of caring for a child described in clause (ii) or
  (iii) above for a period beginning immediately following the birth or
  placement.  In no event shall an employee be considered to have been
  on a Maternity or Paternity Absence unless the employee timely pro-
  vides the Committee with sufficient information to establish that the
  employee's absence from work was on account of a Maternity or
  Paternity Absence and the number of days of such Maternity or
  Paternity Absence.
        Section 1.24  "Normal Retirement Age" shall mean the age of the
  Participant on the date on which occurs his Normal Retirement Date.
        Section 1.25  "Normal Retirement Date" shall mean the first to occur
  of (i) the last to occur of (A) a Participant's 65th birthday or (B)
  the fifth anniversary of the Participant's initial participation in
  the Plan or (ii) the Participant's mandatory retirement date under
  any retirement plan maintained by the Company or an Affiliate.
        Section 1.26  "Participant" shall mean any Bargaining Unit Employee
  who meets the requirements for eligibility under Article II or who
  has a Stock Account balance under the Trust.
        Section 1.27  "Plan" shall mean the Homeland Stores, Inc. Employee
  Stock Bonus Plan, as described herein or hereinafter amended.
        Section 1.28  "Plan Administrator" shall mean the Committee
  described in Article IX of the Plan.
        Section 1.29  "Plan Year" shall mean for the first Plan Year the
  short period beginning on the Effective Date and ending on December
  31, 1996 and for any Plan Year after the first Plan Year, the 12-
  month period beginning on January 1 and ending on December 31.
        Section 1.29  "Re-Employment Commencement Date" shall mean the first
  date following a Termination of Employment on which a Bargaining Unit
  Employee performs an Hour of Service for the Company.
        Section 1.30  "Stock" shall mean shares of common stock of the
  Homeland Holding Corporation, the parent company of Homeland Stores,
  Inc.
        Section 1.31  "Stock Account" shall mean a separate account
  reflecting a Participant's interest in the Stock held in the Trust. 
  Each Participant's Stock Account shall be consist of the following
  Sub-Accounts:
        (a)  A "Company Contribution Account" shall be maintained
  for each Participant which reflects  the Company Contributions
  allocated to the Participant pursuant to Sections 3.1 and 3.2,
  adjusted for earnings and losses attributable to the investment
  thereof.
        (b)  A "Profit Sharing Company Contribution Account"
  shall be maintained for each Participant which reflects Company
  Contributions pursuant to Section 3.3, adjusted for earnings and
  losses attributable to the investment thereof.
        (c)  A "Pre-Tax Employee Contribution Account" shall be
  maintained for each Participant which includes the Pre-Tax
  Contributions made by the Company on behalf of the Participant
  pursuant to Section 3.4, adjusted for earnings and losses
  attributable to the investment thereof.
        (d)  A "Matching Company Contribution Account" shall be
  maintained for each Participant which reflects the Matching Company
  Contributions allocated to the Participant pursuant to Section 3.5,
  adjusted for earnings and losses attributable to the investment
  thereof.
        (e)  An "After-Tax Contribution Account" shall be
  maintained for each Participant which includes the Participant's
  After-Tax Contributions, adjusted for earnings and losses
  attributable to the investment thereof.
        Section 1.33  "Termination of Employment" shall mean (a) the
  resignation of a Bargaining Unit Employee for any reason, (b) the
  dismissal of a Bargaining Unit Employee for any reason, or (c) the
  death or retirement of a Bargaining Unit Employee, including a
  cessation of employment on account of Total Disability.  Transfers by
  a Bargaining Unit Employee from employment by any The Company to
  employment by another employer shall not be regarded as a Termination
  of Employment as long as such Bargaining Unit Employee is still
  performing substantially the same services for the successor
  employer.
        Section 1.34  "Totally Disabled" or "Total Disability" shall mean a 
  disability which entitles a Participant to benefits under the
  Company's Long-Term Disability Income Plan.  Any determination of
  whether a Participant is Totally Disabled shall be made under rules
  uniformly applied to all Participants.
        Section 1.35  "Trust" shall mean the legal entity created by the
  Trust Agreement (and any amendments thereto) between the Company and
  the Trustee.
        Section 1.36  "Trust Agreement" shall mean the agreement between the
  Company and the Trustee establishing the Trust, as may be amended
  from time to time.
        Section 1.37  "Trust Fund" shall mean all property, real or
  personal, received or held by the Trustee as part of the Trust, plus
  all income and gains and minus all losses, expenses, and
  distributions chargeable thereto.
        Section 1.38  "Trustee" shall mean any corporation, individual or
  individuals who shall accept the appointment as Trustee to execute
  the duties of the Trustee as specifically set forth in the Trust
  Agreement.
        Section 1.39  "Valuation Date" shall mean the last day of each Plan
  Year and such other date or dates during the Plan Year as may be
  designated as such by the Committee.
        Section 1.40  "Year of Vesting Service" shall mean any Plan Year
  beginning on or after the Effective Date during which a Bargaining
  Unit Employee is credited with at least an Hour of Service.
  
                               ARTICLE II                                  
                     ELIGIBILITY AND PARTICIPATION         
                     
        Section 2.1   Eligibility.  Each person who is a Bargaining Unit
  Employee on the Effective Date shall become a Participant in the Plan
  on the Effective Date.  Any person who becomes a Bargaining Unit
  Employee of the Company after the Effective Date shall become a
  Participant in the Plan on the January 1 or July 1 following the date
  on which he first becomes a Bargaining Unit Employee. 
        Section 2.2   Periods of Eligibility.  A Bargaining Unit Employee
  who becomes a Participant in accordance with Section 2.1 shall
  continue to be eligible to receive contributions under the Plan until
  the earlier to occur of (i) his Termination of Employment or (ii) the
  date he is no longer a Bargaining Unit Employee.  For this purpose, a
  Bargaining Unit Employee who previously satisfied the initial
  eligibility requirements of Section 2.1, but who either ceased to be
  a Bargaining Unit Employee or terminated employment, shall enter or
  re-enter the Plan, as the case may be, as of either (i) the next
  January 1 or July 1, after he again becomes a Bargaining Unit
  Employee, if the Bargaining Unit Employee was not previously a
  Participant, or (ii) the Bargaining Unit Employee's Re-employment
  Commencement Date or the date the Bargaining Unit Employee again
  satisfies the eligibility requirements of Section 2.1, as the case
  may be, if he was previously a Participant.
  
                               ARTICLE III                                 
                              CONTRIBUTIONS
  
        Section 3.1   Initial Company Contributions.  As soon as
  practicable following the completion of the Employee Buyout Plan and
  as of each of the first two anniversaries thereof, the Company shall
  contribute to the Trust 58,025 shares of Stock.
        Section 3.2   Additional Company Contributions Based on
  EBITDA.
        (a)  If the Company's EBITDA for the period beginning on
  the Effective Date and ending on the day immediately prior to the
  first anniversary of the Effective Date exceeds $25 million, then the
  Company shall contribute to the Trust, as soon as practicable
  following the first anniversary of Effective Date, 58,025 shares of
  Stock. 
        (b)  If the Company's EBITDA for the period beginning on
  the first anniversary of the Effective Date and ending on the day
  immediately prior to the second anniversary of the Effective Date
  exceeds $27.5 million, then the Company shall contribute to the
  Trust, as soon as practicable following the second anniversary of
  Effective Date, 58,025 shares of Stock.
        (c)  If the Company's EBITDA for the period beginning on
  the second anniversary of the Effective Date and ending on the day
  immediately prior to the third anniversary of the Effective Date
  exceeds $30.25 million, then the Company shall contribute to the
  Trust, as soon as practicable following the third anniversary of
  Effective Date, 58,025 shares of Stock.
        Section 3.3   Discretionary Company Contributions.  In
  addition to contributions made pursuant to Sections 3.1 and 3.2
  above, the Company, in its sole discretion, may make additional
  contributions of cash or Stock to the Plan.
        Section 3.4   Participant Pre-Tax Contributions.  Within 30
  days (or such greater or lesser period as the Committee shall
  determine, subject to all applicable laws) after the completion of
  the Employee Buyout Plan, and each of the first two anniversaries
  thereof, each Participant who is employed by the Company or on a
  Leave of Absence as of such date, shall be entitled to enter into a
  salary reduction agreement with  the Company pursuant to which the
  Employee's salary shall be reduced by an amount and the Company shall
  contribute Stock to the Plan on behalf of the Employee, with a value 
  (determined in accordance with Section 9.6) equal to the amount the
  Participant so elects up to the Applicable Limit.  For purposes of
  the paragraph the Applicable Limit (determined on an aggregate basis
  for all Participants) shall mean 58,025 shares of Stock.  If, as of
  the beginning of the Plan Year, the Participants (in the aggregate)
  have elected to reduce their salary in an amount in excess of the
  Applicable Limit, then the Participant's election with the highest
  salary reduction request shall be reduced by the dollar amount
  required to cause such Participant's salary reduction request to
  equal the salary reduction request of the Participant with the next
  highest salary reduction request.  If a lesser reduction would enable
  the aggregate amount of Stock requested to be purchased by the
  Company and contributed on behalf of the Participants not to exceed
  the Applicable Limit, then only this lesser reduction shall be made. 
  This process is repeated until the Applicable Limit is not exceeded.
        Section 3.5   Matching Company Contributions.  With respect to
  any Bargaining Unit Employee who makes a timely contribution pursuant
  Section 3.4, the Company shall make a Matching Company Contribution
  in the form of Stock, as soon as practicable after the end of each
  period during which Bargaining Unit Employees can make a contribution
  under such Section, equal to 33 1/3% of the amount actually contributed
  by the Participant pursuant to Section 3.4.  Any such matching
  contribution shall be allocated to each Participant's Matching
  Company Contribution Account in accordance with Article IV of the
  Plan.
        Section 3.6   Additional Contributions Upon Change of Control
  of the Company.  In the event of a Change of Control of the Company:
        (a)  The Company shall contribute the number of shares of
  Stock that have been contributed under Sections 3.1, 3.2 and 3.5, on
  behalf of Participants on the date of the Change of Control (or as
  soon as practicable thereafter) on behalf of such Participants
  whether or not the criteria applicable to such contributions set
  forth in Sections 3.1, 3.2 and 3.5, respectively, have been
  satisfied.  Contributions pursuant to this paragraph 3.6(a) shall be
  allocated in accordance with Article 4 and the Participants receiving
  such contributions shall be immediately vested in any Stock allocated
  to their Stock Account.
        (b)  In addition to paragraph (a) above, the Company
  shall contribute Stock or cash (at the option of the Company) on the
  date of the Change of Control (or as soon as practicable thereafter),
  on the Participant's behalf, in an amount equal to 174,074 shares of
  Stock (3 1/3% of Initial Outstanding Shares) less the value of any
  amount that the Company has previously contributed pursuant to
  Section 3.5 hereof.  The additional contribution made pursuant to
  this Section 3.6(b) shall be allocated to all Participants who are
  Bargaining Unit Employees on the date of the Change in Control on a
  per capita basis.
        (c)  If any contributions provided for in this Section
  3.6 cannot be allocated to a Participant because of the limitations
  set forth in Sections 3.7 and 4.3, then such Participant's allocation
  shall be reduced by the amount required to cause the Participant not
  to exceed such limits. Any amount that is reduced under this
  paragraph (c) shall be reallocated to the remaining Participants who
  are Bargaining Unit Employees on the date of the Change in Control on
  a per capita basis.
        Section 3.7   Limitations on Contributions.
        (a)  No Participant shall be permitted elect to receive
  Company contributions under Section 3.4 of the Plan during any
  calendar year in excess of $9,500 (adjusted by the Adjustment
  Factor).  If a Participant's contributions to the Plan and to any
  other plan, contract or arrangement maintained by  the Company during
  any calendar year would exceed $9,500 (as adjusted by the Adjustment
  Factor), the contributions will be deemed to be after-tax
  contributions in accordance with Regulation Section 1.402(a)-1(d)(1)
  and will be credited to the Participant's After-Tax Contribution
  Account.
        (b)  The Company shall have the right, as and to the
  extent that it, in its discretion, deems necessary or appropriate, to
  limit contributions by any Highly Compensated Employee to the extent
  necessary to assure that the Average Actual Deferral Percentage for
  all Eligible Participants who are Highly Compensated Employees meets
  either of the following tests:
        (i)  The Average Actual Deferral Percentage for Eligible 
    Participants who are Highly Compensated Employees for the Plan
    Year shall not exceed the Average Actual Deferral Percentage
    for Eligible Participants who are not Highly Compensated
    Employees for the Plan Year multiplied by 1.25; or
        (ii) The Average Actual Deferral Percentage for Eligible
    Participants who are Highly Compensated Employees for the Plan
    Year shall not exceed the Average Actual Deferral Percentage
    for Eligible Participants who are not Highly Compensated
    Employees for the Plan Year multiplied by two (2), provided,
    that the Average Actual Deferral Percentage for Eligible
    Participants who are Highly Compensated Employees does not
    exceed the Average Actual Deferral Percentage for Eligible
    Participants who are not Highly Compensated Employees by more
    than two (2) percentage points or such lesser amount as the
    Secretary of the Treasury shall prescribe to prevent the
    multiple use of this alternative limitation with respect to any
    Highly Compensated Employee.
        (c)  For purposes of this Section 3.7, the following
  terms shall have the following meanings:
        (i)  "Actual Deferral Percentage" shall mean the ratio
      (expressed as a percentage) of Contributions on behalf of the
      Eligible Participant for the Plan Year to the Eligible
      Participant's Compensation for the Plan Year.  For purposes of
      determining the Actual Deferral Percentage of a Participant who
      is a Highly Compensated Employee, the Employee Contributions -
      and Compensation for such Participant shall include the
      contributions and Compensation of Family Members, but such
      Family Members shall be disregarded in determining the Actual
      Deferral Percentage for Eligible Participants who are not
      Highly Compensated Employees.  For purposes of this Section 3.8
      "Family Members" shall mean a Participant's spouse and lineal
      ascendants or descendants and the spouses of such lineal
      ascendants or descendants.
        (ii) "Average Actual Deferral Percentage" shall mean the
      average (expressed as a percentage) of the Actual Deferral
      Percentages of the Eligible Participants in a specified group.
        (iii)"Eligible Participant" shall mean a Covered Employee
      who is otherwise authorized under the terms of the Plan to have
      contribution and employer nonelective contributions allocated
      to the Participant's Pre-Tax Employee Contribution Account for
      the Plan Year.
  
                               ARTICLE IV                                  
                      ALLOCATION OF CONTRIBUTIONS   

        Section 4.1   Establishment of Accounts.  There shall be established
  a Stock Account in the name of each Participant.  All shares of Stock
  allocated to a Participant shall be credited to his appropriate sub-
  account in his Stock Account.
        Section 4.2   Allocations to Participants' Accounts.
        (a)  As of the last day of each Plan Year, but subject to
  the limitations in Section 4.3, the Stock contributed, or acquired by
  the Plan with cash contributions from the Company during the Plan
  Year, in accordance with Section 3.1 shall be allocated among the
  Stock Accounts of Participants who were employed both on the date of
  completion of the Employee Buyout Plan and on the last day of the
  applicable Plan Year, on a per capita basis, except that Bargaining
  Unit Employees who are scheduled to work part-time (as defined in the
  Collective Bargaining Agreements) and any Bargaining Unit Employee
  who first becomes a Participant during such Plan Year shall receive
  one-half the number of shares granted to full-time Bargaining Unit
  Employees.
        (b)  The Stock contributed by the Company during the Plan
  Year, in accordance with Section 3.2 shall be allocated to
  Participants who were employed for at least six months of the
  applicable Plan Year and are employed on the last day of the Plan
  Year, on a per capita basis, except that Bargaining Unit Employees
  who are scheduled to work part-time (as defined in the Collective
  Bargaining Agreements) and any Bargaining Unit Employee who first
  becomes a Participant during such Plan Year shall receive one-half
  the number of shares granted to full-time Bargaining Unit Employees.
        (c)  The Stock contributed by the Company during the Plan
  Year in accordance with Section 3.3 shall be allocated among the
  Stock Accounts of Participants who are employed on the last day of
  the Plan Year, on a per capita basis, except that Bargaining Unit
  Employees who are scheduled to work part-time (as defined in the
  Collective Bargaining Agreements) and any Bargaining Unit Employee
  who first becomes a Participant during such Plan Year shall receive
  one-half the number of shares granted to full-time Bargaining Unit
  Employees.
        (d)  The Stock contributed by the Company on the behalf
  of Participants during the Plan Year and pursuant to Section 3.4,
  shall be allocated in accordance with Participants' salary reduction
  agreements.
        (e)  The Stock contributed by the Company during the Plan
  Year, in accordance with Section 3.5, shall be allocated based on the
  ratio of each Participant's Pre-Tax Contributions pursuant to Section
  3.4 for such Plan Year to the total Pre-Tax Contributions of all
  Participants who made Contributions pursuant to Section 3.4 for such
  Plan Year.
        Section 4.3   Overall Annual and Cumulative Limitations.
        (a)  Basic Limitations.  The "annual addition" (as
  defined in Section 4.5) for any Plan Year with respect to a Partici-
  pant shall not exceed the least of (i) $30,000, or 25 percent of the
  dollar limitation in effect for such Plan Year under Section
  415(b)(l)(A) of the Code, if that is greater, (ii) 25 percent of the
  Participant's total compensation for the Plan Year (including
  bonuses, commissions and overtime pay, but excluding any amounts
  which would not be included in his compensation for purposes of
  Section 415 of the Code), or (iii) the maximum amount that can be
  allocated to the Participant without resulting in the sum of the
  Participant's defined benefit fraction (within the meaning of Section
  415(e)(2) of the Code) and the Participant's defined contribution
  fraction (within the meaning of Section 415(e)(3) of the Code)
  exceeding 1.0 for such Plan Year.  For the purpose of this Section,
  all defined benefit plans (whether or not terminated) of the
  Company and Affiliates shall be treated as a single defined benefit
  plan and all defined contribution plans (whether or not terminated)
  of the Company and Affiliates shall be treated as one defined
  contribution plan.
        (b)  Adjustments.  To the extent that the annual addition
  otherwise allocable to a Participant exceeds the limitation pre-
  scribed in this Section 4.3, the annual addition to the Stock Account
  of a Participant shall be reduced by such portion of such excess as
  the Committee determines is necessary to reduce the annual addition
  to an amount that complies with such limitation; provided, however,
  any such reduction in the annual addition under this Plan shall be
  made only after (x) the projected annual benefit of the Participant
  has been reduced to the maximum extent possible pursuant to the terms
  of any defined benefit plans of the Company and Affiliates (if the
  limit described in clause (iii) of Section 4.3(a) may be exceeded)
  and then (y) the maximum possible reduction is made in the annual
  addition to the accounts of the Participant under all other defined
  contribution plans of the Company and Affiliates (if any limit may
  be exceeded).  To the extent the contributions are reduced as
  provided for herein, contributions made pursuant to Sections 3.4 and
  3.5 shall be reduced before any other amounts.
        Section 4.4   Basis for Limitation Computations.  All computations
  with respect to the limitations under this Article on annual
  additions shall be made on the basis of each Plan Year, pursuant to
  the rules set forth in Section 415 of the Code and the regulations
  promulgated thereunder which are herein incorporated by this
  reference.
        Section 4.5   Definitions for Limitation Computations.  As used
  herein, the term "annual addition" means, with respect to any Active
  Participant, the sum of (i) with respect to this Plan, that
  percentage of the Company' contributions allocated to the Partici-
  pant's Stock Account as of the end of the Plan Year pursuant to Sec-
  tion 4.3 and (ii) with respect to other defined contribution plans
  (as defined in Section 414(i) of the Code) maintained by the
  Company and Affiliates, (1) all contributions made by the Company
  and Affiliates allocable to the Participants' account and (2) all
  contributions made by a Participant thereunder.
  
                               ARTICLE V      
              VALUATION OF FUND AND ADJUSTMENTS TO ACCOUNTS
  
        Section 5.1   Determination of Number of Shares of Stock and Market
  Value.  Subject to Section 9.6, the Trustee, or investment manager if
  so designated, shall determine the current fair market value of all
  assets held in the Trust Fund as of each Valuation Date.
        Section 5.2   Adjustments for Net Changes in Assets.  As of each
  Valuation Date, the Trustee shall determine the net increase or
  decrease in the number of shares of Stock, and the net increase or
  decrease in the current fair market value of all other assets held in
  the Trust Fund since the prior Valuation Date as follows: the number
  of shares of Stock credited to a Participant's Stock Account
  immediately after the preceding Valuation Date shall be the number or
  balance as adjusted for (i) payment of benefits under Article VIII
  during the valuation period, (ii) contributions by the Company or the
  Participant under Article III of the Plan, and (iii) any dividends or
  other distributions issued on the Stock in the Participant's Account. 
  The adjustments described in this Section 5.2 shall be made each Plan
  Year or other valuation period designated by the Committee before any
  Stock or other amounts are allocated to Participants' Stock Accounts
  with respect to such Plan Year or valuation period pursuant to
  Section 4.3.
        Section 5.3   Treatment of Expenses.  All expenses incurred by the
  Committee and the Trustee in connection with administering the Plan
  and the Trust Fund shall be paid by the Trustee from the Trust Fund
  to the extent the expenses have not been paid or assumed by the
  Company within 30 days of a request for such payment by the Trustee.
  
                               ARTICLE VI       
                                ROLLOVERS
  
        Section 6.1   Direct Rollovers and Rollover Notices. 
  Notwithstanding any provision in the Plan to the contrary that would
  otherwise limit a distributee's election under this Section, a
  Participant or other distributee under the Plan may elect to have any
  portion of an eligible rollover distribution paid directly to an
  eligible retirement plan specified by the distributee in a direct rollover.
        Any such election shall be made at the time and in the
  manner prescribed by the plan administrator and shall be subject to
  any uniform restrictions or limitations (permissible under Section
  401(a)(31) and other applicable Code provisions) that the plan
  administrator may impose under rules adopted by it.
        To the extent and in the manner required by Section
  402(f) of the Code, each distributee who is to receive an eligible
  rollover distribution from the Plan shall be notified of the special
  Federal income tax provisions applicable to such distribution.
        For purposes of this Section, the following definitions
  shall apply:
        (a)  An "eligible rollover distribution" is any lump sum 
    payment or other distribution of all or any portion of the
    balance to the credit of the distributee, except that an
    eligible rollover distribution does not include:  (i) any life
    annuity or other 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 10 years or more; (ii) any
    distribution to the extent such distribution is required under 
    Section 401(a)(9) of the Code; and (iii) the portion of any
    distribution that is not includible in gross income (determined
    without regard to the exclusion for net unrealized appreciation
    with respect to employer securities).
        (b)  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)  A "distributee" includes a Participant (whether or
    not he has terminated employment).  In addition, the
    Participant's surviving spouse and the Participant'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)  A "direct rollover" is a payment by the Plan to the 
    eligible retirement plan specified by the distributee.
        Section 6.2   Waiver of 30-Day Notice.  If a Participant receives a 
  distribution to which Sections 401(a)(11) and 417 of the Code do not
  apply, such distribution may commence less than 30 days after the
  notice required under Section 1.411(a)-11(c) of the Income Tax
  Regulations is given, provided that:
        (a)  the Plan Administrator clearly informs the
  Participant that such 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
        (b)  the Participant, after receiving the notice,
  affirmatively elects a distribution.
  
                               ARTICLE VII          
                        VESTING AND FORFEITURES
  
        Section 7.1   Vesting Schedule.  A Participant shall be fully
  vested at all times in his Stock Account.
        Section 7.2   Vesting and Nonforfeitability.  A Participant's
  interest in his Stock Account which has become vested shall not be
  forfeited for any reason.
  
                               ARTICLE VIII      
                            PAYMENT OF BENEFITS
  
        Section 8.1   Distributions to Participants.  Except as
  otherwise provided below, any Participant who incurs a Termination of
  Employment may elect to receive the vested balance in his Stock
  Account (i) in a single lump sum as soon as practicable after the
  Valuation Date coincident with or next following the Participant's
  Termination of Employment or (ii) in up to two approximately equal
  annual installments (but in no event shall installment payments be
  permitted over a period exceeding the Participant's life expectancy)
  commencing as soon as practicable after the Valuation Date coincident
  with or next following the Participant's Termination of Employment.
        If the Participant's vested balance in his Stock Account
  is more than $3,500 (as valued in accordance with Section 9.6),
  unless the Participant elects an earlier payment, no distribution
  shall commence prior to the later of the date the Participant reaches
  Normal Retirement Age or has a Termination of Employment.  Such
  Participant's vested balance in his Stock Account shall be
  distributed as soon as practicable following the Valuation Date
  coincident with or next following the later of the date the
  Participant reaches Normal Retirement Age or has a Termination of
  Employment.  If a Participant's vested balance in his Stock Account
  is $3,500 or less (as valued in accordance with Section 9.6) at his
  Termination of Employment, the Participant shall receive an immediate
  lump sum distribution of such interest as soon as practicable after
  the Valuation Date coincident with or next following his Termination
  of Employment.  In any event, distribution of the vested balance of a
  Participant's Stock Account shall commence no later than the April
  1st next following the end of the calendar year in which he reaches
  age 70-1/2, regardless of whether he is employed on such date.
        Section 8.2   Distributions to Beneficiaries.  If a
  Participant's employment is ended by his death, or if a Participant
  has any vested interest in his Stock Account at his Termination of
  Employment and he dies before all of his benefits are paid, his
  vested interest in his Stock Account shall be paid to his
  Beneficiary.  The Beneficiary's benefits will be paid as soon as
  practicable in a single lump sum (as valued in accordance with
  Section 9.6) not later than the end of the 60-day period commencing
  on the first day of the Plan Year commencing on or after the date of
  the Participant's death.
        Section 8.3   Distributions in Shares of Stock.  Except as
  provided in Section 8.1 or 8.2, a Participant's benefits shall be
  paid in shares of Stock, provided, however, that the value of any
  fractional share of Stock shall be paid in cash.
        Section 8.4   Delay in Benefit Determination.  If the
  Committee is unable to determine the benefits payable to a
  Participant or Beneficiary on or before the latest date prescribed
  for payment pursuant to Section 8.1 or 8.2, the benefits shall in any
  event be paid within 60 days after they can first be determined, with
  whatever make-up payments may be appropriate in view of the delay.
        Section 8.5   Accounting for Benefit Payments.  Any benefit
  payment shall be charged to the Participant's Stock Account as of the
  first day after the Valuation Date coincident with or next preceding
  the date of such benefit payment.
        Section 8.6   Designation of Beneficiaries.  A Participant may
  designate a Beneficiary or Beneficiaries (in any order of priority)
  by written notice filed with the Committee, and may change his
  designated Beneficiary at any time by designating a new Beneficiary
  or Beneficiaries in the same manner, and no notice need be given to
  any prior designated Beneficiary; provided, however, that a Partici-
  pant's Beneficiary shall be the Participant's surviving spouse, if
  any, unless (i) such spouse consents in writing to the designation of
  another beneficiary acknowledging the effect of such designation and
  the nonspouse Beneficiary (including class of Beneficiaries or any
  contingent Beneficiaries) designated by the Participant, and such
  consent is witnessed by a notary public or the Plan Administrator, or
  (ii) it is established to the satisfaction of the Committee that such
  consent may not be obtained because there is no spouse, because the
  spouse cannot be located, or because of such other circumstances as
  prescribed by regulations issued under Section 417 of the Code.  Any
  consent by a spouse under the preceding sentence shall be irrevocable
  but shall be effective only with respect to such spouse.  Consent by
  a Participant's spouse shall not be necessary if a prior consent by
  the Participant's spouse expressly permits the Participant to make
  designations and changes without the spouse's subsequent consent.  If
  no beneficiary as designated or provided for above shall survive a
  deceased Participant, the payment of any death benefit shall be made
  to the Participant's surviving spouse, if any, or, if none, to such
  of his descendants as shall survive him, if any, in equal shares, per
  stirpes, or, if none, to his surviving parents, or, if none, to his
  surviving brothers and sisters, or, if none, to his estate; and for
  all purposes hereof, any such Beneficiary shall be treated as if he
  had been designated by the Participant.
        Section 8.7   Option to Have Company Purchase Stock.  Any
  Participant or Beneficiary who receives any Stock and any person who
  receives Stock from a Participant or Beneficiary by reason of the
  Participant's or Beneficiary's death or incompetency may require the
  Company to purchase such Stock for its fair market value (the "put
  right") as described in this Section 8.7.  This put right shall apply
  only to the extent that Stock is not readily tradable on an
  established securities market in accordance with federal and state
  securities laws and regulations.  The put right shall be exercisable 
  by written notice to the Committee during the first 60 days after the
  Stock is distributed by the Plan, and, if not exercised in that
  period, during the first 60 days of the next Plan Year following the
  year of distribution.  If the put right is exercised, the Trustee
  may, if so directed by the Committee, assume the Company's rights and
  obligations with respect to purchasing the Stock, provided that the
  Company provides the Trustee with such funds as and when needed to
  effect such purchases.  (Any Stock repurchased by the Trustee
  hereunder shall be used to satisfy the Company's obligations under
  Article III and shall be allocated to Participants in accordance with
  the provisions of Article 4.  The Company or the Trustee (if so
  directed by the Committee) may elect to pay for the Stock in equal
  periodic installments (not less frequent than annually) over a period
  not longer than two years from the date the put right is exercised,
  with interest accruing on the unpaid balance at a reasonable rate to
  be determined by the Committee, in its sole discretion, and the first
  installment to be paid not later than 30 days after the Participant
  exercises the put option.  Nothing contained herein shall be deemed
  to obligate the Company to register any Stock under any federal or
  state securities law or to create a public market to facilitate
  transferability of Stock.
  
                               ARTICLE IX     
                     ORGANIZATION OF PLAN COMMITTEE;
                         ADMINISTRATION OF PLAN        
  
        Section 9.1   The Committee.  The Plan shall be administered by a
  Committee composed of not less than two members, to be appointed by
  the Board, each of whom is a director, officer or employee of the
  Company.  Each member of the Committee shall serve at the will of the
  Board and without compensation.  Any person may serve in more than
  one fiduciary capacity with respect to the Plan.  The Committee is
  the "named fiduciary" of the Plan within the meaning of ERISA and the
  "plan administrator" of the Plan within the meaning of and for the
  purposes of ERISA.
        Section 9.2   Committee Action, Rules and Expenses.  The Committee
  shall appoint a chairperson and a secretary from among its members
  approved by a majority of its members.  Any action by the Committee
  shall be taken by a vote of the majority of its members present at a
  meeting, at which at least two members are present, or signed by a
  majority of its members in writing without a meeting.  A quorum shall
  consist of two members.  Minutes of each meeting shall be kept and
  other appropriate books and records shall be maintained by the
  Committee.  The Committee may establish such rules as may be
  necessary or desirable for its own operations.  The proper expenses
  of the Committee in the performance of its duties, including fees for
  legal, clerical, accounting, appraisal and other services rendered to
  the Committee shall be paid by the Trustee out of the Trust Fund
  unless paid by  the Company.
        Section 9.3   Plan Administered By Committee.  The Committee shall
  administer the Plan and shall have complete control in the
  administration thereof.  In exercising any of its discretionary
  powers with respect to the administration of the Plan, the Committee
  shall act in a uniform and nondiscriminatory manner and for the ex-
  clusive benefit of Participants and their Beneficiaries.  The Board
  shall have no responsibility for the operation of the Plan, except as
  otherwise provided herein.  The Committee shall have all powers which
  are reasonably necessary to carry out its responsibilities under the
  Plan including, but not by way of limitation, the power to construe
  the Plan and to determine all questions that shall arise thereunder,
  and shall also have all the powers elsewhere in the Plan conferred
  upon it.  Except as otherwise provided herein, the decision of the
  Committee as to any disputed question arising hereunder, including
  questions of construction, interpretation and administration shall be
  final, binding and conclusive.
        Section 9.4   Retention of Advisors and Service-Providers.  The
  Committee may employ one or more persons to render advice with regard
  to any responsibility it has under the Plan or Trust.  The
  compensation of such person or persons shall be fixed by the
  Committee and shall be paid by the trustee out of the Trust Fund
  unless paid by  the Company.
        Section 9.5   Instructions to Trustee, Funding Policy.  The
  Committee shall give instructions or directions to the Trustee on all
  matters within the Committee's discretion under the terms of the
  Trust.  All disbursements by the Trustee, except for the reasonable
  expenses of administration of the Trust, shall be made upon, and in
  accordance with, the written instructions of the Committee.  The
  Committee shall have the power and the responsibility to establish
  and carry out a funding policy and method consistent with the objec-
  tives of the Plan and the requirements of ERISA.
        Section 9.6   Valuation of Stock.  As long as shares of Stock are
  not readily tradable on an established securities market, the fair
  market value of a share of Stock as of the end of each Plan Year and
  as of any other time shall, to the extent required pursuant to ERISA
  and the Code, be determined by an independent appraiser retained for
  such purpose by the Committee.  To the extent permitted under ERISA,
  the Committee shall be protected in relying upon the independent
  appraiser's determination of the fair market value of a share of
  Stock.
        Section 9.7   Voting of Stock.  To the extent that Stock held by the
  Trust Fund is entitled to be voted, and notwithstanding the Trustee's
  general authority to vote any Stock held by the Trust Fund, each
  Participant shall be entitled to direct the Trustee as to the manner
  in which such voting rights with respect to the shares of Stock
  allocated to his Stock Account will be exercised.
        Section 9.8   Power of Delegation.  The Committee may allocate among
  its members or delegate to any person who is not a member of the
  Committee any administrative responsibility which it has hereunder. 
  The responsibility of the Committee with respect to the management or
  control of the assets of the Trust Fund may be delegated or allocated
  to the Trustee or to an "investment manager" within the meaning of
  ERISA.  Any delegation or allocation of a responsibility pursuant to
  this Section shall be evidenced by the minutes of the meeting of the
  Committee at which such delegation or allocation was approved or, if
  no such meeting was held, by the writing under which such action was
  taken.
        Section 9.9   Communication By Committee.  Decisions and directions
  of the Committee may be communicated to the Trustee, a Participant, a
  Beneficiary, the Company or any other person who is to receive such
  decision or direction by a document signed by any one or more members
  of the Committee (or persons other than members) so authorized, and
  such decision or direction of the Committee may be relied upon by the
  recipient as being the decision or direction of the Committee.  The
  Committee may authorize one or more of its members, or a designee who
  is not a member, to sign on behalf of the entire Committee.
        Section 9.10  Reports of the Committee.  The Committee shall
  report to the Board, not less often than annually, on the performance
  of its responsibilities and on the performance of any persons to whom
  any of its powers and responsibilities may have been delegated pursu-
  ant to Section 9.8.
        Section 9.11  Resignation or Removal of Committee Member.  Any
  member of the Committee may resign by giving written notice to the
  Board not less than 30 days before the effective date of his
  resignation.  Any member of the Committee may be removed, with or
  without cause, at any time by the Board.  The Board shall fill
  vacancies in the Committee as soon as is reasonably possible after a
  vacancy occurs and, until a new appointment is made, the remaining
  members shall have full authority to act.
  
                               ARTICLE X    
                            CLAIMS PROCEDURE
  
        Section 10.1  Claim for Benefits.  Any request for a benefit payable
  under the Plan shall be made in writing by a Participant or
  Beneficiary (or an authorized representative of either of them), as
  the case may be, and shall be delivered to any member of the
  Committee.  Such written request shall be deemed filed upon receipt
  thereof by the Committee.  Such request shall be made within the time
  prescribed in the Plan for claiming a particular benefit or, if no
  time is so prescribed, within a reasonable time before payment of the
  benefit is to commence.
        Section 10.2  Request for Additional Information.  In the event a
  request for benefits contains insufficient information, the Committee
  shall, within 15 days after receipt of such request, send a written
  notification to the claimant setting forth a description of any addi-
  tional material or information necessary for the claimant to perfect
  the claim and an explanation of why such material is necessary.  The
  claimant's request shall be deemed filed with the Committee on the
  date the Committee receives in writing such additional information.
        Section 10.3  Committee Claim Determination.  The Committee shall
  make a determination with respect to a request for benefits within 90
  days after such request is filed (or within such extended period
  prescribed below).  The Committee shall notify the claimant whether
  his claim has been granted or whether it has been denied in whole or
  in part.  Such notification shall be in writing and shall be
  delivered, by mail or otherwise, to the claimant within the time
  period described above.  If the claim is denied in whole or in part,
  the written notification shall set forth, in a manner calculated to
  be understood by the claimant:
        (a)  the specific reason or reasons for the denial;
        (b)  specific reference to pertinent provisions of the
    Plan on which the denial is based;
        (c)  any additional material or information necessary for
    the claimant to perfect the claim as well as an explanation of
    why such material or information is necessary; and
        (d)  an explanation of the Plan's claim review procedure.
  Failure by the Committee to give notification pursuant to this
  Section within the time prescribed shall be deemed a denial of the
  request for the purpose of proceeding to the review stage.
        Section 10.4  Extension of Claim Processing Time.  If special
  circumstances require an extension of time for processing the claim,
  the Committee shall furnish the claimant with written notice of such
  extension.  Such notice shall be furnished prior to the termination
  of the initial 90-day period and shall set forth the special cir-
  cumstances requiring the extension and the date by which the
  Committee expects to render its decision.  In no event shall such
  extension exceed a period of 90 days from the end of such initial 90-
  day period.
        Section 10.5  Claims Appeal Procedure.  A claimant whose request for
  benefits has been denied in whole or in part, or his duly authorized 
  representative, may, within 60 days after written notification of
  such denial, file with the Committee a written request for a review
  of his claim.  Such written request shall be deemed filed upon
  receipt of same by the Committee.
        Section 10.6  Submission of Comments By Claimant.  A claimant who
  timely files a request for review of his claim for benefits, or his
  duly authorized representative, may review pertinent documents (upon
  reasonable notice to the Committee) and may submit the issues and his
  comments to the Committee in writing.  The Committee shall, within 60
  days after receipt of the written request for review (or within such
  extended period prescribed below), communicate its decision in
  writing to the claimant and/or his duly authorized representative
  setting forth, in a manner calculated to be understood by the
  claimant, the specific reasons for its decision and the pertinent
  provisions of the Plan on which the decision is based.  If the
  decision is not communicated within the time prescribed, the claim
  shall be deemed denied on review.
        Section 10.7  Extension of Claim Appeal Processing Time.  If special
  circumstances require an extension of time beyond the 60-day period
  described above for the Committee to render its decision, such as the
  need for holding a conference as provided below, the Committee shall
  furnish the claimant with written notice of the extension required. 
  Such notice shall be furnished prior to the termination of the
  initial 60-day period and shall set forth the special circumstances
  requiring the extension period.  In no event shall such extension
  exceed a period of 60 days from the end of such initial 60-day
  period.
        Section 10.8  Claimant's Right to a Conference.  If the claimant so 
  requests in his timely application for review, the Committee shall
  schedule a conference with the claimant (and/or his duly authorized
  representative).  Such conference shall be held at the offices of the
  Company at a date and time which is mutually agreed upon by the
  parties concerned, provided that in no event shall the conference be
  held more than 60 days after the Committee receives the claimant's
    written request for review of his claim.
  
                               ARTICLE XI 
                               TRUST FUND
  
        Section 11.1  Creation of Trust Fund.  The Trust Fund, created under
  the Trust Agreement entered into by the Company, consists of all
  payments to the Trustee as provided herein, together with the net
  increase or decrease of the Common Stock which shall be produced by
  the investments of the Trust Fund or the sale of any such
  investments, which shall be added to or deducted from the Trust Fund
  by the Trustee.  The Trust Fund shall be held, administered and
  invested in the manner provided in the Trust Agreement.
        Section 11.2  No Right to Assets.  All assets of the Trust Fund
  shall be owned by the Trustee and no asset shall be considered as
  belonging to any particular Account of a Participant or Beneficiary.
        Section 11.3  Benefits Provided Solely By Trust.  All benefits
  payable under the Plan shall be paid or
  provided for solely from the Trust Fund, and the Company assume no 
  liability or responsibility therefor.
  
                               ARTICLE XII    
                                AMENDMENTS
  
        The Board reserves the right at any time and from time to
  time, and retroactively if appropriate (including to the extent
  deemed necessary to meet the requirements of Section 401(a) of the
  Code, ERISA and any other laws), to modify or amend in whole or in
  part any or all of the provisions of the Plan; provided, however,
  that no such modification or amendment may be made which would cause
  or permit any part of the assets of the Trust Fund to be used for, or
  diverted to, purposes other than for the exclusive benefit of
  Participants or their Beneficiaries, or which would cause any part of
  the assets of the Trust Fund to revert to or become the property of
  the Company except as provided in Section 13.5 hereof; and provided,
  further, that, no such modification or amendment shall be made which
  would substantially and adversely affect the contributions or
  benefits of the Participants without the written approval of the
  unions subject to the Collective Bargaining Agreements which are
  adversely affected.
  
                               ARTICLE XIII 
                      TERMINATION; DISCONTINUANCE OF    
                    CONTRIBUTIONS; MERGER OF PLANS;   
                 ADOPTION CONDITIONED UPON QUALIFICATION 

        Section 13.1  Right to Terminate Plan.  While  the Company
  intends to continue the Plan indefinitely, nevertheless it assumes no
  contractual obligation as to its continuance and the Board may
  terminate the Plan at any time in its discretion.  Upon a termination
  of the Plan, no portion of the Trust Fund shall revert to the Company
  or an Affiliate or, after payment of all expenses of the Plan and
  Trust, be used for any purpose other than for the exclusive benefit
  of Participants and their Beneficiaries; except as provided in
  Section 13.5 hereof.
        Section 13.2  Discontinuance of Contributions. To the extent
  permitted by law, after a complete discontinuance of contributions by 
  the Company, the Plan and the Trust shall continue until all Stock
  Accounts have been distributed.  The Stock Account of each person
  affected by a complete discontinuance of contributions shall be
  distributed in any of the ways provided herein for the distribution
  of benefits upon a termination of employment.  Such distribution may
  be postponed until the time it would otherwise have commenced had
  there been no such discontinuance; provided, however, that the
  Trustee shall, at the direction of the Committee, distribute the
  amount in the Stock Account of such persons so affected at any prior
  time.
        Section 13.3  Evidence of Termination.  A certified copy of
  any resolution terminating the Plan, in whole or in part, shall be
  delivered to the Committee and the Trustee.
        Section 13.4  Merger of Plans.  In the case of any merger or
  consolidation of the Plan with, or any transfer of assets or
  liabilities of the Plan to, any other plan, each Participant shall be
  entitled to receive a benefit if the Plan were to terminate
  immediately after the merger, consolidation or transfer, which is not
  less than the benefit he would have been entitled to receive if the
  Plan had terminated immediately before the merger, consolidation or
  transfer.
        Section 13.5  Plan Adoption Conditioned Upon Qualification. 
  Notwithstanding any other provision of the Plan, the adoption of the
  Plan and the execution of the Trust Agreement are conditioned upon an
  initial determination by the Internal Revenue Service that the Plan
  meets the qualification requirements of Section 401(a) of the Code so
  that  the Company may deduct currently for federal income tax
  purposes its contributions to the Trust and so that the Participants
  may exclude the contributions (other than Participant After-Tax
  Contributions) from their gross income and recognize income only when
  they receive benefits.  In the event that this Plan is determined by
  the Internal Revenue Service not to qualify initially under Section
  401(a) of the Code, the Plan may be amended retroactively to the
  earliest date permitted by U.S. Treasury Regulations in order to
  secure qualification under Section 401(a) of the Code.  If this Plan
  is held by the Internal Revenue Service not to qualify initially
  under Section 401(a) of the Code as originally adopted or as so
  amended, Company's contributions to the Trust under this Plan
  (including any earnings thereon) shall be returned to it and this
  Plan shall be terminated.
  
                               ARTICLE XIV                                 
                              MISCELLANEOUS
  
        Section 14.1  Alternative Payees in the Event of Incapacity. 
  If any person to whom a benefit is payable hereunder is a minor or if
  the Committee determines that any person to whom such benefit is
  payable is incompetent by reason of physical or mental disability,
  the Committee may cause the payments becoming due to such person to
  be made to another for his benefit without responsibility of the
  Committee or the Trustee to see to the application of such payments. 
  Any payments made pursuant to such power shall, as to such payment,
  operate as a complete discharge of the Trust Fund, the Trustee and
  the Committee.
        Section 14.2  Nonassignment of Benefits, Qualified Domestic
  Relations Orders.  Except as otherwise provided by law, including
  pursuant to a "qualified domestic relations order" (as defined in
  Section 414(p) of the Code), the interest of any Participant or
  Beneficiary in the Trust Fund shall not be subject in any manner to
  anticipation, alienation, sale, transfer, assignment, pledge, encum-
  brance or charge, whether voluntary or involuntary, and any attempt
  to so anticipate, alienate, sell, transfer, assign, pledge, encumber
  or charge the same shall be void; nor shall any such distribution or
  payment be in any way liable for or subject to the debts, contracts,
  liabilities, engagements or torts of any person entitled to such
  distribution or payment.  If any Participant or Beneficiary is
  adjudicated bankrupt or purports to anticipate, alienate, sell,
  transfer, assign, pledge, encumber or charge any such distribution or
  payment, voluntarily or involuntarily, the Committee, in its
  discretion, may hold or cause to be held or applied such distribution
  or payment or any part thereof to or for the benefit of such
  Participant or Beneficiary in such manner as the Committee shall
  direct.  A determination by the Committee that a domestic relations
  order constitutes a qualified domestic relations order shall be
  binding and conclusive as to all parties.  The Committee shall
  establish reasonable procedures to determine the qualified status of 
  domestic relations orders and to administer distributions under such 
  qualified orders.
        Section 14.3  Plan Creates No Employment Rights.  This Plan
  shall not be deemed to constitute a contract of employment between
  the Company and any employee or other person whether or not in the
  employ of the Company, nor shall anything herein contained be deemed
  to give an employee or any other person, whether or not in the employ
  of the Company, any right to be retained in the employ of the
  Company, or to interfere with the right of the Company to discharge
  an employee at any time or to treat him without any regard to the
  effect which such treatment might have upon him as a Participant in
  the Plan, or any right to any payment whatsoever, except to the
  extent expressly provided for hereunder.
        Section 14.4  Limit on Company Liability.  No person shall
  have any right or interest in the Trust Fund other than as provided
  herein.  All benefits under the Plan shall be paid or provided solely
  from the Trust Fund and the Company assume no responsibility
  therefor.  Any final payment or final distribution to any Participant
  or Beneficiary in accordance with the provisions of the Plan shall be
  in full satisfaction of all claims against the Trust Fund, the
  Trustee, the Committee, the Company, the Board and any fiduciary
  with respect to the Plan or Trust.  The Trustee or the Committee may
  require any Participant or Beneficiary to execute a receipt and a
  general release of any and all such claims upon a final payment or
  final distribution, or a receipt to the extent of any partial payment
  or partial distribution.
        Section 14.5  Nondiversion of Assets.  Notwithstanding
  anything to the contrary contained in this Plan, or in any amendment
  hereto, it shall be impossible, at any time prior to the satisfaction
  of all liabilities with respect to the Participants or their
  Beneficiaries under the Plan, for any part of the Trust Fund, other
  than such part as is required to pay taxes and expenses of adminis-
  tration of the Plan, to be used for, or diverted to, purposes other
  than for the exclusive benefit of the Participants or their Benefici-
  aries under the Plan; provided, however, that in the event that the
  Committee shall certify that (i) any contribution has been made by
  the Company by a mistake of fact, (ii) a contribution to the Trust
  has been conditioned on qualification of the Plan under Section
  401(a) of the Code and that such qualification has been denied or
  (iii) a contribution has been conditioned upon the deductibility
  thereof under Section 404 of the Code and that such deduction has
  been disallowed, and shall direct the return of such contribution,
  the Trustee shall return such contribution (or the value thereof if
  lower than the amount of such contribution) to  the Company in
  accordance with such direction, but in no event shall any such return
  be made other than prior to the expiration of one year following the 
  payment thereof in the case of a direction under (i) above, the
  denial of qualification in the case of a direction under (ii) above,
  or the disallowance of the deduction in the case of a direction under
  (iii) above.
        Section 14.6  Missing Participants and Beneficiaries.  If a
  Participant or any Beneficiary cannot be located after a reasonable
  period of time but in any event prior to the date which such
  Participant's or Beneficiary's benefit would escheat under the
  applicable state law, such Participant's Stock Account or such
  Beneficiary's interest shall be forfeited.  If such Participant or
  Beneficiary shall contact the Committee, the amount forfeited shall
  be restored, to the extent possible, from forfeitures arising during
  the then current Plan Year or otherwise by Company contributions
  which shall be in addition to those provided for under Article III
  and allocated to the restored account.
        Section 14.7  Indemnification of Committee Members.    The
  Company shall indemnify each member of the Committee, each member of
  the Board, and any employee of the Company to whom a fiduciary
  responsibility with respect to the Plan is allocated or delegated
  from and against all liabilities, costs and expenses (including
  reasonable attorneys' fees) incurred by such person as a result of an
  act, omission or conduct in connection with the performance of his
  fiduciary duties, responsibilities and obligations under the Plan and
  under ERISA, except with respect to liabilities and claims arising
  from such person's own wilful misconduct or gross negligence.    the
  Company may obtain, pay for and maintain a policy or policies of
  insurance, the proceeds of which may be used in satisfying their
  obligations under this Section.
        Section 14.8  Plan Headings.  The headings in this Plan have
  been inserted for convenience of reference only, and are to be
  ignored in any construction of the provisions hereof.
        Section 14.9  Number and Gender.  In the construction of this
  Plan, the masculine shall include the feminine and the singular the
  plural, and vice versa, in all cases where such meanings would be
  appropriate.
        Section 14.10 Separability of Provisions.  If any provision of
  this Plan or the application of such provision to any person or
  circumstance shall be held invalid, the remainder of this Plan (and
  the application of such provision to any person or circumstance other
  than the person or circumstance to which it is held invalid) shall
  not be affected thereby.
        Section 14.11 Interpretation of Provisions.    The Company
  intend this Plan and the Trust to be a qualified stock bonus plan
  under Section 401(a) of the Code and to satisfy any applicable
  requirement under ERISA.  Accordingly, the Plan and Trust Agreement
  shall be interpreted and applied in a manner consistent with this
  intent, and to the extent not inconsistent therewith, in accordance
  with the laws of the State of Oklahoma.       
  
        IN WITNESS WHEREOF, and as evidence of the adoption of
  this Plan effective as of August 2, 1996 by the Company, it has
  caused the same to be signed by its duly authorized officers this 2nd
  day of August, 1996.
  
  
                             HOMELAND STORES, INC.
  
  
  
                             By:                  
  
  
  ATTEST: