Exhibit 10.16

















                 HANNAFORD SAVINGS AND INVESTMENT PLAN

  (as amended and restated effective generally January 1, 1998)


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                         Table of Contents

                                                             Page

ARTICLE I          Purpose

ARTICLE II          Definitions

ARTICLE III          Participation

     3.1     Date of Participation
     3.2     Participation Requirements
     3.3     Reemployed Eligible Employee
     3.4     Change of Employment Status

ARTICLE IV          Contributions and Direct Transfers

     4.1     Employer Contributions
     4.2     Timing of Employer Contributions
     4.3     Form of Contributions
     4.4     Maximum Contributions
     4.5     Return of Contributions
     4.6     Nonforfeitable Contributions
     4.7     Special Rules For Matching Contributions
     4.8     USERRA Make-up Contributions
     4.9     Rollover Contributions
     4.10     Direct Transfers

ARTICLE V          Deferral Elections

     5.1     Timing and Method
     5.2     Amendment or Termination by Participant
     5.3     Limitations on Actual Deferral Percentage
     5.4     Restrictions and Adjustments

ARTICLE VI          Excess Deferrals

     6.1     Limitation on Elective Contributions
     6.2     Distribution of Excess Deferral
     6.3     Notice by Participant

ARTICLE VII          Limitation on Annual Additions

     7.1     Limitation For Defined Contribution Plans
     7.2     Limitation For Defined Contribution Plan and Defined Benefit Plan

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     7.3     Combining and Aggregating Plans
     7.4     Reduction of Excess Annual Additions
     7.5     Definition of Compensation
     7.6     Certain Contributions Treated as Annual Additions

ARTICLE VIII          Accounts and Valuation

     8.1     Participant Accounts
     8.2     Adjustments
     8.3     Allocation of Elective Contributions and Matching Contributions
     8.4     Allocation of Discretionary Contributions
     8.5     Eligible Employees Entitled to Share in Discretionary Contributions
     8.6     Allocation of Rollover Contributions and Asset Transfers
     8.7     Reports to Participants

ARTICLE IX          Distribution, Loans and Withdrawals

     9.1     Retirement
     9.2     Disability
     9.3     Termination of Employment
     9.4     Forfeitures
     9.5     Distributions to Participants
     9.6     Age 70-1/2 In-Service Distributions
     9.7     Minimum Amounts to be Distributed to Participants
     9.8     Distributions to Surviving Spouses and Beneficiaries
     9.9     Distribution to Alternate Payee
     9.10     Distributions to Minors and Incompetent Persons
     9.11     Loans
     9.12     Hardship Withdrawals
     9.13     Form of Distribution
     9.14     Direct Rollovers

ARTICLE X          Top Heavy Provisions

     10.1     Top Heavy Requirements
     10.2     Minimum Vesting Requirements
     10.3     Minimum Contribution Requirement
     10.4     Modified Limitation on Allocations
     10.5     Present Value Factors
     10.6     Benefit Accrual

ARTICLE XI          Trust Fund Investments

     11.1     Duties

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     11.2     Investment Funds
     11.3     Company Stock Fund
     11.4     Investment of Contributions
     11.5     Reinvestment of Account
     11.6     Loan Fund
     11.7     Voting Rights

ARTICLE XII          Finance Committee

     12.1     Duties
     12.2     Delegation of Ministerial Duties
     12.3     Compensation and Reimbursement of Expenses
     12.4     Reliance on Reports
     12.5     Multiple Signatures

ARTICLE XIII          Administrative Committee

     13.1     Appointment of Administrative Committee
     13.2     Resignation and Removal
     13.3     Powers and Duties
     13.4     Reporting and Disclosure
     13.5     Delegation of Ministerial Duties
     13.6     Payment of Plan Expenses
     13.7     Compensation and Reimbursement of Expenses
     13.8     Uniformity of Rules and Regulations
     13.9     Reliance on Reports
     13.10    Multiple Signatures
     13.11    Confidentiality of Participant Decisions Relating to Company Stock

ARTICLE XIV          Claims Procedure

     14.1     Filing a Claim For Benefits
     14.2     Denial of Claim
     14.3     Appeal of Denied Claim
     14.4     Decision on Appeal

ARTICLE XV          Amendment and Termination

     15.1     Amendment
     15.2     Accounts Not to be Decreased by Amendment
     15.3     Termination
     15.4     Notice of Amendment or Termination

ARTICLE XVI          Nonalienability of Benefits; Qualified Domestic Relations

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Orders

     16.1     Nonalienability of Benefits
     16.2     Qualified Domestic Relations Orders
     16.3     Notice
     16.4     Representative
     16.5     Separate Account
     16.6     Determination by Administrative Committee
     16.7     Definitions

ARTICLE XVII          Delegation of Authority by Subsidiaries

     17.1     Delegation of Authority by Subsidiaries

ARTICLE XVIII          Mergers

     18.1     Merger or Consolidation of Plan
     18.2     Merger With Hannaford Southeast Savings and Investment Plan

ARTICLE XIX          Miscellaneous

     19.1     Fiduciary Responsibility
     19.2     Prohibited Transactions
     19.3     Additional Contributions and Adjustments
     19.4     Exclusive Benefit
     19.5     Service with Predecessor Employer
     19.6     Employment
     19.7     Gender
     19.8     Governing Law
     19.8     Article and Section Headings and Table of Contents
     19.10     Impermissible Actions from January 1, 1998, to March 31, 1998


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               HANNAFORD SAVINGS AND INVESTMENT PLAN


                              ARTICLE I
                               Purpose

     The Hannaford  Northeast  Savings and Investment Plan,  originally  adopted
effective April 1, 1985, is hereby renamed the Hannaford  Savings and Investment
Plan and hereby amended and restated effective generally January 1, 1998.

     The purpose of this Plan is to encourage  Eligible Employees of the Company
and its  subsidiaries  to provide for their financial  security  through regular
savings.  The Plan is intended to comply with the requirements of Section 401(a)
and 401(k) of the Code and shall be  interpreted  to comply with the  applicable
provisions of the Code and ERISA,  as well as the regulations and rulings issued
thereunder.

                              ARTICLE II
                              Definitions

     The following terms,  when used herein,  shall have the following  meanings
unless the context clearly indicates otherwise:

     2.1  "Account"  shall mean the account  established  and  maintained by the
Administrative   Committee  for  each   Participant   which  shall  reflect  the
Participant's  share  of  the  Trust  Fund;  provided  such  Account  shall,  in
accordance with Section 8.1, reflect  separately the  Participant's (a) Elective
Contributions,  (b) Matching Contributions, (c) Discretionary Contributions, (d)
Rollover  Contributions,  and (e) any direct  transfer  of plan  assets  made on
behalf of an Employee in accordance with Section 4.10 or 18.2.

     2.2 "Actual  Deferral  Percentage" for any Plan Year shall mean,  except as
otherwise  provided  in Section  2.41,  the  average of the  ratios,  calculated
separately for each Eligible Employee,  of the amount of Elective  Contributions
made on behalf of such  Employee for such year to such  Employee's  compensation
for such year (whether or not the Employee was a Participant for the entire Plan
Year). For purposes of this Section,  "compensation"  shall mean compensation as
defined in Section 7.5 and,  for Plan Years  beginning  before  January 1, 1998,
may, at the  election of the  Company,  include  amounts  excludable  from gross
income under  Sections 125,  402(e)(3) and  402(h)(1)(B)  of the Code.  For Plan
Years  beginning  on or after  January 1,  1998,  the  Company  may elect not to
include such amounts.

     2.3  "Administrative  Committee"  shall  mean the  Committee  appointed  in
accordance with Section 13.1.

     2.4  "Annual Addition" shall mean the sum of the Employer

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Contributions,  employee  contributions and forfeitures allocated to the Account
of a Participant for a Limitation Year and the amounts described in Section 7.6.

     2.5  "Beneficiary"  shall  mean  the  person  or  persons  designated  by a
Participant as provided in Section 9.8 to receive any benefits payable under the
Plan following the death of the Participant.

     2.6 "Board of  Directors"  shall mean the Board of Directors of the Company
or any corporation with or into which it may be merged or consolidated.

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

          (a) In the case of an hourly  Employee,  other than an Employee who is
employed  as a driver,  the term  "Break in  Service"  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  Employer  or a Related  Employer  prior to the  expiration  of the
period  entitling  such  Employee to  reemployment  rights  under the  Uniformed
Services  Employment  and  Reemployment  Rights  Act of 1994  after a period  of
qualified military service (as defined in Section 4.8);

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

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

          (b) In the case of a salaried  or  salaried  nonexempt  Employee or an
Employee who is employed as a driver,  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 following:

               (i)  discharge from employment;

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               (ii)  voluntary termination of employment;

               (iii)  effective  December  12,  1994,  failure  to return to the
employ of an  Employer  or a Related  Employer  prior to the  expiration  of the
period  entitling  such  Employee to  reemployment  rights  under the  Uniformed
Services  Employment  and  Reemployment  Rights  Act of 1994  after a period  of
qualified military service (as defined in Section 4.8);

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

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

     2.8 "Code"  shall mean the Internal  Revenue Code of 1986,  as from time to
time amended.

     2.9 "Company" shall mean Hannaford  Bros.  Co., a Maine  corporation or any
corporation with or into which it may be merged or consolidated.

     2.10 "Company Stock" shall mean shares of common stock of the Company.

     2.11  "Compensation"  shall mean the basic  compensation  paid,  before any
reduction  pursuant  to a  Deferral  Election  or a  benefit  election  under an
Employer's  Code  Section 125 plan,  by an Employer to an Employee  for services
rendered while a Participant,  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 foregoing to the contrary,  effective January 1, 1994,
the annual  Compensation of any Employee in excess of One Hundred Fifty Thousand
Dollars  ($150,000.00)  (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  based on a period which  contains fewer than twelve
(12) calendar months, the annual  Compensation limit shall be an amount equal 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 full calendar
months  in  the  period  and  the  denominator  of  which  is  twelve  (12).  If
Compensation for a prior Plan Year is taken into account for any Plan Year, such
Compensation  shall be subject to the  annual  Compensation  limit in effect for
such prior Plan Year.



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     The  average  percentage  of total  compensation  (as  defined in  Treasury
Regulation Section  1.414(s)-1(d)(3)(ii)  included in the Compensation of Highly
Compensated  Employees  as a group  shall not  exceed by more than a de  minimis
amount the average percentage of total compensation included in the Compensation
of Non-Highly Compensated Employees as a group. This determination shall be made
in accordance with the provisions of Regulation Section 1.414(s)-1(d)(3),  which
is incorporated herein by reference.

     2.12  "Contract  Employee"  shall mean an  Employee  who is  employed  as a
warehouse  employee and whose employment is governed by a collective  bargaining
agreement.

     2.13  "Deferral Election" shall mean an election made by an Eligible 
Employee in accordance with Section 5.1 or 4.8.

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

     2.15  "Disabled" or "Disability"  shall mean a Participant's  incapacity to
engage in any substantial gainful activity by reason of any medically determined
physical  or mental  impairment  which can  reasonably  be expected to result in
death or be of long-continued and indefinite duration as certified by a licensed
physician approved by the Company.

     2.16  "Discretionary  Contribution"  shall mean a  contribution  made by an
Employer in accordance with Section 4.1(c).

     2.17 "Effective Date" of this amendment and restatement  shall mean, except
as provided otherwise herein, January 1, 1998.

     2.18 "Elective  Contribution" shall mean a contribution made by an Employer
on behalf of a  Participant  pursuant  to a Deferral  Election,  as  provided in
Section 4.1(a).

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

     In the case of an hourly  Employee,  other than an Employee who is employed
as a driver, if such Employee is credited with eight hundred seventy (870) Hours
of Service in both 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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     In the case of a salaried or salaried  nonexempt  Employee,  or an Employee
who is employed as a driver,  if such  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, such Employee shall be credited with two (2) Years
of Participation Service.

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

     2.20  "Eligible Employee" shall mean an Employee who is eligible to 
participate in the Plan as provided in Section 3.1.

     2.21  "Employee"  shall mean any individual who is employed by an Employer,
excluding Leased Employees.

     2.22 "Employer" shall mean the Company and,  effective January 1, 1997, any
subsidiary  of the  Company  that  adopts the Plan with the consent of the Human
Resources  Committee of the Board of Directors.  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),  which constitutes  trades or businesses
(whether  or not  incorporated)  which are under  common  control (as defined in
Section 414(c) of the Code),  or which  constitutes an affiliated  service group
(as defined in Section  414(m) of the Code and modified in Section 414(o) of the
Code),  all such employers  shall be considered a single employer as required by
Sections 414(b), 414(c), 414(m) and 414(o) of the Code. For purposes of applying
the  limitations of Article VII, the Section  414(b)  definition of a controlled
group of corporations and the Section 414(c)  definition of trades or businesses
under  common  control  shall be modified  as provided in Section  415(h) of the
Code.

     2.23 "Employer Contribution" shall mean any Elective Contribution, Matching
Contribution,  Discretionary Contribution or such additional contribution as may
be required  under Section 9.4 made by an Employer in accordance  with the terms
of the Plan.

     2.24  "Employment  Commencement  Date"  shall  mean  the  date on  which an
Employee  first  performs  an Hour  of  Service  for an  Employer  or a  Related
Employer.

     2.25 "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
1974,  as it may be  amended  from  time to  time,  and any  regulations  issued
pursuant thereto as such Act or such regulations affect this Plan.

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     2.26 "Excess  Deferral" shall mean Elective  Contributions in excess of the
limitation of Section 6.1.

     2.27  "Excess Elective Contributions" shall mean for any Plan Year the 
excess of

          (a) the aggregate amount of Employer  Contributions taken into account
under  Section  5.3 that are paid to the Trust on  behalf of Highly  Compensated
Eligible Employees for such year, over

          (b) the maximum amount of such  contributions  permitted under Section
5.3.

     2.28  "Excess Matching Contributions" shall mean for any Plan Year the
excess of

          (a) the aggregate amount of Employer  Contributions taken into account
under Section 4.7(a) that are paid to the Trust on behalf of Highly  Compensated
Eligible Employees for such year, over

          (b) the maximum amount of such  contributions  permitted under Section
4.7(a).

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

     2.30 "Five Percent  Owner" shall mean 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 an Employer or stock possessing more than five
percent (5%) of the total combined voting power of all stock of an Employer.

     2.31  "Former  Participant"  shall  mean any  individual  who  ceases to be
employed by an Employer or a Related  Employer and is no longer  employed by any
of them, and who has not received full distribution of his or her Account.

     2.32 "Highly  Compensated  Eligible Employee" shall mean an Employee who is
eligible  to  participate  in the Plan as  provided  in Section 3.1 and who is a
Highly Compensated Employee.

     2.33 "Highly Compensated Employee" shall mean any Employee who:

          (a) was a Five  Percent  Owner at any time during the Plan Year or the
preceding Plan Year; or

          (b) had  compensation  from an Employer for the preceding Plan Year in
excess of Eighty Thousand Dollars ($80,000.00) or such higher amount in

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effect under Section 414(q) of the Code and was in the Top-Paid Group 
for such year.

     A former Employee shall be treated as a Highly  Compensated  Employee if he
or she was a Highly  Compensated  Employee  when such  Employee  separated  from
service or at any time after attaining age fifty-five (55). For purposes of this
Section,  "compensation"  shall have the meaning  given such term under  Section
415(c)(3) of the Code (but,  for Plan Years  beginning  before  January 1, 1998,
without  regard to the exclusions  provided  under  Sections 125,  402(e)(3) and
402(h)(1)(B) of the Code).

     The dollar amount in  subsection  (b) of this Section shall be increased at
the same time and in the same  manner as the  dollar  limitation  under  Section
415(b)(1)(A)  of the Code,  except  that the base period  shall be the  calendar
quarter ending September 30, 1996.

     The determination of who is a Highly  Compensated  Employee,  including the
determinations  of the number and identity of  Employees in the Top-Paid  Group,
shall be made in accordance  with Section 414(q) of the Code and the regulations
thereunder.

     The  provisions set forth in this Section shall be effective for Plan Years
beginning after December 31, 1996; provided,  however, in determining whether an
Employee is a Highly Compensated Employee for the Plan Year beginning January 1,
1997,  such  provisions  shall be treated as having  been in effect for the Plan
Year beginning January 1, 1996.

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

          (a) In the case of an hourly  Employee,  other than an Employee who is
employed as a driver, the term "Hour of Service" shall mean:

               (i) each hour for which such  Employee  is paid,  or  entitled to
payment,  for the  performance  of duties for an  Employer.  Such hours shall be
credited to the computation period in which such duties are performed.

               (ii) each hour for which back pay,  irrespective of mitigation of
damages, is either awarded or agreed to by an Employer,  provided the same hours
shall not be credited under both subsection (a)(i) and this subsection  (a)(ii).
These  hours shall be credited to the  Employee  for the  computation  period or
periods to which the award or  agreement  pertains  rather than the  computation
period in which the award, agreement or payment is made.

          (b) In the case of a salaried  or  salaried  nonexempt  Employee or an
Employee who is employed as a driver, the term "Hour of Service" shall mean:


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               (i) each hour for which such an Employee is paid,  or entitled to
payment,  for the  performance  of duties for an  Employer.  Such hours shall be
credited to the computation period in which such duties are performed.

               (ii) each hour for which such an Employee is paid, or entitled to
payment,  directly or indirectly,  by an Employer on account of a period of time
during which no duties were  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 the preceding sentence,

                    (aa) no more  than  five  hundred  and one  (501)  Hours  of
Service  shall be  credited  under this  subsection  (b)(ii) to an  Employee  on
account of any single  continuous  period  during  which he or she  performs  no
duties (whether or not such period occurs in a single computation period),

                    (bb) Hours of Service  shall not be  credited  if payment is
made or due under a plan  maintained  solely for the purpose of  complying  with
applicable  workers'  compensation,   unemployment  compensation  or  disability
insurance laws; and

                    (cc) Hours of Service  shall not be  credited  if payment is
made solely to reimburse an Employee for medical or medically  related  expenses
incurred by such Employee.

               (iii) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by an Employer. The same hours shall not
be credited both under  subsection  (b)(i) or (b)(ii) and under this  subsection
(b)(iii).  These hours shall be credited  to the  Employee  for the  computation
period or  periods  to which the award or  agreement  pertains  rather  than the
computation period in which the award, agreement or payment is made.

          In the case of any  salaried  or  salaried  nonexempt  Employee,  such
Employee shall be credited with  forty-five  (45) Hours of Service for each week
such  Employee is required to be credited  with at least one (1) Hour of Service
in accordance with subsections (b)(i), (b)(ii) or (b)(iii) of this Section.

     Hours of Service shall be credited  with respect to  employment  with other
members of an  affiliated  service  group (as  defined in Section  414(m) of the
Code), a controlled  group of  corporations  (as defined under Section 414(b) of
the Code) or a group of trades or  businesses  under common  control (as defined
under  Section  414(c) of the Code) of which an  Employer  is a member,  and any
other  entity  required to be  aggregated  with an Employer  pursuant to Section
414(o) of the Code.  Hours of Service shall also be credited with respect to any
individual  who is treated as an Employee under Section 414(n) or Section 414(o)
of the Code.  Hours of Service shall be credited under this  subsection  only to
the  extent  required  under  Section  414(b),  (c),  (m),  (n),  (o) (or  other
applicable sections) of the Code and the regulations thereunder.

     The number of Hours of Service to be  credited  to each  Employee  shall be
determined  in   accordance   with  the   provisions   of  29  C.F.R.   Sections
2530.200b-2(b),  2(c) and  2530.200b-3(e)(4)  which are  incorporated  herein by
reference.

     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  period  solely
because the  Employee  is  credited  with such Hours of Service or, in all other
cases, in the immediately following computation period.

      2.35 "Investment  Fund" shall mean an investment fund described in Section
11.2.

     2.36 "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  is  (i)  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."

     2.37 "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:

          (a)  an officer of an Employer having annual compensation (as

<PAGE>


defined in Section 7.5) from an Employer greater than fifty percent (50%) of the
amount in effect under Section  415(b)(1)(A)  of the Code for any 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);

          (b) A person  owning (or  considered  as owning  within the meaning of
Section 318 of the Code) more than a one-half percent (1/2%)  interest,  as well
as one of the ten (10)  largest  interests  in an  Employer,  and having  annual
compensation (within the meaning of Section 7.5) from such Employer of more than
the  limitation  in effect under Section  415(c)(1)(A)  of the Code for any Plan
Year;

           (c)  a Five Percent Owner; or

          (d) a person who has annual  compensation  (as defined in Section 7.5)
from  an  Employer  of  more  than  One  Hundred  and  Fifty  Thousand   Dollars
($150,000.00)  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.  For purposes of determining annual
compensation  under this  Section,  amounts  excluded  from gross  income  under
Sections 125, 402(e)(3), 402(h)(1)(B) and 403(b) of the Code shall be taken into
account.

     2.38  "Leased Employee" shall mean any person who is not an Employee but 
who provides services to an Employer if:

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

          (b) such person has  performed  services  for the Employer (or for the
Employer and any related person  determined in accordance with Section 414(n)(6)
of the Code) on a substantially full-time basis for a period of at least one (l)
year; and

          (c) such services are performed under the primary direction or control
by the Employer.

     2.39 "Limitation Year" shall mean a calendar year (or any other twelve (12)
consecutive month period adopted for all qualified plans of an Employer pursuant
to a written  resolution  adopted by such  Employer).  If the Limitation Year is
amended to a different twelve (12) consecutive month period,  the new Limitation
Year must begin on a date within the  Limitation  Year in which the amendment is
made.



<PAGE>


     2.40 "Matching  Contribution" shall mean a contribution made by an Employer
in  accordance  with Section  4.1(b) on behalf of a  Participant  who has made a
Deferral Election.

     2.41 "Matching  Contribution  Percentage"  shall mean for any Plan Year the
average of the ratios,  calculated separately for each Eligible Employee, of the
amount of Matching  Contributions  made on behalf of such Employee for such year
and, at the election of the Company,  the amount of Elective  Contributions made
on behalf of such  Employee for such year to such  Employee's  compensation  for
such year. For purposes of this Section,  "compensation" shall mean compensation
as defined in Section 7.5 and, for Plan Years beginning  before January 1, 1998,
may, at the  election of the  Company,  include  amounts  excludable  from gross
income under  Sections 125,  402(e)(3) and  402(h)(1)(B)  of the Code.  For Plan
Years  beginning  on or after  January 1,  1998,  the  Company  may elect not to
include such amounts.  Notwithstanding the foregoing  provisions of this Section
or Section  2.2 to the  contrary,  no Elective  Contributions  may be taken into
account in  calculating  the Matching  Contribution  Percentage for any Eligible
Employee  unless the  requirement  of Section  5.3(a) is satisfied both with and
without  the  exclusion  of  such  Elective  Contributions  in  calculating  the
Employee's Actual Deferral Percentage.

     2.42 "Named Fiduciary" or "Named  Fiduciaries"  shall mean, with respect to
the operation and administration of the Plan, the Administrative  Committee, and
with respect to the management of the Trust Fund, the Finance Committee.

      2.43 "Non-Key Employee" shall mean any Employee who is not a Key Employee.

     2.44 "Normal Retirement Age" shall mean age sixty-five (65).

     2.45   "Participant"   shall  mean  an  Eligible  Employee  who  elects  to
participate  in the Plan in  accordance  with Section 5.1 or 4.8, and each other
Eligible   Employee  on  whose   behalf  an  Employer   makes  a   Discretionary
Contribution.

     2.46  "Permissive  Aggregation  Group"  shall mean each plan of an Employer
which is included in a Required Aggregation Group and any other plan or plans of
such 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.

     2.47 "Plan" shall mean the Hannaford Savings and Investment Plan.

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



<PAGE>


     2.49 "Reemployment 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) or (b) below, whichever is applicable:

          (a) In the case of an hourly  Employee,  other than an Employee who is
employed as a driver, four hundred and thirty-five (435) Hours of Service; and

          (b) In the case of a salaried  or  salaried  Nonexempt  Employee or an
Employee who is employed as a driver, 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  Reemployment
Commencement  Date, the Employee  shall be treated as having a new  Reemployment
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.

     2.50 "Related Employer" shall mean the Company or any subsidiary thereof.

     2.51  "Required  Aggregation  Group" shall mean each plan of an Employer in
which a Key Employee is a participant and each other plan of such 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.

     2.52 "Rollover  Contribution" shall mean a contribution made by an Employee
in accordance with Section 4.9.

     2.53 "Top Heavy" shall mean that as of the Determination Date:

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

          (b) 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; or

           (c) The Top Heavy Ratio for the  Permissive  Aggregation  Group which
includes  the Plan exceeds  sixty  percent  (60%),  if the Plan is included in a
Permissive Aggregation Group.

<PAGE>


      2.54 "Top Heavy Ratio" shall mean:

          (a) If the Plan is not  included in a Required  Aggregation  Group,  a
fraction,  the  numerator  of which is the sum of the  Account  balances  of Key
Employees  under the Plan and the denominator of which is the sum of the Account
balances of all Participants under the Plan; or

          (b) If the  Plan is  included  in a  Required  Aggregation  Group or a
Permissive  Aggregation Group, a fraction,  the numerator of which is the sum of
the account  balances of Key  Employees  under all  defined  contribution  plans
included  in such group and the  present  value 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
value of the accrued  benefits  of all  participants  under all defined  benefit
plans included in such group.

     The account  balances,  as well as the present  value of accrued  benefits,
shall be determined,  as of the Valuation Date coinciding with the Determination
Date, in accordance  with the  provisions of Section  416(g) of the Code and the
regulations   thereunder  which  are  incorporated   herein  by  reference.   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,  any account balance or
accrued benefit of any individual who has not performed services for an 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 an Employer,  his or her account balance or
accrued benefit shall be taken into account,  as required by  regulations,  in a
subsequent Plan Year.

     2.55  "Top-Paid  Group" shall mean for any Plan Year the group of Employees
consisting of the top twenty  percent (20%) of Employees  based on  compensation
(as defined for purposes of Section 2.33) received from an Employer  during such
year. For purposes of determining the number of Employees in the Top-Paid Group,
the following Employees shall be excluded:

          (a)  Employees who have not completed six (6) months of service;

          (b)  Employees  who  normally  work less than  seventeen  and one-half
(17-1/2) hours per week;

          (c)  Employees who normally work less than six (6) months during any
year;

<PAGE>


          (d)  Employees who have not attained age twenty-one (21);

          (e)  Employees  who are  nonresident  aliens and who receive no earned
income  (within the meaning of Section  911(d)(2)  of the Code) from an Employer
that  constitutes  income  from  sources  within the United  States  (within the
meaning of Section 861(a) (3) of the Code).

The Company may elect to apply  subsections (a), (b), (c) or (d) of this Section
by  substituting  a shorter  period  of  service,  a smaller  number of hours or
months, or a lower age than that specified in each subsection.

     2.56 "Trust"  shall mean the Hannaford  Savings and  Investment  Trust,  as
amended from time to time.

     2.57  "Trustee" shall mean the person or persons appointed by the Finance 
Committee to serve as trustee(s) of the Trust.

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

     2.59 "USERRA" shall mean the Uniformed Services Employment and Reemployment
Rights Act of 1994, 38 U.S.C. Section 4301 et seq., as in effect on December 12,
1994 (without regard to any subsequent amendment).

     2.60 "Valuation Date" shall mean,  effective January 1, 1998, each business
day on which the New York Stock Exchange is open; provided,  however,  when such
term is used in the context of Article X, such term shall mean the last business
day of each Plan Year.

     2.61 "Vesting  Computation Period" shall mean a Plan Year. If the Plan Year
is  changed,  the  Vesting  Computation  Period  shall be  deemed  to  include a
corresponding  twelve (12) consecutive month period. The new Vesting Computation
Period shall commence  within the prior Vesting  Computation  Period so that the
new period  overlaps  the prior  period.  Each  hourly  Employee,  other than an
Employee  who is  employed as a driver,  shall be credited  with one (1) Year of
Vesting Service if he or she is credited with at least eight hundred and seventy
(870) Hours of Service in only the prior  Vesting  Computation  Period;  one (1)
Year of Vesting Service if he or she is credited with at least eight hundred and
seventy (870) Hours of Service in only the new Vesting  Computation  Period; and
two (2) Years of Vesting  Service if he or she is  credited  with at least eight
hundred  and seventy  (870) Hours of Service in each of the two (2)  overlapping
Vesting Computation Periods.  Each salaried or salaried nonexempt Employee,  and
each  Employee who is employed as a driver,  shall be credited with one (1) Year
of Vesting  Service if he or she is credited with at least one thousand  (1,000)
Hours of Service in only the prior Vesting  Computation  Period; one (1) Year of
Vesting  Service if he or she is  credited  with at least one  thousand  (1,000)
Hours of Service in only the new Vesting  Computation  Period; and two (2) Years
of Vesting Service if he or she is credited with at least one

<PAGE>


thousand  (1,000)  Hours of Service in each of the two (2)  overlapping  Vesting
Computation Periods.

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

          (a) In the case of an hourly  Employee,  other than an Employee who is
employed  as a driver,  an  Eligibility  Computation  Period  during  which such
Employee has completed eight hundred and seventy (870) or more Hours of Service.

          (b) In the case of a salaried or salaried  nonexempt  Employee,  or an
Employee who is employed as a driver, an Eligibility  Computation  Period during
which such Employee has completed one thousand (1,000) or more Hours of Service.

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

          (a) In the case of an hourly  Employee,  other than an Employee who is
employed as a driver,  a Vesting  Computation  Period during which such Employee
has completed eight hundred and seventy (870) or more Hours of Service.

          (b) In the case of a salaried or salaried  nonexempt  Employee,  or an
Employee who is employed as a driver, a Vesting  Computation Period during which
such Employee has completed one thousand (1,000) or more Hours of Service.

For  purposes  of  determining  the number of a  Participant's  Years of Vesting
Service,  all service with an Employer or Related  Employer  shall be taken into
account;  provided,  however, in the case of a Participant who is first employed
by the Company or one of its  subsidiaries  in its Southeast  Division,  service
prior to March 1, 1993, shall be disregarded.

     In the case of a  Participant  who  incurs a Break in  Service or period of
consecutive  Breaks in Service,  such Participant  shall be credited with his or
her Years of Vesting  Service prior to such Break in Service in accordance  with
subsection (c) or (d) below, whichever is applicable:

          (c) a Participant who had a nonforfeitable  right to all of his or her
Account when he or she incurred the Break in Service  shall  receive  credit for
all Years of Vesting Service prior to his or her Break in Service.

          (d) a Participant  who did not have a  nonforfeitable  right to all of
his or her Account when he or she incurred  the Break in Service  shall  receive
credit for Years of Vesting Service prior to his or her Break in

<PAGE>


Service if he or she  completes  a Year of Vesting  Service  thereafter  and the
number of his or her consecutive Breaks in Service is less than five (5).

                              ARTICLE III
                             Participation

     3.1 Date of Participation.  Except as hereinafter  provided,  each Employee
who is in the  employ of an  Employer  on the  Effective  Date and who meets the
requirements of Section 3.2 on or before November 30, 1997, shall be eligible to
participate  in the Plan as of the  Effective  Date.  Each  other  Employee  who
thereafter   meets  the  requirements  of  Section  3.2  shall  be  eligible  to
participate  in the Plan as of the first day of the second month  following  the
month in which he or she meets such requirements, provided he or she is still in
the employ of an Employer on such date. Notwithstanding the foregoing provisions
to the contrary,  each Employee who was a participant in the Hannaford Southeast
Savings  and  Investment  Plan as of  December  31,  1997,  shall be eligible to
participate in the Plan as of the Effective Date, provided he or she is still in
the employ of an Employer on the Effective Date.

     3.2  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.

     3.3 Reemployed Eligible Employee. An Eligible Employee who is reemployed by
an Employer shall again be eligible to participate in the Plan as of the date he
or she completes one (1) Hour of Service.

     3.4  Change of Employment Status.

          (a) An Employee  whose  employment  status  changes by reason of being
transferred  from the employ of a Related Employer that has not adopted the Plan
to the employ of an Employer  shall be eligible to participate in the Plan as of
the later of the first day of the second month  following the date his or her of
employment  status  changes or the first day of the second month  following  the
month in which he or she meets the requirements of Section 3.2.

          (b) A Participant  whose employment  status changes by reason of being
transferred  to the employ of a Related  Employer  that has not adopted the Plan
shall nevertheless continue to participate in the Plan, but without the right to
make a Deferral  Election or share in an  allocation  of Employer  Contributions
occurring after the date his or her employment status changes, until the date he
or she ceases to be employed by the Company and any other Related Employer.



<PAGE>


                              ARTICLE IV
                   Contributions and Direct Transfers

     4.1  Employer  Contributions.  For each  Plan  Year,  each  Employer  shall
contribute to the Plan:

          (a) The Elective  Contributions  to be made in accordance with Section
5.1 or 4.8 on behalf of each Participant in its employ during such year; and

          (b) The Matching  Contributions,  if any, to be made on behalf of each
Participant in its employ during such year who has made a Deferral  Election for
such year at the rate  determined in accordance  with  subparagraph  (i) or (ii)
below, whichever is applicable;  provided, however, no Matching Contribution may
be made with respect to any Excess Deferral or Excess  Elective  Contribution or
any  Elective  Contribution  which is  returned to the  Participant  pursuant to
Section 7.4(b):

               (i) In the case of a Participant, other than a Contract Employee:

                    (aa)  $1.00 for each dollar of Elective Contributions made
on his or her behalf, up to 1% of his or her Compensation;

                    (bb)  $0.50 for each dollar of Elective Contributions made 
on his or her behalf in excess of 1% and not exceeding 5% of his or her 
Compensation; and

                    (cc)  $0.25 for each dollar of Elective Contributions made 
on his or her behalf in excess of 5% and not exceeding 9% of his or her 
Compensation; and

               (ii) In the case of a Participant who is a Contract Employee:

                    (aa)  $1.00 for each dollar of Elective Contributions made
on his or her behalf up to 1% of his or her
Compensation; and

                    (bb)  $0.25 for each dollar of Elective Contributions made 
on his or her behalf in excess of 1% and not exceeding
4% of his or her Compensation; and

          (c) the Discretionary Contributions,  if any, in such amount as may be
determined by the Human Resources Committee of the Board of Directors.

     4.2 Timing of Employer Contributions.  Elective Contributions shall be paid
to the Trust as of the earliest date on which such  contributions can reasonably
be segregated from the general assets of the Participant's

<PAGE>


Employer;  provided  in no event  shall  the date  determined  pursuant  to this
provision  occur  later  than the  fifteenth  (15th)  business  day of the month
following  the  month in which  such  contributions  would  otherwise  have been
payable  to the  Participant  in cash (the  "maximum  time  period"),  unless an
Employer  extends  the maximum  time  period as  provided  in 29 C.F.R.  Section
2510.3-102(d).  Matching Contributions and Discretionary Contributions,  if any,
with  respect  to any Plan Year shall be paid to the Trust at such time or times
as may be determined by the Company,  but not later than the date  prescribed by
law for filing its  federal  income tax return for its  taxable  year which ends
with or within such Plan Year,  including extensions which have been granted for
filing such return.

     4.3 Form of Contributions.  Elective  Contributions  shall be made in cash.
Matching  Contributions and Discretionary  Contributions may, at the election of
the Human Resources  Committee of the Board of Directors,  be made in cash or in
Company Stock, or any combination thereof; provided any contribution in the form
of  Company  Stock  shall be valued at its fair  market  value as of the date of
contribution.

     4.4 Maximum  Contributions.  In no event shall the contributions made by an
Employer  for any Plan Year exceed the  maximum  amount  which such  Employer is
permitted to deduct for federal income tax purposes or cause the Annual Addition
for any Participant to exceed the amount permitted under the Plan.

     4.5 Return of Contributions. Contributions by each Employer are conditioned
upon the initial  qualification of the Plan under Section 401(a) of the Code and
upon their  deductibility under Section 404 of the Code. Upon the request of any
Employer, any contributions  attributable to such Employer (a) which are made by
reason  of a  mistake  of fact,  (b)  which  are  conditioned  upon the  initial
qualification  of the Plan, or (c) for which a deduction is disallowed  shall be
returned  to the  Employer  within one (1) year of the  mistaken  payment of the
contribution,   denial  of   qualification   (provided   the   application   for
qualification  is made by the time  prescribed by law for filing such Employer's
federal income tax return for its taxable year in which the Plan is adopted,  or
such later date as the Secretary of the Treasury may prescribe), or disallowance
of the  deduction.  In the  event  of a  denial  of  qualification,  the  amount
contributed  for the  period  during  which  the Plan was not  qualified  may be
returned. In the event of a mistake of fact or a disallowance of deduction,  the
amount  which may be  returned  to such  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 an error in determining  the  deduction.  Earnings
attributable  to any  excess  contribution  shall not be  returned,  and  losses
attributable thereto shall reduce the amount which may be returned.

     The portion of any contribution  returned to an Employer in accordance with
this Section that represents Elective Contributions shall be paid

<PAGE>


promptly by such Employer to the Participants on whose behalf such contributions
were made.

     4.6  Nonforfeitable  Contributions.  Each  Participant  shall  have a fully
vested and nonforfeitable  interest in his or her Elective Contributions Account
at all times. Each Participant shall have a vested and  nonforfeitable  interest
in his or her Matching  Contributions  Account and  Discretionary  Contributions
Account as provided in Section 9.3.

     A reemployed Employee's period of qualified military service (as defined in
Section  4.8) shall be taken into  account as  required  by law for  purposes of
determining  the  nonforfeitability  of  contributions  made on  behalf  of such
individual under the Plan.

     4.7  Special Rules For Matching Contributions.

          (a)  The  Matching  Contribution  Percentage  for  Highly  Compensated
Eligible  Employees for any Plan Year commencing  after December 31, 1996, shall
not exceed the greater of:

               (i) the Matching  Contribution  Percentage for all other Eligible
Employees for the preceding Plan Year multiplied by 1.25; or

               (ii) the lesser of the Matching  Contribution  Percentage for all
other  Eligible  Employees for the preceding  Plan Year  multiplied by 2, or the
Matching  Contribution  Percentage for such Eligible Employees for the preceding
Plan Year plus two percent (2%).

          Notwithstanding the foregoing provisions to the contrary, with respect
to the Plan Year commencing January 1, 1997, the Company may elect,  pursuant to
IRS Notice 97-2, to apply this subsection (a) by  substituting  the phrase "such
Plan Year" for the phrase "the preceding Plan Year."

          (b) For  purposes  of this  Section,  if two or more  qualified  plans
maintained by the Employer are treated as one plan to meet the  requirements  of
Section  401(a)(4),  Section  410(b) or Section  401(m) of the Code,  such plans
shall be treated as a single plan.  If a Highly  Compensated  Eligible  Employee
participates  in any other  qualified  plan  maintained by the Employer to which
Matching  Contributions  are made, all such  contributions for Plan Years ending
with or within the same calendar  year shall be aggregated  for purposes of this
Section. If a Highly Compensated  Eligible Employee  participates in two or more
cash or  deferred  arrangements  that have  different  plan  years,  all cash or
deferred  arrangements  with Plan Years ending with or within the same  calendar
year shall be treated as a single arrangement.  Plans may be aggregated in order
to satisfy Section 401(m) of the Code only if they have the same plan year.



<PAGE>


          (c)  Notwithstanding  any  other  provision  of  this  Section  to the
contrary,  the limitation  prescribed in subsection (a) above shall not apply to
Contract  Employees,  and Contract  Employees  shall be excluded for purposes of
applying such limitation to other Employees.

          (d) To the extent Elective  Contributions are taken into account under
this Section, any Elective  Contributions  returned to a Participant pursuant to
Section 7.4(b) shall be disregarded.

          (e) Any  Matching  Contribution  which is  attributable  to an  Excess
Deferral  or  Excess  Elective  Contribution  shall be  forfeited  and  shall be
disregarded for purposes of subsection (a) of this Section. Forfeitures shall be
used to reduce Employer Contributions.

          (f) For  purposes of this  Section,  Matching  Contributions  shall be
treated as made for a Plan Year to which they relate if such  contributions  are
made no later than the end of the twelve (12) month period  beginning on the day
after  the  close  of the  Plan  Year.  Each  Employer  shall  maintain  records
sufficient  to  demonstrate  satisfaction  of this Section and the amount of any
Elective  Contributions taken into account under this Section. The determination
and treatment of the individual Matching Contribution Percentage of any Eligible
Employee  shall  satisfy such other  requirements  as may be  prescribed  by the
Secretary of the Treasury.

          (g) In the event  that the  Matching  Contribution  Percentage  of the
Highly  Compensated  Eligible Employees for any Plan Year exceeds the limitation
of subsection (a) above,  the  Administrative  Committee  shall,  within two and
one-half  (2-1/2)  months  after the end of such  year,  distribute  the  Excess
Matching  Contributions to the extent  nonforfeitable (plus any income and minus
any loss allocable thereto) to such Highly Compensated Eligible Employees on the
basis of the  amount  of  Employer  Contributions  made on  behalf  of each such
Employee and taken into account  under  Section  2.41 and shall  designate  such
distribution as a distribution of Excess Matching Contributions (plus any income
and minus  any loss  allocable  thereto).  To the  extent  the  Excess  Matching
Contributions  are  forfeitable,  they shall be forfeited in accordance with the
provisions  of  Section  9.4;  provided,  however,  that  forfeitures  of Excess
Matching  Contributions  may not be allocated  to the  accounts of  Participants
whose Matching Contributions are reduced pursuant to this subsection (g).

          (h) Excess Matching  Contributions shall be adjusted for any income or
loss  up to the  date  of  distribution  (or  forfeiture).  The  income  or loss
allocable  to Excess  Matching  Contributions  shall be  determined  by the same
manner in which  income or loss is  allocated to  Participants'  Accounts  under
Article VIII.

          (i) The amount of any Highly  Compensated  Eligible  Employee's Excess
Matching Contributions shall be determined by reducing contributions

<PAGE>


on behalf of all such  Employees  in the order of their  respective  amounts  of
Employer Contributions taken into account under Section 2.41, beginning with the
highest  such  amount.  The  determination  of the  amount  of  Excess  Matching
Contributions with respect to the Plan shall be made after first determining the
amount of Excess  Deferrals under Article VI and then  determining the amount of
Excess Elective Contributions under Section 5.3.

     4.8 USERRA Make-up  Contributions.  The provisions of this Section shall be
effective  December 12, 1994. In addition to any Elective  Contributions made in
accordance  with Section 5.1, an Eligible  Employee who is  reemployed by his or
her Employer  following a period of qualified military service may elect to have
such  Employer make  Elective  Contributions  on his or her behalf in accordance
with this  Section;  provided,  such  Elective  Contributions  do not exceed the
maximum  amount of Elective  Contributions  that such  Employer  would have been
permitted to make on behalf of such  Eligible  Employee in  accordance  with the
limitations of Articles VI and VII of the Plan and Sections  402(g),  404(a) and
415 of the Code during such Employee's  period of qualified  military service if
such Employee:

          (a)  had continued to be employed by such Employer during such period;
and

          (b) received Compensation from such Employer equal to:

               (i) the Compensation the Employee would have received during such
period if the Employee were not in qualified military service, based on the rate
of pay the Employee  would have received from such Employer but for the absence;
or

               (ii) if the  Compensation the Employee would have received during
such period is not reasonably certain,  the Employee's average Compensation from
the  Employer  during the twelve (12) month  period  immediately  preceding  the
period of qualified  military service (or, the period of employment  immediately
preceding the period of qualified military service, if shorter).

     Elective Contributions made in accordance with this Section shall be net of
any  Elective  Contributions  actually  made  during  an  Employee's  period  of
qualified military service. Any Elective  Contributions on behalf of an Eligible
Employee  pursuant to this  Section  4.8 shall be made  during the period  which
begins on the date of reemployment of such Employee with his or her Employer and
the  duration  of which is equal to the lesser of (i) three (3) times the period
of qualified military service and (ii) five (5) years.

     An  Employer  shall  make  Matching   Contributions  with  respect  to  any
additional  Elective  Contributions  made in accordance  with this Section which
would have been  required had such  Elective  Contributions  actually  been made
during  the  period  of  qualified  military  service;  provided  such  Matching
Contributions do not exceed the maximum amount of Matching Contributions

<PAGE>


that such Employer  would have been permitted to make on behalf of such Eligible
Employee  in  accordance  with the  limitations  of Article  VII of the Plan and
Sections 404(a) and 415 of the Code during such  Employee's  period of qualified
military service.

     Any Elective Contributions or Matching Contributions made by an Employer on
behalf of an Eligible Employee pursuant to this Section 4.8 shall not be subject
to any otherwise applicable  limitation contained in Section 402(g),  404(a), or
415 of the Code and shall not be taken into account in applying such limitations
to other  contributions  or benefits under the Plan or any other plan maintained
by such Employer with respect to the year in which such  contributions are made.
Any such Elective  Contributions and Matching  Contributions  shall not be taken
into  account,  either  for the Plan Year in which they are made or for the Plan
Year to which they relate,  for purposes of Sections  4.7,  5.3, or Article X of
the  Plan  and  for  purposes  of  Sections  401(a)(4),  401(a)(26),  401(k)(3),
401(k)(11), 401(k)(12), 401(m), 410(b), or 416 of the Code.

     No  provision  of this  Section  4.8  shall be  construed  to  require  any
crediting  of earnings to a  Participant's  Account with respect to any Employer
Contribution  before  such  Employer   Contribution  is  actually  made  or  any
allocation  of any  forfeiture  with respect to a period of  qualified  military
service.

     For  purposes of this  Section,  "qualified  military  service"  shall mean
service  entitling an individual to reemployment  rights under USERRA,  provided
such individual is reemployed or initiates  reemployment with an Employer within
the period prescribed by USERRA.

     An  election  by an  Eligible  Employee  to have his or her  Employer  make
additional Elective  Contributions on his or her behalf pursuant to this Section
4.8 shall be made by such written,  telephonic  or electronic  means as shall be
prescribed by the Administrative Committee.

     4.9  Rollover  Contributions.  An  Employee  who has  received  an eligible
rollover  distribution  (as  defined in Section  402(c)(4)  of the Code) from an
employee's  trust  described in Section  401(a) of the Code which is exempt from
tax under  Section  501(a) of the Code may  transfer  all or any portion of such
distribution to the Trust,  provided the transfer is made to the Trust not later
than the sixtieth  (60th) day following  the day on which the Employee  received
such distribution.  In addition, an Employee who receives a distribution from an
individual  retirement  account  (within  the  meaning of Section  408(a) of the
Code),  which  account is  attributable  solely to a rollover  contribution  (as
defined in Section  402(c)(5) of the Code) from an employee's trust described in
Section  401(a) of the Code which is exempt from tax under Section 501(a) of the
Code,  may transfer the entire  amount  distributed  to the Trust,  provided the
transfer is made to the Trust not later than the sixtieth  (60th) day  following
the day on which the Employee received such  distribution.  Notwithstanding  the
foregoing to the contrary,

<PAGE>


an Employee who has received an eligible  rollover  distribution (as hereinabove
defined)  solely by reason of the death of his or her  spouse or a  distribution
from an individual retirement account (as hereinabove defined), which account is
attributable solely to a rollover  contribution (as hereinabove defined) from an
employee's  trust  described in Section  401(a) of the Code which is exempt from
tax under Section 501(a) of the Code of amounts  received by reason of the death
of his or her spouse,  may not transfer any portion of such  distribution to the
Trust.

     A Rollover  Contribution  shall be  credited  to a  Rollover  Contributions
Account on behalf of the contributing  Employee,  and such Employee shall have a
fully vested and  nonforfeitable  interest in his or her Rollover  Contributions
Account.  The  Rollover  Contributions  Account  of  any  Employee  who is not a
Participant  shall be administered,  invested and distributed as if such account
constituted  an  Elective  Contributions  Account.  The  Rollover  Contributions
Account of a Participant shall be administered,  invested and distributed in the
same manner and at the same time as his or her Elective Contributions Account.

     4.10 Direct Transfers.  The Administrative Committee may direct the Trustee
to  transfer  the assets  credited  to the  Account of a  Participant  or Former
Participant to another employer's retirement plan, provided immediately prior to
the transfer,  the transferee plan contains a provision permitting such transfer
and is  qualified  under  Section  401(a) of the Code and the  related  trust is
exempt under Section 501(a) of the Code.

     The assets of another  profit  sharing plan may,  with the prior consent of
the Administrative  Committee,  be directly  transferred to the Trust,  provided
immediately  prior to the  transfer,  the  transferor  plan contains a provision
permitting  such transfer and is qualified  under Section 401(a) of the Code and
the related trust is exempt under Section 501(a) of the Code. Upon receipt,  the
Administrative   Committee  shall  credit  the  Account  of  each  Employee  who
participated in the transferor  plan with the portion of the transferred  assets
standing to the credit of such Employee  under the transferor  plan  immediately
prior to such transfer,  provided such amount shall be separately  accounted for
in  accordance  with  Section  8.1.  With  respect to a  Participant  who has an
outstanding  loan balance under the transferor plan at the time of the transfer,
the promissory  note  evidencing such loan shall be transferred to this Plan and
the outstanding  loan balance shall be treated in accordance with the provisions
of Section 9.11 as an outstanding loan balance under this Plan.

     Except as  hereinafter  provided or as otherwise  provided in Article IX or
XVIII,  each  elective,  matching or other type of  contribution  comprising the
Transfer Account of any Employee shall be administered, invested and distributed
in  accordance  with the  provisions  of this  Plan  applicable  to such type of
contribution.  Each type of contribution  comprising the Transfer  Account which
was not fully vested under the transferor plan as of

<PAGE>


the date of the transfer shall remain subject to the vesting  schedule set forth
in the  transferor  plan.  Each type of  contribution  comprising  the  Transfer
Account which was fully vested under the  transferor  plan as of the date of the
transfer shall remain fully vested under this Plan.

     Notwithstanding  the foregoing  provisions of this Section to the contrary,
this Plan shall not accept any direct or indirect  transfers  from a plan (other
than the Hannaford  Southeast  Savings and Investment  Plan) which is subject to
Section 401(a)(11) of the Code.

                              ARTICLE V
                          Deferral Elections

     5.1 Timing and Method. Any Eligible Employee may participate in the Plan by
electing to defer part of his or her Compensation each payroll period,  provided
that an Eligible Employee may not defer less than one percent (1%) nor more than
fifteen  percent  (15%) of his or her  Compensation  each Plan Year.  The amount
deferred  shall be  contributed  to the Plan by the  Employer  on  behalf of the
electing Eligible  Employee.  A Deferral Election shall be made by such written,
telephonic  or electronic  means as shall be  prescribed  by the  Administrative
Committee.

     A  Deferral  Election  received  by  the  Administrative  Committee  on any
business  day (by 4 p.m. on Fridays)  shall be  effective  with the paycheck the
Participant receives in the first week beginning after the business day on which
such election was received by the Administrative  Committee. A Deferral Election
made on any  non-business day (or made after 4 p.m. on Fridays) shall be treated
as received by the Administrative  Committee on the next following business day,
and it shall be effective in accordance with the rule set forth in the preceding
sentence. A deemed Deferral Election pursuant to Section 18.2 shall be effective
January 1, 1998. A Deferral  Election  shall  remain in effect until  amended or
terminated in accordance with Section 5.2.

     If a Participant  terminates a Deferral Election in accordance with Section
5.2, such Participant may  subsequently  make another  Deferral  Election.  Such
subsequent Deferral Election shall become effective in accordance with the rules
set forth above with respect to an initial Deferral Election.

      5.2 Amendment or Termination by  Participant.  A Participant may amend his
or her Deferral Election to increase or decrease the deferral  percentage within
the limits of Section 5.1 or may terminate  his or her Deferral  Election at any
time. An amendment or termination  shall be made by such written,  telephonic or
electronic  means as shall be prescribed by the  Administrative  Committee,  and
shall  become  effective in  accordance  with the rules set forth in Section 5.1
with respect to an initial Deferral Election.



<PAGE>


     5.3  Limitations  on  Actual  Deferral  Percentage.  In the  event a Highly
Compensated Employee  participates in two or more cash or deferred  arrangements
(under Section 401(k) of the Code) that have different plan years,  for purposes
of this Section,  all such arrangements  ending with or within the same calendar
year shall be treated as a single  arrangement.  For  purposes of this  Section,
this Plan and any other Code Section 401(k) plan maintained by an Employer shall
be treated as a single plan if such plans are  treated as one plan for  purposes
of Section 401(a)(4) or 410(b) of the Code or if a Highly  Compensated  Eligible
Employee  participates  in such other plan.  Plans may be  aggregated to satisfy
Section 401(k) of the Code only if such plans have the same plan year.

          (a) The Actual  Deferral  Percentage for Highly  Compensated  Eligible
Employees for any Plan Year commencing after December 31, 1996, shall not exceed
the greater of:

               (i)  the  Actual  Deferral  Percentage  for  all  other  Eligible
Employees for the preceding Plan Year multiplied by 1.25; or

               (ii) the lesser of the Actual  Deferral  Percentage for all other
Eligible  Employees for the preceding  Plan Year  multiplied by 2, or the Actual
Deferral Percentage for such Eligible Employees for the preceding Plan Year plus
two percent (2%).

          (b) The sum of the Actual Deferral  Percentage for Highly  Compensated
Eligible  Employees  and  the  Matching   Contribution   Percentage  for  Highly
Compensated  Eligible  Employees for any Plan Year commencing after December 31,
1996, shall not exceed the greater of:

               (i) the sum of (1) the greater of the Actual Deferral  Percentage
for all other Eligible Employees for the preceding Plan Year multiplied by 1.25,
or the Matching Contribution Percentage for all other Eligible Employees for the
preceding  Plan  Year  multiplied  by 1.25,  and (2) the  lesser  of the  Actual
Deferral Percentage for all other Eligible Employees for the preceding Plan Year
plus 2, or the Matching Contribution Percentage for all other Eligible Employees
for the  preceding  Plan  Year  plus 2,  provided  that in no event  shall  such
percentage plus 2 exceed such percentage multiplied by 2.

               (ii) the sum of (1) the lesser of the Actual Deferral  Percentage
for all other Eligible  Employees for the preceding Plan Year multiplied by 1.25
or the Matching Contribution Percentage for all other Eligible Employees for the
preceding  Plan Year  multiplied  by 1.25,  and (2) the  greater  of the  Actual
Deferral Percentage for all other Eligible Employees for the preceding Plan Year
plus 2 or the Matching Contribution  Percentage for all other Eligible Employees
for the  preceding  Plan  Year  plus 2,  provided  that in no event  shall  such
percentage plus 2 exceed such percentage multiplied by 2.

<PAGE>


          (c)  Notwithstanding  the foregoing  provisions of this Section to the
contrary,  the  limitations  prescribed in subsections (a) and (b) above and the
provisions of Section 5.4 shall apply  separately to Contract  Employees and all
other Employees.

     Subsection  (b) of this Section  shall not apply if the  respective  Actual
Deferral  Percentage  and  Matching   Contribution   Percentage  of  the  Highly
Compensated  Eligible  Employees for any Plan Year commencing after December 31,
1996,  does not exceed the respective  Actual  Deferral  Percentage and Matching
Contribution  Percentage of all other Eligible  Employees for the preceding Plan
Year multiplied by 1.25.

     Notwithstanding  the foregoing  provisions of this Section to the contrary,
with respect to the Plan Year commencing January 1, 1997, the Company may elect,
pursuant to IRS Notice 97-2, to apply subsections (a) and (b) of this Section by
substituting  the phrase  "such Plan Year" for the phrase  "the  preceding  Plan
Year"  in said  subsections  and in the  paragraph  immediately  preceding  this
paragraph.

     For  purposes  of  this  Section,   Elective   Contributions  and  Matching
Contributions  must be made before the last day of the twelve (12) month  period
immediately  following  the Plan Year to which such  contributions  relate.  Any
Elective  Contributions  returned to a  Participant  pursuant to Section  7.4(b)
shall be disregarded.

     Each Employer shall maintain records  sufficient to demonstrate  compliance
with this  Section.  The  determination  and treatment of the  contributions  on
behalf of any  Participant  that are taken into  account  for  purposes  of this
Section  shall  satisfy  such other  requirements  as may be  prescribed  by the
Secretary of the Treasury.

     5.4 Restrictions and Adjustments. The Administrative Committee may restrict
the deferral percentages elected by Participants if the Administrative Committee
determines  such  restriction  is necessary to comply with Section 4.4,  Section
5.3, Article VI, or Article VII.

     In the event that the Actual Deferral  Percentage of the Highly Compensated
Eligible  Employees  for any Plan Year  exceeds the  limitations  prescribed  in
Section 5.3(a),  the  Administrative  Committee  shall,  within two and one-half
(2-1/2)  months  after the end of such  year,  distribute  the  Excess  Elective
Contributions  (plus any income and minus any loss  allocable  thereto)  to such
Highly  Compensated  Eligible  Employees  on the basis of the amount of Employer
Contributions  made on behalf of each such Employee and taken into account under
Section 2.2 and shall  designate such  distribution  as a distribution of Excess
Elective Contributions (plus any income and minus any loss allocable thereto).

     The amount of any Highly  Compensated  Eligible  Employee's Excess Elective
Contributions shall be determined by reducing contributions on

<PAGE>


behalf of such  Employees in the order of their  respective  amounts of Employer
Contributions  taken into account under Section 2.2,  beginning with the highest
such  amount.  The amount of Excess  Elective  Contributions  with  respect to a
Highly  Compensated  Eligible Employee for any Plan Year shall be reduced by the
amount of Excess Deferrals previously distributed to such Employee under Article
VI for the calendar year ending with or within the Plan Year; provided, however,
that  notwithstanding  the distribution of an Excess Deferral in accordance with
Section 6.2 to a Highly Compensated  Eligible Employee,  such distributed amount
shall be taken into account under Section 5.3.

     Excess Elective  Contributions  shall be adjusted for any income or loss up
to the date of  distribution.  The income or loss  allocable to Excess  Elective
Contributions  shall be determined by the same manner in which income or loss is
allocated to Participants' Accounts under Article VIII of the Plan.

     In the event  that the sum of the  Actual  Deferral  Percentage  for Highly
Compensated  Eligible  Employees and the Matching  Contribution  Percentage  for
Highly Compensated  Eligible Employees for any Plan Year exceeds the limitations
prescribed in Section 5.3(b), the Administrative Committee shall, within two and
one-half  (2-1/2)  months  after  the  end of such  year,  reduce  the  Matching
Contribution   Percentage  for  Highly  Compensated   Employees  in  the  manner
prescribed in subsection (g) through (i) of Section 4.7.

                              ARTICLE VI
                           Excess Deferrals

     6.1 Limitation on Elective  Contributions.  Effective  January 1, 1997, the
Elective  Contributions that may be allocated to a Participant's Account for any
calendar year shall not exceed Nine Thousand Five Hundred  Dollars  ($9,500.00),
reduced by the amount of any employer  contributions  for such year on behalf of
such  Participant  pursuant  to an  election  to defer  compensation  under  any
qualified cash or deferred  arrangement  within the meaning of Section 401(k) of
the Code, any simplified employee pension or cash arrangement within the meaning
of Section  402(h)(1)(B) of the Code, any eligible  deferred  compensation  plan
under Section 457 of the Code, any plan within the meaning of Section 501(c)(18)
of the Code,  any salary  reduction  agreement  for the  purchase  of an annuity
contract  under  Section   403(b)  of  the  Code,  and  any  elective   employer
contribution under Section 408(p)(2)(A)(i) of the Code.

     For  purposes of this  Section,  any Elective  Contributions  returned to a
Participant  pursuant  to  Section  7.4(b)  shall  be  disregarded.  The  dollar
limitation of this Section shall be  automatically  adjusted to reflect any cost
of living adjustment made under Section 402(g)(5) of the Code.



<PAGE>


     6.2  Distribution of Excess  Deferral.  In the event that the limitation of
Section 6.1 is exceeded with respect to any  Participant  for any calendar year,
not later than  April 15 of the  following  calendar  year,  the  Administrative
Committee  shall  distribute the Excess  Deferral (plus any income and minus any
loss allocable thereto) to such Participant and designate such distribution as a
distribution of an Excess Deferral (plus any income and minus any loss allocable
thereto),  provided  that the  Administrative  Committee has received the notice
prescribed in Section 6.3. Excess  Deferrals shall be adjusted for any income or
loss up to the date of  distribution.  The  income or loss  allocable  to Excess
Deferrals  shall be  determined  by the same  manner in which  income or loss is
allocated to the Participants' Accounts under Article VIII of the Plan.

     The  amount  of Excess  Deferral  with  respect  to a  Participant  for any
calendar   year  shall  be  reduced  by  the  amount  of  any  Excess   Elective
Contributions  previously  distributed  to such  Participant  for the Plan  Year
beginning with or within the calendar year.

     6.3  Notice  by  Participant.   It  shall  be  the  responsibility  of  the
Participant to notify the Administrative  Committee of any Excess Deferral for a
calendar  year.  Such  notice  shall  be  made by such  written,  telephonic  or
electronic means as shall be prescribed by the Administrative  Committee;  shall
specify  the  amount of the  Excess  Deferral;  shall  state  that if the Excess
Deferral  is  not   distributed,   such  excess  shall  be   includable  in  the
Participant's  gross  income  under  Section  402(g) of the  Code;  and shall be
submitted  to  the  Administrative  Committee  not  later  than  March  1 of the
following  calendar  year. A  Participant  shall be deemed to have  notified the
Administrative  Committee of an Excess  Deferral to the extent such  Participant
has an Excess  Deferral for a calendar  year,  taking into account only Elective
Contributions  under the Plan and any other plans of his or her Employer subject
to Section 402(g) of the Code.

                              ARTICLE VII
                     Limitation on Annual Additions

     7.1 Limitation For Defined  Contribution  Plans. The Annual Additions which
may be allocated to the Account of a Participant for a Limitation Year shall not
exceed the lesser of:

          (a)  Thirty Thousand Dollars ($30,000.00); or

          (b)  Twenty-five percent (25%) of the Participant's compensation (as
defined in Section 7.5) for the Limitation Year,

reduced by the sum of (i) the annual additions  allocated within such Limitation
Year to the  accounts  of such  Participant  under all other  qualified  defined
contribution  plans  maintained  by an Employer  and (ii) the  contributions  on
behalf of such  Participant  to  welfare  benefit  funds (as  defined in Section
419(e) of the Code) and individual medical benefit

<PAGE>


accounts (as defined in Section  415(l)(2) of the Code)  which,  as  hereinafter
provided,  are treated as annual additions to a defined  contribution  plan. The
dollar limitation of this Section shall be automatically adjusted to reflect any
cost of living adjustment made under Section 415(d) of the Code.

     If an Annual Addition allocated to a Participant's Account for a Limitation
Year when  added to the sum of (i) the  Annual  Additions  previously  allocated
within  such  year to the  Participant's  Account,  (ii)  the  annual  additions
previously  allocated within such year to the  Participant's  accounts under all
other qualified defined  contribution  plans maintained by an Employer and (iii)
the  aforesaid  contributions  to welfare  benefit  funds (as defined in Section
419(e) of the Code) and  individual  medical  benefit  accounts  (as  defined in
Section 415(l)(2) of the Code) exceeds the limitation set forth in this Section,
such excess shall be reduced as hereinafter provided in this Article.

     If  the  allocation  of  an  Annual  Addition  to a  Participant's  Account
coincides  with the  allocation  of an  annual  addition  to such  Participant's
account or accounts under one or more other qualified defined contribution plans
maintained by an Employer  and/or the allocation of a contribution  on behalf of
such  Participant  to one or more welfare  benefit  funds (as defined in Section
419(e) of the Code) or  individual  medical  benefit  accounts  (as  defined  in
Section 415(l)(2) of the Code) which, as hereinafter provided, are treated as an
annual addition to a defined  contribution plan and such allocations  exceed the
limitation  set forth in this  Section,  the excess  attributable  to this Plan,
which shall be reduced as hereinafter  provided in this Article,  shall be equal
to the product  determined by  multiplying  the total excess by a fraction,  the
numerator  of  which  is  the  Annual  Additions  previously  allocated  to  the
Participant's  Account within such  Limitation Year and the denominator of which
is the sum of the Annual  Additions  previously  allocated to the  Participant's
Account  within  such  Limitation  Year  and  the  annual  additions  previously
allocated  to the  Participant's  accounts  under such other  plans  within such
Limitation Year.

     The  limitation  set forth in this  Section  may be applied on the basis of
reasonable  estimates of  compensation  for the Limitation  Year,  provided such
estimates are uniformly determined for all Participants.  As soon as practicable
after the end of each  Limitation  Year, the limitation  shall be applied on the
basis of actual compensation.

     Notwithstanding  the  foregoing,  the  compensation  limitations of Section
7.1(b)  shall not apply to any  contribution  for medical  benefits  (within the
meaning of Section 401(h) or Section  419A(f)(2) of the Code) which is otherwise
treated as an Annual Addition under Section  415(h)(1) or Section  419A(d)(2) of
the Code.

     7.2  Limitation For Defined Contribution Plan and Defined Benefit Plan. 
If a Participant also participates or has participated in a qualified

<PAGE>


defined  benefit  plan  maintained  by an  Employer,  then  in  addition  to the
limitation  set  forth  in the  preceding  Section,  the  sum  of the  fractions
determined under subsections (a) and (b) below 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 the Employer and the denominator of which is the
lesser of (i) the dollar limitation in effect under Section  415(b)(1)(A) of the
Code for such year  multiplied  by 1.25,  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.

          For purposes of this subsection (a), "projected annual benefits" shall
mean the  annual  retirement  benefit  (adjusted  to an  actuarially  equivalent
straight  life  annuity,  if such  benefit is  expressed  in a form other than a
straight life  annuity,  or qualified  joint and survivor  annuity) to which the
Participant would be entitled under the terms of the plan, assuming:

               (i)  the Participant will continue employment until normal 
retirement age under the plan (or current age, if later); and

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

          Notwithstanding the foregoing,  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 the Employer which
were in existence on May 6, 1986, the  denominator of this fraction shall not be
less  than one  hundred  twenty-five  percent  (125%)  of the sum of the  annual
benefits which the  Participant  accrued under such plans as of the close of the
last Limitation Year beginning before January 1, 1987,  disregarding any changes
in the  terms  and  conditions  of the Plan  after May 5,  1986.  The  preceding
sentence applies only if the qualified defined benefit plans individually and in
the  aggregate  satisfied  the  requirements  of Section 415 of the Code 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,  maintained by an Employer) and the
contributions  on behalf of the  Participant  to all welfare  benefit  funds (as
defined in Section 419(e) of

<PAGE>


the Code) and  individual  medical  benefit  accounts  (as  defined  in  Section
415(l)(2) of the Code) maintained by an Employer which, as hereinafter provided,
are  treated  as  annual  additions  to a  defined  contribution  plan  and  the
denominator  of  which  is the  sum  of the  lesser  of  the  following  amounts
determined for the current  Limitation  Year and all prior  Limitation  Years in
which the Participant  performed service for the Employer (regardless of whether
a defined  contribution  plan was  maintained by the  Employer):  (i) the dollar
limitation  in  effect  under  Section  415(c)(1)(A)  of the Code for such  year
multiplied  by 1.25,  or (ii)  thirty-five  percent  (35%) of the  Participant's
compensation for such year.

          If an Employee was a participant as of the end of the first day of the
first  Limitation  Year  beginning  after  December  31,  1986,  in one or  more
qualified  defined  contribution  plans maintained by the 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
terms of this Plan. 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
Plan made after May 5, 1986, but using the Section 415 limitation  applicable to
the first Limitation Year beginning on or after January 1, 1987.

          The Annual Addition for any Limitation  Year beginning  before January
1, 1987,  shall not be recomputed to treat all employee  contributions as Annual
Additions.

          If the sum of said fractions for any Limitation  Year exceeds 1.0, the
Annual Additions allocated to the Participant's Account for such Limitation Year
shall be reduced, as hereinafter provided in this Article,  until the sum of the
fractions  does not  exceed  1.0 or the  rate of  accrual  of the  Participant's
accrued benefit under the defined benefit plan shall be reduced until the sum of
the fractions does not exceed 1.0.

      7.3  Combining and Aggregating Plans.  For purposes of applying the 
limitations described in this Article:

          (a) All qualified  defined  benefit plans (without regard to whether a
plan has been terminated) ever maintained by an Employer shall be treated as one
defined benefit plan; and

          (b) All  qualified  defined  contribution  plans  (without  regard  to
whether a plan has been  terminated)  ever  maintained  by an Employer  shall be
treated as one defined contribution plan.



<PAGE>


     7.4 Reduction of Excess Annual  Additions.  If, as a result of a reasonable
error in estimating a Participant's  annual  compensation (as defined in Section
7.5), a reasonable error in determining the amount of elective deferrals (within
the meaning of Section  402(g)(3)  of the Code) that may be made with respect to
any Participant under the limitations of Section 415 of the Code, or under other
limited facts and  circumstances  that the  Commissioner of the Internal Revenue
Service finds justify the  availability of the rules set forth below, the Annual
Additions   allocated  to  the  Account  of  any  Participant  would  cause  the
limitations  set  forth  in the  preceding  Sections  of  this  Article  for any
Limitation  Year to be exceeded,  the following  rules shall apply to the extent
necessary  to reduce such  excess,  and the excess  amounts  shall not be deemed
Annual Additions in such Limitation Year:

          (a)  Any  nondeductible  voluntary  employee  contributions  (and  the
earnings  thereon) to the extent they would reduce the excess  amount,  shall be
returned to the Participant;

          (b) Any Elective  Contributions  (and,  effective for Limitation Years
beginning  after  December  31, 1995,  the earnings  thereon) to the extent they
would reduce the excess amount, shall be returned to the Participant;

          (c) If after  the  application  of  subsections  (a) and (b) an excess
amount still exists and the Participant is covered by the Plan at the end of the
Limitation  Year, the excess amount allocated to the  Participant's  Account for
such year shall be used to reduce Employer Contributions for the next Limitation
Year  and  for  each  succeeding   Limitation  Year,  if  necessary,   for  such
Participant;

          (d) If after  the  application  of  subsections  (a) and (b) an excess
amount still exists and the Participant is not covered by the Plan at the end of
the Limitation  Year, the excess amount allocated to the  Participant's  Account
for such Limitation Year shall be held  unallocated in a suspense  account.  The
suspense  account  shall be applied  to reduce  Employer  Contributions  for all
remaining   Participants  in  the  next  Limitation  Year  and  each  succeeding
Limitation Year, if necessary.

     If a suspense  account is in existence at any time during a Limitation Year
pursuant to subsection  (d) of this  Section,  it shall not  participate  in the
allocation of the Investment  Funds' income,  expenses,  gains and losses.  If a
suspense  account is in  existence  at any time during a  particular  Limitation
Year, all amounts in the suspense  account must be allocated and  reallocated to
Participants'   Accounts   before  any   Employer   Contributions   or  employee
contributions  may be made to the Plan for that Limitation Year. For purposes of
subsections (c) and (d) excess amounts may not be distributed to Participants or
Former Participants.

     7.5  Definition of Compensation.  Except as hereinafter provided, for 
purposes of applying the limitations of this Article, the term

<PAGE>


"compensation"  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), 6051(a)(3) and 6052 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 an  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.

     For Limitation  Years  beginning  prior to January 1, 1998, for purposes of
applying the limitations of this Article,  "compensation"  for a Limitation Year
shall mean the  compensation  actually paid or includable in gross income during
such Limitation Year. Notwithstanding the preceding sentence "compensation" with
respect to a Participant  who is permanently  and totally  disabled  (within the
meaning of  Section  22(e)(3)  of the Code)  shall  mean the  compensation  such
Participant  would have received for the  Limitation  Year if he or she had been
paid at the rate in effect immediately  before becoming  permanently and totally
disabled;  provided, such imputed compensation may be taken into account only if
the Participant is not a Highly  Compensated  Employee and contributions made on
behalf of such Participant are nonforfeitable when made.

     Notwithstanding  the  foregoing to the  contrary,  for purposes of Sections
2.2, 2.41 and 10.3(b),  effective January 1, 1994, the annual  "compensation" of
any Employee in excess of One Hundred Fifty Thousand Dollars  ($150,000.00)  (or
such higher amount as the Secretary of the Treasury may prescribe)  shall not be
taken into account. In the event  "compensation" is determined based on a period
of time which  contains  fewer than  twelve  (12)  calendar  months,  the annual
compensation limit shall be an amount equal to the annual compensation limit for
the  Limitation  Year in which the period begins  multiplied by a fraction,  the
numerator of which is the number of full  calendar  months in the period and the
denominator of which is twelve (12). If  "compensation"  for a prior  Limitation
Year is taken into account for any Limitation Year, such  compensation  shall be
subject to the  annual  compensation  limit in effect for such prior  Limitation
Year.

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

          (a)  Excess Matching Contributions and Excess Elective Contributions 
shall be treated as Annual Additions;



<PAGE>


         (b) Amounts  derived  from  contributions  which are 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 defined in Section  419A(d)(3) of the Code) under a welfare benefit
fund (as  defined in Section  419(e) of the Code)  maintained  by the  Employer,
shall be treated as annual additions to a defined contribution plan; and

          (c)  Contributions  allocated  after March 31, 1984,  to an individual
medical benefit  account (as defined in Section  415(l)(2) of the Code) which is
part of a defined  benefit plan  maintained by the Employer  shall be treated as
annual additions to a defined contribution plan.

                              ARTICLE VIII
                         Accounts and Valuation

     8.1 Participant Accounts. The Administrative  Committee shall establish and
maintain a separate Account for each Participant which shall separately reflect:

          (a) The Participant's Elective Contributions and the income, expenses,
gains and  losses of the Trust  Fund  attributable  thereto  (such  portion of a
Participant's Account shall be referred to as his or her "Elective Contributions
Account");

           (b) The Participant's Matching Contributions, if any, and the income,
expenses,  gains and losses of the Trust Fund attributable thereto (such portion
of a  Participant's  Account  shall  be  referred  to as his  or  her  "Matching
Contributions Account");

          (c) the Participant's  share of Discretionary  Contributions,  if any,
and the  income,  expenses,  gains and  losses of the  Trust  Fund  attributable
thereto (such portion of a Participant's  Account shall be referred to as his or
her "Discretionary Contributions Account");

          (d) The Participant's Rollover Contributions and the income, expenses,
gains and  losses of the Trust  Fund  attributable  thereto  (such  portion of a
Participant's Account shall be referred to as his or her "Rollover Contributions
Account"); and

          (e) The assets  transferred  from another  qualified plan on behalf of
the Participant in accordance with Section 4.10 or Article XVIII and the income,
expenses,  gains and losses of the Trust Fund attributable thereto (such portion
of a  Participant's  Account  shall  be  referred  to as his  or  her  "Transfer
Account").

     8.2 Adjustments.  The Trustee shall adjust the Participants' Accounts as of
each Valuation Date as follows:

<PAGE>


          (a) First, determine the net fair market value of each Investment Fund
as of the close of business on such date.

          (b) Second,  allocate the income,  expenses,  gains and losses of each
Investment Fund among the Accounts in proportion to the Account balances (to the
extent invested in such fund) as of the preceding Valuation Date.

          (c) Third,  reduce the separate Account of each Participant to reflect
distributions,  loans and withdrawals made from such Account since the preceding
Valuation Date.

          (d) Fourth,  credit each Participant's  Account with the contributions
made on his or her behalf, the assets transferred from another qualified plan in
accordance  with  Section  4.10 or Article  XVIII,  and the  Participant's  loan
repayments since the preceding Valuation Date.

          (e) Fifth,  adjust  each  Participant's  Account to reflect  transfers
among the Investment Funds.

          (f)  Notwithstanding  the foregoing  provisions of this Section to the
contrary,   the   Administrative   Committee   may  debit  in  a   uniform   and
nondiscriminatory manner the Account of any Participant or Former Participant as
of any Valuation Date in the amount of any reasonable  expense  attributable  to
such Participant's or Former  Participant's  exercise of control over his or her
Account since the preceding  Valuation Date. The Administrative  Committee shall
establish,  in writing,  reasonable procedures to inform Participants and Former
Participants  that such  expenses may be charged to their  Accounts  pursuant to
this Section 8.2(f),  to inform each Participant or Former  Participant at least
annually of the actual expenses incurred with respect to his or her Account, and
to otherwise carry out this subsection.  A Participant's or Former Participant's
"exercise of control over his or her Account"  shall  include but not be limited
to the following:

               (i)  a request for a loan pursuant to Section 9.11;

               (ii)  a request for a hardship withdrawal distribution pursuant 
to Section 9.12; and

               (iii) an investment direction pursuant to Section 11.4 or Section
11.5.

     8.3 Allocation of Elective  Contributions and Matching  Contributions.  Any
Elective   Contributions  and  Matching   Contributions  made  on  behalf  of  a
Participant  shall be allocated to his or her Account as of the  Valuation  Date
coinciding  with or next  following  the date on which  such  contributions  are
received by the Trustee;  provided,  however,  that any such  contributions made
after a Valuation Date that are attributable to the period ending with such date
shall be allocated as of such date.

<PAGE>


     8.4  Allocation of  Discretionary  Contributions.  As of the last Valuation
Date  of  each  Plan  Year,  the  Trustee  shall   allocate  the   Discretionary
Contribution,  if any,  for  such  Plan  Year to the  separate  Accounts  of the
Eligible  Employees  entitled to share therein in proportion to their respective
amounts  of  compensation  for such Plan Year.  For  purposes  of this  Section,
"compensation"  shall have the meaning given such term in Section  2.11,  except
that it shall include  compensation paid for services rendered while an Eligible
Employee;  provided,  however,  compensation  paid for services rendered while a
Contract Employee shall not be taken into account.

     8.5 Eligible Employees Entitled to Share in Discretionary Contributions. An
Eligible Employee shall be entitled to share in the  Discretionary  Contribution
for a Plan  Year  (i) if,  in the  case of an  hourly  Employee,  other  than an
Employee who is employed as a driver,  he or she is credited with at least eight
hundred and seventy (870) or more Hours of Service during such Plan Year, or, in
the case of a salaried or salaried  nonexempt  Employee,  or an Employee  who is
employed as a driver,  he or she is credited with at least one thousand  (1,000)
Hours of Service during such Plan Year,  remains in the employ of an Employer on
the last business day of such Plan Year, and is not a Contract  Employee on such
date, or (ii) if he or she dies, retires after having attained Normal Retirement
Age or retires on account of Disability  during such Plan Year;  provided at the
time of such retirement or death he or she is not a Contract Employee.

     In the event application of the preceding  sentence would cause the Plan to
fail to satisfy  the  requirements  of  Section  410(b) of the Code for any Plan
Year, the following provisions shall apply:

          (a)  An  Eligible   Employee   shall  be  entitled  to  share  in  the
Discretionary  Contribution  for a Plan  Year (i) if,  in the case of an  hourly
Employee,  other than an  Employee  who is  employed  as a driver,  he or she is
credited  with more than four  hundred  and  thirty-five  (435) Hours of Service
during  such Plan Year,  or, in the case of a  salaried  or  salaried  nonexempt
Employee, or an Employee who is employed as a driver, he or she is credited with
more than five hundred (500) Hours of Service during such Plan Year,  remains in
the employ of an Employer on the last business day of such Plan Year, and is not
a Contract  Employee  on such  date,  or (ii) if he or she dies,  retires  after
having attained Normal Retirement Age or retires on account of Disability during
such Plan Year;  provided at the time of such  retirement  or death he or she is
not a Contract Employee.

          (b) If after  applying  subsection  (a) above the Plan  would  fail to
satisfy the  requirements  of Section  410(b) of the Code, an Eligible  Employee
shall be entitled to share in the Discretionary  Contribution for a Plan Year if
he or she remains in the employ of an Employer on the last  business day of such
Plan Year and is not a Contract  Employee  on such date,  without  regard to the
number of Hours of Service  credited  during  such  year,  or if he or she dies,
retires after having attained Normal Retirement Age or retires

<PAGE>


on account of  Disability  during  such Plan Year;  provided at the time of such
retirement or death he or she is not a Contract Employee.

          (c) If after applying subsections (a) and (b) of this Section the Plan
would  fail to  satisfy  the  requirements  of  Section  410(b) of the Code,  an
Eligible Employee shall be entitled to share in the  Discretionary  Contribution
for a Plan  Year  (i) if,  in the  case of an  hourly  Employee,  other  than an
Employee who is employed as a driver,  he or she is credited with more than four
hundred and thirty-five (435) Hours of Service during such Plan Year, or, in the
case of a  salaried  or  salaried  nonexempt  Employee,  or an  Employee  who is
employed as a driver,  he or she is credited  with more than five hundred  (500)
Hours  of  Service  during  such  Plan  Year,  and is not a  Contract  Employee,
regardless of whether he or she remains in the employ of an Employer on the last
business  day of such  year;  or (ii) if he or she dies,  retires  after  having
attained Normal  Retirement Age or retires on account of Disability  during such
Plan Year;  provided at the time of such  retirement or death he or she is not a
Contract Employee.

     8.6 Allocation of Rollover Contributions and Asset Transfers.  Any Rollover
Contribution  and any direct  transfer of plan assets in accordance with Section
4.10 or Article XVIII made on behalf of an Employee shall be allocated to his or
her Account as of the Valuation Date  coinciding with or next following the date
such contribution or transfer is received by the Trustee.

     8.7 Reports to Participants.  The Administrative  Committee shall, at least
annually,  determine each Participant's share of the Trust Fund and furnish each
Participant with a statement summarizing his or her Account.

                              ARTICLE IX
                   Distribution, Loans and Withdrawals

     9.1 Retirement. When a Participant attains Normal Retirement Age, he or she
shall  have a fully  vested  and  nonforfeitable  right  to his or her  Account.
Following retirement,  such Participant shall receive distribution of his or her
Account in such manner and at such time as hereinafter provided.

     9.2 Disability.  If a Participant retires on account of a Disability,  such
Participant  shall have a fully  vested and  nonforfeitable  right to his or her
Account.  Such Participant  shall receive  distribution of his or her Account in
such manner and at such time as hereinafter provided.

     9.3 Termination of Employment. If a Participant ceases to be employed by an
Employer or a Related Employer and is no longer employed by any of them prior to
attaining  Normal  Retirement Age for any reason other than Disability or death,
such Participant shall receive  distribution of the vested portion of his or her
Account in such manner and at such time as

<PAGE>


hereinafter provided.  The vested portion of such Participant's Account shall be
equal to the sum of the following:

          (a)  Such  Participant's  Elective  Contributions  Account,   Rollover
Contributions  Account,  and the portion of his or her Transfer Account that was
fully vested and nonforfeitable as of the date of transfer;

          (b)  Such  Participant's  vested  percentage  of his  or her  Matching
Contributions  Account and  Discretionary  Contributions  Account  determined in
accordance with the following schedule:

          Number of Participant's
          Years of Vesting Service      Vested Percentage

          Less than 5                         0%
          5 or more                          100%

     ; and

          (c)  Such  Participant's  vested  percentage  of his  or her  Transfer
Account determined in accordance with Section 4.10.

     Notwithstanding  the foregoing  provisions of this Section to the contrary,
each Participant shall have a full vested and nonforfeitable right to his or her
Account balance as of December 31, 1997 (plus the earnings thereon),  except for
the portion of such Account balance, if any, which is attributable to a Transfer
Account  balance and which was not fully vested.  The vested  percentage of such
Transfer  Account  balance shall be determined in accordance with subsection (c)
above.

     Notwithstanding  the foregoing  provisions of this Section to the contrary,
each Participant who is a Contract  Employee and each other  Participant  (other
than  a  Participant  who  was  first  employed  by  the  Company  or one of its
subsidiaries  in its  Southeast  Division)  who has completed at least three (3)
Years of Vesting Service as of December 31, 1997,  shall have a fully vested and
nonforfeitable right to his or her Account at all times.

     9.4  Forfeitures.  If a Participant  is not vested in any portion of his or
her Matching  Contributions  Account,  Discretionary  Contributions Account, and
matching contributions and discretionary contributions sub-accounts under his or
her Transfer  Account at the time he or she ceases to be employed by an Employer
or a Related  Employer and is no longer  employed by any of them, the balance of
such  accounts  and  sub-accounts  shall be  forfeited  as of the date he or she
ceases to be  employed by an  Employer  or a Related  Employer  and is no longer
employed by any of them. If such Participant is reemployed by an Employer or any
Related Employer prior to incurring five (5) consecutive Breaks in Service,  the
balance   of  his  or  her   Matching   Contributions   Account,   Discretionary
Contributions Account and

<PAGE>


matching contributions and discretionary contributions sub-accounts under his or
her Transfer  Account as of the Valuation Date coinciding with or next following
the date he or she ceased to be employed shall be restored.

     Restoration  shall be made by the end of the Plan Year  following  the Plan
Year in which the  Participant  is  reemployed  by an  Employer  or any  Related
Employer.  Restoration  shall first be made out of forfeitures and to the extent
forfeitures are insufficient, then out of Employer Contributions.

     The amounts  forfeited  by  Participants  in any Plan Year shall be used to
make restoration in accordance with this Section and, to the extent  forfeitures
exceed  the  amounts   required  to  make   restoration,   to  reduce   Employer
Contributions.  The amount, if any, by which forfeitures occurring during a Plan
Year exceed the sum of the amounts  required to make  restoration and the amount
required to be  contributed  by an Employer for such Plan Year shall be credited
to an  excess  forfeiture  account,  which  shall be  adjusted  for the  income,
expenses,  gains and losses attributable thereto in the same manner provided for
adjustment of Accounts.  On the Valuation Date  coinciding  with the last day of
the next succeeding Plan Year, the excess forfeiture account shall be closed and
treated as a forfeiture  occurring in such Plan Year.  This  procedure  shall be
repeated  for each Plan Year in which  forfeitures  occurring  during  such year
exceed  the sum of the  amount  required  to  make  restoration  and the  amount
required to be contributed by an Employer for such year,  subject,  however,  to
such modification as may be required by the Section governing termination of the
Plan.

     9.5 Distributions to Participants. Effective January 1, 1998, and except as
hereinafter provided,  the vested portion of each Participant's Account shall be
distributed in a lump sum.  Subject to the  provisions of subsections  (c), (d),
(e), (f) and (g) below, a Participant  may elect to receive  distribution of the
vested portion of his or her Account as of any Valuation Date which occurs:

          (a)  after the date he or she ceases to be employed by an Employer or
a Related Employer and is no longer employed by any of them;

          (b)  after any of the following events:

               (i) the  termination of the Plan by the  Participant's  Employer,
without the  establishment or maintenance of another defined  contribution  plan
(other than an employee stock ownership plan as defined in Section 4975(e)(7) of
the Code);

               (ii) the sale or other disposition by an Employer to an unrelated
corporation  of  substantially  all of the assets (within the meaning of Section
409(d)(2)  of the Code)  used by such  Employer  in a trade or  business  of the
Employer, if the Participant continues employment with the corporation acquiring
such assets; or

<PAGE>


               (iii)  the  sale or  other  disposition  by an  Employer  of such
Employer's  interest in a subsidiary (within the meaning of Section 409(d)(3) of
the Code), to an unrelated entity if the Participant  continues  employment with
such subsidiary.

The  Participant's  Account shall be valued as of the first Valuation Date which
is  administratively  practicable  following  receipt  of such  election  by the
Administrative  Committee or the Valuation Date  specified in said election,  if
later,  and  distribution  shall  be made in a lump  sum as soon as  practicable
thereafter.  An  election  pursuant  to this  Section  9.5 shall be made by such
written,   telephonic  or   electronic   means  as  may  be  prescribed  by  the
Administrative Committee.

          (c)  Notwithstanding  the foregoing  provisions of this Section to the
contrary, if the value of the vested portion of a Participant's Account does not
exceed the  applicable  cash-out  amount as of the Valuation  Date following the
date he or she ceases to be employed by an Employer or a Related Employer and is
no longer  employed by any of them (and did not exceed the  applicable  cash-out
amount, as of the date of any prior  distribution),  his or her Account shall be
distributed in a lump sum as soon as practicable  after such Valuation Date. For
purposes of this subsection (a), the  "applicable  cash-out  amount" means Three
Thousand  Five Hundred  Dollars  ($3,500.00)  before  January 1, 1998,  and Five
Thousand Dollars ($5,000.00) on or after January 1, 1998.

          (d)  Notwithstanding  the foregoing  provisions of this Section to the
contrary,  distribution  to a  Participant  shall  be made  not  later  than the
sixtieth  (60th)  day after the later of the close of the Plan Year in which the
Participant attains the Normal Retirement Age or in which the Participant ceases
to be employed by an Employer or a Related Employer and is no longer employed by
any of them.

          (e)  Notwithstanding  the foregoing  provisions of this Section to the
contrary, a Participant may elect to receive or commence receiving  distribution
of the vested portion of his or her Transfer Account balance,  if any, which was
allocated to such  Participant's  account under the Hannaford  Southeast Savings
and  Investment  Plan as of June 30,  1995,  at such time and in such  manner as
provided in Exhibit A to this Plan; provided, however, this subsection (e) shall
not apply if such vested  portion  does not exceed Three  Thousand  Five Hundred
Dollars  ($3,500.00)  as of such date (and did not exceed  Three  Thousand  Five
Hundred Dollars ($3,500.00) as of the date of any prior distribution).

          (f)  Notwithstanding  the foregoing  provisions of this Section to the
contrary, effective January 1, 1997:

               (i)  distribution of the Account of a Participant who is not a 
Five Percent Owner shall be made not later than April 1 of the calendar

<PAGE>


year following the later of the calendar year in which the  Participant  attains
age seventy and one-half  (70-1/2) or the calendar year in which the Participant
retires; and

               (ii)  distribution  of the Account of a Participant who is a Five
Percent  Owner shall be made 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).

          For purposes of this  subsection  (f) and  subsections  (g) and (h), a
Five Percent  Owner shall mean a  Participant  who is a Five Percent  Owner with
respect to the Plan Year ending with or within the  calendar  year in which such
Participant attains age seventy and one-half (70-1/2).

          (g) Notwithstanding the foregoing  provisions of subsection (f) to the
contrary,  and in accordance with Treas. Reg. ' 1.411(d)-4 Q&A-10, a Participant
who is not a Five Percent Owner,  who attains age seventy and one-half  (70-1/2)
before  January 1, 1999,  and who first became a Participant  before  January 1,
1999,  may elect to receive  not later  than  April 1,  1999,  his or her vested
Account balance as of December 31, 1998. An election pursuant to this subsection
(g) shall be made at such time and in such manner as provided in Section 9.6.

          (h)  Notwithstanding  the foregoing  provisions of subsections (f) and
(g) to the contrary,  a Participant  who is not a Five Percent Owner and who had
commenced  receiving  distribution  of his  or her  vested  Account  balance  in
accordance  with  Section  401(a)(9)  of the Code prior to its  amendment by the
Small  Business Job  Protection Act of 1996,  shall  continue  receiving  annual
installments  of the minimum amount  determined in accordance  with Section 9.7.
Such Participant shall receive a lump sum distribution of his or her Account not
later  than  sixty (60) days after the close of the Plan Year in which he or she
ceases to be  employed by an  Employer  or a Related  Employer  and is no longer
employed by any of them.

     9.6 Age 70-1/2 In-Service  Distributions.  Each Participant who is required
to receive a  distribution  pursuant to Section  9.5(f)(ii) and who continues in
the employ of an Employer or a Related  Employer,  and each  Participant to whom
Section  9.5(g)  applies  and who  continues  in the employ of an  Employer or a
Related Employer, may elect, in lieu of receiving a lump sum distribution of his
or her Account,  to receive annual installments of the minimum amount determined
in accordance  with Section 9.7. Such annual  installments  shall be paid over a
period not to exceed the life  expectancy of the  Participant  or the joint life
and last survivor expectancy of the Participant and his or her spouse; provided,
such  distribution must be made over a period such that the present value of the
payments to be made to the Participant  must be greater than fifty percent (50%)
of the  present  value of the  payments  to be made to the  Participant  and the
Participant's  spouse  determined  as of the date the  Participant  ceases to be
employed by an Employer or a Related  Employer and is no longer  employed by any
of them.

<PAGE>


The first two  installments  under this Section may be paid in the calendar year
following  the calendar  year in which the  Participant  attains age seventy and
one-half  (70-1/2);  thereafter,  one installment shall be paid in each calendar
year.

     For purposes of this  Section,  and with respect to a  Participant  to whom
Section 9.5(g) applies, the term "Account" shall mean the Participant=s  Account
balance as of December 31, 1998.

     An election shall be made by such written,  electronic or telephonic  means
as may be  prescribed by the  Administrative  Committee and must be delivered to
the  Administrative  Committee  at least thirty (30) days in advance of the date
distribution is required to commence pursuant to Section 9.5(f)(ii) or 9.5(g).

     9.7 Minimum  Amounts to be  Distributed to  Participants.  The amount to be
distributed each year to a Participant pursuant to Section 9.5(f)(ii), beginning
in the calendar year  following the calendar year in which he or she attains age
seventy and one-half  (70-1/2),  shall not be less than the quotient obtained by
dividing the Participant's  Account balance at the beginning of such year by the
life  expectancy  of the  Participant  (or the  joint  life  and  last  survivor
expectancy  of the  Participant  and  his or her  spouse)  determined  as of the
beginning of such year and reduced by one (1) for each year thereafter.

     The  amount  to be  distributed  each  year to a  Participant  who makes an
election pursuant to Section 9.5(g),  beginning in the 1999 Plan Year, shall not
be less than the quotient obtained by dividing the Participant=s Account balance
as of December 31, 1998, by the life expectancy of the Participant (or the joint
life and last  survivor  expectancy  of the  Participant  and his or her spouse)
determined  as of  January  1,  1999,  and  reduced  by one  (1) for  each  year
thereafter.

     Notwithstanding the above, if the Participant (or his or her spouse, in the
event the Participant dies before  distribution of his or her Account is made or
commences) so elects prior to the time  distribution is to commence  pursuant to
Section 9.5(f)(ii),  9.5(g) or 9.8, the applicable life expectancy or joint life
and last survivor  expectancy shall be recalculated  pursuant to the regulations
under Section 401(a)(9) of the Code. Such election shall be irrevocable.  In the
absence of such election,  life expectancy shall not be  recalculated.  The life
expectancy of a nonspouse Beneficiary may not be recalculated.

     Distribution shall be made in accordance with the regulations under Section
401(a)(9) of the Code, including Regulation 1.401(a)(9)-2,  which shall override
any distribution options in the Plan inconsistent therewith.



<PAGE>


     9.8 Distributions to Surviving Spouses and Beneficiaries. Upon the death of
a Participant,  the balance of the Participant's Account shall be distributed to
his or her surviving  spouse or, if the  Participant is not survived by a spouse
or the Participant's surviving spouse consents, to the Participant's  designated
Beneficiary.  To be effective, the consent of the Participant's surviving spouse
must be in writing, must acknowledge the effect thereof and must be witnessed by
a notary public. Notwithstanding the foregoing to the contrary, if a Participant
is legally  separated and has a court order to that effect,  no spousal  consent
shall be required to designate a nonspouse Beneficiary.

     The Participant=s  surviving spouse or Beneficiary may elect to receive the
Participant=s  Account as of any  Valuation  Date which occurs after the date of
the  Participant=s  death. The  Participant's  Account shall be valued as of the
first Valuation Date which is administratively  practicable following receipt of
such election by the Administrative Committee or the Valuation Date specified in
said election, if later, and distribution shall be made in a lump sum as soon as
practicable   thereafter;   provided,  in  no  event  shall  distribution  of  a
Participant=s  Account be made later than December 31 of the calendar year which
contains the fifth (5th) anniversary of the date of the Participant=s death.

     Subject to the preceding provisions of this Section,  each Participant from
time to time, by completing and signing a form  furnished by the  Administrative
Committee,   may  designate  any  person  or  persons  (who  may  be  designated
concurrently, contingently or successively) to receive any benefits payable upon
his  or  her  death.  Each  beneficiary   designation  shall  revoke  all  prior
designations  by the  Participant  and shall be  effective  only  when  filed in
writing with the Administrative  Committee during the Participant's lifetime. If
a Participant  fails to designate a Beneficiary,  distribution  shall be made to
his or her surviving spouse, but if the Participant is not survived by a spouse,
to such of the  Participant's  issue who survive him or her,  such issue to take
per stirpes,  but if the  Participant  is not survived by a spouse or any issue,
then to the Participant's  estate. If a designated  Beneficiary does not survive
the Participant and no successor  Beneficiary has been designated,  distribution
shall be made to the Participant's estate.

     Notwithstanding the foregoing provisions of this Section to the contrary, a
surviving  spouse  or  Beneficiary  may  elect to  receive  or  begin  receiving
distribution of the portion of the  Participant's  Transfer Account balance,  if
any,  which was  allocated to such  Participant's  account  under the  Hannaford
Southeast  Savings and Investment  Plan as of June 30, 1995, at such time and in
such  manner as  provided  in Exhibit A to this Plan;  provided,  however,  this
paragraph  shall not apply if such portion does not exceed Three  Thousand  Five
Hundred  Dollars  ($3,500.00) as of such date (and did not exceed Three Thousand
Five Hundred Dollars ($3,500.00) as of the date of any prior distribution).

<PAGE>


     9.9  Distribution to Alternate Payee. In the event that all or a portion of
a  Participant's  Account is immediately  distributable  to an alternate  payee,
pursuant to a qualified domestic  relations order, the Administrative  Committee
shall  distribute the amount  payable to such  alternate  payee in a lump sum as
soon as practicable after determining that such order is qualified in accordance
with Article XVI. Except as otherwise  provided in the domestic relations order,
such  distribution  shall  be made  as of the  first  Valuation  Date  which  is
administratively  practicable  following the date that it is determined that the
order is qualified.  If the amount to be  distributed  in  accordance  with this
Section exceeds Three Thousand Five Hundred Dollars  ($3,500.00)  (Five Thousand
Dollars  ($5,000.00),  effective January 1, 1998), no distribution shall be made
without the consent of the alternate  payee.  Such consent shall be made by such
written,   telephonic  or   electronic   means  as  may  be  prescribed  by  the
Administrative Committee.

     In the event that all or a portion of a Participant's Account is payable to
an alternate payee pursuant to a qualified  domestic relations order, but is not
immediately  distributable under such order, the Administrative  Committee shall
direct the Trustee to establish a separate account within the meaning of Section
16.5(b)  on  behalf  of  the  alternate  payee  as  soon  as  practicable  after
determining  that such order is  qualified in  accordance  with Article XVI. The
Administrative  Committee shall  distribute the amount payable from such account
to such  alternate  payee in a lump sum at such time as is provided by the terms
of such order.  Distribution of a separate  account pursuant to this Section 9.9
may be made prior to the Participant's  "earliest  retirement age" as defined in
Section 16.7.

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

          (a)  directly to such minor or incompetent person; or

          (b) to a legal or natural guardian or other relative of such minor, or
to the legal guardian or conservator of such incompetent  person or to any adult
person with whom such incompetent person temporarily or permanently resides.

     The  receipt by such  minor,  incompetent  person,  guardian,  conservator,
relative or other  person  shall be a complete  discharge  of the  Trustee,  the
Administrative Committee, and the Trust Fund, and the Trustee and Administrative
Committee shall be without any  responsibility  to see to the application of any
such distributions.

<PAGE>


     9.11 Loans. The  Administrative  Committee may direct the Trustee to make a
loan  or  loans  from  the  vested  portion  of  a  Participant's  Account  to a
Participant  or  Beneficiary  who is a "party in interest" as defined in Section
3(14) of ERISA, subject to the following:

          (a)  An  application  for a  loan  shall  be  made  by  such  written,
telephonic  or electronic  means as shall be  prescribed  by the  Administrative
Committee.  The application shall contain such information as the Administrative
Committee may reasonably request.

          (b) The amount of each loan shall be determined  with reference to the
fair market value of the  Participant's  Account as of the most recent Valuation
Date for which valuation data has been received by the Administrative Committee.

          (c) No loan shall be made in an amount less than Five Hundred  Dollars
($500.00).

          (d) Any loan  made on or after  January  1,  1987,  when  added to the
balance of all other outstanding  loans with respect to a Participant's  Account
from the Plan, shall not exceed the lesser of:

               (i) Fifty Thousand Dollars  ($50,000.00),  reduced by the excess,
if any, of:

                    (aa) the  Participant's  highest  outstanding  loan  balance
under the Plan for the one (1) year period ending on the day before such loan is
made, over

                    (bb)  the Participant's loan balance under the Plan on the 
day such loan is made, or

               (ii) Fifty percent (50%) of the Participant's  vested interest in
his or her Account.

          The total of the unpaid balances of all loans  (including  accrued but
unpaid interest) made with respect to a Participant's Account under the Plan and
all other qualified retirement plans maintained by his or her Employer shall not
exceed the maximum amount which may be loaned in accordance with the limitations
of Section 72(p) of the Code.

          (e) Each  loan  shall be  evidenced  by a  promissory  note  bearing a
reasonable rate of interest as determined by the Administrative Committee taking
into consideration  interest rates currently being charged by commercial lenders
for loans made under similar  circumstances,  and shall be adequately secured in
such manner as the Administrative Committee may determine. Collateral for a loan
may consist of an assignment of not more

<PAGE>


than  fifty  percent  (50%) of a  Participant's  vested  interest  in his or her
Account. In the event of default on a loan, the Administrative  Committee shall,
after giving the Participant or Beneficiary written notice of the default and an
opportunity to cure the default,  in accordance with the terms and conditions of
such loan,  foreclose upon the collateral to the extent necessary to satisfy the
Participant's  obligation.  If the collateral for such loan is the Participant's
vested interest in his or her Account,  such  foreclosure may not occur prior to
the Participant's termination of employment.

          (f) Each loan shall be made for such term and,  subject to  subsection
(e) above, upon such terms and conditions as the Administrative  Committee shall
determine;  provided that substantially  level  amortization,  with payments not
less  frequently  than  quarterly,  shall be required over the term of such loan
(except  with  respect  to any  period,  not to exceed  one (1)  year,  that the
Participant is on a leave of absence, as provided in the written  administrative
procedures  established pursuant to Section 9.11(l)),  and further provided that
the term shall not exceed five (5) years.

          (g) Each loan shall be treated and accounted for as an investment of a
Participant's Account. The Trustee shall establish a loan fund to which it shall
transfer  the amount of each loan from the other  Investment  Funds in which the
Participant's  Account is invested in proportion to the amounts invested in such
funds as of the date such loan is made.  Amounts of principal  and interest paid
on any loan shall be transferred  from the loan fund to the Investment  Funds in
accordance with the Participant's  investment  election in effect at the time of
payment.

          (h) For purposes of this  Section  9.11,  the  Rollover  Contributions
Account  of any  Participant  shall  be  deemed  part  of  his  or her  Elective
Contributions Account.

          (i) No distribution  (other than a deemed  distribution  under Section
72(p) of the Code) shall be made to any Participant or Former  Participant or to
a  Beneficiary  of any  Participant  until all unpaid  loans with respect to the
Participant's  Account,  including accrued interest  thereon,  have been paid in
full.  Notwithstanding  the preceding  sentence to the contrary,  in the event a
Participant or Beneficiary  receives or commences to receive distribution of his
or her  Account  pursuant  to  Section  9.5 or  9.8,  and at the  time  of  such
distribution  there remains  outstanding any unpaid loans with respect to his or
her Account, then

               (i) the  Account  of the  Participant  or  Beneficiary  shall  be
reduced  prior to any such  distribution  by the  amount  of the  principal  and
accrued interest outstanding on such loan;

               (ii) the loan  shall be  deemed to be paid in full as of the date
the distribution is made or commences; and

<PAGE>


               (iii)  such  Participant  or  Beneficiary  shall  be  treated  as
receiving or commencing to receive a distribution of his or her entire Account.

          (j) The Administrative Committee shall suspend the obligation to repay
any loan made to a  Participant  pursuant  to this  Section  9.11 for any period
during which such Participant is performing service in the "uniformed  services"
(as  defined in  USERRA),  whether or not such  service is  "qualified  military
service"  within the meaning of Section  4.8, and such  suspension  shall not be
taken into account for purposes of Sections 72(p),  401(a), or 4975(d)(1) of the
Code.

          (k)  The   Administrative   Committee   shall  follow  a  uniform  and
nondiscriminatory  policy in making loans to assure that loans are  available to
all Participants and Beneficiaries who are "parties in interest" on a reasonably
equivalent basis as required under 29 C.F.R.  Section 2550.408b-1 and to further
assure that the Plan meets the requirements of Section 401(a)(4) of the Code.

          (l)  The  Administrative   Committee  shall  establish,   in  writing,
administrative procedures to carry out the provisions of this Section 9.11.

     9.12  Hardship  Withdrawals.  The  Administrative  Committee may direct the
Trustee to make a hardship  withdrawal  distribution  to a Participant or Former
Participant  from  his or her  Elective  Contributions  Account  subject  to the
following:

          (a)  Each  request  for a  hardship  withdrawal  shall be made by such
written,   telephonic  or   electronic   means  as  may  be  prescribed  by  the
Administrative  Committee.  The  request  shall  specify  the  reason  for  such
withdrawal and shall include such other  information  and  documentation  as the
Administrative Committee may request.

          (b) A  hardship  withdrawal  shall  be made  only in cash  and may not
exceed the sum of the Elective Contributions (and income allocable thereto as of
December 31, 1988) allocated to the Participant's Account.

          (c) A hardship  withdrawal shall be permitted only if the distribution
is on account of an immediate and heavy financial need of the Participant and is
necessary to satisfy such financial need.

               (i) A financial  need may qualify as immediate  and heavy without
regard to whether  such need was  foreseeable  or  voluntarily  incurred  by the
Participant. The following shall be deemed immediate and heavy financial needs:

                    (aa) Payment of medical expenses described in Section 213(d)
of the  Code  previously  incurred  by the  Participant,  his or her  spouse  or
dependent (within the meaning of Section 152 of the Code) or payment

<PAGE>


necessary for such persons to obtain medical care described in Section 213(d) 
of the Code;

                    (bb)  Costs directly related to the purchase (excluding 
mortgage payments) of a principal residence of the Participant;

                    (cc) Payment of tuition,  related  educational fees and room
and board expenses for the next twelve (12) months of  post-secondary  education
for the  Participant,  his or her spouse or  dependent  (within  the  meaning of
Section 152 of the Code); and

                    (dd) Payment to prevent eviction of the Participant from his
or her principal  residence or foreclosure on the mortgage of the  Participant's
principal residence.

     The above list of deemed  immediate and heavy  financial needs shall not be
exclusive, and other needs may qualify as immediate and heavy financial needs.

               (ii) A  distribution  shall be treated as necessary to satisfy an
immediate and heavy  financial  need of the  Participant  only to the extent the
amount of such distribution is not reasonably  available to the Participant from
other  resources.  The  Administrative  Committee  may  reasonably  rely  on the
Participant's  representations that the need cannot be relieved by insurance, by
reasonable  liquidation  of the  Participant's  assets,  by  termination  of the
Participant's Deferral Election or by other distributions or loans from the Plan
or from commercial lenders. A Participant's resources shall be deemed to include
those  assets  of his or her  spouse  and  minor  children  that are  reasonably
available to the Participant.

               (iii) The amount of an  immediate  and heavy  financial  need may
include any amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution.

          (d) Withdrawals shall be charged against the Investment Funds in which
the withdrawing  Participant's  Account is invested in proportion to the amounts
invested in such funds as of the date such withdrawal is made.

          (e) A request for a hardship  distribution shall be treated as a claim
for benefits under Article XIV. A hardship  withdrawal  shall be made as soon as
practicable following approval of the request by the Administrative Committee.

          (f) The Administrative Committee may from time to time establish rules
governing  withdrawals,  including  withdrawal  minimums and the extent to which
withdrawals  shall be limited because of Plan loans. Such rules shall be applied
on a uniform and nondiscriminatory basis.

<PAGE>


     9.13 Form of Distribution. Distribution of a Participant's Account shall be
made in  cash.  However,  a  Participant  (or  his or her  surviving  spouse  or
designated Beneficiary,  in the event of the Participant=s death) may elect that
distribution  of that  portion of his or her  Account  which is  invested in the
Company  Stock  Fund be  distributed  in whole  shares of  Company  Stock.  Such
election shall be made by such written,  telephonic or electronic  means, and at
such time, as shall be prescribed by the Administrative Committee.

     9.14  Direct Rollovers.

          (a) A  Participant  who is entitled  to receive an  eligible  rollover
distribution may elect to have such  distribution (or a portion thereof not less
than Five Hundred  Dollars  ($500.00))  made directly to an eligible  retirement
plan ("direct rollover election").

          An  alternate  payee who is entitled  to receive an eligible  rollover
distribution  pursuant to a qualified domestic relations order under Article XVI
and who is the  spouse  or a former  spouse of a  Participant  may make a direct
rollover election as if such alternate payee were the Participant.

          A surviving  spouse who is  entitled  to receive an eligible  rollover
distribution  by reason of the  Participant's  death may make a direct  rollover
election;  provided that such  election is restricted to an eligible  retirement
plan that is 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.

          (b) No earlier  than  ninety  (90) days and no later than  thirty (30)
days before an eligible rollover  distribution is to be made, the Administrative
Committee shall provide the Participant,  alternate payee, or surviving  spouse,
as the case may be, with a written explanation of -

               (i)  the rules under which he or she may make a direct rollover 
election;

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

               (iii) 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;

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

<PAGE>


               (v) the Plan provisions  under which a direct  rollover  election
with respect to one payment in a series of periodic  payments  will apply to all
subsequent payments until such election is changed.

          Notwithstanding the foregoing to the contrary, if an eligible rollover
distribution is one of a series of periodic payments,  the explanation  required
by this subsection shall be provided annually as long as such payments continue.

          (c) A direct  rollover  election  shall be made in such  manner and at
such time as the Administrative Committee shall prescribe, and shall include:

               (i)  the name of the eligible retirement plan;

               (ii)  a statement that such plan is an eligible retirement plan; 
and

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

          An election to make a direct rollover with respect to one payment in a
series of periodic payments 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.

          (d) Notwithstanding  subsection (b) to the contrary,  if an individual
after   receiving  the  written   explanation   required  by   subsection   (b),
affirmatively elects to make or not 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 Administrative  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.

          (e) As used in this  Section,  the  following  terms  shall  have  the
following meanings:

               (i)  "Eligible Retirement Plan" shall mean

                    (aa)  an individual retirement account, described in Section
 408(a) of the Code;

                    (bb)  an individual retirement annuity described in Section 
408(b) of the Code (other than an endowment contract);

                    (cc) 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

<PAGE>


                    (dd)an annuity plan described in Section 403(a) of the Code.

               (ii) "Eligible Rollover  Distribution"  shall mean a distribution
from the Plan of Two Hundred Dollars ($200.00) or more, excluding the following:

                    (aa) effective  January 1, 1997, a distribution  pursuant to
Section 9.5(f) or 9.8 to the extent such  distribution is required under Section
401(a)(9) of the Code;

                    (bb)  a return of Elective Contributions pursuant to 
Section 7.4;

                    (cc)  a corrective distribution pursuant to Section 4.7, 
5.4 or 6.2;

                    (dd)  a   distribution   which  is  one  of  a   series   of
substantially  equal periodic  payments (not less frequently than annually) made
(i) for the life (or life  expectancy) of the Participant or the joint lives (or
joint  life   expectancies)  of  the  Participant  and  his  or  her  designated
Beneficiary, or (ii) for a specified period of ten (10) years or more; and

                    (ee)  effective for  distributions  made after  December 31,
1998, a distribution pursuant to Section 9.12.

                              ARTICLE X
                        Top Heavy Provisions

     10.1 Top Heavy Requirements.  Notwithstanding any provision of this Plan to
the contrary,  if the Plan is or becomes Top Heavy,  then the provisions of this
Article shall become applicable and supersede any conflicting provisions of this
Plan.

     10.2 Minimum Vesting  Requirements.  Except as hereinafter  provided,  each
Participant shall continue to have a fully vested and nonforfeitable interest in
his or her Account.  The vested percentage of each Participant in the portion of
his  or her  Matching  Contributions  Account  and  Discretionary  Contributions
Account which was allocated  after  December 31, 1997, and the portion of his or
her Transfer  Account which was not fully vested under the transferor plan as of
the date of the transfer  shall be determined  in accordance  with the following
schedule:

     Number of Participant's
     Years of Vesting Service               Vested Percentage

     Less than 3                                    0%
     3 or more                                    100%

<PAGE>


     Notwithstanding  the foregoing  provisions of this Section to the contrary,
each Participant who is a Contract  Employee and each other  Participant  (other
than  a  Participant  who  was  first  employed  by  the  Company  or one of its
subsidiaries  in its  Southeast  Division)  who has completed at least three (3)
Years of Vesting Service as of December 31, 1997, shall continue to have a fully
vested and nonforfeitable interest in his or her Account.

     10.3 Minimum Contribution Requirement.  Except as hereinafter provided, for
each Plan Year in which the Plan is Top Heavy,  each Employer shall  contribute,
on behalf of each  Eligible  Employee who is a Non-Key  Employee and who has not
separated  from its employ by the end of the Plan Year,  an amount  which,  when
added to the Discretionary  Contributions  allocated to such Eligible Employee=s
Account, shall be equal to the lesser of:

          (a) three percent (3%) of such Eligible  Employee's  compensation  (as
defined in Section 7.5); or

          (b)  the  percentage  of such  Eligible  Employee's  compensation  (as
defined in Section 7.5) which is equal to the largest  percentage  determined by
dividing  the  Employer  Contributions  allocated  to the  Account  of each  Key
Employee by such Key Employee's compensation (as so defined).

The preceding  sentence shall be applied by  substituting  four percent (4%) for
three percent (3%) for each Plan Year in which:

               (i) the Plan is  included  in a Required  Aggregation  Group or a
Permissive Aggregation Group which includes a qualified defined benefit plan and
the Top Heavy Ratio does not exceed ninety percent (90%); and

               (ii)  the limitation set forth in Section 7.2 would be exceeded 
if 1.0 is substituted for 1.25 wherever 1.25 appears in said limitation.

     The minimum  contribution shall be made on behalf of each Eligible Employee
who is a Non-Key  Employee and who remains in the service of the Employer on the
last day of the Plan Year,  regardless  of the  number of Hours of Service  such
Eligible Employee is credited with during such Plan Year.

      Notwithstanding  any provision of this Section to the  contrary,  for each
Plan Year in which the Plan is Top Heavy, an Eligible  Employee who is a Non-Key
Employee and who is also covered by a qualified  defined benefit plan maintained
by his or her Employer,  shall accrue a minimum  benefit (as required by Section
416(c)(1) of the Code) and a minimum contribution shall not be made on behalf of
such Eligible Employee under this Plan. The preceding  sentence shall be applied
by  substituting  "three  percent  (3%)"  for  "two  percent  (2%)"  in  Section
416(c)(1)(B)(i) of the Code and by increasing

<PAGE>


(but not by more than ten percentage points) the percentage  provided in Section
416(c)(1)(B)(ii) of the Code for each Plan Year in which:

               (i) the Plan is  included  in a Required  Aggregation  Group or a
Permissive Aggregation Group which includes a qualified defined benefit plan and
the Top Heavy Ratio does not exceed ninety percent (90%); and

               (ii)  the limitation set forth in Section 7.2 would be exceeded 
if 1.0 is substituted for 1.25 wherever 1.25 appears in said limitation.

     For purposes of satisfying  the minimum  contribution  requirement  of this
Section,  Elective  Contributions and Matching  Contributions shall not be taken
into account.

     10.4 Modified  Limitation  on  Allocations.  The  limitation of Section 7.2
shall be applied by  substituting  1.0 for 1.25  whenever  1.25  appears in said
limitation  for each  Plan  Year in which  the Plan is  included  in a  Required
Aggregation  Group or a Permissive  Aggregation Group which includes a qualified
defined benefit plan and the Top Heavy Ratio exceeds ninety percent (90%).

     10.5  Present  Value  Factors.  For purposes of  determining  the Top Heavy
Ratio,  the present value of accrued  benefits  under all defined  benefit plans
included in a Required Aggregation Group or a Permissive Aggregation Group shall
be based on the following factors:

          Interest:     Six and one-half percent (6.5%) per annum

          Mortality:     1971 Group Annuity Mortality Table, using male rates
for all individuals

     10.6 Benefit Accrual.  For purposes of determining the Top Heavy Ratio, the
accrued benefit of any Non-Key Employee under all defined benefit plans included
in a Required  Aggregation  Group or a  Permissive  Aggregation  Group  shall be
determined  under the method used for accrual  purposes for all such plans of an
Employer  or, if no method is  prescribed,  as if such  benefit  accrued no more
rapidly than the slowest rate permitted under Section 411(b)(1)(C) of the Code.

                              ARTICLE XI
                       Trust Fund Investments

     11.1 Duties.  The Trustee shall receive and hold all contributions  made by
an  Employer  together  with such other  assets as may be  transferred  to it in
accordance with the provisions of the Plan. In addition,  the Trustee shall make
distributions as directed by the Administrative Committee in accordance with the
provisions of Article IX.

<PAGE>


     11.2 Investment Funds. The Trustee shall establish a Company Stock Fund and
one or more other  Investments  Funds as the Finance  Committee may from time to
time direct. The Finance Committee shall direct that each Investment Fund, other
than the Company Stock Fund, shall be invested:

          (a) at  the  discretion  of a duly  appointed  Investment  Manager  in
accordance with such investment  guidelines and objectives as may be established
by the Finance Committee; or

          (b) in such investments as the Finance  Committee may specify for such
Investment Fund.

     The  Finance  Committee  may from time to time  change its  direction  with
respect to any  Investment  Fund and may, at any time,  eliminate any Investment
Fund.  Whenever an Investment  Fund is  eliminated,  the Trustee shall  promptly
liquidate the assets of such Investment  Fund and reinvest the proceeds  thereof
in accordance with the direction of the Finance Committee.

     The Trustee  shall  transfer to each  Investment  Fund such  portion of the
assets of the Trust as the Administrative Committee may from time to time direct
in  accordance  with the terms of the Plan.  All  interest,  dividends and other
income  received  with  respect to, and any proceeds  realized  from the sale or
other  disposition  of, assets held in any Investment  Fund shall be credited to
and reinvested in such Investment Fund, and all expenses  properly  attributable
to any Investment Fund shall be paid therefrom unless paid by the Employers.

     11.3 Company Stock Fund.  The Trustee shall  establish a Company Stock Fund
which shall be invested primarily in shares of Company Stock. The Trustee shall,
as soon as  practicable,  apply  amounts  allocated to the Company Stock Fund to
purchase  Company  Stock on the open  market at current  market  value.  Pending
investment in Company Stock,  the Trustee shall invest amounts  allocated to and
dividends or other amounts received by the Company Stock Fund in short-term cash
equivalents including, but not limited to, short-term debt obligations issued or
guaranteed  by the United  States  government,  money  market  funds and savings
accounts, as directed by the Finance Committee or its delegatee. Notwithstanding
the provisions of this Section 11.3 to the contrary,  the Trustee shall be under
no duty or  obligation  to invest  any  assets of the Trust in shares of Company
Stock unless (i) such shares constitute  "qualifying employer securities" within
the meaning of Section 407 of ERISA and (ii) such  investment is not  prohibited
by Section 404, 406 or 407 of ERISA.

     11.4 Investment of Contributions.  Effective July 1, 1997, each Participant
may direct that contributions made on his or her behalf shall be invested in any
one or more of the Investment Funds, provided the percentage of contributions to
be invested in any  Investment  Fund must be one percent  (1%),  or any multiple
thereof. An investment direction shall be made by

<PAGE>


such written, telephonic or electronic means as shall be prescribed by the 
Administrative Committee.

     A Participant's  investment  direction,  if received by the  Administrative
Committee  prior  to  the  date  he or she  commences  participation,  shall  be
effective  as of said  date.  If a  Participant  does  not  make  an  investment
direction  or an  investment  direction  is not  received by the  Administrative
Committee before he or she commences participation,  the contributions on behalf
of such Participant  shall be invested in the fund which presents the least risk
of loss as determined by the Finance Committee. An investment direction received
by  the  Administrative   Committee  after  the  date  a  Participant  commences
participation  shall be  effective  as of the  first  business  day of the month
following  receipt by the  Administrative  Committee  or as soon as  practicable
thereafter.  A deemed  investment  direction  pursuant to Section  3.4(a) of the
January 1, 1993 amendment and  restatement of this Plan (as amended by the Third
Amendment   thereto)  shall  be  effective  as  of  the  date  of  the  affected
individual's change in employment status.

     Notwithstanding  the foregoing to the contrary,  effective January 1, 1998,
an investment direction received by the Administrative  Committee after the date
a Participant commences  participation shall be effective as soon as practicable
following receipt by the Administrative Committee. A deemed investment direction
pursuant to Section 18.2 shall be effective January 1, 1998.

     Once each month, a Participant  may modify an investment  direction to have
future  contributions  on his or her behalf invested in the Investment  Funds in
proportions other than those previously elected, but in multiples of one percent
(1%). An election  modifying a previous  investment  direction  shall be made by
such  written,  telephonic  or  electronic  means as shall be  prescribed by the
Administrative  Committee and shall be effective as of the first business day of
the  month  following  receipt  by the  Administrative  Committee  or as soon as
practicable thereafter.

     Notwithstanding the preceding paragraph to the contrary,  effective January
1, 1998, a Participant  may modify at any time an  investment  direction to have
future  contributions  on his or her behalf invested in the Investment  Funds in
proportions other than those previously elected, but in multiples of one percent
(1%). An election  modifying a previous  investment  direction  shall be made by
such  written,  telephonic  or  electronic  means as shall be  prescribed by the
Administrative Committee and shall be effective as soon as practicable following
receipt by the Administrative Committee.

     11.5  Reinvestment  of Account.  Effective July 1, 1997, once each month, a
Participant,  Former  Participant,  surviving spouse or Beneficiary may elect to
reinvest  all or a portion of the  balance  of his or her  Account in any one or
more of the Investment  Funds,  provided the portion  invested in any Investment
Fund must be one percent (1%),  or any multiple  thereof,  of such  balance.  An
election to reinvest all or a portion of an Account

<PAGE>


balance shall be made by such written,  telephonic or electronic  means as shall
be prescribed by the  Administrative  Committee and shall be effective as of the
first  business  day of  the  month  following  receipt  by  the  Administrative
Committee or as soon as practicable thereafter.

     Notwithstanding the foregoing to the contrary, effective January 1, 1998, a
Participant,  Former  Participant,  surviving spouse or Beneficiary may elect at
any time to  reinvest  all or a portion of the  balance of his or her Account in
any one or more of the Investment  Funds,  provided the portion  invested in any
Investment  Fund must be one percent  (1%),  or any  multiple  thereof,  of such
balance. An election to reinvest all or a portion of an Account balance shall be
made by such written,  telephonic or electronic  means as shall be prescribed by
the  Administrative  Committee  and shall be  effective  as soon as  practicable
following receipt by the Administrative Committee.

     11.6 Loan Fund.  Participant  loans and payments of principal  and interest
shall be  credited  to and  charged  against  the loan fund  established  by the
Trustee in accordance with Section 9.11(g).

      11.7 Voting Rights. Stock held in the Company Stock Fund shall be voted by
the Trustee in accordance with the terms of the Trust.

                              ARTICLE XII
                           Finance Committee

     12.1 Duties.  The Finance  Committee shall be a Named Fiduciary  within the
meaning of Section  402(a)(2) of ERISA and shall have the  following  powers and
duties:

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

          (b) to direct the Trustee to establish  one or more  Investment  Funds
and to change or  eliminate  any  Investment  Fund other than the Company  Stock
Fund;

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

          (d) to limit the  investment of one or more  Investment  Funds to such
shares  of  stock,  bonds,   mortgages,   notes,  mutual  fund  shares,  deposit
administration,  investment or group annuity contracts issued by a legal reserve
life insurance  company or other property of any kind, real or personal,  as the
Finance Committee may deem appropriate;

<PAGE>


          (e)  to establish investment guidelines and objectives which shall be 
binding on the Trustee;

          (f) to employ or retain counsel,  accountants  and other  consultants,
including  professional  investment  advisers,  as it  deems  to be in the  best
interests of the Plan;

          (g) to direct the Trustee to employ and  transfer all of the assets of
the Trust or such portion thereof as the Finance  Committee may designate to one
or more custodians selected by it; and

          (h)  to approve and accept accounts rendered by the Trustee.

     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
Finance  Committee.  Any member of the Finance  Committee may  participate  in a
meeting  of the  Finance  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 Finance  Committee  may be taken
without a meeting if all members of the Finance  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.

     12.2  Delegation of  Ministerial  Duties.  The Finance  Committee may, by a
writing  signed by a majority of its members,  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.

     12.3 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 Employer or any Related  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.

     12.4 Reliance on Reports.  The Finance  Committee shall be entitled to rely
upon all  certificates  and  reports  made by any agent,  attorney,  accountant,
actuary or other  consultant,  including  any  investment  adviser,  employed to
assist in the performance of its duties.

     12.5  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

<PAGE>


upon any  document,  report or other  memorandum  so executed as evidence of the
Finance Committee action or decision indicated thereby.

                              ARTICLE XIII
                        Administrative Committee

     13.1 Appointment of Administrative Committee. The Human Resources Committee
of the Board of Directors shall appoint an Administrative  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  Administrative  Committee  shall
constitute  a quorum,  and an action of the  majority  at any  meeting  shall be
deemed  the  action  of  the  Administrative   Committee.   Any  member  of  the
Administrative  Committee  may  participate  in  a  meeting  through  conference
telephone or similar communications  equipment by means of which all individuals
participating  can hear each other. Any action of the  Administrative  Committee
may be taken  without a meeting if all members of the  Administrative  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.

     13.2 Resignation and Removal.  Any person appointed to serve as a member of
the Administrative  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  Administrative  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  Administrative  Committee,
shall consider the appointment of a successor.

     13.3  Powers and  Duties.  The  Administrative  Committee  shall be a Named
Fiduciary  within the meaning of Section  402(a)(1) 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 
Beneficiary;

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

          (d) To furnish  the  Trustee  with such  information,  statements  and
reports as will enable the Trustee to comply with the reporting  and  disclosure
requirements under ERISA and the Code;

<PAGE>


          (e) To  interpret  the  provisions  of the Plan and to make  rules and
regulations for the administration of the Plan,  including,  without limitation,
rules for tendering and voting Company securities;

          (f)  To maintain all the necessary records for the administration of 
the Plan;

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

          (h)  To act as agent for service of legal process; and

          (i) To give written  notice to all  interested  parties (as defined in
the regulations  prescribed  under Section  7476(b)(1) of the Code), in the form
and  manner,  and  at  such  time  as  prescribed  by  such  regulations,  of an
application   for  an  advance   determination   with  respect  to  the  initial
qualification of the Plan or to the effect of an amendment or termination of the
Plan.

     Except as  specifically  delegated to the  Administrative  Committee by the
Finance Committee, the Administrative Committee shall have no power or authority
over the  investment of the assets of the Trust and nothing in this Section 13.3
shall be construed as granting such power and authority.  The Finance Committee,
in accordance with the provisions of Article XI, shall have exclusive  authority
and discretion to manage and control the investment of the Trust Fund.

     13.4 Reporting and Disclosure.  The Administrative  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 and the Secretary of Treasury,
all reports, disclosures and notifications as are required under the Code.

     13.5 Delegation of Ministerial  Duties.  The  Administrative  Committee may
delegate  to any member or members of the  Committee  or to any other  person or
persons,  severally or jointly,  the authority to perform any ministerial act in
connection with the administration of the Plan.

     13.6 Payment of Plan Expenses. Notwithstanding any provision of the Plan or
Trust to the contrary,  payment of any reasonable  expenses of administering the
Plan,  as  determined by the  Administrative  Committee,  shall be made from the
Trust Fund,  unless paid by an  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.

<PAGE>


     13.7  Compensation  and  Reimbursement  of  Expenses.  The  members  of the
Administrative  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 Employer or any
Related Employer for services rendered as an Employee shall receive compensation
from the Plan,  except  reimbursement of expenses properly and actually incurred
and not otherwise reimbursed.

     13.8 Uniformity of Rules and Regulations. In the administration of the Plan
and the  interpretation  and application of its provisions,  the  Administrative
Committee shall exercise its powers and authority in a nondiscriminatory manner,
and shall apply uniform  administrative rules and regulations in order to assure
substantially the same treatment to Participants in similar circumstances.

     13.9 Reliance on Reports. The Administrative 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.

     13.10 Multiple Signatures.  A majority of the members of the Administrative
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 Administrative Committee. The Trustee
or any  other  interested  party  may rely  upon any  document,  report or other
memorandum  so executed as evidence of the  Administrative  Committee  action or
decision indicated thereby.

     13.11  Confidentiality of Participant  Decisions Relating to Company Stock.
The Administrative  Committee shall establish  procedures  designed to safeguard
the confidentiality of information relating to the purchase, holding and sale of
Company  Stock,  and the  exercise  of voting,  tender and  similar  rights with
respect thereto,  by Participants,  Former  Participants,  surviving spouses and
Beneficiaries.  The  Administrative  Committee shall be responsible for ensuring
that  such  procedures  meet  the  applicable   requirements  of  ERISA  Reg.  '
2550.404c-1(d)(2).  In the event the Administrative  Committee determines that a
particular situation involves a potential for undue Employer or Related Employer
influence  upon  Participants,   Former  Participants,   surviving  spouses  and
Beneficiaries  within  the  meaning  of  ERISA  Reg.  '  2550.404c-1(d)(2),  the
Administrative  Committee  shall promptly  appoint an  independent  fiduciary to
perform the role of the  Administrative  Committee and carry out activities with
respect to such  situation.  Such  independent  fiduciary  shall not be a person
affiliated   with  an   Employer   within   the   meaning   of  ERISA   Reg.   '
2550.404c-1(e)(3).



<PAGE>


                              ARTICLE XIV
                            Claims Procedure

     14.1  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 Administrative  Committee upon a form to be furnished
to it for such purpose.

     14.2  Denial  of  Claim.  If a claim is wholly  or  partially  denied,  the
Administrative  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  such claim.  If an extension of time for  processing is
required,  the  Administrative  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.

     14.3 Appeal of Denied  Claim.  A claimant  may  request the  Administrative
Committee to review a denied claim. Such request shall be in writing and must be
delivered to the  Administrative  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.

     14.4  Decision on Appeal.  The  Administrative  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  as soon as
possible but not later than one hundred twenty (120) days after

<PAGE>


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
Administrative  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 XV
                      Amendment and Termination

     15.1 Amendment.  The Company,  through the Human Resources Committee of its
Board of  Directors,  reserves  the  right to amend  the Plan from time to time,
provided that no amendment shall,  except as otherwise  provided in this Plan or
authorized by law, permit any part of the Trust Fund to revert to an Employer or
Related  Employer  or  permit  any part of the  Trust  Fund to be used  for,  or
diverted to,  purposes  other than the  exclusive  benefit of the  Participants,
their  surviving  spouses  and  Beneficiaries.  Each  such  amendment  shall  be
effective  with respect to a subsidiary of the Company that has adopted the Plan
without further action by the subsidiary.

     If the  vesting  schedule  in  effect  under  the  Plan  is  amended,  each
Participant  who has  completed at least three (3) Years of Vesting  Service may
elect to have the vested  percentage  of his or her Account  determined  without
regard to such amendment.  The Administrative Committee shall promptly give each
such  Participant  written  notice of the  adoption  of such  amendment  and the
availability of the election to have the vested percentage of his or her Account
determined without regard to such amendment.  An election by a Participant shall
be in writing and shall be effective if filed with the Administrative  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 date which is sixty (60) days after the day
such  amendment  becomes  effective,  or (iii) the date which is sixty (60) days
after the day the  Participant  receives  written notice of such  amendment.  An
election  once made  shall be  irrevocable.  For  purposes  of this  Section,  a
Participant  shall be  considered to have  completed  three (3) Years of Vesting
Service if the  Participant  has  completed  three (3) years of Vesting  Service
prior to the expiration of the period in which an election could be made.

     15.2 Accounts Not to be Decreased by Amendment.  No Amendment shall, except
to the  extent  permitted  under  Section  412(c)(8)  of the  Code,  decrease  a
Participant's Account balance or, except to the extent permitted by regulations,
eliminate an optional form of benefit. In addition,  no amendment shall have the
effect of decreasing a Participant's  vested interest  determined without regard
to such  amendment as of the later of the date such  amendment is adopted or the
date it becomes effective.



<PAGE>


     15.3 Termination. The Company, through the Human Resources Committee of its
Board of  Directors,  may terminate the Plan at any time in its entirety or with
respect to any  Employer or any  division  by written  notice  delivered  to the
Trustee.  The Plan shall  terminate with respect to any Employer on the earliest
of the following dates:

          (a)  The date the Employer is judicially declared bankrupt or 
insolvent;

          (b)  The date the Employer permanently discontinues contributions 
under the Plan;

          (c) The date the  Employer  is merged  or  consolidated  with  another
corporation and the Employer is not the surviving  corporation or  substantially
all its assets are sold,  unless the surviving or purchasing  corporation  makes
provision to continue the Plan with the consent of the Company; or

          (d) The date the Employer withdraws from the Plan.

     If an  Employer  permanently  discontinues  contributions  or the  Plan  is
otherwise completely or partially terminated for any other reason, each affected
Participant shall have a fully vested and nonforfeitable  interest in his or her
Account. Subject to the applicable consent requirements of Section 411(a)(11) of
the Code and the  regulations  thereunder,  the  Administrative  Committee shall
direct the Trustee to make distributions  pursuant to the applicable  provisions
of Article IX as soon as practicable following such event.

     15.4 Notice of Amendment or Termination.  In the case of an application for
an advance  determination as to whether a Plan amendment or termination  affects
the continuing  qualification  of the Plan, the  Administrative  Committee shall
furnish each interested  party (as defined by the regulations  prescribed  under
Section 7476(b)(1) of the Code) with written notice, in the form and manner, and
at such time as prescribed by such regulations, of the adoption of any amendment
or Plan termination.

                              ARTICLE XVI
Nonalienability of Benefits; Qualified Domestic Relations Orders

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



<PAGE>


     Notwithstanding  the  foregoing to the contrary,  and  effective  August 5,
1997, this Section 16.1 shall not apply to any offset of a Participant's Account
balance  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 Sections 401(a)(13) or 401(k) 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 Account balance; and

          (c) if the Participant has a spouse at the time at which the offset is
to be made:

               (i) either  such 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 Plan  Administrator  that such  consent may not be obtained
because there is no spouse or the spouse  cannot be located),  or an election to
waive the right of the spouse to either a qualified  joint and survivor  annuity
or a qualified  preretirement  survivor  annuity is in effect in accordance with
the requirements of Section 417(a) of the Code;

               (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  annuity  under a qualified  joint and
survivor annuity provided pursuant to Section  401(a)(11)(A)(i)  of the Code and
under a qualified  preretirement  survivor annuity provided  pursuant to Section
401(a)(11)(A)(ii) of the Code, determined as if:

<PAGE>


                    (aa)  the Participant terminated employment on the date of 
the offset;

                    (bb)  there was no offset;

                    (cc)  the Plan permitted commencement of benefits only on 
or after Normal Retirement Age;

                    (dd)   the Plan provided only the minimum-required qualified
joint and survivor annuity; and

                    (ee) the  amount  of the  qualified  preretirement  survivor
annuity  is equal to the  amount  of the  survivor  annuity  payable  under  the
minimum-required qualified joint and survivor annuity.

     For purposes of subsection (c)(iii), the term  "minimum-required  qualified
joint and survivor annuity" means the qualified joint and survivor annuity which
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.

     16.2 Qualified  Domestic  Relations Orders.  The provisions of Section 16.1
shall apply to the creation, assignment or recognition of a right to any benefit
payable with respect to a  Participant,  including the  creation,  assignment or
recognition of any right,  pursuant to a domestic  relations order,  except that
said  provisions  shall not apply if the order is  determined  to be a qualified
domestic relations order.

     16.3 Notice.  Upon the receipt of any domestic relations order by the Plan,
the Administrative  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.

     16.4  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  Administrative  Committee,  a representative  for the receipt of
copies of notices  that are sent to the  alternate  payee  with  respect to such
domestic relations order.

     16.5  Separate Account.

          (a)  During  any  period  in which the  issue of  whether  a  domestic
relations order is a qualified  domestic relations order is being determined (by
the Administrative Committee, by a court of competent jurisdiction, or

<PAGE>


otherwise),  the Administrative Committee shall direct the Trustee to separately
account for the amounts,  if any, 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.

          (b) In the event an  alternate  payee does not  receive  an  immediate
distribution  pursuant to a domestic  relations order which is determined by the
Administrative  Committee  or  by a  court  of  competent  jurisdiction  to be a
qualified domestic  relations order, the  Administrative  Committee shall direct
the  Trustee  to  establish  a  separate  account in the Plan in the name of the
alternate  payee  as  soon  as  practicable  following  such  determination.  An
alternate payee shall have the same rights and protections as a Participant with
respect to such  account and shall be entitled to receive  distribution  of such
account in accordance with Section 9.5.

     16.6  Determination by Administrative Committee.

          (a)  Within  ninety  (90) days after  receipt of a domestic  relations
order,  the  Administrative  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.

          (b) If the Administrative  Committee shall determine that the domestic
relations order is a qualified  domestic relations order and such order provides
that the benefits required to be paid thereunder are immediately  distributable,
the  Administrative  Committee shall direct the Trustee to pay to each alternate
payee  named  in such  order,  the  benefits  required  to be  paid  thereunder,
including any amounts  segregated in accordance  with  subsection (a) of Section
16.5  (plus  any  interest  thereon).  If  the  Administrative  Committee  shall
determine that the domestic  relations order is a qualified  domestic  relations
order and such order does not  provide  that the  benefits  required  to be paid
thereunder are immediately  distributable,  the  Administrative  Committee shall
direct the Trustee to establish a separate  account in  accordance  with Section
16.5(b).

          (c) If the Administrative  Committee shall determine that the domestic
relations order is not a qualified domestic relations order, the notice required
by the first paragraph of this Section shall include a statement of the specific
reason or  reasons  for the  Administrative  Committee's  determination  and the
Administrative  Committee shall direct the Trustee to continue to segregate,  in
accordance with Section 16.5(a), during the eighteen (18) month period beginning
with the date on which the first payment would be 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  Administrative  Committee or a court of competent
jurisdiction, to be a qualified domestic relations order, in which event the

<PAGE>


Administrative  Committee  shall  direct the Trustee to make payment of any such
segregated  amount (plus any interest  thereon) to each alternate payee named in
the order or to establish a separate account in the name of each alternate payee
named in the order in accordance with the second  paragraph of this Section.  If
neither the Administrative 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 Administrative Committee shall direct the Trustee to pay any
such segregated  amount (plus any interest thereon) to the person or persons who
would have been entitled to such amounts if there had been no order.

     16.7 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 a property  settlement  agreement) which relates to
the provision of child support, alimony payments or marital property rights of 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 earlier of:

               (i)  the date on which the Participant is entitled to a
distribution under the Plan, or

               (ii) the  later of the date the  Participant  attains  age  fifty
(50),  or the  earliest  date on which the  Participant  could  begin  receiving
payments under the Plan if he or she separated from service.

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

               (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:

                    (aa) 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;

<PAGE>


                    (bb) 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;

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

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

               (iii)  does not require the Plan to:

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

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

                    (cc) pay benefits to an  alternate  payee which are required
to be paid to another alternate payee under another 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 (aa) 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 joint and survivor annuity
with respect to the alternate payee and his or her subsequent spouse).

                              ARTICLE XVII
                 Delegation of Authority by Subsidiaries

     17.1  Delegation  of  Authority by  Subsidiaries.  Each  subsidiary  of the
Company that adopts the Plan hereby irrevocably grants to the Company, its Board
of Directors,  the Finance Committee and the Administrative  Committee exclusive
authority to exercise all the powers conferred on them by the terms of the Plan,
including  the power  vested in the Human  Resources  Committee  of the Board of
Directors  to  amend  or  terminate  the  Plan,  and  each  adopting  subsidiary
irrevocably appoints the Company, its Board of Directors,  the Finance Committee
and the Administrative Committee as its

<PAGE>


agents for such  purposes.  In  addition,  each  subsidiary  of the Company that
adopts the Plan shall automatically  become a party to the Trust without further
action on its part.

                              ARTICLE XVIII
                                 Mergers

     18.1  Merger  or   Consolidation   of  Plan.  In  case  of  any  merger  or
consolidation  of the Plan with,  or transfer of assets and  liabilities  of the
Plan to, any other plan qualified under Section 401(a) and Section 501(a) of the
Code,  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.

     18.2 Merger With Hannaford Southeast Savings and Investment Plan. Effective
January 1, 1998, the Plan shall be merged with the Hannaford  Southeast  Savings
and Investment Plan (the "Southeast Plan"). The provisions of this Section shall
be applicable to such merger and shall supersede any  conflicting  provisions of
this Plan.

          (a) The assets of the Southeast Plan shall be directly  transferred to
the Plan as of January 1, 1998. Upon receipt, the Administrative Committee shall
direct  the  Trustee  to  establish  and  maintain  an account on behalf of each
participant and former participant under the Southeast Plan and shall direct the
Trustee  to credit  such  account  with the  portion of the  transferred  assets
standing  to the  credit of such  participant  or former  participant  under the
Southeast Plan immediately prior to such transfer, provided such amount shall be
separately  accounted  for in  accordance  with Section  8.1.  With respect to a
participant in the Southeast Plan who has an outstanding loan balance under such
plan at the time of the transfer, the promissory note evidencing such loan shall
be transferred to this Plan and the outstanding loan balance shall be treated in
accordance  with the provisions of Section 9.11 as an  outstanding  loan balance
under this Plan.

          (b) Each elective,  matching or other type of contribution  comprising
the  Transfer  Account  created  pursuant  to  subsection  (a)  above  shall  be
administered, invested and distributed in accordance with the provisions of this
Plan applicable to such type of contribution.

          (c) The deferral  election and  investment  direction of a participant
(and former participant, in the case of an investment direction) in effect under
the Southeast Plan as of December 31, 1997, shall be deemed a Deferral  Election
under Section 5.1 and an investment direction under Section 11.4 of this Plan.



<PAGE>


          (d)  Notwithstanding  the  foregoing  provisions  of this  Plan to the
contrary, a participant or former participant in the Southeast Plan may elect to
have the vested  portion of the  Transfer  Account  created  pursuant to Section
18.2(a) of this Plan, if any, which was allocated to his or her account  balance
under the Southeast  Plan as of June 30, 1995,  distributed  at such time and in
such  manner as  provided  in Exhibit A to this Plan;  provided,  however,  this
subsection  (d) shall not apply if such  vested  portion  does not exceed  Three
Thousand Five Hundred  Dollars  ($3,500.00)  as of such date (and did not exceed
Three  Thousand  Five Hundred  Dollars  ($3,500.00)  as of the date of any prior
distribution).

                              ARTICLE XIX
                             Miscellaneous

     19.1  Fiduciary Responsibility.

          (a) Allocation of Responsibility.  All fiduciaries with respect to the
Plan and Trust shall be required to meet the prudence, diversification and other
fiduciary responsibilities of applicable law to the extent such requirements and
responsibilities apply to them, provided each fiduciary shall be responsible for
carrying out only the requirements, responsibilities and duties placed upon such
fiduciary by provisions of the Plan and Trust. In particular:

               (i)  An   Investment   Manager   shall   have   full   investment
responsibility  with  respect  to the  assets  of the Trust for which it has the
power of investment  direction.  Except as otherwise  provided by law, the other
fiduciaries,  including  but  not  limited  to,  the  Trustee  and  the  Finance
Committee,  shall have no duty or responsibility  with respect to the investment
of such assets as long as they are subject to the  investment  direction of such
Investment Manager.

               (ii)  The  Trustee  shall  have no duty  or  responsibility  with
respect to investment of assets of the Trust so long as they are invested at the
direction of the Finance Committee or a duly appointed Investment Manager.

               (iii)  The  Administrative   Committee  shall  have  no  duty  or
responsibility with respect to the investment of the assets of the Trust.

               (iv) The fiduciaries,  including but not limited to, the Trustee,
the Finance Committee,  the Administrative  Committee and any Investment Manager
shall have no responsibility for the investment  elections made by Participants,
Former Participants,  surviving spouses or Beneficiaries, or for the exercise of
voting, tender or similar rights by Participants, Former Participants, surviving
spouses or Beneficiaries except as otherwise provided by applicable law.



<PAGE>


          (b) Fiduciary Duties. Each fiduciary shall exercise the powers granted
to it and shall  discharge  its duties  under the Plan solely in the interest of
the Participants, their surviving spouses and Beneficiaries and:

               (i)  for the exclusive purpose of

                    (aa)  providing benefits to Participants, their surviving 
Spouses and Beneficiaries, and

                    (bb)  defraying reasonable expenses of administering 
the Plan;

               (ii) with the care,  skill,  prudence,  and  diligence  under the
circumstances  then prevailing that a prudent person 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; and

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

     19.2  Prohibited  Transactions.   Neither  the  Trustee,  nor  the  Finance
Committee, nor any Investment Manager, nor any Participant or Former Participant
who directs the  investment  of his or her Account shall engage in a transaction
which the Trustee, Finance Committee,  Investment Manager, Participant or Former
Participant knows or should know is prohibited by Section 406 or 407(a) of ERISA
or by Section 4975 of the Code,  unless an  appropriate  exemption or exemptions
have been granted by the  Department of Labor under Section 408 of ERISA and the
Department of the Treasury under Section 4975(c)(2) of the Code.

     19.3 Additional Contributions and Adjustments. An Employer shall contribute
such  additional  amounts,  and  shall  direct  the  Trustee  or  Administrative
Committee to make such  adjustments to, and  distributions  from,  Participants=
Accounts,  to the extent necessary to correct any operational defect pursuant to
the Internal Revenue  Service=s  Employee Plans Compliance  Resolution System or
any successor system, policy or program to the foregoing.

     19.4  Exclusive  Benefit.  Except  as  otherwise  provided  in the  Plan or
authorized  by the Code,  in no event  shall any part of the Trust  Fund be used
for,  or  diverted  to,  purposes  other than for the  exclusive  benefit of the
Participants, their surviving spouses and Beneficiaries.

     19.5 Service with Predecessor Employer. Service with a predecessor employer
shall, to the extent required by the Code and regulations, be treated as service
with an Employer or Related Employer.

     19.6  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.

     19.7  Gender.  When  necessary  to the  meaning  hereof,  and  except  when
otherwise  indicated by the context,  either the masculine or the neuter pronoun
shall be deemed to include the masculine, the feminine and the neuter.

     19.8  Governing  Law. This Plan shall be governed and construed by the laws
of the  United  States of  America.  To the  extent  that the laws of the United
States of America shall not be held to have preempted  local law, the Plan shall
be administered under the laws of the State of Maine.

     19.9 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.

     19.10  Impermissible  Actions  from  January  1, 1998,  to March 31,  1998.
Notwithstanding  any other  provision of this Plan to the  contrary,  during the
period  beginning  January 1, 1998,  and ending  March 31, 1998,  the  following
actions shall not be permitted:

          (a)  An amendment to a Deferral Election pursuant to Section 5.2;

          (b)  A reinstatement of a Deferral Election pursuant to the last 
paragraph of Section 5.1;

          (c)  An investment direction pursuant to Section 11.4 or 11.5;

          (d)  A loan pursuant to Section 9.11; and

          (e) A hardship  withdrawal  pursuant  to Section  9.12  (other  than a
hardship  withdrawal  made solely on account of an  unforeseeable  immediate and
heavy financial need within the meaning of Section 9.12(c)(i)).

     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



<PAGE>


                                                        Exhibit A
SECTION 5.04 - WHEN BENEFITS START.

Benefits  under the Plan  begin when a Member  retires,  dies or ceases to be an
Employee,  whichever  applies,  as  provided in the  preceding  sections of this
article.  Benefits  which begin before Normal  Retirement  Date for a Member who
became Totally Disabled when he was an Employee shall be deemed to begin because
he is Totally  Disabled.  The start of  benefits  is  subject  to the  qualified
election procedures of Article VI.

Unless otherwise elected, benefits shall begin before the sixtieth day following
the close of the Plan Year in which the latest date below occurs:

     (a)  The date the Member attains the earlier of (i) age 65 or (ii) the 
later of Normal Retirement Age or age 62.

     (b) The tenth anniversary of the Member's Entry Date.

     (c)  The date the Member ceases to be an Employee.

Notwithstanding the foregoing,  the failure of a Member and spouse to consent to
a distribution while a benefit is immediately distributable,  within the meaning
of Section  6.03,  shall be deemed to be an  election to defer  commencement  of
payment of any benefit sufficient to satisfy this section.

The Member may elect to have benefits  begin after the latest date for beginning
benefits described above,  subject to the following  provisions of this section.
The Member shall make the election in writing and deliver the signed election to
the Plan Administrator before Normal Retirement Date or the date he ceases to be
an Employee,  if later.  The election must describe the form of distribution and
the date  benefits  will begin.  The Member shall not elect a date for beginning
benefits or a form of distribution  which would result in a benefit payable when
he dies which would be more than  incidental  within the meaning of governmental
regulations.

Benefits  shall begin by the Member's  Required  Beginning  Date,  as defined in
Section 6.02.  Distribution of the Vested Account  resulting from  Contributions
made after the  Member's  Required  Beginning  Date  shall  begin by the April 1
following the calendar year in which such Contributions were made.

If a Member receives a taxable distribution (including a withdrawal) of any part
of his  Vested  Account,  he may be subject to a Federal  tax  penalty.  The tax
penalty does not apply if the distribution is:

     (a)  made on or after age 59-1/2;

     (b)  made on account of the Member's death to his Beneficiary or estate;

<PAGE>


     (c)  made on account of being disabled;

     (d) part of a series of periodic  payments  after  separation  from service
that are substantially  equal, at least annual, and based on the life expectancy
of the Member or the Member and his Beneficiary; or

     (e) made after separation from service after the attainment of age 55.

In addition,  no tax is imposed on amounts  received and paid during the taxable
year for medical  expenses in an amount not to exceed that deducible  under Code
Section 213. Disabled means that a Member is disabled to the extent he is unable
to engage  in any  substantial  gainful  activity  by  reason  of any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or be of long-continued and indefinite duration. Proof of the existence of
the disability  will be in such form and manner as the Secretary of the Treasury
may require.

Contributions  which are used to compute  the  Actual  Deferral  Percentage,  as
defined in Section 3.07, (Elective Deferral Contributions, Qualified Nonelective
Contributions,  and Qualified  Matching  Contributions)  may be distributed upon
disposition  by us of  substantially  all of the assets used by us in a trade or
business  disposition  by us of our interest in a subsidiary  if the  transferee
corporation is not a Controlled Group member, the Employee continues  employment
with the  transferor  corporation  and the transferor  corporation  continues to
maintain the Plan. The distribution must be a total distribution.

ARTICLE VI - DISTRIBUTION OF BENEFITS

The  provisions  of this article shall apply on or after August 23, 1984, to any
Member  who is  credited  with at least one Hour of  Service or one hour of paid
leave on or after that date and to such other  Members  as  provided  in Section
6.05.  If the  Effective  Date of our  Plan  is  before  January  1,  1984,  the
provisions of the Prior Plan as in effect on the day before the TEFRA Compliance
Date shall apply before August 23, 1984. If the Effective Date of our Plan is on
or after January 1, 1984, and before August 23, 1984, the provisions of the Plan
as originally adopted shall apply before August 23, 1984.

SECTION 6.01 - AUTOMATIC FORMS OF DISTRIBUTION.

Unless a qualified  election of an optional form of benefit has been made within
the election period (see Section 6.03), the automatic form of benefit payable to
or on behalf of a Member is determined as follows:

     (a) The automatic form of retirement  benefit for a Member who does not die
before his Annuity Starting Date shall be the Qualified Joint and Survivor Form.

<PAGE>


     (b) The  automatic  form of death  benefit for a Member who dies before his
Annuity Starting Date shall be:

          (1) A Qualified  Preretirement Survivor Annuity for a Member who has a
spouse to whom he has been continuously  married  throughout the one-year period
ending on the date of his death.  The spouse  may elect to start  receiving  the
death  benefit on any first day of the month on or after the Member  dies and by
the date the  Member  would have been age  70-1/2.  If the  spouse  dies  before
benefits start,  the Member's  Vested Account,  determined as of the date of the
spouse's death, shall be paid to the spouse's Beneficiary.

          (2) A single sum payment to the Member's  Beneficiary for a Member who
does not have a spouse who is  entitled to a  Qualified  Preretirement  Survivor
Annuity.

Before a death benefit will be paid on account of the death of a Member who does
not have a spouse who is entitled to a Qualified Preretirement Survivor Annuity,
it must be established to the  satisfaction  of a plan  representative  that the
Member does not have such a spouse.

SECTION 6.02 - OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS.

     (a) For purposes of this section, the following terms are defined:

     Applicable  Life  Expectancy  means  Life  Expectancy  (or  Joint  and Last
Survivor  Expectancy)  calculated  using  the  attained  age of the  Member  (or
Designated  Beneficiary)  as  of  the  Member's  (or  Designated  Beneficiary's)
birthday in the  applicable  calendar year reduced by one for each calendar year
which has elapsed since the date Life Expectancy was first  calculated.  If Life
Expectancy is being  recalculated,  the Applicable Life Expectancy  shall be the
Life Expectancy so recalculated. The applicable calendar year shall be the first
Distribution  Calendar Year, and if Life Expectancy is being  recalculated  such
succeeding calendar year.

     Designated  Beneficiary  means  the  individual  who is  designated  as the
beneficiary  under the Plan in  accordance  with Code Section  401(a)(9) and the
regulations thereunder.

     Distribution  Calendar  Year  means a  calendar  year for  which a  minimum
distribution is required. For distributions beginning before the Member's death,
the first Distribution  Calendar Year is the calendar year immediately preceding
the calendar  year which  contains the Member's  Required  Beginning  Date.  For
distributions  beginning  after  the  Member's  death,  the  first  Distribution
Calendar Year is the calendar year in which  distributions are required to begin
pursuant to (e) below.

     Joint and Last Survivor Expectancy means joint and last survivor expectancy
computed by use of the expected return multiples in Tables V and

<PAGE>


VI of section 1.72-9 of the Income Tax Regulations.

     Unless  otherwise  elected  by  the  Member  (or  spouse,  in the  case  of
distributions  described  in  (e)(2)(ii)  below) by the time  distributions  are
required  to begin,  life  expectancies  shall be  recalculated  annually.  Such
election  shall be  irrevocable  as to the Member (or spouse) and shall apply to
all subsequent years. The life expectancy of a nonspouse  Beneficiary may not be
recalculated.

     Life  Expectancy  means life  expectancy  computed  by use of the  expected
return  multiples  in  Tables  V and VI of  section  1.72-9  of the  Income  Tax
Regulations.

Unless otherwise  elected by the Member (or spouse, in the case of distributions
described in (e)(2)(ii) below) by the time  distributions are required to begin,
life  expectancies  shall  be  recalculated  annually.  Such  election  shall be
irrevocable  as to the  Member (or  spouse)  and shall  apply to all  subsequent
years. The life expectancy of a nonspouse Beneficiary may not be recalculated.

Member's Benefit means

          (1) The Account  balance as of the last valuation date in the calendar
year immediately  preceding the Distribution  Calendar Year (valuation  calendar
year) increased by the amount of any  contributions or forfeitures  allocated to
the Account  balance as of the dates in the  valuation  calendar  year after the
valuation  date and decreased by  distributions  made in the valuation  calendar
year after the valuation date.

          (2)  For  purposes  of (1)  above,  if  any  portion  of  the  minimum
distribution  for the first  Distribution  Calendar  Year is made in the  second
Distribution  Calendar Year on or before the Required Beginning Date, the amount
of the minimum distribution made in the second Distribution  Calendar Year shall
be  treated  as if it had been made in the  immediately  preceding  Distribution
Calendar Year.

Required  Beginning  Date  means,  for a  Member,  the first day of April of the
calendar  year  following  the  calendar  year in which the Member  attains  age
70-1/2, unless otherwise provided in (1), (2) or (3) below:

          (1) The Required  Beginning  Date for a Member who attains age 70 -1/2
before  January 1, 1988,  and who is not a  5-percent  owner is the first day of
April of the calendar  year  following  the calendar  year in which the later of
retirement or attainment of age 70 -1/2 occurs.

          (2) The Required  Beginning  Date for a Member who attains age 70 -1/2
before January 1, 1988,  and who is a 5-percent  owner is the first day of April
of the calendar year following the later of

<PAGE>


               (i)  the calendar year in which the Member attains age 70 -1/2,or

               (ii) the earlier of the  calendar  year with or within which ends
the Plan Year in which the Member  becomes a 5-percent  owner,  or the  calendar
year in which the Member retires.

          (3) The  Required  Beginning  Date of a Member who is not a  5-percent
owner and who  attains  age 70 -1/2  during  1988 and who has not  retired as of
January 1, 1989, is April 1, 1990.

A Member is treated as a 5-percent  owner for  purposes of this  section if such
Member is a 5-percent  owner as defined in Code Section  416(i)  (determined  in
accordance  with Code  Section  416 but  without  regard to whether  the Plan is
top-heavy)  at any time during the Plan Year ending with or within the  calendar
year in which such owner attains age 66 -1/2 or any subsequent Plan Year.

Once distributions have begun to a 5-percent owner under this section, they must
continue to be distributed, even if the Member ceases to be a 5-percent owner in
a subsequent year.

     (b) The optional  forms of  retirement  benefit shall be the  following:  a
straight life annuity;  single life annuities with certain periods of five, ten,
or fifteen years; a single life annuity with  installment  refund;  survivorship
life annuities with installment  refund and survivor  percentages of 50, 66 2/3,
or 100; fixed period  annuities for any period of whole months which is not less
than sixty and does not exceed the Life  Expectancy  of the Member and the named
Beneficiary  as  provided  in  (d)  below  where  the  Life  Expectancy  is  not
recalculated:  and a series of installments  chosen by the Member with a minimum
payment  each year  beginning  with the year the Member  turns age 70 -1/2.  The
payment for the first year in which a minimum  payment is required  will be made
by April 1 of the following  calendar  year. The payment for the second year and
each  successive  year will be made by  December  31 of that year.  The  minimum
payment  will be  based  on a  period  equal  to the  Joint  and  Last  Survivor
Expectancy  of the Member and the  Member's  spouse,  if any, as provided in (d)
below where the Joint and Last Survivor Expectancy is recalculated.  The balance
of the Member's  Vested Account if any, will be payable on the Member's death to
his  Beneficiary  in a single sum. If not  prohibited  in Item Y of the Adoption
Agreement - Plus, a single sum payment is also available.

Election of an optional form is subject to the qualified election  provisions of
Article VI.

Any annuity  contract  distributed  shall be  nontransferable.  The terms of any
annuity  contract  purchased and  distributed  by the Plan to a Member or spouse
shall comply with the requirements of this Plan.

<PAGE>


     (c) The  optional  forms of death  benefit are a single sum payment and any
annuity that is an optional form of  retirement  benefit.  However,  a series of
installments  shall not be available if the Beneficiary is not the spouse of the
deceased Member.

     (d) Subject to Section 6.01, joint and survivor annuity  requirements,  the
requirements  of this  section  shall  apply to any  distribution  of a Member's
interest and will take precedence over any inconsistent provisions of this Plan.
Unless  otherwise  specified,  the  provisions of this section apply to calendar
years beginning after December 31, 1984.

All  distributions  required  under this section shall be determined and made in
accordance with the proposed regulations under Code Section 401(a)(9), including
the minimum distribution incidental benefit requirement of section 1.401(a)(9)-2
of the proposed regulations.

The entire  interest of a Member must be  distributed or begin to be distributed
no later than the Member's Required Beginning Date.

As of the first  Distribution  Calendar  Year,  distributions,  if not made in a
single sum, may only be made over one of the following  periods (or  combination
thereof):

          (1)  the life of the Member,

          (2)  the life of the Member and a Designated Beneficiary.

          (3)  a period certain not extending beyond the Life Expectancy of the
 Member, or

          (4) a period certain not extending  beyond the Joint and Last Survivor
Expectancy of the Member and a Designated Beneficiary.

If the Member's  interest is to be  distributed  in other than a single sum, the
following  minimum  distribution  rules  shall  apply on or after  the  Required
Beginning Date:

          (5)  Individual account:

               (i)  If a Member's Benefit is to be distributed over

                    (A) a period not extending beyond the Life Expectancy of the
Member or the Joint  Life and Last  Survivor  Expectancy  of the  Member and the
Member's Designated Beneficiary or

                    (B) a period not extending beyond the Lite Expectancy of the
Designated Beneficiary,  the amount required to be distributed for each calendar
year beginning with the distributions for the first Distribution  Calendar Year,
must be at least equal to the quotient obtained

<PAGE>


by dividing the Member's Benefit by the Applicable Life Expectancy.

               (ii) For calendar years beginning  before January 1, 1989, if the
Member's  spouse is not the Designated  Beneficiary,  the method of distribution
selected  must  assure  that at least  50% of the  present  value of the  amount
available for distribution is paid within the Life Expectancy of the Member.

               (iii) For calendar year  beginning  after  December 31, 1988, the
amount to be distributed each year,  beginning with  distributions for the first
Distribution  Calendar  Year  shall not be less than the  quotient  obtained  by
dividing the Member's Benefit by the lesser of

                    (A)  the Applicable Life Expectancy or

                    (B)  if  the   Member's   spouse   is  not  the   Designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of section 1.401(a)(9)-2 of the proposed regulations.

Distributions  after  the death of the  Member  shall be  distributed  using the
Applicable Life Expectancy in (5)(i)above as the relevant divisor without regard
to Proposed Regulations section 1.401(a)(9)-2.

               (iv) The minimum  distribution  required for the  Member's  first
Distribution  Calendar  Year must be made on or  before  the  Member's  Required
Beginning Date. The minimum distribution for the Distribution  Calendar Year for
other calendar years,  including the minimum  distribution  for the Distribution
Calendar Year in which the Member's Required Beginning Date occurs, must be made
on or before December 31 of that Distribution Calendar Year.

          (6)  Other forms:

               (i) If the  Member's  Benefit  is  distributed  in the form of an
annuity purchased from an insurance company,  distributions  thereunder shall be
made in  accordance  with the  requirements  of Code Section  401(a)(9)  and the
proposed regulations thereunder

     (e)  Death distribution provisions:

          (1)  Distribution  beginning  before  death.  If the Member dies after
distribution of his interest has begun,  the remaining  portion of such interest
will  continue  to be  distributed  at least as  rapidly  as under the method of
distribution being used prior to the Member's death.

          (2)  Distribution  beginning  after  death.  If the Member dies before
distribution  of  his  interest  begins,  distribution  of the  Member's  entire
interest  shall be completed by December 31 of the calendar year  containing the
fifth anniversary of the Member's death except to the extent that an election is
made to receive distributions in accordance with (i) or (ii) below.

               (i) if any  portion  Of the  Member's  interest  is  payable to a
Designated Beneficiary, distributions may be made over the life or over a period
certain not  greater  than the Life  Expectancy  of the  Designated  Beneficiary
commencing on or before December 31 of the calendar year  immediately  following
the calendar year in which the Member died;

               (ii) if the  Designated  Beneficiary  is the  Member's  surviving
spouse,  the date  distributions  are required to begin in  accordance  with (i)
above shall not be earner than the later of



<PAGE>


                    (A) December 31 of the calendar year  immediately  following
the calendar year in which the Member died and

                    (B)   December 31 of the calendar year in which the Member 
would have attained age 70 -1/2.

If the Member has not made an  election  pursuant  to this (e)(2) by the time of
his  death,  the  Member's  Designated  Beneficiary  must  elect  the  method of
distribution no later than the earlier of

               (iii)  December 31 of the calendar year in which distributions 
would be required to begin under this subparagraph, or

               (iv)  December 31 of the calendar year which contains the fifth 
anniversary of the date of death of the Member.

If the Member has no Designated  Beneficiary,  or if the Designated  Beneficiary
does not elect a method of  distribution,  distribution  of the Member's  entire
interest  must be completed by December 31 of the calendar year  containing  the
fifth anniversary of the Member's death.

          (3) For purposes of (e)(2) above,  if the surviving  spouse dies after
the Member,  but before payments to such spouse begin,  the provisions of (e)(2)
above,  with the  exception of  (e)(2)(ii)  therein,  shall be applied as if the
surviving spouse were the Member.

          (4) For purposes of this (e), any amount paid to a child of the Member
will be  treated  as if it had been paid to the  surviving  spouse if the amount
becomes  payable  to the  surviving  spouse  when the child  reaches  the age of
majority.

          (5) For purposes of this (e),  distribution of a Member's  interest is
considered to begin on the Member's Required  Beginning Date (or if (e)(3) above
is  applicable,  the date  distribution  is required  to begin to the  surviving
spouse  pursuant to (e)(2)  above).  If  distribution  in the form of an annuity
irrevocably commences to the Member before the Required Beginning Date, the date
distribution is considered to begin is the date distribution actually commences.

SECTION 6.03 - ELECTION PROCEDURES.

The Member, Beneficiary, or spouse shall make any election under this section in
writing. The Plan Administrator may require such individual to complete and sign
any necessary  documents as to the provisions to be made. Any election permitted
under (a) and (b)below shall be subject to the qualified election  provisions of
(c) below.

     (a) Retirement  Benefits.  A Member may elect his Beneficiary or Contingent
Annuitant and may elect to have retirement benefits distributed under any of the
optional forms of retirement benefit described in Section 6.02.

     (b) Death  Benefits.  A Member may elect his  Beneficiary  and may elect to
have death benefits distributed under any of the optional forms of death benefit
described in Section 6.02.

If the Member has not elected an  optional  form of  distribution  for the death
benefit payable to his  Beneficiary,  the  Beneficiary  may, for his own benefit
elect the form of distribution, in like manner as a Member.

The  Member may waive the  Qualified  Preretirement  Survivor  Annuity by naming
someone other than his spouse as Beneficiary.



<PAGE>


In lieu of the Qualified  Preretirement  Survivor  Annuity  described in Section
6.01,  the spouse may,  for his own benefit  waive the  Qualified  Preretirement
Survivor  Annuity by electing to have the benefit  distributed  under any of the
optional forms of death benefit described in Section 6.02.

     (c)  Qualified  Election.  The  Member,  Beneficiary  or spouse may make an
election at any time during the election  period.  The Member,  Beneficiary,  or
spouse may revoke the election made (or make a new election) at any time and any
number of times during the election period.  An election is effective only if it
meets the consent requirements below.

The election period as to retirement benefits is the 90-day period ending on the
Annuity  Starting  Date. An election to waive the  Qualified  Joint and Survivor
Form may not be made  before  the date he is  provided  with the  notice  of the
ability to waive the Qualified Joint and Survivor Form. If the Member elects the
series of  installments,  he may elect on any later date to have the  balance of
his Vested  Account paid under any of the optional  forms of retirement  benefit
available  under the Plan.  His election  period for this election is the 90-day
period  ending on the Annuity  Starting Date for the optional form of retirement
benefit elected.

A Member may make an election  as to death  benefits at any time before he dies.
The spouse's  election period begins on the date the Member dies and ends on the
date benefits begin.  The  Beneficiary's  election period begins on the date the
Member  dies and ends on the date  benefits  begin.  An  election  to waive  the
Qualified  Preretirement  Survivor  Annuity may not be made by the Member before
the date he is provided  with the notice of the  ability to waive the  Qualified
Preretirement  Survivor  Annuity.  A Member's  election  to waive the  Qualified
Preretirement  Survivor  Annuity  which is made before the first day of the Plan
Year in which he reaches age 35 shall become  invalid on such date.  An election
made by a Member  after he ceases to be an Employee  will not become  invalid on
the first day of the Plan Year in which he reaches age 35 with  respect to death
benefits from that part of his Account resulting from  Contributions made before
he ceased to be an Employee.

If the Member's  Vested  Account has at any time  exceeded  $3,500,  any benefit
which is (1)  immediately  distributable  or (2)  payable in a form other than a
Qualified Joint and Survivor Form or a Qualified  Preretirement Survivor Annuity
requires the consent of the Member and the Member's  spouse (or where either the
Member or the  spouse  has died,  the  survivor).  The  consent of the Member or
spouse to a benefit which is immediately  distributable  must not be made before
the date the  Member or spouse is  provided  with the  notice of the  ability to
defer the distribution. Such consent shall be made in writing. The consent shall
not be made more than 90 days before the Annuity Starting Date.  Spousal consent
is not required for a benefit which is immediately  distributable in a Qualified
Joint and Survivor Form. Furthermore, if spousal consent is not required because
the Member is electing an optional form of retirement benefit that is not a life
annuity pursuant to (d) below,  only the Member need consent to the distribution
of a  benefit  payable  in a form  that  is  not a life  annuity  and  which  is
immediately  distributable.  Neither the consent of the Member nor the  Member's
spouse  shall be  required  to the extent  that a  distribution  is  required to
satisfy  Code  Section  401(a)(9)  or  Code  Section  415.  In  addition,   upon
termination of this Plan if the Plan does not offer an annuity option (purchased
from a commercial  provider),  the  Member's  Account  balance may,  without the
Member's  consent be distributed to the Member or transferred to another defined
contribution  plan (other than an employee  stock  ownership  plan as defined in
Code  Section  4975(e)(7))  within  the same  Controlled  Group.  A  benefit  is
immediately distributable if any part of the benefit could be distributed to the
Member (or surviving  spouse)  before the Member attains (or would have attained
if not deceased) the older of Normal Retirement Age or age 62. If the

<PAGE>


Qualified  Joint and Survivor Form is waived,  the spouse has the right to limit
consent only to a specific  Beneficiary or a specific form of benefit The spouse
can relinquish  one or both such rights.  Such consent shall be made in writing.
The  consent  shall not be made more than 90 days  before the  Annuity  Starting
Date. If the Qualified  Preretirement Survivor Annuity is waived, the spouse has
the right to limit consent only to a specific Beneficiary. Such consent shall be
in writing.  The spouse's consent shall be witnessed by a plan representative or
notary public. The spouse's consent must acknowledge the effect of the election,
including  that the  spouse  had the right to limit  consent  only to a specific
Beneficiary  or a  specific  form  of  benefit,  if  applicable,  and  that  the
relinquishment  of one or both such rights was voluntary.  Unless the consent of
the spouse expressly permits designations by the Member without a requirement of
further consent by the spouse,  the spouse's consent must be limited to the form
of  benefit,  if  applicable,  and the  Beneficiary  (including  any  Contingent
Annuitant),  class of  Beneficiaries,  or  contingent  Beneficiary  named in the
election. Spousal consent is not required. however, if the Member establishes to
the  satisfaction  of the plan  representative  that the  consent  of the spouse
cannot be obtained because there is no spouse or the spouse cannot be located. A
spouse's  consent  under this  paragraph  shall not be valid with respect to any
other spouse.  A Member may revoke a prior  election  without the consent of the
spouse. Any new election will require a new spousal consent,  unless the consent
of the spouse  expressly  permits such  election by the Member  without  further
consent by the spouse.  A spouse's consent may be revoked at any time within the
Member's election period.

Before the first Yearly Date in 1989,  the Member's  Account  which results from
deductible   Voluntary   Contributions  shall  not  be  taken  into  account  in
determining  whether the  Member's  Vested  Account has  exceeded  $3,500 and an
election as to the  distribution of a Member's Vested Account which results from
deductible  Voluntary  Contributions is not subject to the consent  requirements
above and may be made any time before such distribution is to begin.

     (d) Special Rule for Profit  Sharing  Plans.  As provided in the  preceding
provisions  of  the  Plan,  if a  Member  has a  spouse  to  whom  he  has  been
continuously  married  throughout the one-year  period ending on the date of the
Member's  death,  the Member's Vested  Account,  including the proceeds  payable
under any Insurance  Policy on the Member's life,  shall be paid to such spouse.
However,  if there is no such  spouse or if the  surviving  spouse  has  already
consented in a manner conforming to the qualified  election  requirements in (c)
above,  the Vested  Account shall be payable to the Member's  Beneficiary in the
event of the Member's death.

The Member  may waive the  spousal  death  benefit  described  above at any time
provided  that no such  waiver  shall  be  effective  unless  it  satisfies  the
conditions  of (c) above (other than the  notification  requirement  referred to
therein) that would apply to the Member's waiver of the Qualified  Preretirement
Survivor Annuity.

This  subsection  (d) applies if with  respect to the Member,  the Plan is not a
direct or indirect  transferee  after  December 31, 1984,  of a defined  benefit
plan,  money  purchase  plan  (including a target  plan),  stock bonus or profit
sharing  plan which is  subject to the  survivor  annuity  requirements  of Code
Section  401(a)(11) and Code Section 417. If the above  condition is met spousal
consent is not required for electing an optional form of retirement benefit that
is  not a  life  annuity.  If the  above  condition  is  not  met.  the  consent
requirements of this Article shall be operative.

SECTION 6.04 - NOTICE REQUIREMENTS.

     (a) Optional  forms of retirement  benefit.  The Plan  Administrator  shall
furnish to the Member and the Member's spouse a written explanation of

<PAGE>


the optional forms of retirement benefit in Section 6.02, including the material
features and relative  values of these  options,  in a manner that would satisfy
the notice  requirements  of Code Section  417(a)(3) and the right of the Member
and the  Member's  spouse to defer  distribution  until the benefit is no longer
immediately  distributable.  The Plan  Administrator  shall  furnish the written
explanation  by a method  reasonably  calculated  to reach the  attention of the
Member  and the  Member's  spouse  no less than 30 days and no more than 90 days
before the Annuity Starting Date.

     (b) Qualified Joint and Survivor Form. The Plan Administrator shall furnish
to the Member a written  explanation of the following:  the terms and conditions
of the Qualified  Joint and Survivor  Form;  the Member's right to make, and the
effect of, an election  to waive the  Qualified  Joint and  Survivor  Form;  the
rights of the  Member's  spouse;  and the right to  revoke an  election  and the
effect of such a revocation.  The Plan  Administrator  shall furnish the written
explanation  by a method  reasonably  calculated  to reach the  attention of the
Member no less than 30 days and no more than 90 days before the Annuity Starting
Date.

After the  written  explanation  is given,  a Member or spouse may make  written
request for additional  information.  The written explanation must be personally
delivered or mailed (first class mail,  postage prepaid) to the Member or spouse
within thirty days from the date of the written  request The Plan  Administrator
does not need to comply with more than one such request by a Member or spouse.

The Plan Administrator's  explanation shall be written in nontechnical  language
and will explain the terms and  conditions of the  Qualified  Joint and Survivor
Form and the financial effect upon the Member's benefit (in terms of dollars per
benefit payment) of electing not to have benefits distributed in accordance with
the Qualified Joint and Survivor Form.

     (c) Qualified  Preretirement Survivor Annuity. The Plan Administrator shall
furnish  to the Member a written  explanation  of the  following:  the terms and
conditions of the Qualified  Preretirement  Survivor Annuity; the Member's right
to make,  and the effect of, an  election to waive the  Qualified  Preretirement
Survivor Annuity;  the rights of the Member's spouse; and the right to revoke an
election  and the  effect of such a  revocation.  The Plan  Administrator  shall
furnish the written  explanation by a method reasonably  calculated to reach the
attention of the Member within the applicable  period. The applicable period for
a Member is whichever of the following periods ends last:

          (1)  the period beginning one year before the date the individual 
becomes a Member and ending one year after such date; or

          (2) the period  beginning one year before the date the Member's spouse
is first entitled to a Qualified  Preretirement  Survivor Annuity and ending one
year after such date.

If such notice is given  before the period  beginning  with the first day of the
Plan Year in which the Member  attains  age 32 and ending  with the close of the
Plan  Year  preceding  the Plan  Year in which  the  Member  attains  age 35, an
additional notice shall be given within such period. If a Member ceases to be an
Employee before attaining age 35, an additional notice shall be given within the
period beginning one year before the date he ceases to be an Employee and ending
one year after such date.

After the  written  explanation  is given,  a Member or spouse may make  written
request for additional  information.  The written explanation must be personally
delivered or mailed (first class mail,  postage prepaid) to the Member or spouse
within thirty days from the date of the written request.  The Plan Administrator
does not need to comply with more than one such request by a Member or spouse.

<PAGE>


The Plan Administrator's  explanation shall be written in nontechnical  language
and will  explain  the  terms  and  conditions  of the  Qualified  Preretirement
Survivor Annuity and the financial effect upon the spouse's benefit (in terms of
dollars per benefit  payment) of electing not to have  benefits  distributed  in
accordance with the Qualified Preretirement Survivor Annuity.

SECTION 6.05 - TRANSITIONAL RULES.

In  modification  of  the  preceding  provisions  of  this  Plan,  distributions
(including  distributions  to a five-percent  owner of us) may be made in a form
which  would not have  caused this Plan to be  disqualified  under Code  Section
401(a)(9)  as in effect  before  the  TEFRA  Compliance  Date.  The form must be
elected  by the  Member or, if the  Member  has died,  by the  Beneficiary.  The
election must be made in writing and signed before January 1, 1984. The election
will only be  applicable  if the Member has an Account as of December  31, 1983.
The Member's or Beneficiary's  election must specify when the distribution is to
begin,  the  form  of  distribution   and  the  Contingent   Annuitant  and/  or
Beneficiaries  listed in the order of priority,  if  applicable.  A distribution
upon death will not be covered by this  transitional  rule  unless the  election
contains  the  required   information   described  above  with  respect  to  the
distributions  to be made when the Member dies.  Distributions in the process of
payment on January 1,  1984,  are deemed to meet the above  requirements  if the
form of distribution was elected in writing and the form met the requirements of
Code Section  401(a)(9) as in effect  before the TEFRA  Compliance  Date. If the
election under this paragraph is revoked, any subsequent  distribution must meet
the  requirements  of  Code  Section  401(a)(9)  and  the  proposed  regulations
thereunder.  If an election is revoked  subsequent to the date distributions are
required to begin,  the Plan must  distribute  by the end of the  calendar  year
following the calendar year in which the revocation  occurs the total amount not
yet  distributed  which  would have been  required to have been  distributed  to
satisfy Code Section 401(a)(9) and the proposed regulations thereunder,  but for
the Code Section 242(b)(2) election. For calendar years beginning after December
31,  1988,  such  distribution  must meet the  minimum  distribution  incidental
benefit requirements in section 1.401(a)(9)-2 of the proposed  regulations.  Any
changes  in the  election  will be  considered  a  revocation  of the  election.
However, the mere substitution or addition of another Beneficiary (one not named
in the election) under the election will not be considered to be a revocation of
the election, so long as such substitution or addition does not alter the period
over  which  distributions  are to be  made  under  the  election,  directly  or
indirectly (for example,  by altering the relevant  measuring life). In the case
in which an amount is  transferred or rolled over from one plan to another plan,
the  rules  in Q&A  J-2 and Q&A J-3 of  section  1.401(a)(9)-1  of the  proposed
regulations  shall apply. A Member's  election of an optional form of retirement
benefit shall be subject to his spouse's consent as provided in Section 6.03.

A  Member,  who would not  otherwise  receive  the  benefits  prescribed  by the
previous sections of this article, will be entitled to the following benefits:

     (a) If he is living and not receiving  benefits on August 23, 1984, he will
be given the  opportunity  to elect to have the prior  sections of this  article
apply,  if he is credited with at least one Hour of Service under this Plan or a
predecessor  plan in a plan year  beginning on or after January 1, 1976,  and he
had at least ten Years of Service when he separated from service.

     (b) If he is living and not  receiving  benefits on August 23, 1984 he will
be given the  opportunity  to elect to have his benefits  paid  according to the
following  provisions of this section,  if he is credited with at least one Hour
of Service under this Plan or a predecessor  plan on or after September 2, 1974,
and he is not credited with any service in a plan year

<PAGE>


beginning on or after January 1, 1976.

The respective  opportunities  to elect (as described in (a) and (b) above) must
be afforded to the appropriate Members during the period beginning on August 23,
1984, and ending on the date benefits would otherwise begin to such Member.

Any Member who has  elected  according  to (b) above and any member who does not
elect  under (a) above or who meets the  requirements  of (a) above  except that
such Member does not have at least ten Years of Service when he  separated  from
service, shall have his benefits distributed in accordance with the following if
benefits would have been payable in the form of a life annuity:

     (c) Automatic joint and survivor annuity. If benefits in the form of a life
annuity become payable to a married Member who:

          (1)  begins to  receive  payments  under  the Plan on or after  Normal
Retirement Age; or

          (2)  dies on or after Normal Retirement Age while still working 
for us; or

          (3)  begins to receive payments on or after the qualified early 
retirement age; or

          (4) separates from service on or after attaining Normal Retirement Age
(or the qualified  early  retirement  age) and after  satisfying the eligibility
requirements  for the payment of  benefits  under the Plan and  thereafter  dies
before beginning to receive such benefits; then such benefits will be paid under
the Qualified Joint and Survivor Form,  unless the Member has elected  otherwise
during the election  period.  The election period must begin at least six months
before the Member attains  qualified early  retirement age and end not more than
90 days before benefits begin. Any election hereunder will be in writing and may
be changed by the Member at any time.

     (d)  Election of early  survivor  annuity.  A Member who is employed  after
attaining the qualified  early  retirement age will be given the  opportunity to
elect,  during the election period, to have a Qualified  Preretirement  Survivor
Annuity  payable on death.  Any election under this provision will be in writing
and may be changed by the Member at any time. The election  period begins on the
later of (1) the  90th  day  before  the  Member  attains  the  qualified  early
retirement  age, or (2) the Member's Entry Date, and ends on the date the Member
terminates employment.

     (e) For purposes of this paragraph,  qualified early  retirement age is the
latest of:

          (1) the earliest  date,  under the Plan, on which the Member may elect
to receive retirement benefits,

          (2) the first day of the  120th  month  beginning  before  the  Member
reaches Normal Retirement Age, or

          (3)  the Member's Entry Date.