Exhibit 10.3

















                    HANNAFORD CASH BALANCE PLAN

        (as amended and restated effective January 1, 1998)

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                         Table of Contents

ARTICLE I

     Definitions

ARTICLE II

     Participation
     2.1     Date of Participation
     2.2     Participation Requirements
     2.3     Transfers Among Affiliated Employers
     2.4     Re-employed Former Participant

ARTICLE III

     Retirement Dates
     3.1     Normal Retirement Date
     3.2     Early Retirement Date
     3.3     Deferred Retirement Date

ARTICLE IV

     Benefit Formulas
     4.1     Benefits For Participants Other Than Warehouse Participants

          (a)     Cash Balance Account
          (b)     Contribution Credit
          (c)     Interest Credit
          (d)     Normal Retirement Benefit
          (e)     Early Retirement Benefit
          (f)     Deferred Retirement Benefit
          (g)     Vested Benefit

     4.2      Benefits For Certain Warehouse Participants
     4.3     Employment Transfers

ARTICLE V

     Retirement at Normal Retirement Date
     5.1     Normal Retirement Benefit
     5.2     Form of Normal Retirement Benefit
     5.3     Qualified Joint and Survivor Annuity
     5.4     Disability Benefit


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ARTICLE VI

     Retirement at Early Retirement Date
     6.1     Early Retirement Benefit
     6.2     Form of Early Retirement Benefit
     6.3     Qualified Joint and Survivor Annuity

ARTICLE VII

     Retirement at Deferred Retirement Date
     7.1     Deferred Retirement Benefit
     7.2     Form of Deferred Retirement Benefit
     7.3     Qualified Joint and Survivor Annuity

ARTICLE VIII

     Termination of Employment
     8.1     Termination of Employment
     8.2     Vested Benefit
     8.3     Form of Benefit
     8.4     Qualified Joint and Survivor Annuity
     8.5     Forfeitures

ARTICLE IX

     Death Benefits
     9.1     Death Before Annuity Starting Date
     9.2     Death After Annuity Starting Date
     9.3     Designation of Beneficiary
     9.4     Qualified Domestic Relations Orders

ARTICLE X

     Qualified Joint and Survivor Annuity Election
     10.1     Election Period
     10.2     Written Explanation
     10.3     Additional Information Furnished Upon Request
     10.4     Election Not to Receive Qualified Joint and Survivor Annuity
     10.5     Qualified Joint and Survivor Annuity
     10.6     Spousal Consent

ARTICLE XI

     Optional Forms of Benefits
     11.1     Early Retirement Benefit - Optional Lump Sum
     11.2     Vested Benefit - Optional Lump Sum
     11.3     Contingent Annuitant Option
     11.4     Five Year Certain and Life Annuity Option
     11.5     Life Annuity Option
     11.6     Lump Sum Option


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ARTICLE XII

     Actuarial Assumptions and Lump Sum Distributions
     12.1     Actuarial Equivalency Assumptions
     12.2     Lump Sum Distributions

ARTICLE XIII

     Limitation on Benefits
     13.1     Limitation For Defined Benefit Plans
     13.2     Adjustments
     13.3     Reduction For Less Than Ten (10) Years of Participation or Service
     13.4     Adjustment to Dollar Limitation
     13.5     Limitation For Defined Benefit Plan and Defined Contribution Plan
     13.6     Combining and Aggregating Plans
     13.7     Certain Contributions Treated as Annual Additions
     13.8     Definitions

ARTICLE XIV

     Restriction on Benefits Payable to Certain Participants
     14.1     Nondiscriminatory Benefit
     14.2     Limits on Annual Payments

ARTICLE XV
     Credit For Years of Benefit Service Upon Re-employment Following Receipt
     of an Optional Lump Sum Distribution
     15.1     Re-employment With Credit For Prior Years of Benefit Service
     15.2     Re-employment Without Credit For Prior Years of Benefit Service
     15.3     Re-employment With Partial Credit For Prior Years of Benefit
              Service

ARTICLE XVI

     Top Heavy Provisions
     16.1     Top Heavy Requirements
     16.2     Minimum Vesting Requirement
     16.3     Minimum Benefit Requirement
     16.4     Modified Limitation on Annual Additions
     16.5     Present Value Factors
     16.6     Definitions



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ARTICLE XVII

     Contributions
     17.1     Employer Contributions
     17.2     Erroneous Employer Contributions
     17.3     Application For Forfeitures
     17.4     Trust

ARTICLE XVIII

     Retirement Committee
     18.1     Appointment of Retirement Committee
     18.2     Appointment, Resignation and Removal
     18.3     Duties
     18.4     Notice to Trustee
     18.5     Fiduciary Duties
     18.6     Reporting and Disclosure
     18.7     Delegation of Ministerial Duties
     18.8     Compensation and Reimbursement of Expenses
     18.9     Uniformity of Rules and Regulations
     18.10     Reliance on Reports
     18.11     Multiple Signatures
     18.12     Payment of Plan Expenses

ARTICLE XIX

     Finance Committee
     19.1     Duties
     19.2     Fiduciary Duties
     19.3     Compensation and Reimbursement of Expenses
     19.4     Reliance on Reports
     19.5     Multiple Signatures

ARTICLE XX

     Claims Procedure
     20.1     Filing a Claim For Benefits
     20.2     Denial of Claim
     20.3     Appeal of Denied Claim
     20.4     Decision on Appeal

ARTICLE XXI

     Amendment and Termination
     21.1     Amendment
     21.2     Termination



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ARTICLE XXII

     Retiree Medical Benefits
     22.1     401(h) Account
     22.2     Retiree Medical Benefits
     22.3     Contributions
     22.4     Forfeitures
     22.5     Investments
     22.6     Reversion to Employer
     22.7     Key Employees

ARTICLE XXIII

     Inalienability of Benefits; Qualified Domestic Relations Orders
     23.1     Inalienability of Benefits
     23.2     Qualified Domestic Relations Orders
     23.3     Notice
     23.4     Representative
     23.5     Separate Account
     23.6     Determination by Retirement Committee
     23.7     Definitions

ARTICLE XXIV

     Direct Rollovers
     24.1     Eligibility
     24.2     Notice
     24.3     Election

ARTICLE XXV

     Miscellaneous
     25.1     Merger or Consolidation of Plan
     25.2     Distributions to Minors and Incompetent Persons
     25.3     Commencement of Distributions
     25.4     No Duplication of Benefits
     25.5     Exclusive Benefit
     25.6     Employment
     25.7     Predecessor Employer Plan
     25.8     Governing Law
     25.9     Article and Section Headings and Table of Contents
     25.10    Delegation of Authority by Subsidiaries
     25.11    Directed Payments
     25.12    USERRA Requirements
     25.13    EPCRS Adjustments

APPENDIX A

APPENDIX B


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                    HANNAFORD CASH BALANCE PLAN

Hannaford  Bros.  Co.  hereby  amends  and  restates  the  Hannaford  Bros.  Co.
Employees'  Retirement  Plan (renamed the Hannaford Cash Balance Plan) effective
generally  January  1,  1998.  It is  intended  that the Plan,  as  amended  and
restated,  meet all applicable requirements of the Internal Revenue Code of 1986
and the Employee  Retirement Income Security Act of 1974 ("ERISA"),  as the same
may from time to time be amended. The Plan shall,  therefore,  be interpreted to
comply  with the  applicable  terms of the Code  and  ERISA  and all  applicable
regulations and rulings issued thereunder.

                             ARTICLE I
                            Definitions

     The  following  terms,  when  used  herein,  shall  have  the  meanings  as
hereinafter set forth, unless the context indicates otherwise:

     1.1 "Accrued  Benefit"  shall mean, as of any date of reference (and except
as otherwise  provided in Section  1.11),  a  Participant's  monthly  retirement
benefit  commencing  on the  first  day of the  month  coinciding  with  or next
following  his or her  Normal  Retirement  Date  (or,  if  later,  the  date  of
reference)  payable in the normal form and in an amount determined in accordance
with the Normal Retirement  Benefit formula set forth in Article IV. The Accrued
Benefit of a  Participant  whose  benefit  under the Plan is expressed as a Cash
Balance  Account shall be determined as of any date of reference prior to his or
her Normal  Retirement  Date by (i)  projecting  the future value of the Account
balance to the  Participant=s  Normal  Retirement  Date at the rate  interest is
credited under Section 4.1(c),  and then (ii)  converting the projected  Account
balance to a monthly  retirement  benefit payable in the form of a life annuity,
based on the factors set forth in Section 12.2(a).

     1.2  "Actuarial   Equivalence,"  "Actuarial  Equivalent,"  or  "Actuarially
Equivalent" shall mean equality in value of the aggregate amounts expected to be
received under different forms of payment, based on the assumptions set forth in
Section 12.1.

     1.3  "Affiliated  Employer"  shall mean any Employer  which has adopted the
Plan in accordance with Section 1.19 and any other corporation or other business
organization  if any  such  Employer  and such  other  corporation  or  business
organization  are members of a controlled  group of corporations  (as defined in
Section 414(b) of the Code),  trades or businesses (whether or not incorporated)
which are under common  control (as defined in Section 414(c) of the Code) or an
affiliated service group (as defined in Section 414(m) of the Code).

     1.4 "Annuity Starting Date" shall mean the first day of the first month for
which an amount is payable as an annuity or, in the case of an optional lump sum
benefit, the first day on which such lump sum is payable.


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     1.5  "Average  Annual  Compensation"  shall  mean  a  Participant's  annual
Compensation  averaged over the sixty (60) consecutive calendar months of his or
her  employment for which such average is the highest during the one hundred and
twenty (120) consecutive  calendar month period immediately prior to the date as
of which such Participant's Average Annual Compensation is to be determined.  If
a  Participant  has fewer than sixty (60) calendar  months of employment  during
such period,  such average shall be taken over all of his or her calendar months
of  employment.  Any  calendar  month during such sixty (60)  consecutive  month
averaging  period (or during all calendar  months of employment,  if shorter) in
which a Participant receives no Compensation shall be disregarded in determining
his or her Average Annual Compensation.

     The  Average  Annual  Compensation  of  a  Disabled  Participant  shall  be
determined based on the assumption that such  Participant's rate of Compensation
during the Plan Year immediately preceding commencement of his or her disability
continued during the period of such disability.

     1.6  "Beneficiary"  shall  mean  the  person  or  persons  designated  by a
Participant  as provided in Section  9.3 to receive any death  benefits  payable
under the Plan following the death of a Participant.

     1.7 "Board of  Directors"  shall mean the Board of Directors of Hannaford 
Bros. Co.  or any  corporation  into  which  Hannaford  Bros.  Co.  may be 
merged  or consolidated.

     1.8  "Break in Service" shall have the meaning set forth in subsection (a),
(b) or (c) below, whichever is applicable:

          (a) In the case of an hourly  Employee other than a Driver Employee or
any full-time  Employee of Progressive  Distributors,  Inc. who is employed as a
truck driver,  the term "Break in Service" with regard to Plan Years  commencing
prior to January 1, 1980,  shall have the meaning under the terms of the Plan as
in effect on December 31, 1979,  and with regard to Plan Years  commencing on or
after  January 1, 1980,  shall  mean a Plan Year in which such  Employee  is not
credited with more than four hundred and  thirty-five  (435) Hours of Service on
account of any one or more of the following:

               (i)  discharge from employment;

               (ii)  voluntary termination of employment;

               (iii)  effective  December  12,  1994,  failure  to return to the
employ of an Affiliated Employer prior to the expiration of the period entitling
such Employee to re-employment  rights under the Uniformed  Services  Employment
and Reemployment  Rights Act of 1994 after a period of "service in the uniformed
services" as defined in such Act;



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               (iv)  failure to return to the employ of an  Affiliated  Employer
upon the  expiration  of any  period of absence  due to  sickness,  accident  or
disability for which such an Employee is entitled to receive  benefits under any
welfare plan sponsored by an Affiliated Employer; or

               (v)  failure  to return to the employ of an  Affiliated  Employer
when recalled  following a temporary period of layoff for a period not to exceed
twelve (12) months.

          (b) In the case of a Driver  Employee  or any  full-time  Employee  of
Progressive  Distributors,  Inc.  who is  employed as a truck  driver,  the term
"Break in  Service"  with  regard to Plan Years  commencing  prior to January 1,
1983, shall have the meaning  applicable to other hourly Employees in accordance
with subsection (a) of this Section and with regard to Plan Years  commencing on
or after  January 1, 1983,  shall have the meaning  applicable  to salaried  and
salaried nonexempt Employees in accordance with subsection (c) of this Section.

          (c) In the case of a salaried or salaried nonexempt Employee, the term
"Break in Service" shall mean a Plan Year in which such Employee is not credited
with more than five hundred (500) Hours of Service on account of any one or more
of the reasons set forth in paragraphs (i) through (v) of subsection (a) of this
Section.

     1.9 "Cash Balance Account" or "Account" shall mean the account  established
pursuant to Section 4.1.

     1.10 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     1.11  "Compensation"  shall mean the basic  compensation  paid,  before any
reduction  pursuant to a deferral election under a Code Section 401(k) plan or a
benefit  election under a Code Section 125 plan  sponsored by an Employer,  to a
Participant  by an Employer,  including  compensation  for  incentive  hours and
excluding reimbursements or other expense allowances,  fringe benefits (cash and
noncash), moving expenses, deferred compensation, welfare benefits, unguaranteed
overtime pay, bonuses and other irregular payments.

     Notwithstanding  the  preceding  sentence  to the  contrary,  for  benefits
accruing  in Plan  Years  beginning  on or after  January  1,  1989,  the annual
Compensation  of any  Participant  in excess  of Two  Hundred  Thousand  Dollars
($200,000),  or  such  higher  amount  as  the  Secretary  of the  Treasury  may
prescribe,  shall not be taken into  account  under the Plan;  and for  benefits
accruing  in Plan  Years  beginning  on or after  January  1,  1994,  the annual
Compensation of any Participant in excess of One Hundred Fifty Thousand  Dollars
($150,000),  or  such  higher  amount  as  the  Secretary  of the  Treasury  may
prescribe,  shall  not be taken  into  account  under  the  Plan.  In the  event
Compensation  is determined  for a period which  contains fewer than twelve (12)
calendar months, the annual Compensation limit shall be an amount equal

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to the  annual  Compensation  limit for the  calendar  year in which the  period
begins  multiplied  by a  fraction,  the  numerator  of which is the  number  of
calendar months in the period and the denominator of which is twelve (12).

     The rules of this paragraph are effective January 1, 1994. If the Secretary
of the Treasury increases the annual Compensation limit for a calendar year, the
increased  limit shall apply to any period  beginning in such calendar year over
which Compensation is determined ("determination period"). If Compensation for a
prior  determination  period is taken into  account for a  determination  period
beginning on or after January 1, 1994, such Compensation shall be subject to the
annual  Compensation  limit  (determined  under this Section) in effect for such
prior  determination  period.  For  purposes  of  this  paragraph,   the  annual
Compensation  limit is  $150,000  for  determination  periods  beginning  before
January 1, 1994.

     The  average  percentage  of total  compensation  (as  defined in  Treasury
Regulation  Section  1.414(s)-1(d)(3)(ii))   included  in  the  Compensation  of
Participants who are highly compensated employees (within the meaning of section
414(q) of the Code) as a group shall not exceed by more than a de minimis amount
the average percentage of total compensation included in the Compensation of all
other  Participants as a group. For purposes of this Section "de minimis amount"
shall mean (5%).

     Effective  January 1, 1994,  the  Accrued  Benefit of a Section  401(a)(17)
Participant shall be equal to the greater of:

          (a)  the Participant's Accrued Benefit as of the date such benefit is 
determined; or

          (b)  the sum of:

               (i) the Participant's Accrued Benefit based on his or her average
annual  compensation,  covered  compensation  and years of benefit service as of
December  31,  1993,  determined  under  the terms of the Plan in effect on that
date; and

               (ii) the  Participant's  Accrued Benefit  (disregarding  Years of
Benefit  Service  prior to  January  1,  1994) as of the date  such  benefit  is
determined.

"Section  401(a)(17)  Participant"  means a Participant  whose  Accrued  Benefit
determined on or after January 1, 1994,  is based on annual  Compensation  for a
period  beginning  before  that  date in excess of One  Hundred  Fifty  Thousand
Dollars  ($150,000).  In the event the Plan is amended after January 1, 1994, to
add an optional  form of benefit  (within  the  meaning of  Treasury  Regulation
Section 1.401(a)(4)-4(e)),  such benefit, if subsidized,  shall not be available
to a Section 401(a)(17) Participant.



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     1.12  "Disabled  Employee"  shall mean an Employee  whose  service  with an
Employer is terminated on account of a  nonwork-related  disability for which he
or she receives Social Security disability income benefits.

     1.13  "Disabled  Participant"  shall mean a  Participant  who is a Disabled
Employee.

     1.14  "Driver  Employee"  shall mean an Employee who is employed as a truck
driver by Hannaford Bros. Co. or any subsidiary thereof and whose employment was
governed prior to January 1, 1995, by a collective bargaining agreement.

     1.15 "Driver  Participant"  shall mean a Participant who, as of the date of
his or her retirement or separation from service, is a Driver Employee.

     1.16 "Effective Date" of this Amendment and Restatement  shall mean January
1, 1998, except as otherwise specifically provided.

     1.17  "Eligibility  Computation  Period" shall mean the initial twelve (12)
consecutive  month  period  beginning  with the date on which an Employee  first
performs an Hour of Service and thereafter  each Plan Year  commencing  with the
Plan Year which  includes the first  anniversary  of the  Employee's  Employment
Commencement Date.

     In the case of an  hourly  Employee  other  than a Driver  Employee  or any
full-time Employee of Progressive Distributors,  Inc. who is employed as a truck
driver,  if such an  Employee  is  credited  with the number of Hours of Service
determined in accordance with (a) or (b) below, whichever is applicable,  in his
or her  initial  Eligibility  Computation  Period  and in the  Plan  Year  which
includes the first anniversary of his or her Employment Commencement Date, he or
she shall be credited with two (2) Years of Participation Service:

          (a) with regard to initial  Eligibility  Computation  Periods and Plan
Years  commencing on or after  January 1, 1980,  eight hundred and seventy (870)
Hours of Service; and

          (b) with regard to initial  Eligibility  Computation  Periods and Plan
Years commencing before January 1, 1980, one thousand (1,000) Hours of Service.

     In the case of a Driver  Employee or any full-time  Employee of Progressive
Distributors,  Inc.  who is employed as a truck  driver,  if such an Employee is
credited with the number of Hours of Service  determined in accordance with (a),
(b), or (c) below,  whichever is applicable,  in his or her initial  Eligibility
Computation  Period and in the Plan Year which includes the first anniversary of
his or her  Employment  Commencement  Date, he or she shall be credited with two
(2) Years of Participation Service:



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          (a) with regard to initial  Eligibility  Computation  Periods and Plan
Years  commencing  on or after  January 1, 1983,  one thousand  (1,000) Hours of
Service;

          (b) with regard to initial  Eligibility  Computation  Periods and Plan
Years  commencing  on or after  January 1,  1980,  but prior to January 1, 1983,
eight hundred and seventy (870) Hours of Service; and

          (c) with regard to initial  Eligibility  Computation  Periods and Plan
Years commencing before January 1, 1980, one thousand (1,000) Hours of Service.

     In the  case of a  salaried  or  salaried  nonexempt  Employee,  if such an
Employee is credited  with one thousand  (1,000) Hours of Service in both his or
her initial Eligibility  Computation Period and the Plan Year which includes the
first anniversary of his or her Employment Commencement Date, he or she shall be
credited with two (2) Years of Participation Service.

     In  measuring  completion  of a  Year  of  Participation  Service  upon  an
Employee's return after a Break in Service,  the term  "Eligibility  Computation
Period"  shall mean the twelve (12)  consecutive  month period  beginning on the
Employee's  Re-employment  Commencement  Date and, where  necessary,  Plan Years
beginning  with the Plan  Year  which  includes  the  first  anniversary  of the
Employee's Re-employment Commencement Date.

     1.18  "Employee" shall mean any individual employed by an Employer, 
excluding -

          (a)  Leased Employees;

          (b) any person who is  classified by the Employer  (without  regard to
the  classification  of  such  person  by  a  third  party)  as  an  independent
contractor; and

          (c) prior to January 1, 1998, any individual employed in the Southeast
Division,   unless  such  individual  commenced  participation  prior  to  being
transferred to such division.

     1.19  "Employer"  shall mean Hannaford  Bros. Co. or any other  corporation
identified on Schedule A which has adopted the Plan, and "Employers"  shall mean
Hannaford Bros. Co. and each such other corporation.  If an Employer is a member
of a group of employers which constitutes a controlled group of corporations (as
defined in Section  414(b) of the Code),  trades or  businesses  (whether or not
incorporated) under common control (as defined in Section 414(c) of the Code) or
an affiliated service group (as defined in Section 414(m) of the Code), all such
employers  shall be  considered  a single  employer  to the extent  required  by
Sections 414(b), 414(c), 414(m) and 414(o) of the Code. For purposes of applying
the limitations of Article XIII,  Section 414(b) and 414(c) of the Code shall be
applied with the modification provided by Section 415(h).


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     1.20 "Employment  Commencement  Date" shall mean the first day for which an
Employee is entitled to be credited with an Hour of Service.

     1.21 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

     1.22 "Finance  Committee" shall mean the Finance  Committee of the Board of
Directors.

     1.23  "Hour of Service" shall have the meaning set forth in subsection (a),
(b) or (c) below, whichever is applicable:

          (a) In the case of an hourly Employee, other than a Driver Employee or
any full-time  Employee of Progressive  Distributors,  Inc. who is employed as a
truck driver, the term "Hour of Service":

               (i) with  regard to Plan  Years  commencing  prior to  January 1,
1980,  shall mean an Hour of Service under the terms of the Plan as in effect on
December 31, 1979;

               (ii) with regard to Plan Years  commencing on or after January 1,
1981, shall mean, for purposes of computing Years of  Participation  Service and
Years of Vesting  Service (aa) each hour for which such an Employee is paid,  or
entitled to payment,  by an Affiliated  Employer for the  performance  of duties
during the applicable  computation period and (bb) each hour for which back pay,
irrespective  of  mitigation  of damages,  is either  awarded or agreed to by an
Affiliated  Employer,  provided the same Hours of Service  shall not be credited
both under this clause (bb) and the preceding  clause (aa);  and shall mean, for
purposes of computing Years of Benefit Service, (aa) each hour for which such an
Employee is paid, or entitled to payment,  by an Employer for the performance of
duties  during the  applicable  computation  period and (bb) each hour for which
back pay,  irrespective of mitigation of damages, is either awarded or agreed to
by an Employer,  provided the same Hours of Service  shall not be credited  both
under this clause (bb) and the immediately preceding clause (aa).

               (iii) with  regard to the Plan Year  commencing  January 1, 1980,
shall have the meaning set forth in (i) or (ii) above, whichever results in such
an Employee  being  credited with the greater  number of Hours of Service during
such Plan Year;

               (iv)  with  regard  to any Plan  Year in which  such an  Employee
sustains  one or more  injuries as a result of which he or she is  incapacitated
for work and entitled to  compensation  under  applicable  workers  compensation
laws,  such Employee  shall be credited with four hundred and  thirty-six  (436)
additional  Hours of Service if such Plan Year  commenced on or after January 1,
1980,  or five  hundred and one (501)  additional  Hours of Service if such Plan
Year commenced before January 1, 1980, unless such

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Employee is otherwise  credited  with at least eight  hundred and seventy  (870)
Hours of  Service  in such Plan Year if such  Plan  Year  commenced  on or after
January 1, 1980, or at least one thousand  (1,000) Hours of Service in such Plan
Year if such Plan Year  commenced  before January 1, 1980. If an Employee is not
credited  with  additional  Hours of Service in the Plan Year in which he or she
sustains  one or more such  injuries by reason of the number of Hours of Service
otherwise  credited  to him or her  during  such  year  and if  such  Employee's
incapacity  to work  continues  into the next  succeeding  Plan Year,  he or she
shall,  with respect to such succeeding Plan Year, be credited with four hundred
and thirty-six  (436) additional Hours of Service if such Plan Year commenced on
or after  January 1, 1980,  or five  hundred and one (501)  additional  Hours of
Service if such Plan Year  commenced  before  January 1, 1980;  provided,  in no
event shall more than four  hundred and  thirty-six  (436)  additional  Hours of
Service be credited pursuant to this paragraph in any Plan Year commencing on or
after January 1, 1980, or five hundred and one (501) additional Hours of Service
in any Plan Year commencing before January 1, 1980; or

          (b) In the case of a Driver  Employee  or any  full-time  Employee  of
Progressive Distributors, Inc. who is employed as a truck driver, the term "Hour
of Service":

               (i) with regard to the Plan Years  commencing prior to January 1,
1983, shall have the meaning  applicable to other hourly Employees in accordance
with subsection (a) of this Section; and

               (ii) with regard to Plan Years  commencing on or after January 1,
1983,  shall have the meaning  applicable  to salaried  and  salaried  nonexempt
Employees in accordance with subsection (c) of this Section.

          (c) In the case of a salaried or salaried nonexempt Employee, the term
"Hour of Service":

               (i) for purposes of computing Years of Participation  Service and
Years of Vesting  Service  shall mean each hour for which  such an  Employee  is
paid, or entitled to payment,  by an Affiliated  Employer for the performance of
duties during the applicable  computation  period and, for purposes of computing
Years of Benefit  Service,  shall mean each hour for which such an  Employee  is
paid or entitled to payment by an Employer for the  performance of duties during
the applicable computation period;

               (ii) for purposes of computing Years of Participation Service and
Years of Vesting  Service  shall mean each hour for which  such an  Employee  is
paid, or entitled to payment,  directly or indirectly, by an Affiliated Employer
on account of time during which no duties are performed (irrespective of whether
the employment relationship has terminated) due to vacation,  holiday,  illness,
incapacity (including disability),  layoff, jury duty, military duty or leave of
absence, and for purposes of computing Years

<PAGE>


of Benefit Service,  shall mean each hour for which such an Employee is paid, or
entitled  to payment,  by an Employer on account of time during  which no duties
are  performed   (irrespective  of  whether  the  employment   relationship  has
terminated)   due  to  vacation,   holiday,   illness,   incapacity   (including
disability),   layoff,   jury  duty,   military   duty  or  leave  of   absence.
Notwithstanding anything contained in this subsection (c) to the contrary (1) no
more than five  hundred and one (501) Hours of Service  shall be credited  under
this  subsection  (c) to such an  Employee  on account of any single  continuous
period  during  which such an Employee  performs no duties  (whether or not such
period occurs in a single computation  period), (2) no Hours of Service shall be
credited  if  payment  is made or due  under a plan  maintained  solely  for the
purpose of complying  with  unemployment  compensation  or disability  insurance
laws, and (3) no Hours of Service shall be credited if payment is made solely to
reimburse such an Employee for medical or medically related expenses incurred by
such an Employee;

               (iii) for purposes of computing  Years of  Participation  Service
and  Years of  Vesting  Service  shall  mean  each  hour  for  which  back  pay,
irrespective  of  mitigation  of damages,  is either  awarded or agreed to by an
Affiliated  Employer,  and for purposes of computing  Years of Benefit  Service,
shall mean each hour for which back pay,  irrespective of mitigation of damages,
is either awarded or agreed to by an Employer;

               (iv) with regard to any period during which an Employee  sustains
one or more  injuries as a result of which he or she is  incapacitated  for work
and entitled to compensation under applicable  workers'  compensation laws, such
Employee shall be credited with five hundred and one (501)  additional  Hours of
Service  unless such  Employee is otherwise  credited with at least one thousand
(1,000)  Hours of Service in such Plan Year. If such an Employee is not credited
with  additional  Hours of Service in the Plan Year in which he or she  sustains
one or more  injuries  by reason of the  number  of Hours of  Service  otherwise
credited to him or her during such year and such  Employee's  incapacity to work
continues into the next succeeding  Plan Year, he or she shall,  with respect to
such  succeeding  Plan  Year,  be  credited  with  five  hundred  and one  (501)
additional Hours of Service;  provided, in no event shall more than five hundred
and one (501) additional Hours of Service be credited pursuant to this paragraph
in any Plan Year.

     Hours of Service shall,  except for computing Years of Benefit Service,  be
credited with respect to a Leased Employee or other individual who is treated as
an Employee under Section 414(o) of the Code, but only to the extent required by
Section 414(n) or (o) of the Code.

     In  determining  the  number  of Hours of  Service  to be  credited  to any
Employee,  the  provisions  of 29  CFR  Sections  2530.200b-2(b)  and  2(c)  are
incorporated herein by reference.



<PAGE>


     Each  Employee  who is absent from work for any period (i) by reason of the
pregnancy  of the  Employee,  (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  adoption of the child by the Employee or (iv) for purposes
of caring for such child for a period beginning immediately following such birth
or placement shall, solely for purposes of determining whether such Employee has
incurred a Break in Service,  be credited  with the Hours of Service which would
normally  have been  credited to such  Employee but for such absence or, if such
Hours of Service cannot be  determined,  eight (8) Hours of Service for each day
of such  absence;  provided  the total  number of Hours of Service  credited  in
accordance  with this paragraph on account of such absence shall not exceed five
hundred and one (501). The Hours of Service described in this paragraph shall be
credited in the computation  period in which the absence begins, if the Employee
would be prevented from incurring a Break in Service in such year solely because
the Employee is credited  with such Hours of Service or, in all other cases,  in
the  immediately  following  computation  period.  The same  hours  shall not be
credited under both subsection (a), (b) or (c) and this paragraph.

     In the case of any full-time  salaried or salaried  nonexempt  Employee or,
with respect to service  after  December 31,  1982,  any Driver  Employee or any
full-time Employee of Progressive Distributors,  Inc. who is employed as a truck
driver, such an Employee shall be credited with forty-five (45) Hours of Service
for each week for which such  Employee is required to be credited  with at least
one (1) Hour of Service in accordance  with  paragraphs  (i),  (ii), or (iii) of
subsection  (c)  of  this  Section  or in  accordance  with  paragraph  (ii)  of
subsection (b) of this Section.

     A Disabled  Employee  shall be credited with the number of Hours of Service
which he or she regularly  would have been scheduled to work,  based upon his or
her work schedule  immediately prior to becoming disabled,  for the period he or
she is so disabled;  provided such disability continues until the first to occur
of his or her  retirement  date,  Termination  of Employment  Date, the date the
Disabled Employee is re-employed by an Affiliated Employer immediately following
such  disability,  or dies.  If a Disabled  Employee  is not  re-employed  by an
Affiliated Employer immediately  following such disability,  and such disability
does not continue  until his or her retirement  date,  Termination of Employment
Date or death,  then no Hours of  Service  shall be  credited  pursuant  to this
paragraph.  If a Disabled Employee elects to receive an Early Retirement Benefit
pursuant to Article VI or a Vested Benefit pursuant to Article VIII, no Hours of
Service shall be credited under this paragraph thereafter,  unless such Employee
is subsequently re-employed and again becomes a Disabled Employee.

     Effective  December  12,  1994,  to the extent  required  by the  Uniformed
Services  Employment and Reemployment  Rights Act of 1994, if an Employee leaves
the employ of an Employer to enter one of the  uniformed  services of the United
States and subsequently returns to employment with the Employer

<PAGE>


within the statutory  period during which his or her right to  re-employment  is
guaranteed by law, then for such period of uniformed  service the Employee shall
be credited with the number of Hours of Service which he or she regularly  would
have been  scheduled to work,  based upon his or her work  schedule  immediately
prior to such  period  of  service;  if an  Employee  leaves  the  employ  of an
Affiliated  Employer to enter one of the uniformed services of the United States
and subsequently  returns to employment with the Affiliated  Employer within the
statutory period during which his or her right to re-employment is guaranteed by
law, then, for purposes of computing Years of Participation Service and Years of
Vesting  Service,  for such period of uniformed  service the  Employee  shall be
credited  with the number of Hours of Service  which he or she  regularly  would
have been  scheduled to work,  based upon his or her work  schedule  immediately
prior to such period of service.

     1.24 "Investment  Manager" shall mean any fiduciary (other than the Trustee
or a named fiduciary as defined in Section 402(a)(2) of ERISA):

          (a)  who is appointed by the Finance Committee to manage, acquire, or
dispose of all or any portion of the Trust Fund;

          (b)  who  (i)  is  registered  as  an  investment  adviser  under  the
Investment  Advisers  Act of 1940;  (ii) is a bank,  as defined in said Act;  or
(iii) is an insurance company qualified to manage, acquire, or dispose of all or
any portion of the Trust Fund under the laws of more than one State; and

          (c) who has  acknowledged,  in writing,  that he or she is a fiduciary
with respect to the Plan.

     1.25  "Leased Employee" shall mean any person who is not an Employee and
who provides services to the Employer if:

          (a)  such services are provided pursuant to an agreement between the
Employer and any leasing organization;

          (b) such person has  performed  such services for the Employer (or for
the Employer and any related  person within the meaning of Section  144(a)(3) of
the Code) on a  substantially  full-time  basis for a period of at least one (1)
year; and

          (c) such  services  are  performed  under the  primary  direction  and
control of the Employer.

     1.26 "Participant" shall mean an Employee who participates in the Plan.

     1.27  "Plan" shall mean the Hannaford Cash Balance Plan.

     1.28  "Plan Year" shall mean the twelve (12) consecutive month period 
ending December 31.



<PAGE>


     1.29  "Re-employment  Commencement Date" shall mean the first day for which
an Employee is entitled to be credited  with an Hour of Service  after the first
Eligibility  Computation  Period in which the Employee incurs a Break in Service
following an  Eligibility  Computation  Period in which the Employee is credited
with more than the  number of Hours of Service  determined  in  accordance  with
subsection (a), (b), or (c) below, whichever is applicable:

          (a) In the case of an hourly  Employee other than a Driver Employee or
any full-time  Employee of Progressive  Distributors,  Inc. who is employed as a
truck driver:

               (i) with regard to Eligibility  Computation Periods commencing on
or after January 1, 1980, four hundred and  thirty-five  (435) Hours of Service;
and

               (ii)  with regard to Eligibility Computation Periods commencing 
before January 1, 1980, five hundred (500) Hours of Service.

          (b) In the case of a Driver  Employee  or any  full-time  Employee  of
Progressive Distributors, Inc. who is employed as a truck driver:

               (i)  with regard to Eligibility Computation Periods commencing on
or after January 1, 1983, five hundred (500) Hours of Service;

               (ii) with regard to Eligibility Computation Periods commencing on
or after  January  1, 1980,  but  before  January  1,  1983,  four  hundred  and
thirty-five (435) Hours of Service; and

               (iii)  with regard to Eligibility Computation Periods commencing 
before January 1, 1980, five hundred (500) Hours of Service.

          (c) In the case of a salaried or  salaried  nonexempt  Employee,  five
hundred (500) Hours of Service.

     In the case of an Employee  who is credited  with no Hours of Service in an
Eligibility  Computation  Period  beginning  after the Employee's  Re-employment
Commencement  Date, the Employee shall be treated as having a new  Re-employment
Commencement  Date as of the first day for which the  Employee is entitled to be
credited with an Hour of Service after such Eligibility Computation Period.

     1.30 "Retirement Committee" shall mean the committee appointed by the Board
of Directors in accordance with Section 18.1.

     1.31  "Social Security Retirement Age" shall mean --

          (a)  with respect to a Participant born prior to 1938, 
age sixty-five (65);


<PAGE>


          (b) with respect to a  Participant  born after 1937 and prior to 1955,
age sixty-six (66); and

          (c) with respect to a  Participant  born after 1954,  age  sixty-seven
(67).

     1.32 "Terminated  Driver  Participant"  shall mean a Driver Participant who
ceases to be employed by an Affiliated Employer and is no longer employed by any
Affiliated  Employer prior to his or her Normal  Retirement  Date for any reason
other than early retirement in accordance with Section 6.1 or death.

     1.33  "Termination  of  Employment  Date"  shall  mean  the day on which an
Employee  ceases  to be  employed  by an  Affiliated  Employer  and is no longer
employed by any  Affiliated  Employer  for any reason other than  retirement  or
death.

     1.34  "Terminated  Participant"  shall mean a Participant  who ceases to be
employed by an Affiliated  Employer and is no longer  employed by any Affiliated
Employer  prior to his or her Normal  Retirement  Date for any reason other than
early retirement in accordance with Section 6.1 or death.

     1.35 "Terminated Warehouse  Participant" shall mean a Warehouse Participant
who ceases to be employed by an Affiliated Employer and is no longer employed by
any  Affiliated  Employer  prior to his or her  Normal  Retirement  Date for any
reason other than early retirement in accordance with Section 6.1 or death.

     1.36  "Trust" shall mean the Hannaford Bros. Co. Employees' Retirement 
Trust, maintained in accordance with the Plan.

     1.37 "Trustee" shall mean the bank, trust company or individuals  appointed
by the Finance Committee to serve as the trustee of the Trust.

     1.38 "Trust Fund" shall mean the property  held in trust for the benefit of
Participants and their Beneficiaries.

     1.39  "Warehouse  Employee"  shall  mean an  Employee  who is  employed  by
Hannaford  Bros. Co. or any  subsidiary  thereof at its  Distribution  Center in
South  Portland,  Maine,  and  whose  employment  is  governed  by a  collective
bargaining agreement.

     1.40 "Warehouse  Participant"  shall mean a Participant who, as of the date
of his or her retirement or separation from service, is a Warehouse Employee.

     1.41 "Year of Benefit Service" shall, except as hereinafter provided,  have
the  meaning  set  forth in  subsection  (a),  (b) or (c)  below,  whichever  is
applicable:
          (a) In the case of an hourly  Employee other than a Driver Employee or
any full-time  Employee of Progressive  Distributors,  Inc. who is employed as a
truck  driver,  the term "Year of  Benefit  Service"  with  regard to Plan Years
commencing  prior to  January 1,  1980,  shall mean a "Year of Benefit  Service"
under the terms of the Plan as in effect on December 31,  1979,  and with regard
to Plan Years  commencing on or after January 1, 1980, shall mean a Plan Year in
which such an Employee is credited  with eight hundred and seventy (870) or more
Hours of Service, excluding:

               (i) in the  case  of such an  Employee  who  does  not  have  any
nonforfeitable  right to an Accrued Benefit, his or her Years of Benefit Service
before any Break in  Service if the  Employee's  Years of  Vesting  Service  are
excluded under Section 1.43(d); or

               (ii) in the case of such an  Employee  who  receives  an optional
lump sum benefit in  accordance  with Section  11.1 or 11.2,  all or such lesser
portion of his or her Years of Benefit Service in accordance with the provisions
of Article XV.

          (b) In the case of a Driver  Employee  or any  full-time  Employee  of
Progressive Distributors, Inc. who is employed as a truck driver, the term "Year
of Benefit Service" shall:

               (i) (with  respect to Plan Years  commencing  prior to January 1,
1983, have the meaning  applicable to other hourly  Employees in accordance with
subsection (a) of this Section; and

               (ii) with respect to Plan Years commencing on or after January 1,
1983, have the meaning applicable to salaried and salaried  nonexempt  Employees
in accordance with subsection (c) of this Section; or

          (c) In the case of a salaried or salaried nonexempt Employee, the term
"Year of Benefit  Service"  shall mean a Plan Year in which such an  Employee is
credited with one thousand (1,000) or more Hours of Service, excluding:

               (i) in the  case  of such an  Employee  who  does  not  have  any
nonforfeitable  right to an Accrued Benefit, his or her Years of Benefit Service
before any Break in  Service if the  Employee's  Years of  Vesting  Service  are
excluded under Section 1.43(d); or

               (ii) in the case of such an  Employee  who  receives  an optional
lump sum  benefit in  accordance  with  Section 11. 1 or 11.2 all or such lesser
portion of his or her Years of Benefit Service in accordance with the provisions
of Article XV.

          (d)  Notwithstanding  the foregoing  provisions of this Section to the
contrary,  a Participant shall accrue no Years of Benefit Service while employed
in the Southeast Division prior to the Effective Date.
     In the  case  of an  Employee  whose  employment  by  Hannaford  Bros.  Co.
terminated  by  reason of the sale of the  Milbridge  store,  the term  "Year of
Benefit  Service"  shall  mean for the 1991  Plan Year  that  such  Employee  is
credited  with  four  hundred  (400) or more  Hours  of  Service,  if an  hourly
Employee, or four hundred sixty (460) or more Hours of Service, if a salaried or
salaried  nonexempt  Employee.  In the case of an Employee whose employment with
Wellby Super Drug  Stores,  Inc.  terminated  by reason of the sale of assets to
Rite Aid Corporation, the term "Year of Benefit Service" shall mean for the 1992
Plan Year that such Employee is credited with three hundred sixty-eight (368) or
more Hours of Service, if an hourly Employee, or four hundred twenty-three (423)
or more Hours of Service, if a salaried or salaried nonexempt  Employee.  In the
case of an hourly Employee whose employment by Hannaford Bros. Co. terminated by
reason of the sale of the Kennebunk  store,  the term "Year of Vesting  Service"
shall  mean for the 1996  Plan Year that such  Employee  is  credited  with four
hundred eighteen (418) or more Hours of Service.

     1.42 "Year of  Participation  Service"  shall have the meaning set forth in
subsection (a), (b), or (c) below, whichever is applicable:

          (a) In the case of an hourly  Employee other than a Driver Employee or
any full-time  Employee of Progressive  Distributors,  Inc. who is employed as a
truck  driver,  the  term  "Year  of  Participation   Service"  with  regard  to
Eligibility  Computation Periods commencing before January 1, 1980, shall mean a
"Year of  Participation  Service"  under  the  terms of the Plan as in effect on
December 31, 1979, and with regard to Eligibility Computation Periods commencing
on or after January 1, 1980,  shall mean an  Eligibility  Computation  Period in
which such an Employee is credited  with eight hundred and seventy (870) or more
Hours of Service; or

          (b) In the case of a Driver  Employee  or any  full-time  Employee  of
Progressive Distributors, Inc. who is employed as a truck driver, the term "Year
of Participation Service" shall:

               (i) with respect Eligibility Computation Periods commencing prior
to January 1, 1983, have the same meaning  applicable to other hourly  Employees
in accordance with subsection (a) of this Section; and

               (ii) with respect to Eligibility  Computation  Periods commencing
on or after  January  1, 1983,  have the  meaning  applicable  to  salaried  and
salaried nonexempt  Employees in accordance with subsection (c) of this Section;
or

          (c) In the case of a salaried or salaried nonexempt Employee, the term
"Year of Participation Service" shall mean an Eligibility  Computation Period in
which such an Employee is credited  with one  thousand  (1,000) or more Hours of
Service.



<PAGE>


     1.43 "Year of Vesting Service" shall, except as hereinafter provided,  have
the  meaning  set  forth in  subsection  (a),  (b) or (c)  below,  whichever  is
applicable:

          (a) In the case of an hourly  Employee other than a Driver Employee or
any full-time  Employee of Progressive  Distributors,  Inc. who is employed as a
truck  driver,  the term "Year of  Vesting  Service"  with  regard to Plan Years
commencing  prior to  January 1,  1980,  shall mean a "Year of Vesting  Service"
under the terms of the Plan as in effect on December 31,  1979,  and with regard
to Plan Years  commencing on or after January 1, 1980, shall mean a Plan Year in
which such an Employee is credited  with eight hundred and seventy (870) or more
Hours of Service,  excluding,  in the case of such an Employee who does not have
any  nonforfeitable  right to an  Accrued  Benefit,  his or her Years of Vesting
Service before any Break in Service,  in accordance  with subsection (d) of this
Section.

          (b) In the case of a Driver  Employee  or any  full-time  Employee  of
Progressive Distributors, Inc. who is employed as a truck driver, the term "Year
of Vesting Service" shall:

               (i) with  respect  to Plan Years  commencing  prior to January 1,
1983, have the meaning  applicable to other hourly  Employees in accordance with
subsection (a) of this Section; and

               (ii) with respect to Plan Years commencing on or after January 1,
1983, have the meaning applicable to salaried and salaried  nonexempt  Employees
in accordance with subsection (c) of this Section.

          (c) In the case of a salaried or salaried nonexempt Employee, the term
"Year of Vesting  Service"  shall mean a Plan Year in which such an  Employee is
credited with one thousand (1,000) or more Hours of Service,  excluding,  in the
case of such an  Employee  who  does not  have  any  nonforfeitable  right to an
Accrued  Benefit,  his or her  Years of  Benefit  Service  before  any  Break in
Service, in accordance with subsection (d) of this Section.

          (d) In the case of an  Employee  who does not have any  nonforfeitable
right to an Accrued Benefit,  his or her Years of Vesting Service before a Break
in Service shall be excluded if:

               (i) the number of his or her consecutive  Breaks in Service as of
the earlier of his or her Re-employment  Commencement Date or December 31, 1984,
equals or exceeds the  aggregate  number of his or her Years of Vesting  Service
before such break, or

               (ii) the number of his or her consecutive Breaks in Service as of
his or her Re-employment Commencement Date equals or exceeds the greater of five
(5) or the aggregate  number of his or her Years of Vesting  Service before such
break.


<PAGE>



          (e)  Notwithstanding  the foregoing  provisions of this Section to the
contrary,  for purposes of computing Years of Vesting Service,  Hours of Service
shall be credited  with  respect to a  Participant  who is first  employed by an
Affiliated  Employer as an employee of Boney Wilson & Sons, Inc.,  commencing on
March 1, 1993.

     In the  case  of an  Employee  whose  employment  by  Hannaford  Bros.  Co.
terminated  by  reason of the sale of the  Milbridge  store,  the term  "Year of
Vesting  Service"  shall  mean for the 1991  Plan Year  that  such  Employee  is
credited  with  four  hundred  (400) or more  Hours  of  Service,  if an  hourly
Employee, or four hundred sixty (460) or more Hours of Service, if a salaried or
salaried  nonexempt  Employee.  In the case of an Employee whose employment with
Wellby Super Drug  Stores,  Inc.  terminated  by reason of the sale of assets to
Rite Aid Corporation, the term "Year of Vesting Service" shall mean for the 1992
Plan Year that such Employee is credited with three hundred sixty-eight (368) or
more Hours of Service, if an hourly Employee, or four hundred twenty-three (423)
or more Hours of Service, if a salaried or salaried nonexempt  Employee.  In the
case of an Employee whose employment by Hannaford Bros. Co. terminated by reason
of the sale of the Kennebunk  store,  the term "Year of Vesting  Service"  shall
mean for the 1996 Plan Year that such  Employee  is credited  with four  hundred
eighteen (418) or more Hours of Service.

                             ARTICLE II
                           Participation

     2.1  Date of  Participation.  Each  Employee  who is a  Participant  on the
Effective Date shall continue to participate in the Plan in accordance  with its
terms.  Each Employee who is in the employ of an Employer on the Effective  Date
and who meets the  requirements  of Section 2.2 on or before  December 31, 1997,
shall commence  participation  as of the Effective Date. Each other Employee who
thereafter  satisfies  the  minimum age and service  requirements  specified  in
Section 2.2 shall commence  participation in the Plan as of the first day of the
second  month  following  the  month  in  which  such  Employee  satisfies  such
requirements,  provided  such  Employee is still in the employ of an Employer on
such date.  In no event  shall an  Employee  who is  employed  in the  Southeast
Division  commence  participation  prior  to the  Effective  Date,  unless  such
Employee commenced participation prior to being transferred to such division.

     Each  Employee  who  commenced  employment  with an  Employer  on or before
December 31, 1987,  after attaining age sixty (60) and who satisfied the minimum
service  requirements  set forth in Section 2.2 as of December 31,  1987,  shall
commence  participation on January 1, 1988,  provided he or she is credited with
at least one (1) Hour of Service after  December 31, 1987.  Each other  Employee
who satisfied the minimum age and service requirements  specified in Section 2.2
on or before June 30, 1993, shall commence


<PAGE>


participation  in the Plan on the first day of the calendar month  following the
date on which such Employee  first  satisfies  such  requirements  provided such
Employee is still in the employ of an Employer on such date.

     An Employee who separates from service after satisfying the requirements of
Section  2.2,  but before he or she  commences  participation  in the Plan shall
commence  participation  in the Plan  immediately  upon the  later of his or her
re-employment  date,  or his  or  her  participation  commencement  date  before
separating from service,  unless the number of his or her consecutive  Breaks in
Service as of his or her Re-employment  Commencement Date equals or exceeds five
(5), in which event he or she shall be considered a new Employee.

     2.2  Participation  Requirements.   Each  Employee  who  has  attained  age
twenty-one  (21) and  completed one (1) Year of  Participation  Service shall be
eligible to participate in the Plan.

     2.3 Transfers Among  Affiliated  Employers.  In the event an employee of an
Affiliated  Employer  that  has  not  adopted  the  Plan  is  transferred  to an
Affiliated  Employer  that  has  adopted  the  Plan,  he or she  shall  become a
Participant and thereby  commence to accrue benefits under the Plan effective as
of the later of the following dates:

          (a) the first day of the second month  following  the date on which he
or she meets the  requirements  of Section  2.2,  taking into account his or her
prior service with Affiliated Employers; or

          (b) the date he or she is transferred  to an Affiliated  Employer that
has adopted the Plan.

     A Participant  who is  transferred  to an Affiliated  Employer that has not
adopted  the Plan shall  cease to accrue  any  further  benefits  under the Plan
effective as of the date his or her employment is transferred; service with such
Affiliated  Employer  shall,  however,  be taken into account in determining the
Participant's Years of Vesting Service.

     2.4  Re-employed  Former  Participant.  If a former  Participant  who has a
nonforfeitable  right to his or her Accrued Benefit returns to the employ of the
Employer,  such former  Participant shall resume  participation as of his or her
re-employment  date.  A former  Participant  who does not have a  nonforfeitable
right to his or her Accrued Benefit shall resume  participation as of his or her
re-employment date unless the number of his or her consecutive Breaks in Service
as of his or her Re-employment  Commencement Date equals or exceeds five (5), in
which event he or she shall be considered a new Employee.



<PAGE>


                             ARTICLE III
                          Retirement Dates

     3.1 Normal  Retirement  Date.  Except as hereinafter  provided,  the Normal
Retirement  Date of each  Participant  shall be the  later of the date he or she
attains age 65 or the fifth  anniversary of his or her  Employment  Commencement
Date. The Normal Retirement Date of each of the following  Participants shall be
the date he or she attains age 62:

          (a) a Driver Participant hired before January 1, 1995, with respect to
his or her Accrued Benefit as of December 31, 1997;

          (b) a Driver Participant who attains age fifty-five (55) and completes
ten Years of Benefit Service on or before December 31, 1997; and

          (c)  a Warehouse Participant.

     3.2 Early  Retirement  Date. A Participant  who has attained age fifty-five
(55) and  completed  five (5) Years of  Vesting  Service  may retire at any time
prior to his or her  Normal  Retirement  Date.  The  date of such  Participant's
actual  early  retirement  shall be referred to as his or her "Early  Retirement
Date."

     3.3 Deferred  Retirement  Date. A Participant who does not retire on his or
her Normal Retirement Date may retire at any time thereafter.  The date on which
he or she  retires or is deemed to have  retired  shall be referred to as his or
her "Deferred Retirement Date."

                             ARTICLE IV
                          Benefit Formulas

     4.1 Benefits For Participants Other Than Warehouse Participants.  Effective
January 1, 1998, the benefits  payable to or in respect of  Participants,  other
than Warehouse Participants, shall be determined as follows:

          (a) Cash  Balance  Account.  Solely for  purposes of  determining  the
amount  of  retirement  or  death   benefits   payable  under  the  Plan,   each
Participant=s  benefit  shall be  expressed  as an  account.  Each Cash  Balance
Account  shall  be  adjusted  in  accordance  with  subsection  (b)  to  reflect
Contribution  Credits and in accordance with subsection (c) to reflect  Interest
Credits. No separate account shall be established or maintained under this Plan,
and no Participant shall have a claim to any specific Trust Fund assets.

          The opening  Account  balance of a  Participant  who is an Employee on
January 1,  1998,  shall  equal the  product  of (i) the  Participant's  Accrued
Benefit (multiplied by 12) as of December 31, 1997, and (ii) the applicable


<PAGE>


conversion  factor  in  Schedule  B.  The  applicable  conversion  factor  for a
Participant  whose employment  extends beyond his or her Normal Retirement Date,
or whose  Normal  Retirement  Date is  determined  with  reference to his or her
Employment  Commencement  Date, shall be the same as the conversion factor for a
Participant who has reached his or her Normal  Retirement  Date. For purposes of
this paragraph,  a Disabled Participant who is receiving Hours of Service credit
on January 1, 1998, shall be treated as an Employee on such date.

          The opening Account balance of a Participant who is not an Employee on
January 1, 1998,  and who is re-employed by an Employer after such date shall be
established  as of January  1, 1998,  unless  such  Participant  does not have a
nonforfeitable  right to his or her Accrued Benefit at his or her Termination of
Employment Date and the number of his or her consecutive Breaks in Service as of
his or her  Re-employment  Commencement  Date equals or exceeds  five (5).  Such
balance shall equal the present value of the Participant's Accrued Benefit as of
December  31,  1997,  based on an interest  rate of seven  percent  (7%) and the
mortality  table set forth in Section  12.2(a).  Such Account  shall be credited
with Interest Credits from January 1, 1998.

          The   Account   balance  of  a   Participant   who  does  not  have  a
nonforfeitable right to his or her Accrued Benefit and who terminates employment
after December 31, 1997,  shall be restored upon his or her  re-employment by an
Employer,  with Interest Credits from his or her Termination of Employment Date,
unless the number of his or her  consecutive  Breaks in Service as of his or her
Re-employment Commencement Date equals or exceeds five (5).

          The opening Account  balance of a Warehouse  Participant who transfers
employment,  after  January 1, 1998,  to a position  that is not  governed  by a
collective  bargaining  agreement  shall equal the  present  value of his or her
Accrued  Benefit  as of the date of  transfer,  based on the  interest  rate and
mortality table set forth in Section 12.2(a).

          (b) Contribution  Credit.  At the end of each month beginning with the
month  in  which  participation  commences,  the Cash  Balance  Account  of each
Participant  shall be credited with an amount  ("Contribution  Credit") equal to
three percent (3%) of the  Participant=s  Compensation  for such month. For each
month the annual  Compensation limit of Section 1.11 shall be one-twelfth (1/12)
of the annual  Compensation limit for the Plan Year. The Cash Balance Account of
a Disabled Participant shall be credited with Contribution  Credits,  based upon
his or her monthly rate of Compensation  immediately  preceding  commencement of
his or her  disability,  for the  period  during  which such  disability  income
benefits continue prior to the commencement of distributions from the Plan.

          (c)  Interest Credit.  At the end of each month interest shall be 
credited on the beginning Account balance of each Participant ("Interest

<PAGE>


Credit")  for such month,  reduced  for  distributions  made in such  month,  at
one-twelfth  (1/12)  of the  following  rate:  the  yield on  one-year  Treasury
Constant  Maturities  as reported in the  Federal  Reserve  Bulletin on the last
business day of October of the preceding  Plan Year plus one-half of one percent
(0.50%).

          (d) Normal Retirement  Benefit. A Participant who retires or is deemed
to retire on his or her Normal  Retirement  Date shall be  entitled to receive a
monthly  retirement benefit ("Normal  Retirement  Benefit") equal to one-twelfth
(1/12) of the amount  determined by converting his or her Account  balance as of
the end of the month  preceding  the Annuity  Starting  Date to a life  annuity,
based on the factors set forth in Section 12.2(a).

          The Normal  Retirement  Benefit  of a  Participant  who  retires or is
deemed  to  retire  after  December  31,  1997,  shall  not  be  less  than  the
Participant's  Accrued  Benefit,  payable  in the  normal  form,  determined  in
accordance with the terms of the Plan as in effect on such date.

          (e) Early  Retirement  Benefit.  A  Participant,  other  than a Driver
Participant  described in Section  3.1(a) or Section  3.1(b),  who retires on an
Early Retirement Date shall be entitled to receive a monthly  retirement benefit
("Early  Retirement  Benefit")  equal to his or her  Accrued  Benefit as of such
date,  reduced using the interest rate and mortality  table set forth in Section
12.2(a),  for commencement prior to Normal Retirement Date. A Driver Participant
described in Section 3.1(a) or Section 3.1(b) who retires on an Early Retirement
Date shall be entitled to receive an Early  Retirement  Benefit  equal to his or
her Accrued  Benefit as of such date,  reduced by 0.5952 of 1% for each month by
which the commencement of such Driver  Participant's  Early  Retirement  Benefit
precedes the first day of the month coinciding with or next following his or her
Normal Retirement Date.

          The Early  Retirement  Benefit  of a  Participant  who  retires  after
December 31, 1997,  shall not be less than the  Participant's  Accrued  Benefit,
payable  in the normal  form and  reduced  for early  commencement  of  payment,
determined in accordance with the terms of the Plan as in effect on such date.

          (f)  Deferred  Retirement  Benefit.  A  Participant  who retires or is
deemed to retire on a Deferred  Retirement  Date shall be  entitled to receive a
monthly retirement benefit ("Deferred  Retirement  Benefit") equal to his or her
Accrued Benefit as of such date.

          The Deferred  Retirement  Benefit of a  Participant  who retires after
December 31, 1997,  shall not be less than the  Participant's  Accrued  Benefit,
payable in the normal form,  determined in accordance  with the term of the Plan
as in effect on such date.

          (g) Vested Benefit. A Terminated Participant,  other than a Terminated
Driver  Participant  described  in  Section  3.1(a) or  Section  3.1(b),  who is
credited with at least five (5) Years of Vesting Service on his or


<PAGE>


her  Termination  of  Employment  Date  shall be  entitled  to receive a monthly
retirement  benefit ("Vested Benefit") equal to his or her Accrued Benefit as of
such date,  reduced  using the interest  rate and  mortality  table set forth in
Section 12.2(a),  for commencement prior to Normal Retirement Date. A Terminated
Driver Participant described in Section 3.1(a) or Section 3.1(b) who is credited
with at least five (5) Years of Vesting  Service  on his or her  Termination  of
Employment  Date shall be entitled to receive a Vested  Benefit  equal to his or
her Accrued  Benefit as of such date,  reduced by 0.5952 of 1% for each month by
which the commencement of such Driver  Participant's Vested Benefit precedes the
first day of the  month  coinciding  with or next  following  his or her  Normal
Retirement Date.

          The Vested Benefit of a Participant  who terminates  employment  after
December  31, 1997,  shall not be less than the  Participant's  Vested  Benefit,
payable  in the normal  form and  reduced  for early  commencement  of  payment,
determined in accordance with the terms of the Plan as in effect on such date.

      4.2 Benefits For Certain Warehouse  Participants.  The benefits payable to
or in respect of  Warehouse  Participants  who retire or separate  from  service
before  February 17, 1996,  shall be determined in accordance  with the terms of
the Plan as in  effect  on the date of each  such  Participant's  retirement  or
separation from service.

          (a) The benefits  payable to or in respect of  Warehouse  Participants
who retire or separate  from service on or after  February  17,  1996,  shall be
determined as follows:

               (i)  Normal  Retirement  Benefit.  A  Warehouse  Participant  who
retires  or is deemed to retire on his or her  Normal  Retirement  Date shall be
entitled to receive a monthly retirement benefit ("Normal  Retirement  Benefit")
equal to the amount  determined  by  multiplying  the  number of such  Warehouse
Participant's  Years  of  Benefit  Service  determined  as of his or her  Normal
Retirement Date by Thirty Dollars ($30.00).

               (ii)  Early  Retirement  Benefit.  A  Warehouse  Participant  who
retires  on an Early  Retirement  Date  shall be  entitled  to receive a monthly
retirement benefit ("Early  Retirement  Benefit") equal to the amount determined
by  multiplying  the  number of such  Warehouse  Participant's  Years of Benefit
Service  determined  as of his or her Early  Retirement  Date by Thirty  Dollars
($30.00).

               The amount  determined in accordance  with this  subsection  (ii)
shall be  reduced by 0.5952 of 1% for each  month by which the  commencement  of
such Warehouse  Participant's Early Retirement Benefit precedes the first day of
the month coinciding with or next following his or her Normal Retirement Date.

               (iii)  Deferred Retirement Benefit.  A Warehouse Participant who
retires or is deemed to retire on a Deferred Retirement Date shall be entitled 
to receive a monthly retirement benefit ("Deferred Retirement


<PAGE>


Benefit")  equal to the  amount  determined  by  multiplying  the number of such
Warehouse  Participant's  Years of Benefit  Service  determined as of his or her
Deferred Retirement Date by Thirty Dollars ($30.00).

               (iv) Vested Benefit.  A Terminated  Warehouse  Participant who is
credited with at least five (5) Years of Vesting  Service shall be entitled to a
monthly  retirement benefit ("Vested Benefit") equal to the amount determined by
multiplying the number of such Warehouse  Participant's Years of Benefit Service
determined as of his or her  Termination  of Employment  Date by Thirty  Dollars
($30.00).

               The amount  determined in accordance  with this  subsection  (iv)
shall be  reduced by 0.5952 of 1% for each  month by which the  commencement  of
such Warehouse  Participant's Vested Benefit precedes the first day of the month
coinciding with or next following his or her Normal Retirement Date.

          (b)  Notwithstanding  the  preceding  to the  contrary,  the  benefits
payable to or in respect of a Warehouse  Participant  who  retires or  separates
from service  shall not be less than his or her Accrued  Benefit  determined  in
accordance with the terms of the Plan as in effect on April 10, 1982, based upon
his or her Years of Benefit  Service and Average Annual  Compensation as of such
date.

     4.3  Employment  Transfers.  If a benefit  is payable to or in respect of a
Participant  whose employment  status has changed to or from that of a Warehouse
Employee,  such benefit shall not be less than the benefit which would have been
payable to such Participant if he or she had retired or terminated employment on
the date of such change and deferred payment of his or her Accrued Benefit as of
such date until the date payment of his or her benefit commences.

                             ARTICLE V
                Retirement at Normal Retirement Date

     5.1 Normal  Retirement  Benefit.  A Participant who retires or is deemed to
retire on his or her  Normal  Retirement  Date  shall be  entitled  to receive a
Normal Retirement  Benefit determined as of such date in accordance with Section
4.1 or 4.2. A Participant  who continues in the employ of the Employer after his
or her Normal Retirement Date may elect to receive a monthly  retirement benefit
in  accordance  with this  Article and, as a result of such  election,  shall be
deemed to have retired on his or her Normal  Retirement  Date. Such  Participant
shall  continue to accrue a benefit in accordance  with Section 7.1 with respect
to employment after his or her Normal Retirement Date.

     5.2 Form of Normal Retirement Benefit. Except as provided in Section 5.3, a
Participant's Normal Retirement Benefit shall be an annuity, payable monthly for
life,  commencing  with  the  first  day of the  month  coinciding  with or next
following his or her Normal Retirement Date and ending with the


<PAGE>


monthly payment preceding the Participant's death. If a Driver Participant hired
before January 1, 1995,  (but only with respect to his or her Accrued Benefit as
of December  31, 1994) or a Warehouse  Participant  dies after his or her Normal
Retirement  Benefit  commences in accordance  with this Section 5.2 and prior to
receiving  retirement  benefit  payments  equal to sixty  (60)  times his or her
monthly Normal Retirement Benefit,  his or her Beneficiary shall receive a death
benefit  equal  to  sixty  (60)  times  the last  monthly  benefit  paid to such
Participant  reduced by the total amount of benefits  paid to such  Participant.
Such death benefit shall be paid in a lump sum unless the  Beneficiary  requests
payment in the form of an annuity.

     5.3  Qualified  Joint and Survivor  Annuity.  If a  Participant  is legally
married on the date on which his or her  Normal  Retirement  Benefit  commences,
such benefit shall be paid in the form of a qualified joint and survivor annuity
described in Section 10.5 unless the  Participant  elects in writing  during the
election  period  described  in Section  10.1 not to  receive  his or her Normal
Retirement Benefit in the form of a qualified joint and survivor annuity and the
Participant's spouse consents to such election within the time and in the manner
set forth in Section 10.6.

     5.4  Disability  Benefit.  A Disabled  Participant,  other than a Warehouse
Participant or, prior to January 1,1995, a Driver Participant, shall be entitled
to  receive a Normal  Retirement  Benefit,  provided  such  disability  and such
disability  income  benefits  continue at least until the  Participant=s  Normal
Retirement  Date,  and such  Participant  does not  elect  to  receive  an Early
Retirement Benefit or a Vested Benefit.

                             ARTICLE VI
                 Retirement at Early Retirement Date

     6.1  Early  Retirement  Benefit.  A  Participant  who  retires  on an Early
Retirement  Date  shall be  entitled  to  receive  an Early  Retirement  Benefit
determined as of such date in accordance with Section 4.1 or 4.2.

     6.2 Form of Early Retirement Benefit.  Except as provided in Section 6.3, a
Participant's Early Retirement Benefit shall be an annuity,  payable monthly for
life,  commencing at the election of the Participant,  with the first day of the
month  coinciding with or next following his or her Early Retirement Date or the
first day of any month thereafter prior to his or her Normal Retirement Date and
ending with the monthly payment preceding the  Participant's  death. If a Driver
Participant  hired before January 1, 1995,  (but only with respect to his or her
Accrued Benefit as of December 31, 1994) or a Warehouse  Participant  dies after
his or her Early  Retirement  Benefit  commences in accordance with this Section
6.2 and prior to receiving retirement benefit payments equal to sixty (60) times
his or her  monthly  Early  Retirement  Benefit,  his or her  Beneficiary  shall
receive a death benefit equal to sixty (60) times the last monthly  benefit paid
to such  Participant  reduced  by the  total  amount  of  benefits  paid to such
Participant. Such death benefit shall be paid in a lump sum unless the

<PAGE>


Beneficiary requests payment in the form of an annuity.

     6.3  Qualified  Joint and Survivor  Annuity.  If a  Participant  is legally
married on the date on which his or her Early Retirement Benefit commences, such
benefit  shall be paid in the form of a  qualified  joint and  survivor  annuity
described in Section 10.5 unless the  Participant  elects in writing  during the
election  period  described  in  Section  10.1 not to  receive  his or her Early
Retirement Benefit in the form of a qualified joint and survivor annuity and the
Participant's spouse consents to such election within the time and in the manner
set forth in Section 10.6.

                             ARTICLE VII
               Retirement at Deferred Retirement Date

     7.1 Deferred  Retirement Benefit. A Participant who retires or is deemed to
retire on a Deferred  Retirement  Date shall be  entitled  to receive a Deferred
Retirement  Benefit  determined  in  accordance  with  Section  4.1  or  4.2.  A
Participant  who continues in the employ of the Employer after his or her Normal
Retirement Date may elect to receive a monthly  retirement benefit in accordance
with this  Article  and, as a result of such  election,  shall be deemed to have
retired on a Deferred Retirement Date. Such Participant shall continue to accrue
a benefit in accordance with the Normal Retirement  Benefit formula with respect
to each Plan Year after his or her Normal  Retirement Date;  provided,  however,
that such accrual shall be reduced by the  Actuarial  Equivalent of the payments
received  by the  Participant  by the close of the Plan Year.  Further,  if such
payments are not made in the normal form  described in Section 7.2 and the total
amount of such  payments  received  by the  Participant  after his or her Normal
Retirement Date exceeds the total amount of such payments the Participant  would
have received if payments had been made in the normal form, only the amount that
would have been paid in the normal form shall be taken into account for purposes
of the  reduction  required by this  Section.  In no event,  however,  shall the
Participant's  Accrued  Benefit  as of any  Plan  Year be less  than  his or her
Accrued Benefit for the prior Plan Year.

     Any additional  retirement benefit payable with respect to a Participant as
a result of accrual of a benefit after the Participant's  deemed retirement date
shall commence, in the form such Participant's retirement benefit is being paid,
on  the  first  day  of  the  month   coinciding  with  or  next  following  the
Participant's  actual  retirement  date. In the event a Participant  dies before
payment of such  additional  benefit  commences,  any death benefit payable with
respect to the  Participant  shall be  adjusted,  as may be  required  under the
applicable  provisions  of the  Plan,  to  take  into  account  such  additional
benefits.

     The Accrued  Benefit of a  Participant  who  continues in the employ of the
Employer after attaining age seventy and one-half  (70-1/2) shall be actuarially
increased, if required in accordance with Code Section 401(a)(9)(C).


<PAGE>


     7.2 Form of Deferred Retirement Benefit. Except as provided in Section 7.3,
a Participant's Deferred Retirement Benefit shall be an annuity, payable monthly
for life,  commencing  with the first day of the month  coinciding  with or next
following the earlier of:

          (a)  his or her Deferred Retirement Date; or

          (b) April 1  following  the  calendar  year in which  the  Participant
attains age seventy and one-half (70-1/2), if required under Section 25.3;

and ending with the monthly  payment  preceding the  Participant's  death.  If a
Driver  Participant  hired before January 1, 1995, (but only with respect to his
or her Accrued Benefit as of December 31, 1994) or a Warehouse  Participant dies
after his or her Deferred  Retirement  Benefit commences in accordance with this
Section 7.2 and prior to receiving  retirement  benefit  payments equal to sixty
(60)  times  his  or  her  monthly  Deferred  Retirement  Benefit,  his  or  her
Beneficiary  shall  receive a death  benefit  equal to sixty (60) times the last
monthly benefit paid to such Participant reduced by the total amount of benefits
paid to such Participant.  Such death benefit shall be paid in a lump sum unless
the Beneficiary requests payment in the form of an annuity.

     7.3  Qualified  Joint and Survivor  Annuity.  If a  Participant  is legally
married on the date on which his or her Deferred  Retirement  Benefit commences,
such benefit shall be paid in the form of a qualified joint and survivor annuity
described in Section 10.5 unless the  Participant  elects in writing  during the
election  period  described  in Section  10.1 not to receive his or her Deferred
Retirement Benefit in the form of a qualified joint and survivor annuity and the
Participant's spouse consents to such election within the time and in the manner
set forth in Section 10.6.


                             ARTICLE VIII
                      Termination of Employment

     8.1 Termination of Employment. There are no benefits payable under the Plan
if a Participant's  employment ceases prior to his or her Normal Retirement Date
unless (a) the  Participant is eligible to elect early  retirement in accordance
with  Section  6.2,  (b) a  death  benefit  is  payable  with  respect  to  such
Participant  in  accordance  with Article IX, or (c) the  Participant  meets the
requirements of Section 8.2.

     8.2 Vested Benefit.  If a Terminated  Participant,  a Terminated  Warehouse
Participant,  or a Terminated Driver  Participant is credited with at least five
(5) Years of Vesting Service at his or her Termination of Employment Date, he or
she shall be entitled to receive a Vested  Benefit  determined  as of his or her
Termination of Employment Date in accordance with Section 4.1 or 4.2.



<PAGE>


     8.3 Form of  Benefit.  Except as  provided  in Section  8.4,  a  Terminated
Participant's  Vested  Benefit,  a  Terminated  Warehouse  Participant's  Vested
Benefit  and a  Terminated  Driver  Participant's  Vested  Benefit  shall  be an
annuity,   payable  monthly  for  life,  commencing  at  the  election  of  such
Participant  with the first day of any month  coinciding  with or next following
his or her  Termination  of  Employment  Date,  but  prior to his or her  Normal
Retirement Date, and ending with the monthly payment preceding the death of such
Participant.  If a  Terminated  Warehouse  Participant  or a  Terminated  Driver
Participant  hired before January l, 1995,  (but only with respect to his or her
Accrued  Benefit as of December 31,  1994) dies after his or her Vested  Benefit
commences in  accordance  with this  Section 8.3 and prior to receiving  benefit
payments equal to sixty (60) times his or her monthly Vested Benefit, his or her
Beneficiary  shall  receive a death  benefit  equal to sixty (60) times the last
monthly benefit paid to such Participant reduced by the total amount of benefits
paid to such Participant.  Such death benefit shall be paid in a lump sum unless
the Beneficiary requests payment in the form of an annuity.

     8.4 Qualified Joint and Survivor Annuity.  If a Terminated  Participant,  a
Terminated  Warehouse  Participant or a Terminated Driver Participant is legally
married on the date on which his or her Vested Benefit  commences,  such benefit
shall be paid in the form of a qualified joint and survivor annuity described in
Section  10.5  unless such  Participant  elects in writing  during the  election
period described in Section 10.1 not to receive his or her Vested Benefit in the
form of a qualified  joint and  survivor  annuity and the  Participant's  spouse
consents to such election within the time and in the manner set forth in Section
10.6.

     8.5 Forfeitures. A Terminated Participant who is not credited with five (5)
Years of Vesting  Service as of his or her Termination of Employment Date shall,
solely for purposes of determining  the date as of which he or she shall forfeit
his or her  Accrued  Benefit,  be deemed to have  received a lump sum payment of
such Accrued  Benefit as of his or her  Termination  of  Employment  Date.  Such
Terminated Participant shall forfeit his or her Accrued Benefit as of such date;
provided,  however, that such forfeiture shall be restored if the Participant is
re-employed by the Employer prior to incurring  five (5)  consecutive  Breaks in
Service.

                             ARTICLE IX
                           Death Benefits

     9.1 Death  Before  Annuity  Starting  Date.  In the event of the death of a
Participant,  other than a  Warehouse  Participant,  before  his or her  Annuity
Starting Date, the Participant=s Cash Balance Account as of the end of the month
before  distribution  is to commence  shall be paid in the form of a lump sum to
his or her  surviving  spouse  or,  in the  case  of an  unmarried  Participant,
Beneficiary. Notwithstanding the preceding sentence to the contrary, if the Cash
Balance  Account  exceeds $5,000 as of the date  distribution is to commence (or
the date of any prior distribution) the


<PAGE>


surviving spouse or Beneficiary may elect payment in the form of a life annuity.
Payment of the death benefit shall,  with the consent of the surviving spouse or
Beneficiary,  be made or commence as soon as  practicable  following the date of
death.

     A death benefit with respect to any Warehouse  Participant  who is entitled
to a  nonforfeitable  benefit  under  the Plan and who  dies  before  his or her
Annuity Starting Date shall be payable as follows:

          (a)  If a  Warehouse  Participant  dies  while  in  the  employ  of an
Employer,  or while on an  authorized  leave of  absence  from  service  with an
Employer, then:

               (i) If such  Participant has not attained age fifty-five (55) and
is survived by a spouse to whom he or she has been legally  married for a period
of at least one (1) year,  his or her  surviving  spouse  shall be  entitled  to
receive a death benefit in an amount equal to the greater of the following:

                    (1) two percent (2%) of such  Participant's  Average  Annual
Compensation  determined  as of the date of his or her death,  multiplied by the
number of his or her Years of Benefit Service  determined as of such date, up to
a maximum of twenty-five (25) years; or

                    (2)  the  Actuarial  Equivalent  value  as of  the  date  of
distribution  of the benefit such spouse would have received if the  Participant
had terminated  employment on the date of death,  had survived to age fifty-five
(55),  had commenced  receiving  benefits  under a qualified  joint and survivor
annuity described in Section 10.5, and had died the next day;

          Such death benefit shall be in the form of an annuity,  computed on an
Actuarially  Equivalent  basis and payable monthly for the life of the surviving
spouse and, with the consent of such spouse,  shall  commence with the first day
of the month  following  the month in which the  Participant  dies;  unless such
surviving  spouse elects in writing to be paid in a lump sum, in which case such
death  benefit  shall  be paid in a lump  sum as soon as  practicable  following
receipt by the Retirement Committee of such written election.

               (ii) If such  Participant has attained age fifty-five (55) and is
survived by a spouse to whom he or she has been legally  married for a period of
at least one (1) year, his or her surviving  spouse shall be entitled to receive
a death benefit in an amount equal to the greater of the following:

                    (1) the  benefit  such  spouse  would have  received  if the
Participant  had  retired  on the day before  his or her  death,  had  elected a
Contingent  Annuitant  Option under Section 11.3 with one hundred percent (100%)
continued  to the  Contingent  Annuitant,  had  named  his or her  spouse as the
Contingent Annuitant and had commenced receiving benefits; or


<PAGE>



                    (2)  Ten Dollars ($10) a month.

          Such death benefit shall be in the form of an annuity, payable monthly
for the life of the surviving spouse and, with the consent of such spouse, shall
commence  on the  first  day of the  month  following  the  month in  which  the
Participant dies; unless such surviving spouse elects in writing to be paid in a
lump sum, in which case such death  benefit  shall be paid in a lump sum as soon
as practicable  following  receipt by the  Retirement  Committee of such written
election.

               (iii) If such  Participant is not survived by a spouse to whom he
or she has been  legally  married for a period of at least one (1) year,  his or
her  Beneficiary or surviving  spouse,  as the case may be, shall be entitled to
receive  a  death  benefit  in an  amount  equal  to two  percent  (2%)  of such
Participant's  Average Annual  Compensation  determined as of the date of his or
her  death,  multiplied  by the  number of his or her Years of  Benefit  Service
determined  as of such date,  up to a maximum of  twenty-five  (25) years.  Such
death benefit shall be in the form of an annuity,  payable  monthly for the life
of the  Beneficiary  or surviving  spouse and,  with the consent of such person,
shall  commence on the first day of the month  following  the month in which the
Participant dies; unless such person elects in writing to be paid in a lump sum,
in  which  case  such  death  benefit  shall  be paid  in a lump  sum as soon as
practicable  following  receipt  by the  Retirement  Committee  of such  written
election.

          (b) If a Warehouse  Participant  dies after  retiring,  the  following
death benefit shall be payable:

               (i) If such Participant is survived by a spouse to whom he or she
has been  legally  married  for a period of at least  one (1)  year,  his or her
surviving  spouse  shall be  entitled  to receive  the  greater of (1) the death
benefit  such  spouse  would have  received  if the  Participant  had  commenced
receiving benefits on the day before his or her death in the form elected by the
Participant  under  Article XI, or (2) the death  benefit such spouse would have
received if the Participant had commenced  receiving  benefits on the day before
his or her death under a  qualified  joint and  survivor  annuity  described  in
Section 10.5; or

               (ii) If such  Participant  is not survived by a spouse to whom he
or she has been  legally  married for a period of at least one (1) year,  his or
her Beneficiary shall be entitled to receive a death benefit equal to sixty (60)
times the monthly Early,  Normal or Deferred Retirement Benefit which would have
been paid to such Participant.

     Such  death  benefit  shall be paid in a lump sum  unless  the  Beneficiary
requests payment in the form of an annuity.



<PAGE>


          (c) If a Warehouse Participant dies after terminating employment, then

               (i) If such  Participant  has not attained age 55 and is survived
by a spouse to whom he or she has been legally  married for a period of at least
one year,  his or her  surviving  spouse  shall be  entitled  to receive a death
benefit in an amount determined in accordance with Section 9.1(a)(i). Such death
benefit  shall  be  in  the  form  of an  annuity,  computed  on an  Actuarially
Equivalent  basis and  payable  monthly  for the life of the  surviving  spouse,
commencing  with the  first day of the  month  following  the month in which the
Participant dies; unless such surviving spouse elects in writing to be paid in a
lump sum, in which case such death  benefit  shall be paid in a lump sum as soon
as practicable  following  receipt by the  Retirement  Committee of such written
election.

               (ii) If such  Participant has attained age fifty-five (55) and is
survived by a spouse to whom he or she has been legally  married for a period of
at least one (1) year, his or her surviving  spouse shall be entitled to receive
the death  benefit such spouse would have received if the  Participant  had died
while in the employ of an Employer,  or while on an authorized  leave of absence
from service with an Employer, as provided in Section 9.1(a)(ii).

               (iii) If such  Participant is not survived by a spouse to whom he
or she has been  legally  married for a period of at least one (1) year,  his or
her Beneficiary or surviving  spouse shall receive a death benefit in accordance
with Section 9.1(a)(iii).

     9.2 Death After  Annuity  Starting  Date.  Upon the death of a  Participant
after his or her Annuity  Starting Date, the form in which his or her benefit is
paid shall  determine the amount,  if any, and the form of death benefit payable
with respect to such Participant.

     9.3 Designation of  Beneficiary.  Each unmarried  Participant  from time to
time, by completing and signing a form  furnished by the  Retirement  Committee,
may  designate  any person or persons  (who may be  designated  concurrently  or
contingently)  to receive  benefits  which are payable under this Plan to his or
her Beneficiary upon his or her death. Each Beneficiary designation shall revoke
all prior  designations by the Participant and will be effective only when filed
in writing with the Retirement Committee during the Participant's  lifetime.  If
an  unmarried  Participant  fails to designate a  Beneficiary  before his or her
death  as  aforesaid,  or if  the  Beneficiary  dies  before  the  date  of  the
Participant's  death,  then the benefits which are payable as aforesaid shall be
paid  in  such  manner  as  the  Retirement   Committee  may  determine  to  the
Participant's  estate.  An  unmarried  Participant  may change  any  Beneficiary
designation without the consent of any Beneficiary.



<PAGE>


     9.4 Qualified  Domestic  Relations  Orders.  The provisions of this Article
shall be  subject to the terms of any  qualified  domestic  relations  order (as
defined in Section  414(p) of the Code) which may be in effect with respect to a
Participant at the time distribution of the Participant's vested Accrued Benefit
is to commence;  and, the former spouse of a Participant shall be treated, under
this Article,  as such  Participant's  spouse or surviving  spouse to the extent
required by any qualified domestic relations order.

                             ARTICLE X
           Qualified Joint and Survivor Annuity Election

     10.1 Election  Period.  The election  period during which a Participant may
elect not to receive  his or her  benefit in the form of a  qualified  joint and
survivor  annuity as described in Sections  5.3,  6.3, 7.3 and 8.4 is the ninety
(90) day period ending on the Annuity Starting Date; provided,  however, that if
the Participant requests the additional  information  described in Section 10.3,
the election period shall be extended,  if necessary,  to include the sixty (60)
day period following the day on which such additional  information is personally
delivered  or mailed to the  Participant.  In the event the  election  period is
extended,  the commencement of the  Participant's  benefit shall be delayed,  if
necessary,  until the end of the  extended  election  period,  at which time the
deferred  benefits,  plus  such  interest  as  the  Retirement  Committee  shall
determine, shall be paid.

     An election  under this Section 10.1 must specify the form of benefit,  and
if the Participant=s spouse is not the Beneficiary,  the nonspouse  Beneficiary.
If the Participant  designates a trust as Beneficiary,  the beneficiaries of the
trust need not be  identified  and may be  changed  without  the  consent of the
Participant=s  spouse.  An election may be revoked by a  Participant  in writing
during the election period, and after any such revocation,  another election may
be made during the election period.

     After the  explanation  described  in Section  10.2 has been  furnished,  a
Participant shall have at least thirty (30) days to make an election;  provided,
however, that a Participant=s Annuity Starting Date may be less than thirty (30)
days after such  explanation has been furnished if the following  conditions are
met:

          (a)  the  Retirement  Committee  has  informed  such  Participant,  in
writing,  of his or her right to a period of at least  thirty  (30) days to make
such election,

          (b)  the Participant affirmatively elects to have distribution of his
benefit commence,

          (c) the Participant is permitted to revoke such  affirmative  election
at least until the Annuity Starting Date, or, if later, at any time prior to the
expiration  of the seven (7) day period that  begins the day after such  written
explanation is furnished to the Participant,

          (d)  the  Annuity  Starting  Date  is  after  the  date  such  written
explanation is provided to the Participant, and


<PAGE>


          (e) distribution in accordance with such affirmative election does not
commence  before the  expiration of the seven (7) day period that begins the day
after the date such written explanation is provided to the Participant.

     10.2  Written Explanation.  The Retirement Committee shall furnish each 
Participant a written explanation of:

          (a)  the terms and conditions of the qualified joint and survivor
annuity,

          (b)  the  circumstances  in  which  it  will be  provided  unless  the
Participant has elected not to receive his or her retirement benefit in the form
of a qualified joint and survivor annuity,

          (c)  the Participant's right to make the election described in 
Section 10.1,

          (d)  the right of the Participant's spouse to consent to the election
described in Section 10.1,

          (e)  the right to make, and the effect of, a revocation of an 
election under Section 10.1,

          (f)  the relative financial effect on the Participant's benefit of 
such an election,

          (g) the  eligibility  requirements,  material  features  and  relative
values of the optional forms of benefit described in Article XI, and

          (h)  the  availability  of the  additional  information  described  in
Section 10.3.

The written  explanation shall be delivered or mailed (first class mail, postage
prepaid)  not less than  thirty  (30) days nor more than ninety (90) days before
the Annuity Starting Date.

     10.3  Additional   Information   Furnished  Upon  Request.  The  Retirement
Committee  shall  furnish to a  Participant  upon  receipt of a written  request
within  the  sixty  (60) day  period  following  the date on which  the  written
explanation  described in Section 10.2 is mailed or personally  delivered to the
Participant, a further written explanation in nontechnical language of the terms
and  conditions  of the qualified  joint and survivor  annuity and the financial
effect,   in  terms  of  dollars  per  annuity  payment,   upon  the  particular
Participant's  benefit of making the  election  described in Section  10.1.  The
Retirement  Committee  need not comply with more than one such request made by a
particular  Participant.  The explanation  described  herein shall be personally
delivered  or mailed  (first  class mail,  postage  prepaid) to the  Participant
within thirty (30) days from the date of the Participant's written request.


<PAGE>


     10.4 Election Not to Receive Qualified Joint and Survivor  Annuity.  In the
event a Participant  elects not to receive his or her retirement  benefit in the
form of a qualified joint and survivor annuity, his or her benefit shall be paid
in accordance with Section 5.2, 6.2, 7.2 or 8.3, whichever is applicable, unless
the  Participant  has elected an  optional  form of benefit in  accordance  with
Article XI.

     10.5 Qualified Joint and Survivor Annuity. The qualified joint and survivor
annuity  described in Sections 5.3, 6.3, 7.3 and 8.4 shall be an annuity for the
life of the  Participant  with a  survivor  annuity  for the  life of his or her
spouse  which is  equal to fifty  percent  (50%) of the  amount  of the  annuity
payable during the joint lives of the  Participant  and his or her spouse.  Such
qualified  joint and survivor  annuity shall be the Actuarial  Equivalent of the
normal form of life annuity.

     10.6 Spousal Consent. An election by a Participant under Section 10.1 shall
not be  effective  unless the spouse of the  Participant  consents in writing to
such election within the applicable  election  period,  and the spouse's consent
acknowledges  the effect of such election and is witnessed by a notary public. A
consent by a spouse under this Section shall be effective  (only with respect to
such spouse) upon delivery thereof to the Retirement Committee.  A revocation of
an  election  by a  Participant  under  Section  10.1 does not  require  spousal
consent.  Notwithstanding  any  provision of the Plan to the  contrary,  spousal
consent  shall not be required if a  Participant  elects a Contingent  Annuitant
Option  described  in Section  11.3,  provided  that such option is  Actuarially
Equivalent to the qualified and joint survivor annuity.

                             ARTICLE XI
                     Optional Forms of Benefits

     11.1 Early Retirement  Benefit - Optional Lump Sum. In lieu of receiving an
Early  Retirement  Benefit in the  manner  described  in  Section  6.2 or 6.3, a
Participant entitled to an Early Retirement Benefit may, with the consent of his
or her spouse,  if married,  elect to receive an optional lump sum benefit if he
or she commenced  employment with an Employer prior to January 1, 1981 or at the
time of making  such  election he or she is a Driver  Participant  who was hired
before  January  1,  1995,  or a  Warehouse  Participant.  For  purposes  of the
preceding  sentence,   in  determining  the  time  when  an  Employee  commenced
employment with an Employer, any service which is disregarded under Section 1.43
shall not be taken  into  account.  Such  election  and,  if  required,  spousal
consent,  shall be  effective  upon  delivery  of a  written  instrument  to the
Retirement  Committee within the applicable election period described in Section
10.1. If an electing Participant dies prior to his or her Annuity Starting Date,
such election shall be void, and any death benefit  payable with respect to such
Participant shall be determined in accordance with the applicable  provisions of
Article IX. A Participant who receives a benefit pursuant to this Section and is
thereafter re-employed by an Employer shall not be eligible to receive a further
benefit under this Section.


<PAGE>


     The amount of the optional lump sum benefit for a Driver  Participant shall
be equal to 2% of his or her Average  Annual  Compensation  determined as of the
earlier of December 31, 1994, or his or her Early Retirement Date, multiplied by
the number of his or her Years of Benefit Service as of such date, not exceeding
25. The amount of the  optional  lump sum benefit  for a  Warehouse  Participant
shall be equal to 2% of his or her Average Annual Compensation  determined as of
his or her Early Retirement  Date,  multiplied by the number of his or her Years
of Benefit Service as of such date, not exceeding 25. The amount of the optional
lump sum benefit for any other eligible  Participant shall be equal to 2% of his
or her Average Annual Compensation  determined as of the earlier of December 31,
1988, or his or her Early  Retirement  Date,  multiplied by the number of his or
her Years of Benefit Service as of such date not exceeding 25.

     In the event a Participant  elects an optional lump sum benefit as provided
in this  Section  11.1  and the  present  value of his or her  Early  Retirement
Benefit  exceeds the amount of his or her optional  lump sum benefit,  he or she
shall,  in  addition to his or her  optional  lump sum  benefit,  be entitled to
receive an  actuarially  reduced  Early  Retirement  Benefit.  Such  actuarially
reduced  Early  Retirement  Benefit  shall be paid at the time and in the manner
which the retired Participant's Early Retirement Benefit would have been paid if
he or she had not elected an optional  lump sum benefit  under this Section 11.1
and shall be  calculated  in such a manner that the present  value of his or her
actuarially  reduced Early Retirement Benefit when added to the amount of his or
her  optional  lump sum  benefit  equals the  present  value of his or her Early
Retirement Benefit.

     The present  value of a  Participant's  Early  Retirement  Benefit shall be
calculated  using the  interest  rate and  mortality  table set forth in Section
12.2(a).  In the  event  the  present  value of such  Participant's  actuarially
reduced Early  Retirement  Benefit is $10,000 or less, the Retirement  Committee
shall, with the written consent of such Participant and, if married,  his or her
spouse,   distribute  the  present  value  of  such  actuarially  reduced  Early
Retirement  Benefit  in a single  sum  payment  at the time  such  Participant's
optional lump sum benefit is distributed.  In the event that a Participant  dies
after  receiving  an optional  lump sum benefit and before the Annuity  Starting
Date of his or her  actuarially  reduced  Early  Retirement  Benefit,  any death
benefit  payable  with  respect  to such  Participant  shall  be  determined  in
accordance  with the applicable  provisions of Article IX and shall reflect only
such Participant's actuarially reduced Early Retirement Benefit.

     11.2  Vested  Benefit - Optional  Lump Sum.  In lieu of  receiving a Vested
Benefit in the manner described in Section 8.3 or 8.4, a Participant entitled to
a Vested Benefit may, with the consent of his or her spouse,  if married,  elect
to  receive  an  immediate  optional  lump sum  benefit  if he or she  commenced
employment  with an Employer  prior to January 1, 1981, or at the time of making
such election, he or she is a Driver Participant who was hired before January 1,
1995, or a Warehouse  Participant.  For purposes of the preceding  sentence,  in
determining the time when an Employee commenced employment with an Employer, any
service which is disregarded under Section 1.43 shall not be taken into account.
Such  election  and, if  required,  spousal  consent,  shall be  effective  upon
delivery  of a  written  instrument  to  the  Retirement  Committee  within  the
applicable election period described in Section 10.1. If an electing Participant
dies prior to his or her Annuity  Starting Date, such election shall be void and
any death benefit payable

<PAGE>


with respect to such  Participant  shall be determined  in  accordance  with the
applicable  provisions  of  Article  IX. A  Participant  who  receives a benefit
pursuant to this Section and is thereafter  re-employed by an Employer shall not
be eligible to receive a further benefit under this Section.

     The amount of the optional lump sum benefit for a Driver  Participant shall
be equal to 2% of his or her Average  Annual  Compensation  determined as of the
earlier of December 31, 1994,  or his or her  Termination  of  Employment  Date,
multiplied by the number of his or her Years of Benefit Service as of such date,
not  exceeding  25. The amount of the optional  lump sum benefit for a Warehouse
Participant  shall  be  equal to 2% of his or her  Average  Annual  Compensation
determined as of his or her  Termination of Employment  Date,  multiplied by the
number of his or her Years of Benefit Service as of such date, not exceeding 25.
The amount of the optional lump sum benefit for any other  eligible  Participant
shall be equal to 2% of his or her Average Annual Compensation  determined as of
the earlier of December 31, 1988, or his or her Termination of Employment  Date,
multiplied by the number of his or her Years of Benefit Service as of such date,
not exceeding 25.

     In the event a Participant  elects an optional lump sum benefit as provided
in this Section 11.2 and the present value of his or her Vested Benefit  exceeds
the amount of his or her optional lump sum benefit, he or she shall, in addition
to his or her optional lump sum benefit,  be entitled to receive an  actuarially
reduced Vested Benefit. Such actuarially reduced Vested Benefit shall be paid at
the time and in the manner which such  Participant's  Vested  Benefit would have
been paid if he or she had not elected an optional  lump sum benefit  under this
Section 11.2 and shall be  calculated in such a manner that the present value of
his or her actuarially reduced Vested Benefit when added to the amount of his or
her optional lump sum benefit  equals the Actuarial  Equivalent  value of his or
her Vested Benefit.

     The present  value of a  Participant's  Vested  Benefit shall be calculated
using the interest rate and mortality table set forth in Section 12.2(a). In the
event the present value of such Participant's actuarially reduced Vested Benefit
is $10,000 or less, the Retirement  Committee shall, with the written consent of
such  Participant  and, if married,  his or her spouse,  distribute  the present
value of such actuarially  reduced Vested Benefit in a single sum payment at the
time  such  optional  lump sum  benefit  is  distributed.  In the  event  that a
Participant  dies after  receiving  an optional  lump sum benefit and before the
Annuity  Starting Date of his or her  actuarially  reduced Vested  Benefit,  any
death benefit  payable with respect to such  Participant  shall be determined in
accordance  with the applicable  provisions of Article IX and shall reflect only
such Participant's actuarially reduced Vested Benefit.


<PAGE>



     Notwithstanding  any provision of the Plan to the  contrary,  a Participant
who is entitled  to elect an  immediate  lump sum  payment may elect  within the
applicable  election  period to receive payment in the normal form prescribed in
Section 8.3 or 8.4, commencing on the date such lump sum payment would be made.

     11.3 Contingent  Annuitant  Option. In lieu of receiving the normal form of
benefit  described in Section 5.2, 6.2, 7.2 or 8.3, or the  qualified  joint and
survivor annuity  described in Section 10.5, a Participant may, with the consent
of his or her spouse,  if married,  elect to have his or her benefit paid in the
form of an Actuarially Equivalent contingent annuity.

     A Participant who has elected a Contingent  Annuitant  Option shall receive
an actuarially  reduced benefit during his or her lifetime so that following the
Participant's  death,  payment  of a benefit in an amount  equal to one  hundred
percent  (100%),  sixty-six and  two-thirds  percent  (66-2/3%) or fifty percent
(50%) of the  Participant's  actuarially  reduced  benefit,  as  elected  by the
Participant,  shall  continue  to  the  person  designated  by  the  Participant
("Contingent  Annuitant") at the time of making the election for the life of the
Contingent Annuitant.  An election and, if required,  spousal consent under this
Section 11.3,  shall be effective  upon delivery of a written  instrument to the
Retirement  Committee within the applicable election period described in Section
10.1. If an electing Participant dies prior to his or her Annuity Starting Date,
such election  shall be void and any death benefit  payable with respect to such
Participant shall be determined in accordance with the applicable  provisions of
Article  IX. If the  Contingent  Annuitant  dies  prior to the  commencement  of
benefits to the Participant,  the Participant's election under this Section 11.3
shall be void and the Participant shall be entitled to his or her normal form of
benefit under the Plan. If the Contingent  Annuitant dies after the commencement
of the  Participant's  benefits under this Plan, the  Participant  shall receive
only the reduced amount of benefit provided under this option.

     If  distribution  to a  Participant  commences  in the form of a contingent
annuity option for the joint lives of the Participant and a contingent annuitant
other  than his or her  spouse,  the  periodic  annuity  payment  payable to the
contingent  annuitant  must not at any time on and after the date  payments  are
required to commence to the  Participant  exceed the  applicable  percentage for
such period payable to the  Participant  using the table set forth in regulation
Section  1.401(a)(9)-2  Q&A-6. For purposes of the preceding sentence,  a former
spouse to whom all or a portion of a  Participant's  Accrued  Benefit is payable
pursuant to a qualified  domestic  relations order (as defined in Section 414(p)
of the Code) shall be treated as a spouse of the Participant. If a Participant's
Accrued  Benefit is divided and a portion is  allocated  to an  alternate  payee
pursuant to a qualified  domestic  relations order (as defined in Section 414(p)
of the Code), this paragraph shall not apply to the portion so allocated.



<PAGE>


     11.4 Five Year Certain and Life Annuity  Option.  In lieu of receiving  the
normal  form of  benefit  described  in Section  5.2,  6.2,  7.2 or 8.3,  or the
qualified  joint and survivor  annuity  described in Section 10.5, a Participant
may elect an  Actuarially  Equivalent  Five Year Certain and Life Annuity Option
which will provide for an actuarially reduced benefit payable to the Participant
during his or her lifetime with the guarantee that 60 monthly  benefit  payments
will be made.

     If this option is elected and the Participant  dies prior to the receipt of
the guaranteed monthly payments,  the balance of the guaranteed monthly payments
shall be paid to the  Participant's  Beneficiary  and shall  continue  until the
total  guaranteed  monthly payments have been made to the Participant and his or
her  Beneficiary.  The first such  payment to the  Beneficiary  shall be due and
payable as of the first day of the month following the Participant's death.

     In  the  event  there  is  no  Beneficiary  living  at  the  death  of  the
Participant,  the  balance  of  the  guaranteed  monthly  payments  which  would
otherwise have been payable to the  Participant's  Beneficiary  shall be paid to
the Participant's  estate. If the Beneficiary of a deceased  Participant  should
die prior to  receiving  the balance of the  guaranteed  monthly  payments,  the
balance of the guaranteed payments shall be paid to the Beneficiary's estate.

     11.5 Life Annuity  Option.  In lieu of receiving the normal form of benefit
described in Sections 5.2, 6.2, 7.2 or 8.3, or the qualified  joint and survivor
annuity  described  in Section  10.5,  a  Participant,  other  than a  Warehouse
Participant,  may elect an actuarially  equivalent Life Annuity Option,  payable
monthly for life and ending with the monthly payment preceding the Participant=s
death.

     11.6 Lump Sum  Option.  In lieu of  receiving  the  normal  form of benefit
described in Section 5.2, 6.2, 7.2, or 8.3, or the qualified  joint and survivor
annuity  described  in Section  10.5,  a  Participant,  other  than a  Warehouse
Participant, may elect payment in the form of a lump sum equal to the greater of
(a) his or her Cash Balance  Account at the  beginning  of the month  payment is
made,  or (b) the present value of his or her Accrued  Benefit  determined as of
such date based on the interest  rate and  mortality  table set forth in Section
12.2(a).

                             ARTICLE XII
            Actuarial Assumptions and Lump Sum Distributions

     12.1 Actuarial Equivalency Assumptions.  The following assumptions shall be
used to determine Actuarial  Equivalency of benefits payable under the Plan with
respect to  Participants,  other than Warehouse  Participants,  who are credited
with at least one Hour of Service on or after January 1, 1998:



<PAGE>


          Interest:     The rate specified in Section 12.2(a)(i).

          Mortality:     1983 Group Annuity Mortality Table, as blended in 
accordance with Revenue Ruling 95-6.

The following  assumptions shall be used to determine  Actuarial  Equivalency of
benefits  payable  under  the Plan  with  respect  to  Participants  who are not
credited  with at  least  one Hour of  Service  after  December  31,  1997,  and
Warehouse Participants:

          Interest:     Six and one-half percent (6-1/2%).

          Mortality:     1971 Group Annuity Mortality Table using male rates 
for all Participants regardless of sex and male rates set back six (6) years 
for all Contingent Annuitants regardless of sex.

In the event the above  assumptions are amended,  the Actuarial  Equivalent of a
Participant's  Accrued  Benefit on or after the date of such amendment  shall be
the greater of (i) the  Actuarial  Equivalent of such benefit under the Plan, as
amended, or (ii) the Actuarial Equivalent of the Participant's  Accrued Benefit,
as of the date of such amendment, under the Plan prior to the amendment.

     12.2  Lump Sum Distributions.

           (a) Notwithstanding any provision of the Plan to the contrary, if the
present  value of the entire  nonforfeitable  benefit  payable with respect to a
Participant,  other  than  a  Disabled  Participant,  or to an  alternate  payee
pursuant to a qualified  domestic  relations order, does not exceed $5,000 as of
the date  distribution  of such benefit is to commence (or the date of any prior
distribution),  the  Retirement  Committee  shall direct the Trustee to pay such
benefit  in a lump  sum as  soon  as  practicable  following  the  Participant's
retirement date, Termination of Employment Date or death, as the case may be, or
in the case of an alternate payee, the date the Retirement  Committee determines
that a qualified  domestic  relations  order is qualified.  The present value of
such benefit shall be calculated:

               (i)  using  the  annual  rate of  interest  on  30-year  Treasury
securities  for the second full  calendar  month  preceding the first day of the
Plan Year that  contains the Annuity  Starting  Date,  with such rate  remaining
constant for the Plan Year; and

               (ii) using the 1983 Group Annuity  Mortality Table, as blended in
accordance with Revenue Ruling 95-6.

     In no event, however,  shall the present value of such benefit be less than
the present value of the Participant's  Accrued Benefit as of December 31, 1995,
calculated under the terms of the Plan in effect on such date, as


<PAGE>


required  by  the  Retirement  Protection  Act  of  1994  (and  the  regulations
thereunder). A lump sum payment may be made after the Annuity Starting Date only
with the written consent of the  Participant  (if living) and the  Participant's
spouse (if married) within the 90 day period ending on the distribution date.

          (b) If the present value of the entire nonforfeitable  benefit payable
with  respect to a Warehouse  Participant  exceeds  $5,000,  but does not exceed
$10,000,  as of the date  distribution is to commence,  such Participant may, at
any time prior to the Annuity  Starting  Date,  elect to receive  payment in the
form of an immediate  lump sum (in lieu of the form  prescribed in Sections 5.2,
6.2, 7.2, 8.3 or 10.5);  provided,  if the  Participant  is married,  his or her
spouse must consent in writing to such election  within the 90 day period ending
on the  date of  distribution.  The  present  value  of such  benefit  shall  be
calculated  in  the  manner  set  forth  in  subsection  (a)  of  this  Section.
Notwithstanding any provision of the Plan to the contrary,  a Participant who is
entitled to elect an immediate  lump sum payment may elect within such ninety 90
day  period,  payment in the normal  form  prescribed  in Articles V, VI, VII or
VIII, as the case may be,  commencing on the date such lump sum payment would be
made.

          (c) In the event a benefit  is payable to an  alternate  payee  (other
than the surviving  spouse of a  Participant)  pursuant to a qualified  domestic
relations  order,  following the death of the  Participant  and after his or her
Annuity  Starting  Date,  such  benefit  shall  be paid in a lump sum as soon as
practicable  following the  Participant's  death. If such alternate payee is the
Participant's  surviving spouse, such payment shall be made only with his or her
written consent within the 90 day period ending on the date of distribution.  In
no event  shall  the  aggregate  amount of such  death  benefit  payable  to all
alternate payees exceed the present value of the benefits payable  following the
Participant's death under the form in which the Participant's retirement benefit
was being paid.  Present  value shall be  determined  in the manner set forth in
subsection (a) of this Section.

          (d) Any  election  pursuant  to this  Section  shall be in writing and
shall be effective upon receipt by the Retirement Committee.  A spouse's consent
under this Section must meet the applicable requirements of Section 10.6.

                             ARTICLE XIII
                        Limitation on Benefits

     13.1 Limitation For Defined  Benefit Plans.  The benefits with respect to a
Participant, when expressed as an Annual Benefit, shall not exceed the lesser of
--

          (a)  Ninety Thousand Dollars ($90,000.00);
          (b) one hundred  percent (100%) of the  Participant's  Highest Average
Compensation.


<PAGE>


     The  limitation of this Section  shall be deemed  satisfied if the benefits
payable with respect to a Participant,  when expressed as an Annual Benefit,  do
not exceed the  product of (i) One  Thousand  Dollars  ($1000.00),  and (ii) the
Participant's  Years of Benefit  Service  (not  exceeding  ten (10)),  and if an
Employer has not at any time maintained a qualified defined contribution plan, a
Welfare Benefit Fund or an Individual  Medical Account in which such Participant
participated.

     13.2  Adjustments.  The limitation in Section 13.1 shall be subject to the
following adjustments:

          (a) If payment of  benefits  commences  before age 62, the  limitation
under Section 13.1(a), as reduced pursuant to Section 13.3, if applicable, shall
be the Actuarial  Equivalent of such limitation (as adjusted pursuant to Section
13.2(b))  beginning  at age 62,  actuarially  reduced  for  each  month by which
benefits commence before the month in which the Participant  attains age 62. For
purposes of making the  adjustments  required under this  subsection,  Actuarial
Equivalence  shall be  determined  by using the  mortality  table  specified  in
Section  12.2(a)(ii) and an interest rate assumption of 5% or the rate specified
in Section 12.1 of the Plan, whichever is greater; provided,  however, effective
for Limitation Years beginning in 1995, the applicable interest rate (as defined
in Section  417(e)(3) of the Code and as determined  under  Section  12.2(a)(i))
shall be  substituted  for 5% with  respect  to any  benefits  payable in a form
subject to Section  417(e)(3) of the Code. Any decrease in the limitation  under
Section 13.1(a)  determined in accordance with this subsection shall not reflect
the mortality  decrement to the extent that benefits will not be forfeited  upon
the death of the Participant.

          (b) If payment of benefits commences before Social Security Retirement
Age and on or after age 62, the  limitation  under Section  13.1(a),  as reduced
pursuant to Section 13.3, if applicable, shall be determined as follows:

               (i) if the Participant's Social Security Retirement Age is 65, by
reducing such limitation by 5/9 of 1% for each month by which benefits  commence
before the month in which the Participant attains age 65; or

               (ii)  if the  Participant's  Social  Security  Retirement  Age is
greater than 65, by reducing such  limitation by 5/9 of 1% for each of the first
36 months and 5/12 of 1% for each additional  month,  up to 24 months,  by which
benefits  commence  before  the month in which the  Participant  attains  Social
Security Retirement Age.

          (c) If payment of benefits commences after Social Security  Retirement
Age, the limitation under Section 13.1(a),  as reduced pursuant to Section 13.3,
if  applicable,  shall be  adjusted  so that such  limitation  is the  Actuarial
Equivalent of a $90,000 Annual Benefit beginning at Social

<PAGE>


Security  Retirement  Age. For purposes of making the adjustment  required under
this  subsection,  Actuarial  Equivalence  shall  be  determined  by  using  the
mortality table specified in Section 12.2(a)(ii) and an interest rate assumption
of 5% or the rate specified in Section 12.1 of the Plan, whichever is less.

     Notwithstanding  the foregoing to the  contrary,  a  Participant's  Accrued
Benefit shall not be reduced below his or her Accrued Benefit as of December 31,
1994.

     If the benefit which a Participant  would otherwise  accrue in a Limitation
Year would produce an Annual Benefit in excess of the  limitation  prescribed by
this Section,  the rate of accrual  shall be reduced to the extent  necessary to
comply with said limitation.

     If a Participant  is or has ever been covered under more than one qualified
defined  benefit plan  maintained by an Employer,  the sum of the  Participant's
benefits from all such plans,  when  expressed as an Annual  Benefit,  shall not
exceed the  limitation  prescribed by this  Section.  If the sum of the benefits
which  a  Participant   would  otherwise  accrue  would  exceed  the  limitation
prescribed by this Section, the rate of accrual under this Plan shall be reduced
to the extent that if the rate of accrual under each such other plan was reduced
proportionately the limitation prescribed by this Section would be satisfied.

     In the case of an individual who was a Participant in the Plan or in one or
more other qualified defined benefit plans of an Employer as of the first day of
the first  limitation  year  beginning  after  December 31, 1986, the limitation
prescribed  by this  Section  shall  not be less than the  individual's  accrued
benefit, when expressed as an Annual Benefit, under this Plan and all such other
qualified  defined  benefit  plans  as of the end of the  last  limitation  year
beginning  before  January 1, 1987,  disregarding  any  changes in the terms and
conditions  of the plans after May 5, 1986,  and any cost of living  adjustments
occurring after May 5, 1986. The preceding sentence shall apply only if the Plan
and all such other  qualified  defined  benefit  plans met the  requirements  of
Section 415 of the Code, as in effect for all limitation  years beginning before
January 1, 1987.

     13.3  Reduction For Less Than Ten (10) Years of Participation or Service.
          (a) In the case of a  Participant  with  less  than ten (10)  years of
participation in the Plan, the limitation  described in Section 13.1(a) shall be
reduced by one-tenth (1/10) for each year of participation in the Plan less than
ten (10).

          (b) In the case of a  Participant  who has less than ten (10) Years of
Benefit Service, the limitation described in Section 13.1(b) shall be reduced by
one-tenth (1/10) for each Year of Benefit Service less than ten (10).
          (c) The  reductions  required by this Section  shall be applied in the
denominator of the fraction under Section  13.5(a),  based upon Years of Benefit
Service,  and such years shall include future Years of Benefit Service occurring
before the Participant's Normal Retirement Date. Such future years shall include
the year which contains the Participant's  Normal Retirement Date only if it can
reasonably be anticipated  that the Participant  shall receive credit for a Year
of Benefit Service for such Year.

For purposes of this Section, the term "year of participation" shall mean a Plan
Year in which the  Participant is credited with a Year of Benefit Service and is
included as a Participant in the Plan in accordance with Article II for at least
one day in such Plan Year.

     13.4 Adjustment to Dollar Limitation.  Each January 1 the dollar limitation
in effect under  Section 13.1 shall be  automatically  adjusted for increases in
the cost of living in  accordance  with  regulations  promulgated  under Section
415(d) of the Code.  Such  adjustment  shall apply to the Limitation Year ending
within the calendar year of the effective date of such adjustment.

     13.5 Limitation For Defined Benefit Plan and Defined Contribution Plan. For
Limitation  Years  beginning  before  January 1,  2000,  if a  Participant  also
participates or has participated in one or more qualified  defined  contribution
plans,  Welfare Benefit Funds or Individual  Medical  Accounts  maintained by an
Employer,  then in addition to the limitation set forth in Section 13.1, the sum
of the fractions  determined under  subsections (a) and (b) of this Section with
respect to said Participant for any Limitation Year shall not exceed 1.0.

          (a) A fraction, the numerator of which is the sum of the Participant's
Projected Annual Benefits under all qualified  defined benefit plans (whether or
not  terminated)  maintained by an Employer and the  denominator of which is the
lesser of --

               (i)  the dollar limitation in effect under Sections 415(b)(1)(A)
and 415(d) of the Code for such year multiplied by 1.24, or

                (ii) the amount  which may be taken into account  under  Section
415(b)(1)  (B) of the  Code  with  respect  to the  Participant  for  such  year
multiplied by 1.4.

          If the  Participant  participated  as of the  first  day of the  first
limitation  year  beginning  after  December 31, 1986, in one or more  qualified
defined  benefit plans  maintained by an Employer which were in existence on May
6, 1986, the denominator of this fraction shall not be less than one hundred and
twenty-five  percent  (125%)  of the  sum  of  the  Annual  Benefits  which  the
Participant  accrued under such plans as of the end of the last  limitation year
beginning before January 1, 1987, disregarding any changes

<PAGE>


in the terms and  conditions  of the plans  after  May 5,  1986.  The  preceding
sentence applies only if the qualified defined benefit plans individually and in
the aggregate satisfied the requirements of Section 415 of the Code as in effect
for all limitation years beginning before January 1, 1987.

          (b) A  fraction,  the  numerator  of  which  is the sum of the  annual
additions to the Participant's accounts under all qualified defined contribution
plans (whether or not terminated)  maintained by an Employer for the current and
all prior limitation  years (including the annual additions  attributable to the
Participant's  nondeductible voluntary contributions under all qualified defined
benefit  plans,  whether or not  terminated,  and  attributable  to all  Welfare
Benefit Funds or Individual Medical Accounts and the denominator of which is the
sum of the lesser of the following  amounts  determined  for the current and all
prior  limitation   years  (without  regard  to  whether  a  qualified   defined
contribution  plan was  maintained  by an  Employer)  in which  the  Participant
performed service for an Employer:

               (i)  the dollar limitation in effect under Section 415(c)(1)(A) 
of the Code for such year multiplied by 1.24, or

                (ii)  thirty-five percent (35%) of the Participant's 
compensation (as defined in Section 13.8) for such year.

          If an  Employee  was a  participant  as of the  first day of the first
limitation  year  beginning  after  December 31, 1986, in one or more  qualified
defined  contribution plans maintained by an Employer which were in existence on
May 6, 1986,  the numerator of this fraction shall be adjusted if the sum of the
fractions under this Section would  otherwise  exceed 1.0. Under the adjustment,
an amount  equal to the  product of (i) the excess of the sum of said  fractions
over  1.0  multiplied  by (ii)  the  denominator  of  this  fraction,  shall  be
permanently subtracted from the numerator of this fraction. The adjustment shall
be calculated using the fractions as they would be computed as of the end of the
last  limitation  year beginning  before January 1, 1987, and  disregarding  any
changes in the terms and  conditions  of the plans after May 6, 1986,  but using
the limitation  under Section 415 of the Code applicable to the first limitation
year beginning on or after January 1, 1987.

          The annual addition for any limitation  year beginning  before January
1,  1987,  shall  not  be  recomputed  to  treat  all  nondeductible   voluntary
contributions as annual additions.

          If the sum of said fractions for any Limitation  Year exceeds 1.0, the
Annual  Benefits under this Plan and any other  qualified  defined  benefit plan
maintained  by an  Employer  shall  be  proportionately  reduced  to the  extent
necessary to comply with the limitation of this Section.

     13.6 Combining and Aggregating  Plans. For purposes of applying the benefit
          limitations  described  in this  Article:  (a) all  qualified  defined
          benefit  plans  (whether  or not  terminated)  ever  maintained  by an
          Employer shall be treated as one
defined benefit plan; and

          (b)  all  qualified  defined   contribution   plans  (whether  or  not
terminated)  ever  maintained  by an  Employer  shall be treated as one  defined
contribution plan.

     13.7  Certain Contributions Treated as Annual Additions.  For purposes of
this Article:

          (a)  Employer  contributions   (including  "excess  contributions"  as
defined in Section 401(k) of the Code and "excess  aggregate  contributions"  as
defined in Section 401(m) of the Code),  employee  contributions and forfeitures
allocated to an individual's account under a qualified defined contribution plan
maintained by an Employer shall constitute annual additions.

          (b)  Contributions  by Employees to a qualified  defined  benefit plan
maintained  by an Employer  shall be treated as annual  additions to a qualified
defined contribution plan.

          (c)  Amounts  derived  from  contributions  paid or accrued in taxable
years  ending  after   December  31,  1985,  and  which  are   attributable   to
post-retirement  medical  benefits  allocated to the  separate  account of a key
employee  (as required in Section  419A(d) of the Code) under a Welfare  Benefit
Fund  maintained  by an  Employer,  shall be  treated as annual  additions  to a
qualified  defined  contribution  plan.  ("Key  employee" shall have the meaning
given such term in Section 16.6(c).)

          (d)  Contributions  allocated  after March 31, 1984,  to an Individual
Medical  Account  which is part of a pension or annuity  plan  maintained  by an
Employer  shall  be  treated  as  annual   additions  to  a  qualified   defined
contribution plan.

     13.8  Definitions

          (a) "Annual Benefit" shall mean a benefit which is payable annually in
the form of a  straight-life  annuity,  excluding any benefits  attributable  to
contributions by Employees, rollover contributions and assets transferred from a
qualified  plan not  maintained  by the  Employer.  For purposes of applying the
limitations  of this Article  XIII,  a benefit  payable in any form other than a
straight-life  annuity shall, except as hereinafter  provided,  be adjusted to a
straight-life annuity using the mortality table specified in Section 12.2(a)(ii)
and an  interest  assumption  of 5% or the rate  specified  in Section  12.1 for
determining  Actuarial  Equivalence,  whichever is greater;  provided,  however,
effective for Limitation Years beginning in 1995, the interest rate specified in
Section  12.2(a)(i)  shall be  substituted  for 5% for purposes of adjusting any
form of

<PAGE>


benefit subject to Section 417(e)(3) of the Code. No actuarial  adjustment shall
be made,  however,  for (i) the value of a qualified joint and survivor  annuity
(as defined in Section  10.5),  (ii) the value of benefits that are not directly
related  to  retirement  benefits  (such  as  qualified   disability   benefits,
pre-retirement  death benefits and  post-retirement  medical benefits) and (iii)
the  value  of  post-retirement  cost  of  living  increases,  if  any,  made in
accordance with Section 415(d) of the Code and Section 1.415-3(c)(2)(iii) of the
Treasury Regulations.

          (b)  "Compensation,"  for purposes of applying the limitations of this
Article,  shall mean, with respect to a Limitation Year, the total  compensation
paid by an Employer to an Employee for services  rendered while an Employee that
constitutes  wages as  defined in  Section  3401(a)  of the Code,  and all other
payments by an Employer to an Employee for services  rendered  while an Employee
for which an Employer is  required to furnish the  Employee a written  statement
under Sections  6041(d) and 6051(a)(3) of the Code,  without regard to any rules
that limit the remuneration included in wages based on the nature or location of
the  employment  or services  performed.  Notwithstanding  the  foregoing to the
contrary,  effective January 1, 1998,  "compensation" shall include any elective
deferrals  within the  meaning of Section  402(g)(3)  of the Code and any amount
which is  contributed or deferred by the Employer at the election of an Employee
and which is not  includable  in the gross  income of the  Employee by reason of
Section 125 or 457 of the Code.

          (c)  "Highest  Average  Compensation"  shall  mean  the  average  of a
Participant's  compensation  (as defined in this Section 13.8) for the period of
three (3) consecutive calendar years (or, the actual number of the Participant's
consecutive  years of employment if the  Participant  has been employed for less
than three (3) consecutive calendar years) during which the Participant was both
an active  Participant in the Plan and had the greatest  aggregate  compensation
(as defined in this Section 13.8) from the Employer.

          (d)  "Individual Medical Account" shall mean an "individual medical
benefit account" as defined in Section 415(l) of the
Code.

          (e) "Limitation Year" shall mean the calendar year or any other twelve
(12) consecutive month period designated by the Board of Directors pursuant to a
written  resolution.  In the  event  the  Limitation  Year is  changed,  the new
limitation  year shall begin within the Limitation  Year in which such change is
effective.

          (f) "Projected  Annual Benefit" shall mean the Annual Benefit to which
a Participant would be entitled under the Plan assuming:

               (i)  the Participant continues employment with an Employer until
the Normal Retirement Date; and

<PAGE>


               (ii) the  Participant's  Compensation for the current  Limitation
Year and all other  relevant  factors used to determine  benefits under the Plan
remain constant for all future Limitation Years.

          (g)  "Welfare  Benefit  Fund" shall mean a "welfare  benefit  fund" as
defined in Section 419(e) of the Code.

                             ARTICLE XIV
       Restriction on Benefits Payable to Certain Participants

     14.1 Nondiscriminatory  Benefit.  Notwithstanding any provision of the Plan
to the contrary,  in the event the Plan is terminated,  the benefit payable with
respect to a Participant who is an active or former highly compensated  employee
(within the meaning of Section 414(q) of the Code) shall be limited to a benefit
that is nondiscriminatory under Section 401(a)(4) of the Code.

     14.2 Limits on Annual Payments.  Except as hereinafter provided, the annual
payments with respect to a Participant who is one of the  twenty-five  (25) most
highly  compensated  active or former highly  compensated  employees (within the
meaning of Section  414(q) of the Code) shall not exceed an amount  equal to the
annual  payments  that would be made with  respect to such  Participant  under a
straight  life annuity that is the  Actuarial  Equivalent  of the  Participant's
Accrued  Benefit and any other benefits to which he or she is entitled under the
Plan.

     The foregoing provisions of this Section shall not apply if--

          (a) the value of the Plan's  assets  equals or exceeds one hundred ten
percent  (110%) of the value of the Plan's  current  liabilities  (as defined in
Section  412(l)(7) of the Code),  determined as of the same date,  after payment
has been made to a  Participant  described  above of all benefits to which he or
she is entitled under the Plan;

          (b) the value of the benefits to which a Participant  described  above
is entitled under the Plan is less than one percent (1%) of the value of current
liabilities  (as defined in Section  412(l)(7) of the Code) before such benefits
are distributed; or

          (c) the value of the benefits to which a Participant  described  above
is entitled under the Plan does not exceed Five Thousand Dollars ($5,000.00).

                             ARTICLE XV
         Credit For Years of Benefit Service Upon Re-employment
         Following Receipt of an Optional Lump Sum Distribution

     15.1  Re-employment  With Credit For Prior Years of Benefit  Service.  If a
Participant who elected to receive an optional lump sum benefit under

<PAGE>


Section 11.1 or Section 11.2 is subsequently  re-employed by an Employer, his or
her Years of Benefit  Service shall include his or her Years of Benefit  Service
prior to the date his or her service terminated only if:

          (a)  the  amount  he or she  received  was  less  than  the  Actuarial
Equivalent  value  of his or her  Accrued  Benefit,  as of the  date  his or her
service terminated; and

          (b)  within  two  (2)  years  of  the  date  the  Participant  resumes
employment with an Employer,  he or she repays to the Trust the entire amount he
or she received, together with interest computed on such amount from the date of
distribution  to the date of  repayment,  compounded  annually  from the date of
distribution,  at the rate as  determined in Section  411(c)(2)(C)  of the Code.
Notwithstanding the preceding  sentence,  a Participant shall not be required to
repay  the  amount  he or she  received  before  the end of a period of five (5)
consecutive one-year Breaks in Service.

     15.2 Re-employment  Without Credit For Prior Years of Benefit Service. If a
Participant  who elected to receive an optional  lump sum benefit  under Section
11.1 or Section 11.2 is  subsequently  re-employed  by an  Employer,  his or her
Years of Benefit  Service shall not include his or her Years of Benefit  Service
prior to the date his or her service terminated if the amount he or she received
was  equal to or  greater  than  the  Actuarial  Equivalent  value of his or her
Accrued Benefit as of the date his or her service terminated.

     15.3  Re-employment With Partial Credit For Prior Years of Benefit Service.
If a  Participant  who  elected to receive an optional  lump sum  benefit  under
Section  11.1 or Section 11.2 and received  less than the  Actuarial  Equivalent
value of his or her Accrued Benefit is subsequently  re-employed,  but he or she
does not repay to the Trust the amount he or she received with interest  thereon
as provided in Section 15.1,  his or her Years of Benefit  Service shall include
his or her  Years of  Benefit  Service  prior  to the  date  his or her  service
terminated,  provided,  however, any subsequent benefit payable to or in respect
of such Participant shall be reduced by a benefit having an Actuarial Equivalent
value equal to the amount he or she received.

                             ARTICLE XVI
                        Top Heavy Provisions

     16.1 Top Heavy Requirements.  Notwithstanding any provision of this Plan to
the contrary,  if the Plan is or becomes Top Heavy with respect to any Employer,
then the  provisions of this Article shall become  applicable  and supersede any
conflicting  provisions  of this  Plan  which are  applicable  with  respect  to
participation  of such  Employer  in this  Plan,  but not  with  respect  to the
participation of any other Employer.

     16.2 Minimum  Vesting  Requirement.  Except as  hereinafter  provided,  the
nonforfeitable  interest of each Participant in his or her Accrued Benefit shall
be determined in accordance with the following schedule:



<PAGE>


          Years of Vesting Service          Vested Percentage

          0 but less than 2                       0%
          2 but less than 3                      20%
          3 but less than 4                      40%
          4 but less than 5                      60%
          5 but less than 6                      80%
          6 or more                             100%

     The nonforfeitable  interest of any Participant who is not credited with an
Hour of Service after the Plan becomes Top Heavy shall,  however,  be determined
in accordance with the provisions of the Plan without regard to this Section.

     In the event the Plan ceases to be Top Heavy,  the  Employer  may amend the
vesting schedule,  provided the Employer complies with the provisions of Section
21.1.

     16.3 Minimum Benefit Requirement.  The benefit of each Participant who is a
Non-Key Employee,  when expressed as an annual retirement benefit payable in the
form of a single life annuity  beginning at his or her Normal  Retirement  Date,
shall not be less than the Participant's average compensation  multiplied by the
lesser of (i) two percent  (2%)  multiplied  by the number of the  Participant's
Years of Benefit  Service,  or (ii) twenty percent  (20%).  For purposes of this
Section:

          (a) the  following  Years of  Benefit  Service  shall be  excluded  in
determining the minimum benefit of any Participant:

               (i) any Year of Benefit Service if the Plan was not Top Heavy for
the Plan Year ending during such year; and

               (ii)  any  Year  of  Benefit  Service  completed  in a Plan  Year
beginning before January 1, 1984.

          (b) The average  compensation of a Participant  shall mean the average
of the Participant's compensation (as defined in Section 13.8) for the period of
the Participant's Years of Benefit Service (not exceeding five (5)) during which
he or she had the greatest compensation, excluding:

               (i) any Year of Benefit Service (and compensation received by the
Participant during such year) which ends in a Plan Year beginning before January
1, 1984; and

               (ii) any Year of Benefit  Service (and  compensation  received by
the Participant  during such year) which begins after the close of the last year
in which the Plan was Top Heavy.



<PAGE>


     16.4  Modified  Limitation  on  Annual  Additions.   The  combined  defined
contribution and defined benefit plan limitation set forth in Section 13.5 shall
be applied by  substituting  1.0 for 1.25 whenever 1.25 appears therein for each
Plan Year in which the Plan is Top Heavy.

     16.5  Present  Value  Factors.  For purposes of  determining  the Top Heavy
Ratio,  the present value of Accrued  Benefits of the Plan shall be based on the
following factors:

               Interest:      Six and one-half percent (6-1/2%) per annum.

               Mortality Table:       1971 Group Annuity Mortality Table using
male rates for all individuals regardless of sex.

     16.6  Definitions.

          (a)  "Determination  Date" shall mean,  with respect to any Plan Year,
the last day of the preceding  Plan Year or, in the case of the first Plan Year,
the last day of such Plan Year.

          (b)  Five Percent Owner" shall mean:

               (i) if the Employer is a corporation,  any person who owns (or is
considered  as owning  within the  meaning of Section 318 of the Code) more than
five  percent  (5%)  of the  outstanding  stock  of  the  corporation  or  stock
possessing more than five percent (5%) of the total combined voting power of all
stock of the corporation; or

               (ii) if the  Employer is not a  corporation,  any person who owns
more than five percent (5%) of the capital or profits interest in the Employer.

          (c) "Key Employee" shall mean any Employee or former Employee (and the
Beneficiary  of such  Employee) who at any time during the Plan Year or the four
(4) preceding Plan Years is:

               (i) an officer of an Employer having annual compensation  (within
the meaning of Section  13.8)  greater than fifty percent (50%) of the amount in
effect under Section  415(b)(1)(A) of the Code for any such Plan Year, but in no
event shall more than fifty (50)  Employees  (or, if less,  the greater of three
(3) or ten percent (10%) of all Employees) be treated as Key Employees by reason
of being officers;

               (ii) a person owning (or  considered as owning within the meaning
of Section 318 of the Code) more than a one-half  percent  (0.5%)  interest,  as
well as one of the ten (10) largest  interests in the Employer and having annual
compensation  (within the meaning of Section 13.8) from an Employer of more than
the  limitation  in effect under Section  415(c)(1)(A)  of the Code for any such
Plan Year;


<PAGE>


               (iii)  a Five Percent Owner;

               (iv) a person who has annual  compensation (as defined in Section
13.8) from an  Employer  of more than One  Hundred  and Fifty  Thousand  Dollars
($150,000)  and who  would be  described  in (c) above if one  percent  (1%) was
substituted for five percent (5%).

          The determination of who is a Key Employee shall be made in accordance
with  Section  416(i)(1)  of  the  Code  and  the  regulations  thereunder,  the
provisions of which are incorporated herein by reference.

          (d)  "Non-Key  Employee"  shall  mean  any  Employee  who is not a Key
Employee.

          (e)   "Permissive   Aggregation   Group"  shall  mean  each  qualified
retirement plan of an Employer which is included in a Required Aggregation Group
and any other qualified  retirement  plan or plans of the Employer  which,  when
considered as a group with the Required Aggregation Group,  continues to satisfy
the requirements of Sections 401(a)(4) and 410 of the Code.

           (f) "Required Aggregation Group" shall mean each qualified retirement
plan  (whether or not  terminated)  of an Employer in which a Key  Employee is a
participant  and each other  qualified  retirement  plan of the  Employer  which
enables any plan of the  Employer in which a Key  Employee is a  participant  to
meet the requirements of Sections 401(a)(4) or 410 of the Code.

          (g) "Top Heavy" shall mean,  with  respect to any Plan Year  beginning
after December 31, 1983, that, as of the Determination Date:

               (i) the Top Heavy Ratio for the Plan exceeds sixty percent (60%),
if the Plan is not included in a Required Aggregation Group; or

               (ii) the Top Heavy Ratio for the Required Aggregation Group which
includes  the Plan exceeds  sixty  percent  (60%),  if the Plan is included in a
Required  Aggregation  Group,  but is not included in a  Permissive  Aggregation
Group.

          (h)  "Top Heavy Ratio" shall mean:

               (i) if the Plan is not included in a Required  Aggregation Group,
a fraction,  the numerator of which is the sum of the present  values of Accrued
Benefits of Key Employees under the Plan and the denominator of which is the sum
of the present values of Accrued Benefits of all Participants under the Plan; or

               (ii) if the Plan is included in a Required Aggregation Group or a
Permissive Aggregation Group, a fraction, the numerator of which is the

<PAGE>


sum of the account balances of Key Employees under all defined contribution
plans included in such group and the present  values of the accrued  benefits of
Key Employees  under all defined  benefit  plans  included in such group and the
denominator  of which is the sum of the  account  balances  of all  Participants
under all  defined  contribution  plans  included  in such group and the present
values of the accrued  benefits of all  Participants  under all defined  benefit
plans included in such group.

          The present  value of accrued  benefits  under the Plan and under each
other plan with which it is aggregated  shall be determined,  in accordance with
the  provisions  of Section  416(g) of the Code and the  regulations  thereunder
which are  incorporated  herein  by  reference,  as of the  plan's  most  recent
valuation  date that  falls  within or ends with the twelve  (12)  month  period
ending on the plan's  Determination Date. When aggregating plans (i) the present
value of accrued  benefits  shall be determined  separately  for each plan as of
each  plan's  most  recent  valuation  date that falls  within or ends with said
period and (ii) the present value of accrued  benefits shall be calculated  with
reference to the  Determination  Dates that fall within the same calendar  year.
The  valuation  date for the Plan is  January  1 which is the same date used for
computing its costs for minimum funding purposes.

          In determining the Top Heavy Ratio for any Plan Year, if an individual
is a Non-Key Employee with respect to the Plan or with respect to any other plan
which  is  included  in  the  same  Required  Aggregation  Group  or  Permissive
Aggregation  Group as the Plan,  but was a Key Employee with respect to the Plan
or such  other  plan for any prior plan  year,  any  account  balance or accrued
benefit for such individual shall not be taken into account.

          In addition,  effective for Plan Years  beginning  after  December 31,
1984,  any  account  balance or accrued  benefit of any  individual  who has not
performed  services for the Employer at any time during the five (5) year period
ending on the  Determination  Date  shall not be taken into  account;  provided,
however, if such individual subsequently performs services for the Employer, his
or her  account  balance or accrued  benefit  shall be taken  into  account,  as
required by Treasury regulations, in a subsequent Plan Year.

                             ARTICLE XVII
                             Contributions

     17.1  Employer  Contributions.  Each  Employer  shall  from  time  to  time
contribute  to the  Trust  such  amounts  as shall be  required  under  accepted
actuarial  principles  to provide  the  benefits  under the Plan and to meet the
funding requirements of ERISA.

     17.2 Erroneous Employer Contributions. All contributions by an Employer are
conditioned  upon the  continued  qualification  of the  Plan  under  the  Code,
including any amendments to the Plan, and upon the  deductibility  under Section
404 of the Code. Upon the request of an Employer,  any contribution  made (a) by
reason of a mistake of fact, (b) conditioned  upon initial  qualification of the
Plan or conditioned upon qualification of the Plan, as amended, or (c) for which
a deduction is disallowed under Section 404 of the Code shall be returned to the
Employer within one (1) year of the mistaken  payment of the  contribution,  the
date of denial of qualification,

<PAGE>


or  disallowance  of the deduction,  as the case may be. The amount which may be
returned to an Employer is the excess of the amount  contributed over the amount
that would have been  contributed  had there not occurred a mistake of fact or a
mistake  in  determining  the  deduction.  Earnings  attributable  to any excess
contribution  shall not be returned  to the  Employer,  but losses  attributable
thereto shall reduce the amount which may be returned.

     17.3 Application For Forfeitures. All forfeitures arising from terminations
of employment  shall be applied to reduce  Employer  contributions,  and no such
amounts  shall in any event be applied to increase the benefits any  Participant
would  otherwise  receive under the Plan at any time prior to the termination of
the Plan.

     17.4  Trust.  In order to  establish  a  funding  medium  to carry  out the
provisions  of the Plan,  the  Employers  shall  maintain a Trust with a bank or
trust company as Trustee,  as the Finance  Committee  shall appoint.  Such Trust
shall become a part of the Plan and shall  provide that no part of the corpus or
income of the Trust Fund shall,  except as otherwise  provided in this Plan,  be
used for, or  diverted  to,  purposes  other than the  exclusive  benefit of the
Participants and their Beneficiaries.

                             ARTICLE XVIII
                         Retirement Committee

     18.1 Appointment of Retirement Committee.  The Human Resources Committee of
the  Board of  Directors  shall  appoint a  committee  of not less than four (4)
individuals who shall have authority to control and manage the administration of
the Plan. A majority of the Retirement  Committee shall constitute a quorum, and
an action of the majority  present at any meeting  shall be deemed the action of
the  Committee.  Any member of the  Retirement  Committee may  participate  in a
meeting of the Committee through conference telephone or similar  communications
equipment  by means of which all  individuals  participating  in the meeting can
hear each other.  Any action of the Retirement  Committee may be taken without a
meeting if all members of the Committee sign written  consents setting forth the
action taken or to be taken, at any time before or after the intended  effective
date of such action.

     18.2 Appointment, Resignation and Removal. Any person appointed to serve as
a member of the  Retirement  Committee  shall serve at the pleasure of the Human
Resources  Committee of the Board of Directors and may be removed by delivery of
written notice of removal which shall take effect at the date specified therein.
Any member of the  Retirement  Committee may resign at any time by delivering to
the Human Resources  Committee a written notice of resignation  which shall take
effect at a date specified therein.  The Human Resources  Committee,  as soon as
practicable  following  delivery of a written  notice of removal or receipt of a
written notice of resignation of any member of the Retirement  Committee,  shall
consider the appointment of a successor.

<PAGE>


     18.3 Duties. The Retirement Committee shall be a named fiduciary within the
meaning of Section  402(a)(2)  of ERISA with the  following  powers and complete
discretionary  authority to control and manage the operation and  administration
of the Plan:

          (a) to determine all questions concerning the eligibility of Employees
to participate in and receive benefits under the Plan;

          (b)  to compute the amount of benefits payable to any Participant or 
other person;

          (c)  to authorize and direct the Trustee with respect to payment of 
benefits;

          (d)  to interpret the provisions of the Plan and to make rules and
regulations for the administration of the Plan;

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

          (f) to monitor  the  performance  of the  Trustee  and any  Investment
Managers and to report its findings to the Finance Committee not less often than
semiannually;

          (g)  to act as agent for service of legal process; and

          (h) to employ or retain counsel, accountants,  actuaries or such other
consultants as may be required to assist in administering the Plan.

     The interpretation of the Plan and the construction of Plan provisions that
are made by the Retirement  Committee shall be final,  conclusive and binding on
all affected parties.

     Except as  provided  in  subsection  (f) of this  Section,  the  Retirement
Committee  shall have no power or authority over the investment of the assets of
the Trust  Fund.  The  Finance  Committee,  Trustee  and/or  any duly  appointed
Investment Manager or Managers shall have exclusive  authority and discretion to
manage and control the Trust Fund in accordance with the terms of the Trust.

     18.4 Notice to Trustee.  The  Retirement  Committee  shall give the Trustee
written  notice  whenever a Participant or other person is entitled to receive a
distribution  of Plan  benefits.  Such  notice  shall  indicate  the name of the
Participant or other person entitled to receive a distribution and the manner in
which the distribution is to be made.

     Unless a Participant  otherwise  elects, in no event shall the distribution
of benefits to such Participant commence later than the

<PAGE>


sixtieth  (60th) day after the latest of (i) the close of the Plan Year in which
occurs the earlier of the date on which the  Participant  attains age sixty-five
(65) or his or her Normal  Retirement  Date,  (ii) the close of the Plan Year in
which occurs the tenth (10th)  anniversary of the year in which the  Participant
commenced  participation  in the  Plan,  or (iii)  the close of the Plan Year in
which the  Participant  terminates  employment with an Employer and is no longer
employed by any Employer.  The  aforesaid  election may be made by submitting to
the Retirement Committee a written statement,  signed by the Participant,  which
specifies the date,  subject to the  restrictions  of Section 25.3, on which the
distribution of benefits shall commence.

     18.5 Fiduciary Duties. The Retirement  Committee shall discharge its duties
under  the  Plan  solely  in  the  interest  of  the   Participants   and  their
Beneficiaries and:

          (a)  for  the  exclusive   purpose  of  (i)   providing   benefits  to
Participants and their Beneficiaries,  and (ii) defraying reasonable expenses of
administering the Plan; and

          (b)  with  the  care,  skill,   prudence,   and  diligence  under  the
circumstances  then  prevailing  that a prudent man acting in like  capacity and
familiar  with such matters  would use in the conduct of an enterprise of a like
character and with like aims.

     18.6 Reporting and  Disclosure.  The Retirement  Committee shall furnish to
each  Participant  and to each other person who is receiving  benefits under the
Plan, and shall file with the Secretary of Labor,  the Secretary of Treasury and
the  Pension  Benefit   Guaranty   Corporation  all  reports,   disclosures  and
notifications as are required under the Code.

     18.7  Delegation  of  Ministerial  Duties.  The  Retirement  Committee  may
delegate  to any  member or  members  of the  Committee  or to any  Employee  or
Employees, severally or jointly, the authority to perform any ministerial act in
connection with the administration of the Plan.

     18.8  Compensation  and  Reimbursement  of  Expenses.  The  members  of the
Retirement  Committee shall be entitled to reasonable  compensation for services
rendered,  and to reimbursement of expenses properly and actually  incurred,  in
the  performance of their duties on behalf of the Plan, but no person so serving
who already receives pay from an Affiliated Employer shall receive  compensation
for such services,  except for  reimbursement of expenses  properly and actually
incurred and not otherwise reimbursed.

     18.9 Uniformity of Rules and Regulations. In the administration of the Plan
and  the  interpretation  and  application  of its  provisions,  the  Retirement
Committee shall exercise its powers and authority in a nondiscriminatory manner,
and shall apply uniform administrative rules and

<PAGE>


regulations in order to assure substantially the same treatment to Participants
in similar circumstances.

     18.10 Reliance on Reports.  The Retirement  Committee  shall be entitled to
rely upon all certificates and reports made by any counsel, accountant,  actuary
or other consultant employed or retained to assist in administering the Plan.

     18.11  Multiple  Signatures.  A majority of the  members of the  Retirement
Committee or any one member authorized by such Committee shall have authority to
execute all documents,  reports or other  memoranda  necessary or appropriate to
carry out the actions and decisions of the  Retirement  Committee.  The Trustee,
Any Investment Manager or any other interested party may rely upon any document,
report or other  memorandum so executed as evidence of the Retirement  Committee
action or decision indicated thereby.

     18.12 Payment of Plan Expenses.  Notwithstanding  any provision of the Plan
or  the  Trust  to  the  contrary,   payment  of  any  reasonable   expenses  of
administering the Plan, as determined by the Retirement Committee, shall be made
from the Trust Fund, unless paid by the Employer.  If such expenses are incurred
as a result of services provided to the Plan or Trust by a party in interest (as
defined in Section 3(14) of ERISA), no payment shall be made from the Trust Fund
unless such payment - (a) satisfies the applicable  requirements  of Section 408
of ERISA and the  regulations  thereunder;  or (b) is otherwise  exempt from the
applicable prohibited transaction rules of the Code and ERISA.
                         ARTICLE XIX
                      Finance Committee

     19.1 Duties.  The Finance  Committee shall be a named fiduciary  within the
meaning of Section  402(a)(2) of ERISA and shall have the  following  duties and
responsibilities:

          (a)  to appoint and remove the Trustee and establish the terms of the
Trust Agreement;

          (b)  to establish investment policies and objectives with regard to
management of the Trust Fund; and

          (c)  to  appoint  one  or  more  Investment  Managers  to  direct  the
investment of the Trust Fund or such portion thereof as may be designated by the
Finance Committee, to remove any Investment Manager, and to establish investment
guidelines which shall be binding on such Investment Managers.

     A majority of the  Finance  Committee  shall  constitute  a quorum,  and an
action of the majority  present at any meeting shall be deemed the action of the
Committee.  Any member of the Finance  Committee may participate in a meeting of
the Committee through conference telephone or similar


<PAGE>


communications equipment by means of which all individuals  participating in the
meeting can hear each other.  Any action of the Finance  Committee  may be taken
without a meeting if all members of the Committee sign written  consents setting
forth the action taken or to be taken,  at any time before or after the intended
effective date of such action. In carrying out its duties, the Finance Committee
may employ or retain counsel, accountants,  actuaries and such other consultants
as it deems to be in the best interests of the Plan.  The Finance  Committee may
delegate  to any  member or  members  of the  Committee  or to any  Employee  or
Employees, severally or jointly, the authority to perform any ministerial act in
connection with the administration of the Plan.

     The  Finance  Committee  shall have no power or  authority  to control  the
operation and administration of the Plan, apart from its duties as enumerated in
this Section.

      19.2 Fiduciary  Duties.  The Finance  Committee shall discharge its duties
under the Plan and Trust  solely in the interest of the  Participants  and their
Beneficiaries and:

          (a)  for the  exclusive  purposes  of (i)  providing  benefits  to the
Participants  and  Beneficiaries;  and (ii)  defraying  reasonable  expenses  of
administering the Plan and Trust;

          (b)  with  the  care,  skill,   prudence,   and  diligence  under  the
circumstances  then  prevailing that a prudent man acting in a like capacity and
familiar  with such matters  would use in the conduct of an  enterprise  of like
character and with like aims; and

          (c) by diversifying the investments of the Trust so as to minimize the
risk of large losses,  unless under the  circumstances it is clearly prudent not
to do so.

     19.3 Compensation and Reimbursement of Expenses. The members of the Finance
Committee shall be entitled to reasonable  compensation  for services  rendered,
and  to  reimbursement  of  expenses  properly  and  actually  incurred,  in the
performance  of their duties on behalf of the Plan, but no person so serving who
already receives  compensation from an Affiliated Employer for services rendered
as an  Employee  shall  receive  compensation  for  such  services,  except  for
reimbursement  of expenses  properly  and actually  incurred  and not  otherwise
reimbursed.

     19.4 Reliance on Reports.  The Finance  Committee shall be entitled to rely
upon all  certificates  and reports  made by any counsel,  accountant,  Actuary,
Investment  Manager  or other  consultant  employed  or  retained  to  assist in
administering the Plan and Trust.

     19.5  Multiple  Signatures.  A  majority  of the  members  of  the  Finance
Committee or any one member authorized by such Committee shall have authority to
execute all documents,  reports or other  memoranda  necessary or appropriate to
carry out the actions and decisions of the Finance Committee.  The Trustee,  Any
Investment  Manager or any other  interested  party may rely upon any  document,
report or other  memorandum  so executed  as  evidence of the Finance  Committee
action or decision indicated thereby.

<PAGE>


                             ARTICLE XX
                          Claims Procedure

     20.1  Filing a Claim  For  Benefits.  A Plan  Participant  or other  person
entitled to benefits under the Plan may make a claim for Plan benefits by filing
a written  request with the Retirement  Committee upon a form to be furnished to
it for such purpose.

     20.2  Denial  of  Claim.  If a claim is wholly  or  partially  denied,  the
Retirement  Committee  shall  furnish the claimant with written  notice  setting
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 Plan provisions on which the
denial is based;

          (c) a description of any additional material or information  necessary
for the  claimant  to  perfect  his or her  claim  and an  explanation  why such
material or information is necessary; and

          (d)  appropriate  information  as to  the  steps  to be  taken  if the
claimant wishes to submit his or her claim for review.

     Such notice  shall be furnished  to the  claimant  within  ninety (90) days
after  receipt  of his or her claim,  unless  special  circumstances  require an
extension of time for processing  his or her claim.  If an extension of time for
processing is required, the Retirement Committee shall, prior to the termination
of the initial ninety (90) day period,  furnish the claimant with written notice
indicating  the special  circumstances  requiring an  extension  and the date by
which  the  Committee  expects  to render  its  decision.  In no event  shall an
extension exceed a period of ninety (90) days from the end of the initial ninety
(90) day period.

     20.3  Appeal of  Denied  Claim.  A  claimant  may  request  the  Retirement
Committee to review a denied claim. Such request shall be in writing and must be
delivered to the  Retirement  Committee  within sixty (60) days after receipt by
the claimant of written  notification  of denial of claim.  A claimant or his or
her duly authorized representative may:

          (a)  review pertinent documents, and

          (b)  submit issues and comments in writing.

     20.4 Decision on Appeal. The Retirement Committee shall notify the claimant
of its  decision  on review not later  than  sixty (60) days after  receipt of a
request for review,  unless special  circumstances  require an extension of time
for processing, in which case a decision shall be rendered

<PAGE>


as soon as  possible,  but not later than one  hundred  twenty  (120) days after
receipt of a request for review.  If an extension of time for review is required
because  of  special  circumstances,  written  notice of the  extension  must be
furnished  to the  claimant  prior to the  commencement  of the  extension.  The
Retirement  Committee's decision on review shall be in writing and shall include
specific  reasons  for  the  decision,  as well as  specific  references  to the
pertinent Plan provisions on which the decision is based.

                             ARTICLE XXI
                     Amendment and Termination

     21.2  Amendment.  The Board of Directors may from time to time amend any or
all  provisions  of the  Plan,  provided  that no  amendments  shall,  except as
otherwise  provided in this Plan, permit any part of the Trust Fund to revert to
any  Employer or to be used or diverted  to  purposes  other than the  exclusive
benefit of the  Participants,  their surviving spouses and  Beneficiaries.  Each
such amendment shall be effective in respect of each adopting  Employer  without
further action by any such Employer.

     If the  vesting  provisions  in  effect  under the Plan are  amended,  each
Participant who has completed at least three (3) Years of Vesting  Service,  may
elect to have his or her  nonforfeitable  interest  determined without regard to
such  amendment.  The  Retirement  Committee  shall  promptly  furnish each such
Participant  with  written  notice of the  adoption  of such  amendment  and the
availability  of  the  election  to  have  his or  her  nonforfeitable  interest
determined without regard to such amendment.  An election by a Participant shall
be in writing and shall be effective if filed with the  Retirement  Committee at
any time during the period beginning with the date such amendment is adopted and
ending on the later of (i) the date  which is sixty (60) days after the day such
amendment  is adopted,  (ii) the day which is sixty (60) days after the day such
amendment becomes effective, or (iii) the day which is sixty (60) days after the
Participant  receives  written notice of such  amendment.  An election once made
shall be irrevocable.

     No amendment shall,  except to the extent permitted under Section 412(c)(8)
of the Code,  decrease a Participant's  Accrued Benefit or, except to the extent
permitted  by  Section  411(d)(6)  of the Code,  eliminate  an early  retirement
benefit, a retirement type subsidy or an optional form of benefit.  In addition,
no amendment shall have the effect of decreasing a Participant's  nonforfeitable
interest determined without regard to such amendment as of the later of the date
such amendment is adopted or the date it becomes effective.

     21.2  Termination.  An Employer may  terminate the Plan with respect to its
Employees at any time.  Upon complete or partial  termination  of the Plan by an
Employer,  the rights of its affected  Participants to their respective  Accrued
Benefits,  based on Years of Benefit  Service prior to the date of  termination,
shall become fully vested and nonforfeitable. The assets of

<PAGE>


the Trust, other than the assets held pursuant to Article XXII,  attributable to
such Employer,  after payment of all proper expenses, shall be liquidated by the
payment or  provision  for the  payment of benefits  in the  following  order of
preference:

          (a)  First, in the case of benefits payable as an annuity:

               (i) In the case of a  benefit  of a  Participant  or  Beneficiary
which was in pay status as of the  beginning of the three (3) year period ending
on the  termination  date  of the  Plan,  to each  such  benefit,  based  on the
provisions  of the Plan (as in effect  during the five (5) year period ending on
such date) under which such benefit would be the least; and

               (ii) In the  case of a  Participant's  or  Beneficiary's  benefit
(other  than a benefit  described  in (1)  above)  which  would have been in pay
status as of the beginning of such three (3) year period if the  Participant had
retired  prior to the  beginning  of the three (3) year period and if his or her
benefits  had  commenced  (in the  normal  form of  pension  payment)  as of the
beginning of such period,  to each such benefit  based on the  provisions of the
Plan (as in effect  during the five (5) year  period  ending on such date) under
which such benefit would be the least.

     For purposes of (i) above,  the lowest benefit in pay status during a three
(3) year period shall be considered the benefit in pay status for such period.

          (b) Second,  (i) to all other benefits (if any) of  individuals  under
the Plan  guaranteed  under  Title IV of ERISA  (determined  without  regard  to
Section  4022B(b) of ERISA,  and (ii) to the additional  benefits (if any) which
would be determined under (i) if Section 4022(b)(5) of ERISA did not apply.

          (c) Third, to all other nonforfeitable benefits under the Plan.

          (d)  Fourth, to all other benefits under the Plan.

          (e) Fifth, any balance  attributable to such Employer remaining in the
Trust Fund after payment or providing  for payment of the benefits  described in
the foregoing categories (a) through (d) shall be returned to the Employer.

     If the assets of the Trust  attributable  to such  Employer  available  for
allocation  under any category (other than category (c) or (d)) are insufficient
to satisfy in full the benefits of all  individuals  which are described in that
category,  the assets shall be allocated pro rata among such  individuals on the
basis of the  present  value (as of the  termination  date) of their  respective
benefits  described in that category.  If the assets of the Trust  available for
allocation under category (c) are not sufficient to satisfy in full the benefits
of individuals described in that

<PAGE>


category,  then (i) except as provided in subsection  (ii),  the assets shall be
allocated to the benefits of individuals  described in category (c) on the basis
of the benefits of  individuals  which would have been described in category (c)
under the Plan as in effect at the  beginning of the five (5) year period ending
on the date of Plan termination; and (ii) if the assets available for allocation
under subsection (i) are sufficient to satisfy in full the benefits described in
category (c), then for purposes of subsection  (i) benefits of such  individuals
described therein shall be determined on the basis of the Plan as amended by the
most  recent Plan  amendment  effective  during such five (5) year period  under
which the assets  available for allocation are sufficient to satisfy in full the
benefits of individuals  described in subsection (i) and any assets remaining to
be allocated  under such subsection  shall be allocated under  subsection (i) on
the basis of the Plan as amended by the next succeeding plan amendment effective
during such period.

                             ARTICLE XXII
                      Retiree Medical Benefits

     22.1 401(h)  Account.  The Trustee shall  establish and maintain a separate
account ("401(h) account") for the payment,  in accordance with this Article, of
benefits for sickness, accident, hospitalization and medical expenses of retired
Employees, their spouses and their dependents. The provision of such benefits is
intended to comply with the  applicable  requirements  of Section  401(h) of the
Code and the regulations thereunder.

     22.2 Retiree  Medical  Benefits.  The benefits  payable  under this Article
("Retiree Medical Benefits") and the amount to be paid shall be determined under
the terms and  provisions  of the  Hannaford  Bros.  Co.  Retiree  Medical  Plan
("Retiree  Medical Plan"),  as the same may from time to time be amended.  In no
event shall  payment of any benefit be made under this  Article  with respect to
any Employee unless --

          (a) the Employee,  or his or her spouse or  dependent,  is entitled to
such benefit under the Retiree Medical Plan; and

          (b) the Employee is eligible to receive retirement  benefits under the
Plan or has terminated employment due to permanent  disability.  For purposes of
the preceding  sentence an Employee shall not be considered  eligible to receive
retirement  benefits if  termination  of  employment is a condition to receiving
such benefits.

     22.3   Contributions.   Each  Employer  whose  Employees  are  eligible  to
participate in the Retiree  Medical Plan may from time to time contribute to the
Trust  amounts to be allocated to the 401(h)  account.  At the time of each such
contribution,  the Employer shall designate in writing that the  contribution is
to be used to fund Retiree Medical Benefits. An Employer's  contributions to the
401(h)  account shall be reasonable and  ascertainable  and shall not exceed the
total cost of providing Retiree Medical Benefits to

<PAGE>


its Employees.  The total cost of providing  Retiree  Medical  Benefits shall be
determined in accordance with any generally  accepted  actuarial method which is
reasonable in view of the  provisions of the Retiree  Medical Plan,  the funding
medium,  and other  applicable  considerations.  In no event shall the aggregate
Employer  contribution  to fund  Retiree  Medical  Benefits for any taxable year
exceed the greater of --

          (a) an amount determined by distributing the remaining  unfunded costs
of past and current service  credits as a level amount or a level  percentage of
Compensation over the remaining future service of each Employee; or

          (b) ten  percent  (10%)  of the  total  cost  required  to  fund  such
benefits.

To  determine  the  appropriate  limit  under  the  preceding  sentence,  either
subsection (a) shall apply to all Employees or subsection (b) shall apply to all
Employees.

     In addition, the aggregate  contributions for Retiree Medical Benefits when
added to the contributions, if any, under the Plan, for life insurance benefits,
shall not exceed twenty-five percent (25%) of the total actual  contributions to
the Plan (other than  contributions  for past service  credits) after January 1,
1990. For purposes of this Section,  life insurance benefits include any benefit
paid under the Plan as a result of a  Participant's  death,  to the extent  such
payment  exceeds  the amount of the reserve  required to provide the  retirement
benefits accrued by the Participant as of the date of death.

     22.4  Forfeitures.  In the event that the  interest  of any  individual  in
Retiree  Medical  Benefits is forfeited  prior to the termination of the Retiree
Medical Plan, an amount equal to the amount of such forfeiture  shall be applied
as soon as possible to reduce  future  Employer  contributions  to fund  Retiree
Medical Benefits.  Notwithstanding the preceding  sentence,  at no time shall an
Employee or his or her spouse or  dependents  have a vested  interest in Retiree
Medical  Benefits  or in  the  401(h)  account;  neither  shall  retirement  nor
entitlement to retirement  benefits hereunder create any such vested interest in
any individual.

     22.5 Investments. The 401(h) account shall be maintained for record keeping
purposes  only,  and  contributions  to the 401(h) account may be commingled for
investment  purposes  with  contributions  pursuant to Article XVII of the Plan,
provided  that  earnings and losses on  investments  are allocated to the 401(h)
account in the same  proportion  that the value of assets in the 401(h)  account
bears to the total value of all Plan assets.

     22.6 Reversion to Employer.  Prior to the  satisfaction  of all liabilities
hereunder to pay Retiree  Medical  Benefits,  no part of the corpus or income of
the 401(h) account may be used for, or diverted to, any purpose

<PAGE>


other than the  satisfaction of such liabilities or the payment of any necessary
or  appropriate  expenses  attributable  to the  administration  of  the  401(h)
account.  After satisfaction of all liabilities hereunder to pay Retiree Medical
Benefits,  any assets  remaining in the 401(h)  account shall be returned to the
Employers  in  the  same  proportion   that  each  such   Employer's   aggregate
contributions to the 401(h) account bear to the total  contributions of all such
Employers to the 401(h) account.

     22.7 Key  Employees.  The Trustee  shall  establish and maintain a separate
sub-account  within the 401(h)  account  with  respect  to the  Retiree  Medical
Benefits  payable to a key employee  (within the meaning or Section  16.6(c)) or
his or her spouse and  dependents,  and such benefits shall be payable only from
such sub-account.

                             ARTICLE XXIII
                      Inalienability of Benefits;
                  Qualified Domestic Relations Orders

     23.1  Inalienability of Benefits.  Except as expressly  provided below, the
benefits provided under the Plan shall not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind (other than collection by
the United  States on a judgment  resulting  from an unpaid tax  assessment or a
federal tax levy made pursuant to Code Section  6331),  and any attempt to cause
such benefits to be so subjected will not be recognized.

     Effective  August 5, 1997,  Section 23.1 shall not apply to any offset of a
Participant's  benefit  hereunder  against  an amount  that the  Participant  is
ordered  or  required  to pay to the Plan,  and the Plan shall not be treated as
failing to meet the  requirements  of Section  401(a)(13)  of the Code solely by
reason of such an offset, provided:

          (a) the order or  requirement  to pay arises  (i) under a judgment  of
conviction  for a  crime  involving  the  Plan;  (ii)  under  a  civil  judgment
(including a consent order or decree) entered by a court in an action brought in
connection  with a violation  (or alleged  violation) of Part 4 of Subtitle B of
Title I of ERISA;  or (iii)  pursuant  to a  settlement  agreement  between  the
Secretary of Labor and the Participant,  or a settlement  agreement  between the
Pension Benefit Guaranty  Corporation and the Participant,  in connection with a
violation (or alleged  violation) of Part 4 of Subtitle B of Title I of ERISA by
a fiduciary or any other person;

          (b) the  judgment,  order,  decree or settlement  agreement  expressly
provides for the offset of all or a part of the amount ordered or required to be
paid to the Plan against the Participant's benefit hereunder; and

          (c) if the Participant has a spouse at the time at which the offset is
to be made,  either (i) the spouse has  consented  in writing to such offset and
such  consent  is  witnessed  by a notary  public (or it is  established  to the
satisfaction  of the Retirement  Committee that such consent may not be obtained
because there is no spouse or the spouse  cannot be located),  or the spouse has
consented in accordance with the  requirements of Section 417(a) of the Code and
Section 10.6 of the Plan to the Participant=s  waiver of the qualified joint and
survivor  annuity  described  in Section  10.5;  (ii) such  spouse is ordered or
required in such judgment,  order,  decree or settlement to pay an amount to the
Plan in connection with a violation of Part 4 of Subtitle B of Title I of ERISA;
or (iii) in such judgment, order, decree or settlement,  such spouse retains the
right to receive the survivor  benefit  under the  qualified  joint and survivor
annuity,  determined as if (1) the Participant terminated employment on the date
of

<PAGE>


the offset;  (2) there was no offset;  (3) the Plan  permitted  commencement  of
benefits only on or after the Participant=s Normal Retirement Date; (4) the Plan
provided only the minimum-required qualified joint and survivor annuity; and (5)
the  amount of the  qualified  pre-retirement  survivor  annuity is equal to the
amount of the survivor  annuity  payable  under the  minimum-required  qualified
joint and survivor annuity.

     For purposes of this Section,  the term  "minimum-required  qualified joint
and survivor annuity" means the qualified joint and survivor annuity that is the
actuarial equivalent of the Participant's accrued benefit (within the meaning of
Section  411(a)(7)  of the Code) and under which the  survivor  annuity is fifty
percent  (50%) of the amount of the  annuity  which is payable  during the joint
lives of the Participant and his or her spouse.

     23.2 Qualified Domestic Relations Orders. The provisions of the immediately
preceding  section shall apply to the creation,  assignment or  recognition of a
right to any  benefit  payable  with  respect  to a  Participant  pursuant  to a
domestic  relations  order,  unless the order is  determined  to be a  qualified
domestic relations order.

     23.3 Notice.  Upon the receipt of any domestic relations order by the Plan,
the Retirement  Committee shall promptly notify, in writing, the Participant and
any  alternate  payee  named in the  domestic  relations  order (at the  address
included in the domestic  relations  order) of the receipt of such order and the
Plan's  procedures  for  determining  the  qualified  status  of  such  domestic
relations order.

     23.4  Representative.  Any  alternate  payee named in a domestic  relations
order  received  by the Plan  shall  have the right to  designate,  by notice in
writing to the Retirement Committee,  a representative for the receipt of copies
of notices that are sent to the  alternate  payee with respect to such  domestic
relations order.

     23.5  Separate  Account.  During any period in which the issue of whether a
domestic  relations  order  is a  qualified  domestic  relations  order is being
determined (by the Retirement Committee,  by a court of competent  jurisdiction,
or otherwise), the Retirement Committee shall direct the Trustee to segregate in
a separate interest-bearing account in the Plan or in an interest-bearing escrow
account, the amounts which would have been payable to any alternate payee during
such  period  if the  order  had  been  determined  to be a  qualified  domestic
relations order.

     23.6  Determination by Retirement Committee.

          (a)  Within  ninety  (90) days after  receipt of a domestic  relations
order,  the  Retirement  Committee  shall  determine  whether  such  order  is a
qualified domestic relations order and shall notify, in writing, the Participant
and each alternate payee named in such order of such determination.

<PAGE>


          (b) If the  Retirement  Committee  shall  determine  that the domestic
relations  order  is  a  qualified  domestic  relations  order,  the  Retirement
Committee  shall direct the Trustee to pay to each alternate payee named in such
order, the benefits required to be paid under such order,  including any amounts
segregated  in a separate  account  or escrow  account  in  accordance  with the
immediately preceding Section (including any interest thereon).

          (c) If the  Retirement  Committee  shall  determine  that the domestic
order is not a  qualified  domestic  relations  order,  the notice  required  by
subsection (a) above shall include a statement of the specific reason or reasons
for the Retirement Committee's  determination and the Retirement Committee shall
direct the  Trustee to continue to  segregate,  in a separate  account or escrow
account,  during the eighteen  (18) month period  beginning on the date that the
first payment is required to be made under such domestic  relations  order,  any
amounts  which  would  have been  payable to any  alternate  payee  during  such
eighteen  (18) month period if the order had been  determined  to be a qualified
domestic relations order,  unless such order shall sooner be determined,  by the
Retirement  Committee  or a court of competent  jurisdiction,  to be a qualified
domestic  relations order, in which event the Retirement  Committee shall direct
the  Trustee to make  payment of any such  segregated  amount to each  alternate
payee named in the order in accordance with subsection (b) above. If neither the
Retirement  Committee  nor a court of  competent  jurisdiction  shall  determine
within said period of eighteen (18) months that such domestic relations order is
a qualified  domestic relations order; then, upon expiration of said period, the
Retirement  Committee shall direct the Trustee to pay any such segregated amount
(including  any  interest  thereon) to the person or persons who would have been
entitled to such amounts if there had been no order.

     23.7 Definitions.  As used in this Article,  the following terms shall have
the meanings hereinafter set forth:

          (a) "Alternate payee" shall mean any spouse,  former spouse,  child or
other dependent of a Participant who is recognized by a domestic relations order
as having a right to receive  all, or a portion of, the benefits  payable  under
the Plan with respect to such Participant.

          (b)  "Domestic  relations  order" shall mean any  judgment,  decree or
order (including approval of property settlement agreement) which relates to the
provisions of child support,  alimony  payments or marital  property rights to a
spouse,  former spouse,  child or other dependent of a Participant,  and is made
pursuant to a state domestic relations law (including a community property law).

          (c) "Earliest  retirement age" shall mean the date on which, under the
Plan, a Participant could elect to receive retirement benefits.

          (d)  "Qualified  domestic  relations  order"  shall  mean  a  domestic
relations order which:

<PAGE>


               (i) creates or recognizes  the existence of an alternate  payee's
right to, or  assigns  to an  alternate  payee  the right to,  receive  all or a
portion of the benefits  payable with respect to a  Participant  under the Plan;
and

               (ii)  clearly specifies:

                    (1) the name and the last known mailing  address (if any) of
the Participant and the name and mailing address of each alternate payee covered
by the order;

                    (2) the amount or percentage of the  Participant's  benefits
to be paid by the Plan to each such alternate payee, or the manner in which such
amount or percentage is to be determined;

                    (3)  the number of payments or period to which such order
applies; and

                    (4)  each plan to which such order applies; and

               (iii)  does not require the Plan to:

                    (1) provide any type or form of benefits, or any option, not
otherwise provided under the Plan;

                    (2)  provide increased benefits (determined on the basis of
actuarial value); or

                    (3) pay benefits to an alternate  payee which are to be paid
to  another  alternate  payee  under  an  order  previously  determined  to be a
qualified domestic relations order.

     In the case of any payment to an alternate  payee before a Participant  has
separated  from  service,  a domestic  relations  order  shall not be treated as
failing to meet the  requirements  of clause (1) of  subparagraph  (iii)  solely
because  such order  requires  that  payment of benefits be made to an alternate
payee:

               (i) on or after the date on which  the  Participant  attains  (or
would have attained) the earliest retirement age;

               (ii) as if the  Participant has retired on the date on which such
payment is to begin under such order; and

               (iii) in any form in which  such  benefits  may be paid under the
Plan to the  Participant  (other  than  in the  form of a  qualified  joint  and
survivor  annuity with respect to the alternate  payee and his or her subsequent
spouse).

<PAGE>


                             ARTICLE XXIV
                           Direct Rollovers

     24.1  Eligibility.  A  Participant  who is  entitled  to receive a lump sum
payment  from the Plan may elect to have such  payment (or  portion  thereof not
less than $500) made directly to an individual  retirement  account described in
Section  408(a) of the Code,  an  individual  retirement  annuity  described  in
Section 408(b) of the Code (other than an endowment contract), a trust described
in Section  401(a) of the Code which is exempt from tax under Section  501(a) of
the Code and which is part of a defined  contribution  plan described in Section
414(i) of the Code that  permits  rollover  contributions,  or an  annuity  plan
described in Section 403(a) of the Code.

     An  alternate  payee who is entitled to receive a lump sum payment from the
Plan pursuant to a qualified  domestic  relations  order under Article XXIII and
who is the  spouse or a former  spouse  of a  Participant  may make an  election
pursuant  to the  preceding  paragraph  as if  such  alternate  payee  were  the
Participant.

     A surviving  spouse who is entitled to receive a lump sum payment  from the
Plan by reason of the  Participant's  death may elect to have such payment (or a
portion thereof not less than $500.00) made directly to an individual retirement
account  described  in Section  408(a) of the Code or an  individual  retirement
annuity  described in Section 408(b) of the Code. A surviving  spouse who is the
Participant's  beneficiary under a Five Year Certain and Life Annuity and who is
entitled to receive  payments under such annuity by reason of the  Participant's
death may elect as  hereinafter  provided  to have such  payments  (or a portion
thereof not less than $500.00) made directly to an individual retirement account
described  in Section  408(a) of the Code or an  individual  retirement  annuity
described in Section 408(b) of the Code,  provided the aggregate  amount of such
payments for the calendar year will be at least $200.00.

     The  preceding  provisions  of this Section  shall apply only to the extent
payment to the Participant,  alternate payee, or surviving  spouse,  as the case
may be, is not required under Section 25.3.

     24.2 Notice. No earlier than ninety (90) days and no later than thirty (30)
days before a lump sum payment is to be made under the Plan, or before  payments
commence to a surviving  spouse under a Five Year Certain and Life Annuity,  the
Retirement  Committee  shall  provide  the  Participant,   alternate  payee,  or
surviving spouse, as the case may be, with a written explanation of -

          (a) the rules  under  which he or she may elect a payment  pursuant to
this Article ("direct rollover");



<PAGE>


          (b) the legal requirement that federal income tax be withheld from the
payment if he or she does not elect a direct rollover;

          (c) the rules under which the amount that he or she actually  receives
will not be subject to federal income tax if such amount is transferred ("rolled
over") within sixty (60) days after being received pursuant to Section 402(c) of
the Code;

          (d) the  rules,  if  applicable,  for  receiving  special  income  tax
averaging, or capital gain treatment, under Section 402(d) of the Code; and

          (e) the Plan provisions  under which a direct  rollover  election by a
surviving  spouse with  respect to one payment in a series of periodic  payments
under a Five Year Certain and Life Annuity will apply to all subsequent payments
until such election is changed.

          Such  written  explanation  shall be provided  annually to a surviving
spouse receiving benefits under a Five Year Certain and Life Annuity.

          Notwithstanding the foregoing to the contrary, if an individual, after
receiving the written explanation required by this Section, affirmatively elects
to make a direct rollover,  an eligible  rollover  distribution may be made less
than  thirty  (30) days  after  the date such  written  explanation  was  given,
provided the Retirement  Committee has informed such individual,  in writing, of
his or her right to a period of at least thirty (30) days to make such election.

     24.3 Election.  An election  pursuant to this Article shall be made in such
manner and at such time as the Retirement  Committee  shall  prescribe and shall
include:

          (a)  the name of the individual retirement account or plan receiving 
the direct rollover;

          (b)  a statement that such account or plan is eligible to receive a
direct rollover; and

          (c) any other information necessary to permit a direct rollover by the
means selected by the Retirement Committee.

     If a  Participant  is married,  a direct  rollover  of a payment  exceeding
$5,000 may not be made unless such  Participant has obtained the written consent
of his or her spouse as required by Section  10.6.  An alternate  payee who is a
former  spouse of a  Participant  shall not be  required  to obtain the  written
consent  of his or her new  spouse,  if  remarried,  in  order  to make a direct
rollover.

     An election by a surviving spouse to make a direct rollover with respect to
one payment in a series of periodic payments under a Five Year

<PAGE>


Certain and Life Annuity  shall apply to all  subsequent  payments in the series
until such election is changed;  such change with respect to subsequent payments
may be made at any time.

                             ARTICLE XXV
                            Miscellaneous

     25.1  Merger  or   Consolidation   of  Plan.  In  case  of  any  merger  or
consolidation of the Plan with, or transfer of assets or liabilities of the Plan
to, any other plan,  provision must be made so that each  Participant  would, if
the Plan  then  terminated,  receive  a benefit  immediately  after the  merger,
consolidation  or transfer  which is equal to or greater  than the benefit he or
she  would  have  been  entitled  to  receive  immediately  before  the  merger,
consolidation or transfer if the Plan had then terminated. In the case of a plan
spin-off from the Plan, the applicable percentage of "excess assets," as defined
in Section  414(l) of the Code, if any, shall be allocated to the spun off plan,
as required under such section.

     25.2 Distributions to Minors and Incompetent Persons. If any person to whom
benefits  shall  be  distributable  under  the  Plan  shall be a minor or if the
Retirement  Committee,  in its  discretion,  shall determine that such person is
incompetent by reason of mental or physical disability, the Retirement Committee
may  direct  the  Trustee  to  distribute  such  benefits  in one or more of the
following ways:

          (a)  directly to such minor or incompetent person;

          (b)  to the legal representative or spouse of such person; or

          (c) to any  other  person  for the use or  benefit  of such  minor  or
incompetent person.

     In no event shall either the Retirement Committee or Trustee be required to
see to the  application  of  any  such  distributions,  and  distributions  made
pursuant to this Section shall  operate as a complete  discharge of the Trustee,
the Retirement Committee and the Trust Fund.

     25.3  Commencement  of  Distributions.   Effective  January  1,  1997,  the
following distribution rules apply:

          (a) A Participant  who is not a Five Percent Owner and who attains age
seventy and one-half (70-1/2) and becomes a Participant  before January 1, 1999,
shall  commence to receive  benefits not later than April 1 of the calendar year
following  the calendar  year in which the  Participant  attains age seventy and
one-half (70-1/2).

          (b)  Any  other  Participant  who is not a Five  Percent  Owner  shall
commence  to  receive  benefits  not later  than  April 1 of the  calendar  year
following the later of --

<PAGE>


               (i)  the calendar year in which the Participant attains age
seventy and one-half (70-1/2) or

               (ii) the calendar year in which the Participant retires.

          (c) a  Participant  who is a Five  Percent  Owner  shall  commence  to
receive  benefits  not later than April 1 of the  calendar  year  following  the
calendar  year in  which  the  Participant  attains  age  seventy  and  one-half
(70-1/2).

     Once  distributions  commence to a Participant who is a Five Percent Owner,
distributions shall continue even if the Participant is no longer a Five Percent
Owner.  For purposes of this Section,  "Five Percent  Owner" means a Participant
who at anytime  during the Plan Year ending  within the  calendar  year in which
such  Participant  attains  age  seventy  and  one-half  (70-1/2)  owns  (or  is
considered  as owning  within the  meaning of Section 318 of the Code) more than
five percent (5%) of the  outstanding  stock of an Employer or stock  possessing
more than five percent (5%) of the total  combined  voting power of all stock of
the Employer.

     Except as provided in Section  12.2,  payment of benefits  pursuant to this
Section shall be in the form of a qualified joint survivor annuity  described in
Section  10.5 if the  Participant  is legally  married on the date payment is to
commence, otherwise in the form of an annuity for the life of the Participant.

     Notwithstanding  any provision of this Plan to the contrary,  distributions
shall be made in accordance with the regulations  under Section 401(a)(9) of the
Code, including the minimum  distribution  incidental death benefit requirements
of  Section  1.401(a)(9)-2,  and  shall  be  distributed  over  the life of such
Participant (or over the lives of such  Participant and his or her  Beneficiary)
or over a period not extending  beyond the life  expectancy of such  Participant
(or the life  expectancy of such  Participant and his or her  Beneficiary).  The
provisions of Section 401(a)(9) of the Code and the regulations thereunder shall
override any distribution options inconsistent therewith.

     25.4 No  Duplication  of  Benefits.  In the event a former  Participant  is
re-employed  by an Employer after  distribution  of his or her benefits has been
made or  commenced  then  at the  time of his or her  subsequent  retirement  or
separation  from  service,  his or her benefit shall be recomputed in accordance
with the applicable  Plan provisions  without regard to the benefits  previously
distributed to him and such Participant's benefit as recomputed shall be reduced
by a  benefit  which is the  Actuarial  Equivalent  of the  benefits  previously
distributed to such Participant.

     25.5  Exclusive Benefit.  Except as provided in Sections 17.2, 21.2 and
22.6, no part of the corpus or income of the Trust Fund
shall be used for,

<PAGE>


or diverted to, purposes other than the exclusive benefit of the Employees and
their Beneficiaries.

     25.6  Employment.  Participation in the Plan shall not give any Participant
the right to be retained in the employ of the  Employer,  or any other right not
specified herein.

     25.7 Predecessor  Employer Plan. In the event an Employer maintained a plan
of a  predecessor  employer  prior to  adopting  the  Plan,  service  with  such
predecessor employer shall be treated as service with such Employer.

     25.8  Governing  Law. This Plan shall be governed and construed by the laws
of the United States of America and, to the extent that such laws do not preempt
state law, by the laws of the State of Maine.

     25.9 Article and Section  Headings  and Table of Contents.  The Article and
Section headings and Table of Contents are inserted for convenience of reference
and shall not be considered in the construction of the Plan.

     25.10 Delegation of Authority by Subsidiaries. Each subsidiary of Hannaford
Bros. Co. that adopts the Plan hereby irrevocably grants to Hannaford Bros. Co.,
the Board of  Directors,  the  Retirement  Committee  and the Finance  Committee
exclusive authority to exercise all of the powers conferred on them by the terms
of the Plan,  including  the power  vested in the Board of Directors to amend or
terminate the Plan. Each subsidiary  shall  automatically  become a party to the
Trust without further action on its part.

     25.11  Directed  Payments.  A  former  Participant,   surviving  spouse  or
Beneficiary who is entitled to receive  monthly  benefit  payments from the Plan
and who is a  participant  in the  Hannaford  Bros.  Co.  Retiree  Medical  Plan
("Retiree  Medical  Plan") may direct the Trustee to deduct such portion of each
monthly benefit  payment as is necessary to satisfy his or her required  monthly
contribution  under the  Retiree  Medical  Plan and to remit such  amount to the
Hannaford Bros. Co. Tax Exempt Employee Benefits Trust ("Tax Exempt Trust"), the
amount of each  monthly  benefit  payment from the Plan is at least equal to the
amount of his or her required  monthly  contribution  under the Retiree  Medical
Plan.  Such  direction  shall  be made on such  form and in such  manner  as the
Retirement  Committee  may  prescribe  and  shall be  effective  as of the first
monthly benefit payment following receipt by the Retirement Committee,  provided
it is received at least fifteen (15) days in advance of such payment.

     Notwithstanding  the foregoing to the  contrary,  any  individual  who is a
former highly compensated  employee (within the meaning of Section 414(q) of the
Code) or who is a "party in  interest"  (as  defined in Section  3(14) of ERISA)
shall not be permitted to direct payments pursuant to this Section.



<PAGE>


     A direction  pursuant to this  Section may be revoked,  in writing,  by the
former Participant,  surviving spouse or Beneficiary, as the case may be, at any
time,  and shall be effective as soon as  practicable  following  receipt by the
Retirement Committee.

     The  Retirement  Committee may terminate  the  availability  of this direct
payment provision upon thirty (30) days' prior written notice to the Trustee and
each affected former Participant, surviving spouse and Beneficiary.

     The Retirement  Committee shall maintain records  sufficient to demonstrate
that no payments have been made to the Tax Exempt Trust pursuant to this Section
before the monthly  benefit payment would have been otherwise made to the former
Participant,  surviving  spouse or Beneficiary,  as the case may be, and that no
expense has been incurred by the Plan as a result of this Section.

     25.12 USERRA  Requirements.  Notwithstanding  any provision of this Plan to
the  contrary,  contributions,  benefits  and  service  credit  with  respect to
qualified  military  service  will be provided in  accordance  with Code Section
414(u) and the Uniformed  Services  Employment  and  Reemployment  Rights Act of
1994.

     25.13 EPCRS Adjustments.  An Employer, the Finance Committee,  the Trustee,
the Retirement Committee,  any Investment Manager and any other person providing
services to the Plan,  acting  jointly or singly,  as the situation may require,
shall take such action,  pursuant to the Employee  Plans  Compliance  Resolution
System or any successor  system,  policy or program  established by the Internal
Revenue  Service,  as may be necessary or appropriate to correct any operational
defect occurring in the administration of the Plan.

     IN WITNESS WHEREOF, Hannaford Bros. Co. has caused this document to be 
executed by its duly authorized officer on this   day of                , 1998.

                 HANNAFORD BROS. CO.


                 By______________________________________________
                   Its Executive Vice President B Human Resources


<PAGE>


                              SCHEDULE A

                          ADOPTING EMPLOYERS


<PAGE>


                              SCHEDULE B

                          CONVERSION FACTORS


      Years to                   Age 62            Age 65
Normal Retirement Date   Normal Retirement Date  Normal Retirement Date

         45                   0.46110            0.42090
         44                   0.49360            0.45050
         43                   0.52820            0.48220
         42                   0.56540            0.51610
         41                   0.60510            0.55240
         40                   0.64770            0.59130
         39                   0.69320            0.63290
         38                   0.74200            0.67740
         37                   0.79420            0.72520
         36                   0.85010            0.77620
         35                   0.90990            0.83090
         34                   0.97400            0.88950
         33                   1.04270            0.95230
         32                   1.11610            1.01950
         31                   1.19480            1.15699
         30                   1.27910            1.30883
         29                   1.36940            1.47642
         28                   1.55407            1.66135
         27                   1.75806            1.86498
         26                   1.98323            2.08937
         25                   2.23150            2.33633
         24                   2.50510            2.60791
         23                   2.80650            2.90660
         22                   3.13806            3.23504
         21                   3.50301            3.59589
         20                   3.90421            3.99229
         19                   4.34528            4.27867
         18                   4.82994            4.58638
         17                   5.36262            4.91731
         16                   5.74704            5.27335
         15                   6.16052            5.65674
         14                   6.60497            6.06954
         13                   7.08330            6.51433
         12                   7.59827            6.99386
         11                   8.15263            7.24889
         10                   8.75016            7.50592
          9                   9.39412            7.76376
          8                   9.73673            8.02145
          7                  10.08192            8.27732
          6                  10.42842            8.53006
          5                  10.77440            8.77812

<PAGE>


          4                  11.11817            9.01951
          3                  11.45773            9.25226
          2                  11.79087            9.47386
          1                  12.11505            9.68193
          0                  12.42764            9.87330