<PAGE>
                                                                   EXHIBIT 10.16
California Pizza Kitchen
Executive Retirement Savings Plan
Master Plan Document

                              Amended and Restated

                              Effective May 1, 2000


                               Copyright (C) 2000
                      By Compensation Resource Group, Inc.
                               All Rights Reserved

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California Pizza Kitchen
Executive Retirement Savings Plan
Master Plan Document

                                TABLE OF CONTENTS

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Purpose ..................................................................    1

ARTICLE 1   Definitions ..................................................    1

ARTICLE 2   Selection, Enrollment, Eligibility ...........................    6

     2.1    Selection by Committee .......................................    6
     2.2    Enrollment Requirements ......................................    6
     2.3    Eligibility; Commencement of Participation ...................    6
     2.4    Termination of Participation and/or Deferrals ................    6

ARTICLE 3   Deferral Commitments/Company Matching/Crediting Taxes ........    6

     3.1    Minimum Deferrals ............................................    6
     3.2    Maximum Deferral .............................................    7
     3.3    Election to Defer; Effect of Election Form ...................    7
     3.4    Withholding of Annual Deferral Amounts .......................    7
     3.5    Annual Company Contribution Amount ...........................    7
     3.6    Annual Company Matching Amount ...............................    8
     3.7    Investment of Trust Assets ...................................    8
     3.8    Vesting ......................................................    8
     3.9    Crediting/Debiting of Account Balances .......................    9
     3.10   FICA and Other Taxes .........................................   11

ARTICLE 4   Short-Term Payout; Unforeseeable Financial Emergencies;
            Withdrawal Election; 401(k) Roll-Over ........................   12

     4.1    Short-Term Payout ............................................   12
     4.2    Other Benefits Take Precedence Over Short-Term ...............   12
     4.3    Withdrawal Payout/Suspensions for Unforeseeable Financial
            Emergencies ..................................................   12
     4.4    Withdrawal Election ..........................................   13
     4.5    401(k) Roll-Over .............................................   13
     4.6    401(k) Roll-Over Takes Precedence Over Other Benefits ........   13

ARTICLE 5   Retirement Benefit ...........................................   14

     5.1    Retirement Benefit ...........................................   14
     5.2    Payment of Retirement Benefit ................................   14
     5.3    Death Prior to Completion of Retirement Benefit ..............   14
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Master Plan Document

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ARTICLE 6   Pre-Retirement Survivor Benefit ..............................   14

     6.1    Pre-Retirement Survivor Benefit ..............................   14
     6.2    Payment of Pre-Retirement Survivor Benefit ...................   14

ARTICLE 7   Termination Benefit ..........................................   14

     7.1    Termination Benefit ..........................................   14
     7.2    Payment of Termination Benefit ...............................   15

ARTICLE 8   Disability Waiver and Benefit ................................   15

     8.1    Disability Waiver ............................................   15
     8.2    Continued Eligibility; Disability Benefit ....................   15

ARTICLE 9   Beneficiary Designation ......................................   16

     9.1    Beneficiary ..................................................   16
     9.2    Beneficiary Designation; Change; Spousal Consent .............   16
     9.3    Acknowledgement ..............................................   16
     9.4    No Beneficiary Designation ...................................   16
     9.5    Doubt as to Beneficiary ......................................   16
     9.6    Discharge of Obligations .....................................   16

ARTICLE 10  Leave of Absence .............................................   16

     10.1   Paid Leave of Absence ........................................   17
     10.2   Unpaid Leave of Absence ......................................   17

ARTICLE 11  Termination, Amendment or Modification .......................   17

     11.1   Termination ..................................................   17
     11.2   Amendment ....................................................   17
     11.3   Plan Agreement ...............................................   18
     11.4   Effect of Payment ............................................   18

ARTICLE 12  Administration ...............................................   18

     12.1   Committee Duties .............................................   18
     12.2   Administration Upon Change In Control ........................   18
     12.3   Agents .......................................................   19
     12.4   Binding Effect of Decisions ..................................   19
     12.5   Indemnity of Committee .......................................   19
     12.6   Employer Information .........................................   19
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Master Plan Document

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ARTICLE 13  Other Benefits and Agreements ................................   19

     13.1   Coordination with Other Benefits .............................   19

ARTICLE 14  Claims Procedures ............................................   19

     14.1   Presentation of Claim ........................................   20
     14.2   Notification of Decision .....................................   20
     14.3   Review of a Denied Claim .....................................   20
     14.4   Decision on Review ...........................................   20
     14.5   Legal Action .................................................   21

ARTICLE 15  Trust ........................................................   21

     15.1   Establishment of the Trust ...................................   21
     15.2   Interrelationship of the Plan and the Trust ..................   21
     15.3   Distributions From the Trust .................................   21

ARTICLE 16  Miscellaneous ................................................   21

     16.1   Status of Plan ...............................................   21
     16.2   Unsecured General Creditor ...................................   21
     16.3   Employer's Liability .........................................   21
     16.4   Nonassignability .............................................   22
     16.5   Not a Contract of Employment .................................   22
     16.6   Furnishing Information .......................................   22
     16.7   Terms ........................................................   22
     16.8   Captions .....................................................   22
     16.9   Governing Law ................................................   22
     16.10  Notice .......................................................   22
     16.11  Successors ...................................................   23
     16.12  Spouse's Interest ............................................   23
     16.13  Validity .....................................................   23
     16.14  Incompetent ..................................................   23
     16.15  Court Order ..................................................   23
     16.16  Distribution in the Event of Taxation ........................   23
     16.17  Insurance ....................................................   24
     16.18  Legal Fees To Enforce Rights After Change in Control .........   24
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California Pizza Kitchen
Executive Retirement Savings Plan
Master Plan Document

                            CALIFORNIA PIZZA KITCHEN
                        EXECUTIVE RETIREMENT SAVINGS PLAN
                              Amended and Restated
                              Effective May 1, 2000
                                     Purpose

     The purpose of this Plan is to provide specified benefits to a select group
of management and highly compensated Employees who contribute materially to the
continued growth, development and future business success of California Pizza
Kitchen, Inc., a California corporation, and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.

                                    ARTICLE 1
                                   Definitions

     For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1  "Account Balance" shall mean, with respect to a Participant, a credit on
     the records of the Employer equal to the sum of (i) the Deferral Account
     balance, (ii) the vested Company Contribution Account balance and (iii) the
     vested Company Matching Account balance. The Account Balance, and each
     other specified account balance, shall be a bookkeeping entry only and
     shall be utilized solely as a device for the measurement and determination
     of the amounts to be paid to a Participant, or his or her designated
     Beneficiary, pursuant to this Plan.

1.2  "Annual Bonus" shall mean any compensation, in addition to Base Annual
     Salary relating to services performed during any calendar year, whether or
     not paid in such calendar year or included on the Federal Income Tax Form
     W-2 for such calendar year, payable to a Participant as an Employee under
     any Employer's annual bonus and cash incentive plans, excluding stock
     options.

1.3  "Annual Company Contribution Amount" shall mean, for any one Plan Year, the
     amount determined in accordance with Section 3.5.

1.4  "Annual Company Matching Amount" for any one Plan Year shall be the amount
     determined in accordance with Section 3.6.

1.5  "Annual Deferral Amount" shall mean that portion of a Participant's Base
     Annual Salary and/or Annual Bonus that a Participant elects to have, and is
     deferred, in accordance with Article 3, for any one Plan Year. In the event
     of a Participant's Retirement, Disability (if deferrals cease in accordance
     with Section 8.1), death or a Termination of Employment prior to the end of
     a Plan Year, such year's Annual Deferral Amount shall be the actual amount
     withheld prior to such event.

1.6  "Annual Installment Method" shall be an annual installment payment over the
     number of years selected by the Participant in accordance with this Plan,
     calculated as follows: The Account Balance of the Participant shall be
     calculated as of the close of business on the last business day of the
     year. The annual installment shall be calculated by multiplying this
     balance by a fraction, the numerator of which is one, and the denominator
     of which is the remaining number of annual

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Master Plan Document

     payments due the Participant. By way of example, if the Participant elects
     a 10 year Annual Installment Method, the first payment shall be 1/10 of the
     Account Balance, calculated as described in this definition. The following
     year, the payment shall be 1/9 of the Account Balance, calculated as
     described in this definition. Each annual installment shall be paid on or
     as soon as practicable after the last business day of the applicable year.

1.7  "Base Annual Salary" shall mean the annual cash compensation relating to
     services performed during any calendar year, whether or not paid in such
     calendar year or included on the Federal Income Tax Form W-2 for such
     calendar year, excluding bonuses, commissions, overtime, fringe benefits,
     stock options, relocation expenses, incentive payments, non-monetary
     awards, directors fees and other fees, automobile and other allowances paid
     to a Participant for employment services rendered (whether or not such
     allowances are included in the Employee's gross income). Base Annual Salary
     shall be calculated before reduction for compensation voluntarily deferred
     or contributed by the Participant pursuant to all qualified or
     non-qualified plans of any Employer and shall be calculated to include
     amounts not otherwise included in the Participant's gross income under Code
     Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by
     any Employer; provided, however, that all such amounts will be included in
     compensation only to the extent that, had there been no such plan, the
     amount would have been payable in cash to the Employee.

1.8  "Beneficiary" shall mean one or more persons, trusts, estates or other
     entities, designated in accordance with Article 9, that are entitled to
     receive benefits under this Plan upon the death of a Participant.

1.9  "Beneficiary Designation Form" shall mean the form established from time to
     time by the Committee that a Participant completes, signs and returns to
     the Committee to designate one or more Beneficiaries.

1.10 "Board" shall mean the board of directors of the Company.

1.11 "Change in Control" shall mean the first to occur of any of the following
     events:

     (a)  Any "person" (as that term is used in Section 13 and 14(d)(2) of the
          Securities Exchange Act of 1934 ("Exchange Act")) becomes the
          beneficial owner (as that term is used in Section 13(d) of the
          Exchange Act), directly or indirectly, of fifty percent (50%) or more
          of the Company's capital stock entitled to vote in the election of
          directors;

     (b)  During any period of not more than two consecutive years, not
          including any period prior to the adoption of this Plan, individuals
          who, at the beginning of such period constitute the board of directors
          of the Company, and any new director (other than a director designated
          by a person who has entered into an agreement with the Company to
          effect a transaction described in clause (a), (c), (d) or (e) of this
          Section 1.10) whose election by the board of directors or nomination
          for election by the Company's stockholders was approved by a vote of
          at least three-fourths (3/4ths) of the directors then still in office,
          who either were directors at the beginning of the period or whose
          election or nomination for election was previously so approved, cease
          for any reason to constitute at least a majority thereof;

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Executive Retirement Savings Plan
Master Plan Document

     (c)  The shareholders of the Company approve any consolidation or merger of
          the Company, other than a consolidation or merger of the Company in
          which the holders of the common stock of the Company immediately prior
          to the consolidation or merger hold more than fifty percent (50%) of
          the common stock of the surviving corporation immediately after the
          consolidation or merger;

     (d)  The shareholders of the Company approve any plan or proposal for the
          liquidation or dissolution of the Company; or

     (e)  The shareholders of the Company approve the sale or transfer of all or
          substantially all of the assets of the Company to parties that are not
          within a "controlled group of corporations" (as defined in Code
          Section 1563) in which the Company is a member.

1.12 "Claimant" shall have the meaning set forth in Section 14.1.

1.13 "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
     from time to time.

1.14 "Committee" shall mean the committee described in Article 12.

1.15 "Company" shall mean California Pizza Kitchen, Inc., a California
     corporation, and any successor to all or substantially all of the Company's
     assets or business.

1.16 "Company Contribution Account" shall mean (i) the sum of the Participant's
     Annual Company Contribution Amounts, plus (ii) amounts credited in
     accordance with all the applicable crediting provisions of this Plan that
     relate to the Participant's Company Contribution Account, less (iii) all
     distributions made to the Participant or his or her Beneficiary pursuant to
     this Plan that relate to the Participant's Company Contribution Account.

1.17 "Company Matching Account" shall mean (i) the sum of all of a Participant's
     Annual Company Matching Amounts, plus (ii) amounts credited in accordance
     with all the applicable crediting provisions of this Plan that relate to
     the Participant's Company Matching Account, less (iii) all distributions
     made to the Participant or his or her Beneficiary pursuant to this Plan
     that relate to the Participant's Company Matching Account.

1.18 "Deduction Limitation" shall mean the following described limitation on a
     benefit that may otherwise be distributable pursuant to the provisions of
     this Plan. Except as otherwise provided, this limitation shall be applied
     to all distributions that are "subject to the Deduction Limitation" under
     this Plan. If an Employer determines in good faith prior to a Change in
     Control that there is a reasonable likelihood that any compensation paid to
     a Participant for a taxable year of the Employer would not be deductible by
     the Employer solely by reason of the limitation under Code Section 162(m),
     then to the extent deemed necessary by the Employer to ensure that the
     entire amount of any distribution to the Participant pursuant to this Plan
     prior to the Change in Control is deductible, the Employer may defer all or
     any portion of a distribution under this Plan. Any amounts deferred
     pursuant to this limitation shall continue to be credited/debited with
     additional amounts in accordance with Section 3.9 below, even if such
     amount is being paid out in installments. The amounts so deferred and
     amounts credited thereon shall be distributed to the Participant or his or
     her Beneficiary (in the event of the Participant's death) at the earliest
     possible date, as determined by the Employer in good faith, on which the
     deductibility of compensation paid or payable to the Participant for the
     taxable year of the Employer during which the distribution is made will not
     be limited by Section 162(m), or if earlier, the effective

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Executive Retirement Savings Plan
Master Plan Document

     date of a Change in Control. Notwithstanding anything to the contrary in
     this Plan, the Deduction Limitation shall not apply to any distributions
     made after a Change in Control.

1.19 "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
     Deferral Amounts, plus (ii) amounts credited in accordance with all the
     applicable crediting provisions of this Plan that relate to the
     Participant's Deferral Account, less (iii) all distributions made to the
     Participant or his or her Beneficiary pursuant to this Plan that relate to
     his or her Deferral Account.

1.20 "Disability" shall mean a period of disability during which a Participant
     qualifies for permanent disability benefits under the Participant's
     Employer's long-term disability plan, or, if a Participant does not
     participate in such a plan, a period of disability during which the
     Participant would have qualified for permanent disability benefits under
     such a plan had the Participant been a participant in such a plan, as
     determined in the sole discretion of the Committee. If the Participant's
     Employer does not sponsor such a plan, or discontinues to sponsor such a
     plan, Disability shall be determined by the Committee in its sole
     discretion.

1.21 "Disability Benefit" shall mean the benefit set forth in Article 8.

1.22 "Election Form" shall mean the form established from time to time by the
     Committee that a Participant completes, signs and returns to the Committee
     to make an election under the Plan.

1.23 "Employee" shall mean a person who is an employee of any Employer.

1.24 "Employer(s)" shall mean the Company and/or any of its subsidiaries (now in
     existence or hereafter formed or acquired) that have been selected by the
     Board to participate in the Plan and have adopted the Plan as a sponsor.

1.25 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
     it may be amended from time to time.

1.26 "First Plan Year" shall mean the period beginning May 1, 2000 and ending
     December 31, 2000.

1.27 "401(k) Plan" shall be that certain California Pizza Kitchen, Inc. and
     Subsidiaries Retirement Savings Plan adopted by the Company.

1.28 "Maximum 401(k) Amount" with respect to a Participant, shall be the maximum
     amount of elective contributions that can be made by such Participant,
     consistent with Code Section 402(g) and the limitations of Code Section
     401(k)(3), for a given plan year under the 401(k) Plan.

1.29 "Participant" shall mean any Employee (i) who is selected to participate in
     the Plan, (ii) who elects to participate in the Plan, (iii) who signs a
     Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv)
     whose signed Plan Agreement, Election Form and Beneficiary Designation Form
     are accepted by the Committee, (v) who commences participation in the Plan,
     and (vi) whose Plan Agreement has not terminated. A spouse or former spouse
     of a Participant shall not be treated as a Participant in the Plan or have
     an account balance under the Plan, even if he or she has an interest in the
     Participant's benefits under the Plan as a result of applicable law or
     property settlements resulting from legal separation or divorce.

1.30 "Plan" shall mean the Company's Executive Retirement Savings Plan, which
     shall be evidenced by this instrument and by each Plan Agreement, as they
     may be amended from time to time.

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Master Plan Document

1.31 "Plan Agreement" shall mean a written agreement, as may be amended from
     time to time, which is entered into by and between an Employer and a
     Participant. Each Plan Agreement executed by a Participant and the
     Participant's Employer shall provide for the entire benefit to which such
     Participant is entitled under the Plan; should there be more than one Plan
     Agreement, the Plan Agreement bearing the latest date of acceptance by the
     Employer shall supersede all previous Plan Agreements in their entirety and
     shall govern such entitlement. The terms of any Plan Agreement may be
     different for any Participant, and any Plan Agreement may provide
     additional benefits not set forth in the Plan or limit the benefits
     otherwise provided under the Plan; provided, however, that any such
     additional benefits or benefit limitations must be agreed to by both the
     Employer and the Participant.

1.32 "Plan Year" shall, except for the First Plan Year, mean a period beginning
     on January 1 of each calendar year and continuing through December 31 of
     such calendar year.

1.33 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
     Article 6.

1.34 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
     Employee, severance from employment from all Employers for any reason other
     than a leave of absence, death or Disability at such time as the sum of the
     Employee's age and Years of Service equals fifty (50) or more.

1.35 "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.36 "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.37 "Termination Benefit" shall mean the benefit set forth in Article 7.

1.38 "Termination of Employment" shall mean the severing of employment with all
     Employers, voluntarily or involuntarily, for any reason other than
     Retirement, Disability, death or an authorized leave of absence.

1.39 "Trust" shall mean one or more trusts established pursuant to that certain
     Master Trust Agreement, dated as of June 28, 2001 between the Company and
     the trustee named therein, as amended from time to time.

1.40 "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
     that is caused by an event beyond the control of the Participant that would
     result in severe financial hardship to the Participant resulting from (i) a
     sudden and unexpected illness or accident of the Participant or a dependent
     of the Participant, (ii) a loss of the Participant's property due to
     casualty, or (iii) such other extraordinary and unforeseeable circumstances
     arising as a result of events beyond the control of the Participant, all as
     determined in the sole discretion of the Committee.

1.41 "Years of Service" shall mean the total number of full or partial years in
     which a Participant has been employed by one or more Employers. For
     purposes of this definition, a year of employment shall be a 365 day period
     (or 366 day period in the case of a leap year) that, for the first year of
     employment, commences on the Employee's date of hiring and that, for any
     subsequent year, commences on an anniversary of that hiring date. Any
     partial year of employment shall be prorated on an actual/365 day basis and
     counted as prorated.

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Master Plan Document

                                    ARTICLE 2
                       Selection, Enrollment, Eligibility

2.1  Selection by Committee. Participation in the Plan shall be limited to a
     select group of management and highly compensated Employees of the
     Employers, as determined by the Committee in its sole discretion. From that
     group, the Committee shall select, in its sole discretion, Employees to
     participate in the Plan.

2.2  Enrollment Requirements. As a condition of participation, each selected
     Employee shall complete, execute and return to the Committee a Plan
     Agreement, an Election Form and a Beneficiary Designation Form within 30
     days after he or she is selected to participate in the Plan. In addition,
     the Committee shall establish from time to time such other enrollment
     requirements as it determines in its sole discretion are necessary.

2.3  Eligibility; Commencement of Participation. Provided an Employee selected
     to participate in the Plan has met all enrollment requirements set forth in
     this Plan and required by the Committee, including returning all required
     documents to the Committee within the specified time period, that Employee
     shall commence participation in the Plan on the first day of the month
     following the month in which the Employee completes all enrollment
     requirements. If an Employee fails to meet all such requirements within the
     period required, in accordance with Section 2.2, that Employee shall not be
     eligible to participate in the Plan until the first day of the Plan Year
     following the delivery to and acceptance by the Committee of the required
     documents.

2.4  Termination of Participation and/or Deferrals. If the Committee determines
     in good faith that a Participant no longer qualifies as a member of a
     select group of management or highly compensated employees, as membership
     in such group is determined in accordance with Sections 201(2), 301(a)(3)
     and 401(a)(1) of ERISA, the Committee shall have the right, in its sole
     discretion, to (i) terminate any deferral election the Participant has made
     for the remainder of the Plan Year in which the Participant's membership
     status changes, (ii) prevent the Participant from making future deferral
     elections and/or (iii) immediately distribute the Participant's then
     Account Balance as a Termination Benefit and terminate the Participant's
     participation in the Plan.

                                    ARTICLE 3
              Deferral Commitments/Company Matching/Crediting/Taxes

3.1  Minimum Deferrals.

     (a)  Base Annual Salary and/or Annual Bonus. For each Plan Year, a
          Participant may elect to defer, as his or her Annual Deferral Amount,
          Base Annual Salary and/or Annual Bonus in the following minimum
          amounts for each deferral elected:

               ----------------------------------------------------
                         Deferral                Minimum Amount
               ----------------------------------------------------
                   Base Annual Salary                $2,000
               ----------------------------------------------------
                   Annual Bonus                      $2,000
               ----------------------------------------------------

          If an election is made for less than stated minimum amounts, or if no
          election is made, the amount deferred shall be zero.

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Master Plan Document

     (b)  Short Plan Year. Notwithstanding the foregoing, if a Participant first
          becomes a Participant after the first day of a Plan Year, or in the
          case of the First Plan Year, the minimum Base Annual Salary deferral
          shall be an amount equal to the minimum set forth above, multiplied by
          a fraction, the numerator of which is the number of complete months
          remaining in the Plan Year and the denominator of which is 12.

3.2  Maximum Deferral.

     (a)  Base Annual Salary and Annual Bonus. For each Plan Year, a Participant
          may elect to defer, as his or her Annual Deferral Amount, Base Annual
          Salary and/or Annual Bonus up to the following maximum percentages for
          each deferral elected:

               ----------------------------------------------------
                         Deferral                Maximum Amount
               ----------------------------------------------------
                   Base Annual Salary                 100%
               ----------------------------------------------------
                   Annual Bonus                       100%
               ----------------------------------------------------

          Notwithstanding the foregoing, if a Participant first becomes a
          Participant after the first day of a Plan Year, or in the case of the
          First Plan Year, the maximum Annual Deferral Amount, with respect to
          Base Annual Salary and Annual Bonus shall be limited to the amount of
          compensation not yet earned by the Participant as of the date the
          Participant submits a Plan Agreement and Election Form to the
          Committee for acceptance.

3.3  Election to Defer; Effect of Election Form.

     (a)  First Plan Year. In connection with a Participant's commencement of
          participation in the Plan, the Participant shall make an irrevocable
          deferral election for the Plan Year in which the Participant commences
          participation in the Plan, along with such other elections as the
          Committee deems necessary or desirable under the Plan. For these
          elections to be valid, the Election Form must be completed and signed
          by the Participant, timely delivered to the Committee (in accordance
          with Section 2.2 above) and accepted by the Committee.

     (b)  Subsequent Plan Years. For each succeeding Plan Year, an irrevocable
          deferral election for that Plan Year, and such other elections as the
          Committee deems necessary or desirable under the Plan, shall be made
          by timely delivering to the Committee, in accordance with its rules
          and procedures, before the end of the Plan Year preceding the Plan
          Year for which the election is made, a new Election Form. If no such
          Election Form is timely delivered for a Plan Year, the Annual Deferral
          Amount shall be zero for that Plan Year.

3.4  Withholding of Annual Deferral Amounts. For each Plan Year, the Base Annual
     Salary portion of the Annual Deferral Amount shall be withheld from each
     regularly scheduled Base Annual Salary payroll in equal amounts, as
     adjusted from time to time for increases and decreases in Base Annual
     Salary. The Annual Bonus portion of the Annual Deferral Amount shall be
     withheld at the time the Annual Bonus is or otherwise would be paid to the
     Participant, whether or not this occurs during the Plan Year itself.

3.5  Annual Company Contribution Amount. For each Plan Year, an Employer, in its
     sole discretion, may, but is not required to, credit any amount it desires
     to any Participant's Company

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Master Plan Document

     Contribution Account under this Plan, which amount shall be for that
     Participant the Annual Company Contribution Amount for that Plan Year. The
     amount so credited to a Participant may be smaller or larger than the
     amount credited to any other Participant, and the amount credited to any
     Participant for a Plan Year may be zero, even though one or more other
     Participants receive an Annual Company Contribution Amount for that Plan
     Year. The Annual Company Contribution Amount, if any, shall be credited as
     of the last day of the Plan Year. If a Participant is not employed by an
     Employer as of the last day of a Plan Year other than by reason of his or
     her Retirement or death while employed, the Annual Company Contribution
     Amount for that Plan Year shall be zero.

3.6  Annual Company Matching Amount. A Participant's Annual Company Matching
     Amount for any Plan Year shall be equal to a percentage of the
     Participant's Annual Deferral Amount for such Plan Year, which percentage
     (i) shall be based upon the profitability of the Company, (ii) shall be
     determined and announced for each Plan Year by the Committee in its sole
     and absolute discretion and (iii) may be zero for any Plan Year. If a
     Participant is not employed by an Employer as of the last day of a Plan
     Year other than by reason of his or her Retirement or death, the Annual
     Company Matching Amount for such Plan Year shall be zero. In the event of
     Retirement or death, a Participant shall be credited with the Annual
     Company Matching Amount for the Plan Year in which he or she Retires or
     dies.

3.7  Investment of Trust Assets. The Trustee of the Trust shall be authorized,
     upon written instructions received from the Committee or investment manager
     appointed by the Committee, to invest and reinvest the assets of the Trust
     in accordance with the applicable Trust Agreement, including the
     disposition of stock and reinvestment of the proceeds in one or more
     investment vehicles designated by the Committee.

3.8  Vesting.

     (a)  A Participant shall at all times be 100% vested in his or her Deferral
          Account.

     (b)  A Participant shall be vested in his or her Company Contribution
          Account and Company Matching Account as follows: (i) with respect to
          all benefits under this Plan other than the Termination Benefit, a
          Participant's vested Company Contribution Account and Company Matching
          Account shall equal 100% of such Participant's Company Contribution
          Account and Company Matching Account; and (ii) except as otherwise
          provided below, with respect to the Termination Benefit, a
          Participant's Company Contribution Account and Company Matching
          Account shall vest on the basis of the Participant's Years of Service
          at the time the Participant experiences a Termination of Employment,
          in accordance with the following schedule:

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<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------------
                   Years of Service at Date of                     Vested Percentage of
                    Termination of Employment                  Company Contribution Account
                                                               and Company Matching Account
          -------------------------------------------------------------------------------------
          <S>                                                  <C>
                         Less than 1 year                                   0%
          -------------------------------------------------------------------------------------
                 1 year or more, but less than 2                          33 1/3%
          -------------------------------------------------------------------------------------
                 2 years or more, but less than 3                         66 2/3%
          -------------------------------------------------------------------------------------
                         3 years or more                                   100%
          -------------------------------------------------------------------------------------
</TABLE>

          Notwithstanding the foregoing schedule and/or any provision of this
          Plan that may be construed to the contrary, if a Participant
          experiences a Termination of Employment with a partial Year of
          Service, the vested percentage of the Participant's Company
          Contribution Account and Company Matching Account shall be pro-rated
          on a daily basis to take account of such partial Year of Service. For
          example, if the Participant experiences a Termination of Employment of
          Employment at such time as he or she has 2 1/2 Years of Service, the
          vested percentage of his or her Company Contribution Account and
          Company Matching Account shall be 83 1/3%.

     (c)  Notwithstanding anything to the contrary contained in this Section
          3.8, in the event of a Change in Control, a Participant's Company
          Contribution Account and Company Matching Account shall immediately
          become 100% vested (if it is not already vested in accordance with the
          above vesting schedules).

     (d)  Notwithstanding subsection (d), the vesting schedule for a
          Participant's Company Contribution Account and Company Matching
          Account shall not be accelerated to the extent that the Committee
          determines that such acceleration would cause the deduction
          limitations of Section 280G of the Code to become effective. In the
          event that all of a Participant's Company Contribution Account and/or
          Company Matching Account is not vested pursuant to such a
          determination, the Participant may request independent verification of
          the Committee's calculations with respect to the application of
          Section 280G. In such case, the Committee must provide to the
          Participant within 15 business days of such a request an opinion from
          a nationally recognized accounting firm selected by the Participant
          (the "Accounting Firm"). The opinion shall state the Accounting Firm's
          opinion that any limitation in the vested percentage hereunder is
          necessary to avoid the limits of Section 280G and contain supporting
          calculations. The cost of such opinion shall be paid for by the
          Company.

3.9  Crediting/Debiting of Account Balances. In accordance with, and subject to,
     the rules and procedures that are established from time to time by the
     Committee, in its sole discretion, amounts shall be credited or debited to
     a Participant's Account Balance in accordance with the following rules:

     (a)  Election of Measurement Funds. A Participant, in connection with his
          or her initial deferral election in accordance with Section 3.3(a)
          above, shall elect, on the Election Form, one or more Measurement
          Fund(s) (as described in Section 3.9(c) below) to be used to determine
          the additional amounts to be credited to his or her Account Balance
          for the first day in which the Participant commences participation in
          the Plan and continuing thereafter for each subsequent business day in
          which the Participant participates in the

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          Plan, unless changed in accordance with the next sentence. Commencing
          with the first business day that follows the Participant's
          commencement of participation in the Plan and continuing thereafter
          for each subsequent day in which the Participant participates in the
          Plan, no later than the close of business on such day, the Participant
          may (but is not required to) elect, by submitting an Election Form to
          the Committee that is accepted by the Committee, to add or delete one
          or more Measurement Fund(s) to be used to determine the additional
          amounts to be credited to his or her Account Balance, or to change the
          portion of his or her Account Balance allocated to each previously or
          newly elected Measurement Fund. If an election is made in accordance
          with the previous sentence, it shall apply to the next business day
          and continue thereafter for each subsequent day in which the
          Participant participates in the Plan, unless changed in accordance
          with the previous sentence.

     (b)  Proportionate Allocation. In making any election described in Section
          3.9(a) above, the Participant shall specify on the Election Form, in
          increments of one percentage point (1%), the percentage of his or her
          Account Balance to be allocated to a Measurement Fund (as if the
          Participant was making an investment in that Measurement Fund with
          that portion of his or her Account Balance).

     (c)  Measurement Funds. The Participant may elect one or more of the
          following measurement funds, based on certain mutual funds (the
          "Measurement Funds"), for the purpose of crediting additional amounts
          to his or her Account Balance:

          (1)  [EXAMPLES: Fund A (described as a mutual fund seeking current
               income and an opportunity for growth of principal consistent with
               sound common stock investing);

          (2)  Fund B (described as a mutual fund which seeks long-term growth
               of capital through investments in stocks in the United States and
               all over the world);

          (3)  Fund C (described as a mutual fund which seeks long-term growth
               of capital and income primarily through investments in common
               stocks);

          (4)  Fund D (described as a mutual fund which seeks as high a level of
               current income as is consistent with the preservation of
               capital);

          (5)  Fund E (described as a mutual fund which seeks current income
               and, secondarily, growth of capital);

          (6)  Fund F (described as a mutual fund which seeks long-term growth
               of capital by investing in companies outside of the United
               States); and

          (7)  Fund G (described as a mutual fund which seeks long-term growth
               of capital through a diversified portfolio of common stocks).]

          As necessary, the Committee may, in its sole discretion, discontinue,
          substitute or add a Measurement Fund. Each such action will take
          effect as of the first day of the calendar quarter that follows by
          thirty (30) days the day on which the Committee gives Participants
          advance written notice of such change.

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     (d)  Crediting or Debiting Method. The performance of each elected
          Measurement Fund (either positive or negative) will be determined by
          the Committee, in its reasonable discretion, based on the performance
          of the Measurement Funds themselves. A Participant's Account Balance
          shall be credited or debited on a daily basis based on the performance
          of each Measurement Fund selected by the Participant, as determined by
          the Committee in its sole discretion, as though (i) a Participant's
          Account Balance were invested in the Measurement Fund(s) selected by
          the Participant, in the percentages applicable to such business day,
          as of the close of business on such business day, at the closing price
          on such date; (ii) the portion of the Annual Deferral Amount that was
          actually deferred during any business day were invested in the
          Measurement Fund(s) selected by the Participant, in the percentages
          applicable to such business day, no later than the close of business
          on the first business day after the day on which such amounts are
          actually deferred from the Participant's Base Annual Salary and/or
          Annual Bonus through reductions in his or her payroll, at the closing
          price on such date; and (iii) any distribution made to a Participant
          that decreases such Participant's Account Balance ceased being
          invested in the Measurement Fund(s), in the percentages applicable to
          such business day, no earlier than one business day prior to the
          distribution, at the closing price on such date. The Participant's
          Annual Company Matching Amount, if any, shall be credited to his or
          her Company Matching Account for purposes of this Section 3.9(d) as of
          the close of business on the first business day in February of the
          Plan Year following the Plan Year to which it relates. The
          Participant's Annual Company Contribution Amount, if any, shall be
          credited to his or her Company Contribution Account for purposes of
          this Section 3.9(d) as of the close of business on the date selected
          by the Committee in its sole discretion.

     (e)  No Actual Investment. Notwithstanding any other provision of this Plan
          that may be interpreted to the contrary, the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any such Measurement Fund, the allocation to his or her Account
          Balance thereto, the calculation of additional amounts and the
          crediting or debiting of such amounts to a Participant's Account
          Balance shall not be considered or construed in any manner as an
          actual investment of his or her Account Balance in any such
          Measurement Fund. In the event that the Company or the Trustee (as
          that term is defined in the Trust), in its own discretion, decides to
          invest funds in any or all of the Measurement Funds, no Participant
          shall have any rights in or to such investments themselves. Without
          limiting the foregoing, a Participant's Account Balance shall at all
          times be a bookkeeping entry only and shall not represent any
          investment made on his or her behalf by the Company or the Trust; the
          Participant shall at all times remain an unsecured creditor of the
          Company.

3.10 FICA and Other Taxes.

     (a)  Annual Deferral Amounts. For each Plan Year in which an Annual
          Deferral Amount is being withheld from a Participant, the
          Participant's Employer(s) shall withhold from that portion of the
          Participant's Base Annual Salary and Annual Bonus that is not being
          deferred, in a manner determined by the Employer(s), the Participant's
          share of FICA and other employment taxes on such Annual Deferral
          Amount. If necessary, the Committee may reduce the Annual Deferral
          Amount in order to comply with this Section 3.10.

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     (b)  Company Matching Amounts. When a participant becomes vested in a
          portion of his or her Company Matching Account, the Participant's
          Employer(s) shall withhold from the Participant's Base Annual Salary
          and/or Annual Bonus that is not deferred, in a manner determined by
          the Employer(s), the Participant's share of FICA and other employment
          taxes. If necessary, the Committee may reduce the vested portion of
          the Participant's Company Matching Account in order to comply with
          this Section 3.10.

     (c)  Distributions. The Participant's Employer(s), or the trustee of the
          Trust, shall withhold from any payments made to a Participant under
          this Plan all federal, state and local income, employment and other
          taxes required to be withheld by the Employer(s), or the trustee of
          the Trust, in connection with such payments, in amounts and in a
          manner to be determined in the sole discretion of the Employer(s) and
          the trustee of the Trust.

                                    ARTICLE 4
             Short-Term Payout; Unforeseeable Financial Emergencies;
                      Withdrawal Election; 401(k) Roll-Over

4.1  Short-Term Payout. In connection with each election to defer an Annual
     Deferral Amount and/or each contribution of an Annual Company Contribution
     Amount and/or Annual Company Matching Amount, a Participant may irrevocably
     elect to receive a future "Short-Term Payout" from the Plan with respect to
     such Annual Deferral Amount, Annual Company Contribution Amount and/or
     Annual Company Matching Amount. Subject to the Deduction Limitation, the
     Short-Term Payout shall be a lump sum payment in an amount that is equal to
     the Annual Deferral Amount, Annual Company Contribution Amount and/or
     Annual Company Matching Amount, plus amounts credited or debited in the
     manner provided in Section 3.9 above on that amount (reduced by the 401(k)
     Roll-Over Amount for such Plan Year), determined at the time that the
     Short-Term Payout becomes payable (rather than the date of a Termination of
     Employment). Subject to the Deduction Limitation and the other terms and
     conditions of this Plan, each Short-Term Payout elected shall be paid out
     during a 60 day period commencing immediately after the last day of any
     Plan Year designated by the Participant that is at least five Plan Years
     after the Plan Year in which the Annual Deferral Amount, Annual Company
     Contribution Amount and/or Annual Matching Amount is actually deferred or
     contributed. By way of example, if a five year Short-Term Payout is elected
     for Annual Deferral Amounts that are deferred in the Plan Year commencing
     January 1, 2001, the five year Short-Term Payout would become payable
     during a 60 day period commencing January 1, 2007.

4.2  Other Benefits Take Precedence Over Short-Term. Should an event occur that
     triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount,
     plus amounts credited or debited thereon, that is subject to a Short-Term
     Payout election under Section 4.1 shall not be paid in accordance with
     Section 4.1 but shall be paid in accordance with the other applicable
     Article. Moreover, any Short-Term Payout shall be adjusted to take into
     account any contribution under Section 4.5 below.

4.3  Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If
     the Participant experiences an Unforeseeable Financial Emergency, the
     Participant may petition the Committee to (i) suspend any deferrals
     required to be made by a Participant and/or (ii) receive a partial or full
     payout from the Plan. The payout shall not exceed the lesser of the
     Participant's

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     Account Balance, calculated as if such Participant were receiving a
     Termination Benefit, or the amount reasonably needed to satisfy the
     Unforeseeable Financial Emergency. If, subject to the sole discretion of
     the Committee, the petition for a suspension and/or payout is approved,
     suspension shall take effect upon the date of approval and any payout shall
     be made within 60 days of the date of approval. The payment of any amount
     under this Section 4.3 shall not be subject to the Deduction Limitation.

4.4  Withdrawal Election. A Participant (or, after a Participant's death, his or
     her Beneficiary) may elect, at any time, to withdraw all of his or her
     Account Balance, calculated as if there had occurred a Termination of
     Employment as of the day of the election, less a withdrawal penalty equal
     to 10% of such amount (the net amount shall be referred to as the
     "Withdrawal Amount"). This election can be made at any time, before or
     after Retirement, Disability, death or Termination of Employment, and
     whether or not the Participant (or Beneficiary) is in the process of being
     paid pursuant to an installment payment schedule. If made before
     Retirement, Disability or death, a Participant's Withdrawal Amount shall be
     his or her Account Balance calculated as if there had occurred a
     Termination of Employment as of the day of the election. No partial
     withdrawals of the Withdrawal Amount shall be allowed. The Participant (or
     his or her Beneficiary) shall make this election by giving the Committee
     advance written notice of the election in a form determined from time to
     time by the Committee. The Participant (or his or her Beneficiary) shall be
     paid the Withdrawal Amount within 60 days of his or her election. Once the
     Withdrawal Amount is paid, the Participant's participation in the Plan
     shall terminate and the Participant shall not be eligible to participate in
     the Plan in the future. The payment of this Withdrawal Amount shall not be
     subject to the Deduction Limitation.

4.5  401(k) Roll-Over.. In connection with each election to defer an Annual
     Deferral Amount, a Participant may elect to have his or her Employer cause
     an amount equal to the lesser of the Participant's: (i) Base Annual Salary
     portion of his or her Annual Deferral Amount for such Plan Year, (ii) Base
     Annual Salary portion of the Annual Deferral Amount for such Plan Year,
     adjusted in accordance with the crediting/debiting method set forth in
     Section 3.9, or (iii) Maximum 401(k) Amount (the resulting amount being
     hereinafter referred to as the "401(k) Roll-Over Amount"), to be
     contributed directly to the 401(k) Plan on behalf of the Participant as
     soon as is administratively feasible after the calculation of the Maximum
     401(k) Amount. If the definition of Base Annual Salary is more inclusive
     than the definition of "compensation" under Code Section 401 or the 401(k)
     Plan, Base Annual Salary shall be reduced to include only the items that
     are includable under Code Section 401 or the 401(k) Plan for purposes of
     the calculations in (i) and (ii) above. In no event shall the contribution
     to the 401(k) Plan and reduction under this Plan for any Plan Year be
     greater than the Annual Deferral Amount for the Plan Year that relates to
     the 401(k) Plan Year, it being understood that "earnings" credited or
     debited to a Participant's Deferral Account shall not be used for purposes
     of this Section 4.5.

4.6  401(k) Roll-Over Takes Precedence Over Other Benefits.. Should an event
     occur that triggers a benefit under Articles 4, 5, 6, 7 or 8, such benefit
     shall be adjusted by the Committee to permit the contribution of the
     maximum amount possible into the 401(k) Plan, consistent with the Code and
     regulations.

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                                    ARTICLE 5
                               Retirement Benefit

5.1  Retirement Benefit. Subject to the Deduction Limitation, a Participant who
     Retires shall receive, as a Retirement Benefit, his or her Account Balance.

5.2  Payment of Retirement Benefit. A Participant, in connection with his or her
     commencement of participation in the Plan, shall elect on an Election Form
     to receive the Retirement Benefit in a lump sum or pursuant to an Annual
     Installment Method of 5, 10 or 15 years. The Participant may annually
     change his or her election to an allowable alternative payout period by
     submitting a new Election Form to the Committee, provided that any such
     Election Form is submitted at least 1 year prior to the Participant's
     Retirement and is accepted by the Committee in its sole discretion. The
     Election Form most recently accepted by the Committee shall govern the
     payout of the Retirement Benefit. If a Participant does not make any
     election with respect to the payment of the Retirement Benefit, then such
     benefit shall be payable in a lump sum. The lump sum payment shall be made,
     or installment payments shall commence, no later than 60 days after the
     last day on which the Participant Retires. Any payment made shall be
     subject to the Deduction Limitation.

5.3  Death Prior to Completion of Retirement Benefit. If a Participant dies
     after Retirement but before the Retirement Benefit is paid in full, the
     Participant's unpaid Retirement Benefit payments shall continue and shall
     be paid to the Participant's Beneficiary (a) over the remaining number of
     years and in the same amounts as that benefit would have been paid to the
     Participant had the Participant survived, or (b) in a lump sum, if
     requested by the Beneficiary and allowed in the sole discretion of the
     Committee, that is equal to the Participant's unpaid remaining Account
     Balance.

                                    ARTICLE 6
                         Pre-Retirement Survivor Benefit

6.1  Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the
     Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
     equal to the Participant's Account Balance if the Participant dies before
     he or she Retires, experiences a Termination of Employment or suffers a
     Disability.

6.2  Payment of Pre-Retirement Survivor Benefit. The Pre-Retirement Survivor
     Benefit shall be received by his or her Beneficiary in a lump sum. The lump
     sum payment shall be made no later than 60 days after the day on which the
     Committee is provided with proof that is satisfactory to the Committee of
     the Participant's death. Any payment made shall be subject to the Deduction
     Limitation.

                                    ARTICLE 7
                               Termination Benefit

7.1  Termination Benefit. Subject to the Deduction Limitation, the Participant
     shall receive a Termination Benefit, which shall be equal to the
     Participant's Account Balance if a Participant experiences a Termination of
     Employment prior to his or her Retirement, death or Disability.

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7.2  Payment of Termination Benefit. A Participant, in connection with his or
     her commencement of participation in the Plan, shall elect on an Election
     Form to receive the Termination Benefit in a lump sum or pursuant to an
     Annual Installment Method of 2 or 3 years. The Participant may annually
     change his or her election to an allowable alternative payout period by
     submitting a new Election Form to the Committee, provided that any such
     Election Form is submitted at least 1 year prior to the Participant's
     Termination of Employment and is accepted by the Committee in its sole
     discretion. The Election Form most recently accepted by the Committee shall
     govern the payout of the Termination Benefit. If a Participant does not
     make any election with respect to the payment of the Termination Benefit,
     then such benefit shall be payable in a lump sum. The lump sum payment
     shall be made, or installment payments shall commence, no later than 60
     days after the last day on which the Participant experiences a Termination
     of Employment. Any payment made shall be subject to the Deduction
     Limitation.

                                    ARTICLE 8
                          Disability Waiver and Benefit

8.1  Disability Waiver.

     (a)  Waiver of Deferral. A Participant who is determined by the Committee
          to be suffering from a Disability shall be excused from fulfilling
          that portion of the Annual Deferral Amount commitment that would
          otherwise have been withheld from a Participant's Base Annual Salary
          and/or Annual Bonus for the Plan Year during which the Participant
          first suffers a Disability. During the period of Disability, the
          Participant shall not be allowed to make any additional deferral
          elections, but will continue to be considered a Participant for all
          other purposes of this Plan.

     (b)  Return to Work. If a Participant returns to employment with an
          Employer after a Disability ceases, the Participant may elect to defer
          an Annual Deferral Amount for the Plan Year following his or her
          return to employment or service and for every Plan Year thereafter
          while a Participant in the Plan; provided such deferral elections are
          otherwise allowed and an Election Form is delivered to and accepted by
          the Committee for each such election in accordance with Section 3.3
          above.

8.2  Continued Eligibility; Disability Benefit. A Participant suffering a
     Disability shall, for benefit purposes under this Plan, continue to be
     considered to be employed and shall be eligible for the benefits provided
     for in Articles 4, 5, 6 or 7 in accordance with the provisions of those
     Articles. Notwithstanding the above, the Committee shall have the right to,
     in its sole and absolute discretion and for purposes of this Plan only, and
     must in the case of a Participant who is otherwise eligible to Retire, deem
     the Participant to have experienced a Termination of Employment, or in the
     case of a Participant who is eligible to Retire, to have Retired, at any
     time (or in the case of a Participant who is eligible to Retire, as soon as
     practicable) after such Participant is determined to be suffering a
     Disability, in which case the Participant shall receive a Disability
     Benefit equal to his or her Account Balance at the time of the Committee's
     determination; provided, however, that should the Participant otherwise
     have been eligible to Retire, he or she shall be paid in accordance with
     Article 5. The Disability Benefit shall be paid

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     in a lump sum within 60 days of the Committee's exercise of such right. Any
     payment made shall be subject to the Deduction Limitation.

                                    ARTICLE 9
                             Beneficiary Designation

9.1  Beneficiary. Each Participant shall have the right, at any time, to
     designate his or her Beneficiary(ies) (both primary as well as contingent)
     to receive any benefits payable under the Plan to a beneficiary upon the
     death of a Participant. The Beneficiary designated under this Plan may be
     the same as or different from the Beneficiary designation under any other
     plan of an Employer in which the Participant participates.

9.2  Beneficiary Designation; Change; Spousal Consent. A Participant shall
     designate his or her Beneficiary by completing and signing the Beneficiary
     Designation Form, and returning it to the Committee or its designated
     agent. A Participant shall have the right to change a Beneficiary by
     completing, signing and otherwise complying with the terms of the
     Beneficiary Designation Form and the Committee's rules and procedures, as
     in effect from time to time. If the Participant names someone other than
     his or her spouse as a Beneficiary, a spousal consent, in the form
     designated by the Committee, must be signed by that Participant's spouse
     and returned to the Committee. Upon the acceptance by the Committee of a
     new Beneficiary Designation Form, all Beneficiary designations previously
     filed shall be canceled. The Committee shall be entitled to rely on the
     last Beneficiary Designation Form filed by the Participant and accepted by
     the Committee prior to his or her death.

9.3  Acknowledgment. No designation or change in designation of a Beneficiary
     shall be effective until received and acknowledged in writing by the
     Committee or its designated agent.

9.4  No Beneficiary Designation. If a Participant fails to designate a
     Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
     designated Beneficiaries predecease the Participant or die prior to
     complete distribution of the Participant's benefits, then the Participant's
     designated Beneficiary shall be deemed to be his or her surviving spouse.
     If the Participant has no surviving spouse, the benefits remaining under
     the Plan to be paid to a Beneficiary shall be payable to the executor or
     personal representative of the Participant's estate.

9.5  Doubt as to Beneficiary. If the Committee has any doubt as to the proper
     Beneficiary to receive payments pursuant to this Plan, the Committee shall
     have the right, exercisable in its discretion, to cause the Participant's
     Employer to withhold such payments until this matter is resolved to the
     Committee's satisfaction.

9.6  Discharge of Obligations. The payment of benefits under the Plan to a
     Beneficiary shall fully and completely discharge all Employers and the
     Committee from all further obligations under this Plan with respect to the
     Participant, and that Participant's Plan Agreement shall terminate upon
     such full payment of benefits.

                                   ARTICLE 10
                                Leave of Absence

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10.1 Paid Leave of Absence. If a Participant is authorized by the Participant's
     Employer for any reason to take a paid leave of absence from the employment
     of the Employer, the Participant shall continue to be considered employed
     by the Employer and the Annual Deferral Amount shall continue to be
     withheld during such paid leave of absence in accordance with Section 3.3.

10.2 Unpaid Leave of Absence. If a Participant is authorized by the
     Participant's Employer for any reason to take an unpaid leave of absence
     from the employment of the Employer, the Participant shall continue to be
     considered employed by the Employer and the Participant shall be excused
     from making deferrals until the earlier of the date the leave of absence
     expires or the Participant returns to a paid employment status. Upon such
     expiration or return, deferrals shall resume for the remaining portion of
     the Plan Year in which the expiration or return occurs, based on the
     deferral election, if any, made for that Plan Year. If no election was made
     for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11
                     Termination, Amendment or Modification

11.1 Termination. Although each Employer anticipates that it will continue the
     Plan for an indefinite period of time, there is no guarantee that any
     Employer will continue the Plan or will not terminate the Plan at any time
     in the future. Accordingly, each Employer reserves the right to discontinue
     its sponsorship of the Plan and/or to terminate the Plan at any time with
     respect to any or all of its participating Employees, by action of its
     board of directors. Upon the termination of the Plan with respect to any
     Employer, the Plan Agreements of the affected Participants who are employed
     by that Employer shall terminate and their Account Balances, determined as
     if they had experienced a Termination of Employment on the date of Plan
     termination or, if Plan termination occurs after the date upon which a
     Participant was eligible to Retire, then with respect to that Participant
     as if he or she had Retired on the date of Plan termination, shall be paid
     to the Participants as follows: Prior to a Change in Control, if the Plan
     is terminated with respect to all of its Participants, an Employer shall
     have the right, in its sole discretion, and notwithstanding any elections
     made by the Participant, to pay such benefits in a lump sum or pursuant to
     an Annual Installment Method of up to 15 years, with amounts credited and
     debited during the installment period as provided herein. If the Plan is
     terminated with respect to less than all of its Participants, an Employer
     shall be required to pay such benefits in a lump sum. After a Change in
     Control, the Employer shall be required to pay such benefits in a lump sum.
     The termination of the Plan shall not adversely affect any Participant or
     Beneficiary who has become entitled to the payment of any benefits under
     the Plan as of the date of termination; provided however, that the Employer
     shall have the right to accelerate installment payments without a premium
     or prepayment penalty by paying the Account Balance in a lump sum or
     pursuant to an Annual Installment Method using fewer years (provided that
     the present value of all payments that will have been received by a
     Participant at any given point of time under the different payment schedule
     shall equal or exceed the present value of all payments that would have
     been received at that point in time under the original payment schedule).

11.2 Amendment. Any Employer may, at any time, amend or modify the Plan in whole
     or in part with respect to that Employer by the action of its board of
     directors; provided, however, that: (i) no amendment or modification shall
     be effective to decrease or restrict the value of a Participant's Account
     Balance in existence at the time the amendment or modification is made,
     calculated as if

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Executive Retirement Savings Plan
Master Plan Document

     the Participant had experienced a Termination of Employment as of the
     effective date of the amendment or modification or, if the amendment or
     modification occurs after the date upon which the Participant was eligible
     to Retire, the Participant had Retired as of the effective date of the
     amendment or modification, and (ii) no amendment or modification of this
     Section 11.2 or Section 12.2 of the Plan shall be effective. The amendment
     or modification of the Plan shall not affect any Participant or Beneficiary
     who has become entitled to the payment of benefits under the Plan as of the
     date of the amendment or modification; provided, however, that the Employer
     shall have the right to accelerate installment payments by paying the
     Account Balance in a lump sum or pursuant to an Annual Installment Method
     using fewer years (provided that the present value of all payments that
     will have been received by a Participant at any given point of time under
     the different payment schedule shall equal or exceed the present value of
     all payments that would have been received at that point in time under the
     original payment schedule).

11.3 Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above, if
     a Participant's Plan Agreement contains benefits or limitations that are
     not in this Plan document, the Employer may only amend or terminate such
     provisions with the consent of the Participant.

11.4 Effect of Payment. The full payment of the applicable benefit under
     Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
     obligations to a Participant and his or her designated Beneficiaries under
     this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 Administration

12.1 Committee Duties. Except as otherwise provided in this Article 12, this
     Plan shall be administered by a Committee which shall consist of the Board,
     or such committee as the Board shall appoint. Members of the Committee may
     be Participants under this Plan. The Committee shall also have the
     discretion and authority to (i) make, amend, interpret, and enforce all
     appropriate rules and regulations for the administration of this Plan and
     (ii) decide or resolve any and all questions including interpretations of
     this Plan, as may arise in connection with the Plan. Any individual serving
     on the Committee who is a Participant shall not vote or act on any matter
     relating solely to himself or herself. When making a determination or
     calculation, the Committee shall be entitled to rely on information
     furnished by a Participant or the Company.

12.2 Administration Upon Change In Control. For purposes of this Plan, the
     Company shall be the "Administrator" at all times prior to the occurrence
     of a Change in Control. Upon and after the occurrence of a Change in
     Control, the "Administrator" shall be an independent third party selected
     by the Trustee and approved by the individual who, immediately prior to
     such event, was the Company's Chief Executive Officer or, if not so
     identified, the Company's highest ranking officer (the "Ex-CEO"). The
     Administrator shall have the discretionary power to determine all questions
     arising in connection with the administration of the Plan and the
     interpretation of the Plan and Trust including, but not limited to benefit
     entitlement determinations; provided, however, upon and after the
     occurrence of a Change in Control, the Administrator shall have no power to
     direct the investment of Plan or Trust assets or select any investment
     manager or custodial firm for the Plan or Trust. Upon and after the
     occurrence of a Change in Control, the Company must: (1) pay all reasonable
     administrative expenses and fees of the Administrator; (2)

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Master Plan Document

     indemnify the Administrator against any costs, expenses and liabilities
     including, without limitation, attorney's fees and expenses arising in
     connection with the performance of the Administrator hereunder, except with
     respect to matters resulting from the gross negligence or willful
     misconduct of the Administrator or its employees or agents; and (3) supply
     full and timely information to the Administrator or all matters relating to
     the Plan, the Trust, the Participants and their Beneficiaries, the Account
     Balances of the Participants, the date of circumstances of the Retirement,
     Disability, death or Termination of Employment of the Participants, and
     such other pertinent information as the Administrator may reasonably
     require. Upon and after a Change in Control, the Administrator may be
     terminated (and a replacement appointed) by the Trustee only with the
     approval of the Ex-CEO. Upon and after a Change in Control, the
     Administrator may not be terminated by the Company.

12.3 Agents. In the administration of this Plan, the Committee may, from time to
     time, employ agents and delegate to them such administrative duties as it
     sees fit (including acting through a duly appointed representative) and may
     from time to time consult with counsel who may be counsel to any Employer.

12.4 Binding Effect of Decisions. The decision or action of the Administrator
     with respect to any question arising out of or in connection with the
     administration, interpretation and application of the Plan and the rules
     and regulations promulgated hereunder shall be final and conclusive and
     binding upon all persons having any interest in the Plan.

12.5 Indemnity of Committee. All Employers shall indemnify and hold harmless the
     members of the Committee, any Employee to whom the duties of the Committee
     may be delegated, and the Administrator against any and all claims, losses,
     damages, expenses or liabilities arising from any action or failure to act
     with respect to this Plan, except in the case of willful misconduct by the
     Committee, any of its members, any such Employee or the Administrator.

12.6 Employer Information. To enable the Committee and/or Administrator to
     perform its functions, the Company and each Employer shall supply full and
     timely information to the Committee and/or Administrator, as the case may
     be, on all matters relating to the compensation of its Participants, the
     date and circumstances the Retirement, Disability, death or circumstances
     of the Retirement, Disability, death or Termination of Employment of its
     Participants, and such other pertinent information as the Committee or
     Administrator may reasonably require.

                                   ARTICLE 13
                          Other Benefits and Agreements

13.1 Coordination with Other Benefits. The benefits provided for a Participant
     and Participant's Beneficiary under the Plan are in addition to any other
     benefits available to such Participant under any other plan or program for
     employees of the Participant's Employer. The Plan shall supplement and
     shall not supersede, modify or amend any other such plan or program except
     as may otherwise be expressly provided.

                                   ARTICLE 14
                                Claims Procedures

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Master Plan Document

14.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
     Participant (such Participant or Beneficiary being referred to below as a
     "Claimant") may deliver to the Committee a written claim for a
     determination with respect to the amounts distributable to such Claimant
     from the Plan. If such a claim relates to the contents of a notice received
     by the Claimant, the claim must be made within 60 days after such notice
     was received by the Claimant. All other claims must be made within 180 days
     of the date on which the event that caused the claim to arise occurred. The
     claim must state with particularity the determination desired by the
     Claimant.

14.2 Notification of Decision. The Committee shall consider a Claimant's claim
     within a reasonable time, and shall notify the Claimant in writing:

     (a)  that the Claimant's requested determination has been made, and that
          the claim has been allowed in full; or

     (b)  that the Committee has reached a conclusion contrary, in whole or in
          part, to the Claimant's requested determination, and such notice must
          set forth in a manner calculated to be understood by the Claimant:

          (i)   the specific reason(s) for the denial of the claim, or any part
                of it;

          (ii)  specific reference(s) to pertinent provisions of the Plan upon
                which such denial was based;

          (iii) a description of any additional material or information
                necessary for the Claimant to perfect the claim, and an
                explanation of why such material or information is necessary;
                and

          (iv)  an explanation of the claim review procedure set forth in
                Section 14.3 below.

14.3 Review of a Denied Claim. Within 60 days after receiving a notice from the
     Committee that a claim has been denied, in whole or in part, a Claimant (or
     the Claimant's duly authorized representative) may file with the Committee
     a written request for a review of the denial of the claim. Thereafter, but
     not later than 30 days after the review procedure began, the Claimant (or
     the Claimant's duly authorized representative):

     (a)  may review pertinent documents;

     (b)  may submit written comments or other documents; and/or

     (c)  may request a hearing, which the Committee, in its sole discretion,
          may grant.

14.4 Decision on Review. The Committee shall render its decision on review
     promptly, and not later than 60 days after the filing of a written request
     for review of the denial, unless a hearing is held or other special
     circumstances require additional time, in which case the Committee's
     decision must be rendered within 120 days after such date. Such decision
     must be written in a manner calculated to be understood by the Claimant,
     and it must contain:

     (a)  specific reasons for the decision;

     (b)  specific reference(s) to the pertinent Plan provisions upon which the
          decision was based; and

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Executive Retirement Savings Plan
Master Plan Document

         (c) such other matters as the Committee deems relevant.

14.5     Legal Action. A Claimant's compliance with the foregoing provisions of
         this Article 14 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.

                                   ARTICLE 15
                                      Trust

15.1     Establishment of the Trust. The Company shall establish the Trust, and
         each Employer shall at least annually transfer over to the Trust such
         assets as the Employer determines, in its sole discretion, are
         necessary to provide, on a present value basis, for its respective
         future liabilities created with respect to the Annual Deferral Amounts,
         Annual Company Contribution Amounts, and Company Matching Amounts for
         such Employer's Participants for all periods prior to the transfer, as
         well as any debits and credits to the Participants' Account Balances
         for all periods prior to the transfer, taking into consideration the
         value of the assets in the trust at the time of the transfer.

15.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employers, Participants and the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its obligations
         under the Plan.

15.3     Distributions From the Trust. Each Employer's obligations under the
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.

                                   ARTICLE 16
                                  Miscellaneous

16.1     Status of Plan. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employee" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

16.2     Unsecured General Creditor. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and unsecured promise to pay
         money in the future.

16.3     Employer's Liability. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An

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Executive Retirement Savings Plan
Master Plan Document

         Employer shall have no obligation to a Participant under the Plan
         except as expressly provided in the Plan and his or her Plan Agreement.

16.4     Nonassignability. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

16.5     Not a Contract of Employment. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of any Employer or to interfere
         with the right of any Employer to discipline or discharge the
         Participant at any time.

16.6     Furnishing Information. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.7     Terms. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

16.8     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

16.9     Governing  Law. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of California without regard to its conflicts of laws principles.

16.10    Notice. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                            Chief Financial Officer
                            California Pizza Kitchen, Inc.
                            6053 West Century Boulevard, 11/th/ Floor
                            Los Angeles, California 90045

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Executive Retirement Savings Plan
Master Plan Document

         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

16.11    Successors. The provisions of this Plan shall bind and inure to the
         benefit of the Participant's Employer and its successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

16.12    Spouse's Interest. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

16.13    Validity. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.14    Incompetent. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

16.15    Court Order. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    Distribution in the Event of Taxation.

         (a)   In General. If, for any reason, all or any portion of a
               Participant's benefits under this Plan becomes taxable to the
               Participant prior to receipt, a Participant may petition the
               Committee before a Change in Control, or the trustee of the Trust
               after a Change in Control, for a distribution of that portion of
               his or her benefit that has become taxable. Upon the grant of
               such a petition, which grant shall not be unreasonably withheld
               (and, after a Change in Control, shall be granted), a
               Participant's Employer shall distribute to the Participant
               immediately available funds in an amount equal to the taxable
               portion of his or her benefit (which amount shall not exceed a
               Participant's unpaid Account Balance under the Plan). If the
               petition is granted, the tax liability distribution shall be made

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Executive Retirement Savings Plan
Master Plan Document

               within 90 days of the date when the Participant's petition is
               granted. Such a distribution shall affect and reduce the benefits
               to be paid under this Plan.

         (b)   Trust. If the Trust terminates in accordance with its terms and
               benefits are distributed from the Trust to a Participant in
               accordance therewith, the Participant's benefits under this Plan
               shall be reduced to the extent of such distributions.

16.17    Insurance. The Employers, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employers or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employers shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company or companies to whom the Employers have applied for
         insurance.

16.18    Legal Fees To Enforce Rights After Change in Control. The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the
         Participant's Employer to institute, or may institute, litigation
         seeking to deny Participants the benefits intended under the Plan. In
         these circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company, the Participant's Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer or any other person takes any action to declare the Plan void
         or unenforceable or institutes any litigation or other legal action
         designed to deny, diminish or to recover from any Participant the
         benefits intended to be provided, then the Company and the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her choice at the expense of the Company and the
         Participant's Employer (who shall be jointly and severally liable) to
         represent such Participant in connection with the initiation or defense
         of any litigation or other legal action, whether by or against the
         Company, the Participant's Employer or any director, officer,
         shareholder or other person affiliated with the Company, the
         Participant's Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of May 1, 2000.

                                    "Company"
                                    California Pizza Kitchen, Inc., a California
                                    corporation

                                                By: /s/ H.G. CARRINGTON JR.
                                                    ------------------------
                                                H.G. Carrington Jr
                                    Executive Vice President and Chief Financial
                                    Officer

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<PAGE>

                 Late-Day Trading Addendum With Plan Sponsor for
              Plans with Wilmington Trust Company, as Trustee, and
          Administrative Management Group ("AMG"), as Plan Recordkeeper
                  (NSCC/FUNDServe Processed Mutual Funds Only)

     THIS ADDENDUM is made as of this 28 day of June, 2001, between California
Pizza Kitchen (the "Plan Sponsor"), plan sponsor of the Executive Deferred Comp
Plan (the "Plan"), and WILMINGTON TRUST COMPANY, as Trustee (the "Trustee").

     1.   This Addendum supplements the Trust Agreement between the Plan Sponsor
          and the Trustee with respect to the Plan and sets forth the mutual
          understanding of the late day trade processing requirements for the
          Plan. In the event of any inconsistency with the Trust Agreement, the
          provisions of this Addendum shall control.

     2.   The Recordkeeper shall be responsible for providing the Trustee with
          all information associated with "late-day trading" of mutual funds
          held under the Trust Agreement; and the Plan Sponsor acknowledges that
          the "late-day trading" of such securities shall be executed by the
          Trustee based on information provided by the Recordkeeper. The method,
          timing and processing of this trading shall be as specified below, as
          amended in writing from time to time by the parties. The Trustee shall
          execute directed trades in accordance with the standards specified
          below, and any processing of mutual fund trades which does not comply
          with the terms specified below shall be undertaken by the Trustee on a
          best efforts basis only, which may include the next business day. The
          Plan Sponsor hereby confirms that it has appointed Administrative
          Management Group as the Recordkeeper for the Plan, and the Trustee
          shall be entitled to rely upon the continuation of such appointment
          until notified to the contrary in writing by the Plan Sponsor.
By:
 3:00 p.m. CT/4:00 p.m. ET          AMG edits/updates any incoming transactions
                                    received since 3 p.m. CT/4:00 p.m. ET of the
                                    previous day. Any trade requests made on the
                                    voice response system after 3 p.m. CT/4:00
                                    p.m. ET will be processed with the next
                                    business day's transactions.
 8:00 p.m. CT/9:00 p.m. ET          The Trustee will make all reasonable efforts
                                    to receive NAV prices for mutual funds and
                                    provide such prices to AMG by electronic
                                    transmission.
10:00 p.m. CT/11:00 p.m. ET         AMG provides purchases and sales detail to
                                    the Trustee by electronic transmission and
                                    in a mutually agreed upon file format. If
                                    there is no activity, a zero file
                                    transmission will be sent.
 1:00 a.m. CT/2:00 a.m. ET          The Trustee processes the late-day trade
                                    file on its trust accounting system; and the
                                    Trustee creates a Computer-to-Computer (CCF)
                                    Fund/SERV late trade file, which will be
                                    transmitted to DTCC within the DTCC required
                                    timeframes.
10:00 a.m. CT/11:00 a.m. ET         The Trustee receives confirmations for the
                                    previous day's trades electronically through
                                    DTCC.
Noon CT/1 p.m. ET                   The Trustee will notify AMG of any
                                    reconciling differences from the previous
                                    day's activity. The Trustee will promptly
                                    notify AMG of

<PAGE>

                                    subsequent adjustments made by the fund
                                    family, upon a responsible officer of the
                                    Trustee having actual knowledge of said
                                    adjustments.

          The above processes assume that all required information, including
          pricing information, is received timely and through automated pricing
          services, and each step is dependent on the timely performance of the
          preceding steps. Pricing data for mutual funds will be obtained from
          sources believed to be reliable, but the Trustee shall not be liable
          for the accuracy of such prices. AMG will independently obtain pricing
          data from sources believed by it to be reliable, and will use the
          prices provided by the Trustee as an additional check on pricing
          accuracy prior to transmitting AMG's trade file to the Trustee.

     3.   The Recordkeeper (and not the Trustee) shall be responsible at all
          times to maintain records sufficient to identify the date and time of
          receipt of all investor/participant-level transactions involving a
          Fund, including, without limitation, all purchases, redemptions and
          exchanges. At the written request of any mutual fund family or
          complex, the Recordkeeper will make available copies of all records of
          investor/participant-level transactions maintained by the Recordkeeper
          as may be reasonably requested by any mutual fund family or complex to
          ensure compliance with applicable law. The Recordkeeper also agrees
          that such records will be made available to the Securities and
          Exchange Commission in accordance with requirements of Rule 17Ad-7(g)
          under the Securities Exchange Act of 1934, as amended, or any other
          applicable law. The Recordkeeper represents and warrants that its
          internal control structure over the processing and transmission of
          participant instructions is and will continue to be suitably designed
          to prevent or detect on a timely basis instructions received after the
          applicable cut off times for non-late day trading or late day trading,
          as the case may be, established by the NSCC or the Funds, if earlier
          (collectively, "Cut Off Times"), from being aggregated with
          participant instructions received prior to the applicable Cut Off
          Times, and to minimize errors that could result in late transmission
          of any instructions to any mutual fund family or complex. The
          Recordkeeper agrees to grant to any mutual fund family or complex the
          right, upon reasonable written notice, to audit such control
          functions. Further, AMG (the "Recordkeeper"), will not accept orders
          or otherwise act in a manner that is contrary to NSCC requirements for
          trading any Plan on the "late-day trading" platform.

     4.   In no event shall the Trustee or Administrative Management Group be
          liable or responsible for any losses arising out of events beyond
          their control which prevent or delay the late-day trading of any
          mutual funds including, without limitation, any unavailability or
          delay in obtaining pricing information, any interruption or delay in
          electronic transmissions, any action of any utility, and any
          mechanical or other malfunction or electronic interruption or any
          other event which prevents or interrupts normal processing; and the
          Trustee shall not be liable or responsible for any loss to the Plan
          Sponsor, Plan and/or Plan participants that results from
          fluctuation(s) of market value(s) during any such period.

<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused its duly
authorized representatives to execute this Agreement as of the date first
written above.

PLAN SPONSOR:                                               TRUSTEE:
                                                       WILMINGTON TRUST COMPANY
                                                            as Trustee


By: /s/ GREGORY S. LEVIN                                 By: /s/ BOYD S. MINNIX
    --------------------                                     ------------------
Gregory S. Levin                                         Boyd S. Minnix
--------------------------
Title: Vice President and Chief Financial Officer        Title: Director of
                                                         Retirement Services

ACKNOWLEDGED AND AGREED TO
BY THE RECORDKEEPER:

ADMINISTRATIVE MANAGEMENT GROUP


By: /s/  J.H. BLACK
    ---------------
Title: John H. Black
Title: Assistant Vice President

<PAGE>

                     APPOINTMENT OF WILMINGTON TRUST COMPANY
                              AS SUCCESSOR TRUSTEE
                        AND AMENDMENT OF TRUST AGREEMENT

     THIS AGREEMENT (the "Agreement") is made as of June 28, 2001, by and
between CALIFORNIA PIZZA KITCHEN, INC., a California corporation (the
"Company"), and WILMINGTON TRUST COMPANY, a Delaware corporation ("WTC" or the
"Trustee").

     WHEREAS, the Company has heretofore adopted a nonqualified deferred
compensation plan named the California Pizza Kitchen Executive Retirement
Savings Plan (the "Plan");

     WHEREAS, in connection with the adoption of the Plan, the Company
heretofore entered into a Trust Agreement dated as of October 1, 1999 (the
"Trust Agreement") with Investors Bank and Trust as trustee, and a true and
accurate copy of which Trust Agreement has been provided to WTC;

     WHEREAS, the Company desires to appoint WTC as successor trustee under the
Trust Agreement, and WTC is willing to serve as successor trustee in accordance
with the terms and conditions hereof.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and intending to be legally bound, the Company and WTC hereby agree as follows:

1.   Pursuant to Article VIII of the Trust Agreement, the Company hereby
     appoints WTC as successor trustee, and WTC hereby accepts its appointment
     as successor trustee.

2.   Article 4.2.8 of the Trust Agreement is hereby amended to read in full as
     follows:
     "To employ agents, accountants, actuaries or other professionals to assist
     in performing any of its duties or obligations hereunder, and with the
     prior consent of the Company, which consent shall not be unreasonably
     withheld, to request the advice and assistance of counsel, including
     counsel for the Company, or other counsel designated by the Company or by
     the Trustee."

3.   Article 6.1 of the Trust Agreement is hereby amended by adding the
     following phrase at the end thereof:
     ", or be under any obligation to monitor any insurance policies or
     contracts held in the Trust or the issuers of any such insurance policies
     or contracts."

4.   Article 6.2 of the Trust Agreement is hereby amended by adding the
     following sentence at the end thereof:
     "Unless and until notified otherwise in writing by the Company, the Trustee
     is hereby authorized to receive and act upon any instructions received
     directly from the recordkeeper for the Plan (currently Lincoln National
     Life Insurance Company or its

<PAGE>

     agent, Administrative Management Group), whether in writing, by facsimile
     or electronic transmission, with respect to any investments, beneficiary
     payments, tax reporting or other transactions to be processed on behalf of
     the Trust, and such instructions shall for all purposes be deemed provided
     directly by the Company under this Trust Agreement."

5.   Article 6.3 of the Trust Agreement is hereby amended by adding the
     following sentence at the end thereof:
     "Notwithstanding the foregoing, in no event shall the Trustee have any duty
     to undertake, defend or continue any litigation unless payment of related
     fees and expenses in ensure to the reasonable satisfaction of the Trustee."

6.   The first sentence of Article 12.1 of the Trust Agreement is hereby amended
     to read as follows:
     "The Trust shall be construed and administered according to the internal
     laws of the jurisdiction in which the principal office of the Trustee is
     located."

7.   The parties agree that the Trustee shall be paid compensation for its
     services by the recordkeeper as part of a "bundled" fee arrangement for the
     Plan. To the extent not paid by the recordkeeper, or alternatively by the
     Employer, such compensation, costs and expenses shall be paid from the
     Trust Fund as provided in Article VII of the Trust Agreement.

8.   Except as amended and modified hereby, the terms and provisions of the
     Trust Agreement are hereby ratified, approved and confirmed.

     IN WITNESS WHEREOF, the parties have each caused this Agreement to be
executed and its corporate seal to be affixed by duly authorized officers as of
the date first above written.

CALIFORNIA PIZZA KITCHEN, INC.                WILMINGTON TRUST COMPANY,
                                              as Successor Trustee

By: /s/ GREGORY S. LEVIN                      By: /s/ MARY A. STOPYRA
    -------------------------                    -------------------------
Gregory S. Levin                              Mary A. Stopyra
Vice President and Chief Financial Officer    By: Vice President

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