FOURTH AMENDMENT TO THE
                      MORRISON MANAGEMENT SPECIALISTS, INC.

                              SALARY DEFERRAL PLAN

     THIS FOURTH AMENDMENT is made as of this 29th day of June, 2000 by MORRISON
MANAGEMENT  SPECIALISTS,  INC., a corporation  duly organized and existing under
the laws of the state of Georgia (the "Primary Sponsor").

                              W I T N E S S E T H:
                              - - - - - - - - - -


     WHEREAS,  the Primary  Sponsor  maintains  the Morrison  Health Care,  Inc.
Salary Deferral Plan (the "Plan") under an indenture dated March 7, 1996; and

     WHEREAS,  to  reflect  the  change in the name of the  Primary  Sponsor  to
Morrison Management Specialists, Inc., the Primary Sponsor desires to change the
name of the Plan to the "Morrison Management  Specialists,  Inc. Salary Deferral
Plan."

         WHEREAS,  the  Primary  Sponsor  wishes  to amend  the Plan to  reflect
certain changes under the Uniformed Services  Employment and Reemployment Rights
Act, the Small Business Job  Protection Act of 1996 and the Taxpayer  Relief Act
of 1997; and

         WHEREAS,  the Primary  Sponsor  wishes to amend the Plan to reflect the
preservation  of  certain  protected  benefits  within  the  meaning  of Section
411(d)(6) of the Internal  Revenue  Code  resulting  from the transfer of assets
from the Charlotte-Mecklenburg Hospital Authority 401(k) Matched Savings Plan.

         NOW, THEREFORE, the Plan is hereby amended,  effective as of January 1,
1997, except as otherwise provided herein, as follows:

         1.       Effective  January 1, 2000, by  deleting Section 1.1(c) in its
entirety and by substituting therefor the following:

                  "(c)  `Employee   Deferred  Account'  which  shall  reflect  a
         Member's  interest in  contributions  made by a Plan Sponsor under Plan
         Section 3.1 and a Member's  interest,  if any, in his  Deferred  Income
         Account under the CHS Plan which has been  transferred to the Plan in a
         trust-to-trust transfer."

         2.       Effective January 1, 2000, by deleting Section 1.1(f) in its
entirety and by substituting therefor the following:

                  "(f)  `Rollover   Account'  which  shall  reflect  a  Member's
         interest in Rollover  Amounts and a Member's  interest,  if any, in his
         Rollover  Account under the CHS Plan which has been  transferred to the
         Plan in a trust-to-trust transfer."

         3.       Effective January 1, 2000, by adding the following new Section
1.1(l)A as follows:

                  "(l)A  `Discretionary  Profit  Sharing  Contribution  Account'
         which shall reflect a Member's interest in discretionary profit sharing
         contributions  made by a Plan  Sponsor  under Plan  Section  3.4C and a
         Member's interest, if any, in his Employer Discretionary  Contributions
         Account  under  the  Charlotte-Mecklenburg  Hospital  Authority  401(k)
         Matched Savings Plan (the `CHS Plan') which has been transferred to the
         Plan in a trust-to-trust transfer."

         4.       Effective January 1, 2000, by adding the following new Section
1.1(m) as follows:

                  "(m) `CHS Matching Employer Contributions Account' which shall
         reflect  a  Member's  interest,   if  any,  in  his  Matching  Employer
         Contributions  Account,  if any,  under  the CHS  Plan  which  has been
         transferred to the Plan in a trust-to-trust transfer."

         5.       Effective January 1, 1998, by deleting existing  Plan  Section
1.5 in its entirety and by substituting the following:

                  "1.5 `Annual  Compensation'  means wages within the meaning of
         Code Section  3401(a) (for  purposes of income tax  withholding  at the
         source) paid to an Employee by a Plan Sponsor and  Affiliates  during a
         Plan Year (but without regard to any rules that limit the  remuneration
         included in wages based on the nature or location of the  employment or
         the services performed, such as the exception for agricultural labor in
         Code  Section  3401(a)(2)),  to the  extent not in excess of the Annual
         Compensation  Limit for all purposes under the Plan except for purposes
         of determining who are Highly  Compensated  Employees.  Notwithstanding
         the above, Annual Compensation shall be determined as follows:

                    (a) (1) for  purposes of  determining,  with respect to each
                    Plan  Sponsor,  the  amount of  contributions  made by or on
                    behalf of an Employee  under Plan Section 3 and  allocations
                    under Plan Section 4, and

                        (2) for   purposes  of   applying  the   provisions   of
                    Appendix A hereto for such Plan Years  as the  Secretary of
                    the Treasury  may  allow,  Annual  Compensation  shall  only
                    include amounts  received  for the portion of the Plan  Year
                    during  which the Employee was a Member; and

                    (b) for all  purposes  under the Plan,  Annual  Compensation
               shall include any amount which would have been paid during a Plan
               Year,  but was  contributed  by a Plan  Sponsor  on  behalf of an
               Employee  pursuant to a salary  reduction  agreement which is not
               includable in the gross income of the Employee under Section 125,
               402(g)(3), or 457 of the Code."

         6.       Effective January 1, 2000, by adding the following new Section
1.9A as follows:

                  "1.9A  `CHS  Facility'  means any  facility  or  location,  or
         successor  thereto,  previously  operated by the  Charlotte-Mecklenburg
         Hospital Authority."

         7.       By deleting Section 1.19  in its entirety and by  substituting
therefor the following:

                  "1.19 `Eligible Employee' means any Employee of a Plan Sponsor
         other than an Employee  who is (a) an Employee  covered by a collective
         bargaining agreement between a union and a Plan Sponsor,  provided that
         retirement  benefits were the subject of good faith bargaining,  unless
         the bargaining agreement provides for participation in the Plan; or (b)
         a leased  employee  within the meaning of Code  Section  414(n)(2),  or
         deemed to be an Employee  of a Plan  Sponsor  pursuant  to  regulations
         under Code Section 414(o). Notwithstanding the foregoing, no person who
         is initially classified by a Plan Sponsor as an independent  contractor
         for  federal  income tax  purposes  shall be  regarded  as an  Eligible
         Employee for that period,  regardless of any  subsequent  determination
         that any such  person  should have been  characterized  as a common law
         employee of the Plan Sponsor for the period in question."

         8.       Effective  January 1, 2000, by  deleting Section  1.21 in  its
entirety and by substituting therefore the following:

                  "1.21 `Eligible Rollover  Distribution' means any distribution
         of all or any  portion of the  Distributee's  Account,  except  that an
         Eligible Rollover  Distribution does not include: any distribution that
         is one of a series of substantially  equal periodic  payments (not less
         frequently than annually) made for the life (or life expectancy) of the
         Distributee  or the joint  lives (or joint  life  expectancies)  of the
         Distributee  and the  Distributee's  designated  Beneficiary,  or for a
         specified  period of ten years or more; any  distribution to the extent
         such distribution is required under Code Section 401(a)(9); the portion
         of any distribution that is not includable in gross income  (determined
         without  regard to the exclusion for net unrealized  appreciation  with
         respect to employer securities);  and any distribution  contemplated by
         Code Section 401(k)(2)(B)(i)(IV)."

         9.       By  deleting  existing Plan  Section 1.31 in its  entirety and
substituting therefor the following:

                  "1.31 `Highly  Compensated  Employee' means, with respect to a
         Plan Year, each Employee who:

                           (a)  was at any  time  during  the  Plan  Year or the
                  immediately  preceding  Plan  Year an owner of more  than five
                  percent  (5%) of the  outstanding  stock of a Plan  Sponsor or
                  Affiliate or more than five percent (5%) of the total combined
                  voting power of all stock of a Plan Sponsor or Affiliate; or

                           (b) received Annual Compensation in excess of $85,000
                  during  the  immediately  preceding  Plan  Year  ($80,000  for
                  preceding Plan Years  beginning on or before January 1, 1999),
                  which  amount  shall be  adjusted  for  changes in the cost of
                  living as provided in  regulations  issued by the Secretary of
                  the Treasury.

                           (c) is a former Employee who met the  requirements of
                  Subsection  (a)  or  (b)  at  the  time  the  former  Employee
                  separated  from  service with the Plan Sponsor or an Affiliate
                  or at any time after the former Employee attained age 55."

         10.      By deleting existing Plan Section 1.37(c) in its entirety  and
by substituting therefor the following:  "[Reserved.]"

         11.      Effective  January 1, 2000, by deleting  Section  1.44 in  its
entirety and by substituting the following:

                  "1.44  `Profit  Sharing  Plan'  means the  portion of the Plan
         pertaining  to  Discretionary  Profit  Sharing  Contribution  Accounts,
         Employee   Deferred   Accounts,    Voluntary   Contribution   Accounts,
         Pre-Spinoff Matching Accounts,  Diversification  Accounts, CHS Matching
         Employer Contributions Accounts, and Rollover Accounts."

         12.      Effective January 1, 2000, by adding the following new Section
3.4C as follows:

                  "3.4C  Discretionary  Profit Sharing  Contributions.  The Plan
         Sponsor proposes to make contributions to the Fund with respect to each
         Plan Year on behalf of each Member who is an Eligible Employee entitled
         to an allocation under Plan Section 4.1A in an amount determined by the
         Plan Sponsor."

         13.      Effective January 1, 2000, by  deleting  Section  3.6  in  its
entirety and by substituting therefor the following:

                  "3.6 In no event  will  the sum of  contributions  under  Plan
         Sections 3.1, 3.2, 3.4A,  3.4B,  and 3.4C exceed the deductible  limits
         under Code Section 404."

         14.      Effective January 1, 2000, by adding the following new Section
4.1A as follows:

                  "4.1A Discretionary Profit Sharing  Contributions.  As soon as
         reasonably  practicable  following  the date of receipt by the Trustee,
         Plan  Sponsor  contributions  made  pursuant  to Section  3.4C shall be
         allocated to the Discretionary  Profit Sharing  Contribution Account of
         each Member who is  employed  by a Plan  Sponsor on the last day of the
         Plan  Year  at a CHS  Facility  in the  proportion  that  the  Member's
         Compensation  bears to the Annual  Compensation of all Members entitled
         to an allocation under this Plan Section 4.1A."

         15.      By deleting Sections 4.4(b) and (c) in their entirety  and  by
substituting the following:

                  "(b) Any shares of Company  Stock which are released  from the
         Loan  Suspense  Account  that  are  attributable  (1) to  Plan  Sponsor
         contributions  under  Plan  Section  3.3 and  forfeitures;  (2) to cash
         dividends  paid on  shares  of  Company  Stock  allocated  to the  Loan
         Suspense  Account  that are used to make a  payment  on an  Acquisition
         Loan;  and (3) to proceeds on the sale of shares of Company  Stock held
         in the Loan  Suspense  Account  that are used to make a  payment  on an
         Acquisition  Loan shall be  allocated to Company  Matching  Accounts in
         accordance with Plan Section 4.2(a).  Proceeds on the sale of shares of
         Company Stock held in the Loan Suspense Account may be used to repay an
         Acquisition Loan if the transaction, based on all the surrounding facts
         and circumstances,  satisfies the requirements of Treasury  Regulations
         Section 54.4975-7(b)(3).

                  (c) To the extent the  proceeds  on the sale of Company  Stock
         held in the Loan Suspense  Account exceed the amount of the Acquisition
         Loan, such proceeds shall be treated as earnings and shall be allocated
         to each Member's  Supplemental  Matching Account in the proportion that
         the  balance  of  the  Member's  Accounts  under  the  ESOP  as of  the
         immediately  preceding  Valuation  Date bears to the total value of all
         Members'  Accounts  under  the  ESOP  as of the  immediately  preceding
         Valuation Date."

         16.      By deleting Section 4.4(e) in its entirety.

         17.      Effective January 1, 2000, by adding the following new Section
6.3A as follows:

                  "6.3A  Subject  to  the  rules  and  conditions  as  the  Plan
         Administrator may prescribe,  by request, a Member who has attained the
         age of 59 1/2 may elect to withdrawal  all or any portion of his vested
         Account."

         18.      By deleting Section 6.4 in its entirety and by substituting
therefor the following:

                  "6.4 Any  distribution  pursuant to this Plan  Section,  other
         than a distribution  on account of a hardship,  shall be made in a lump
         sum to the  Member  and  shall  be  subject  to the  Eligible  Rollover
         Distribution requirements set forth in Plan Section 11.2."

         19.      Effective  January 1, 2000,  by  deleting Section  8.4  in its
entirety and by substituting therefor the following:

                  "8.4 Payment of the Member's  Accrued Benefit shall be made as
         soon  as   administratively   feasible  after  the  Member   terminates
         employment,  but in no event  later than,  unless the Member  otherwise
         elects,  the 60th day after the latest of the close of the Plan Year in
         which  the  Member  terminates  his  service  with  the  Plan  Sponsor;
         provided,  however,  if the Member's  Accrued Benefit exceeds $5,000 it
         will not be distributed before the Member's `required  beginning date,'
         within the  meaning  of Plan  Section  11.3(c),  without  the  Member's
         consent."

         20.      Effective January 1, 2000, by  deleting  Section  9.3  in  its
entirety and by substituting therefor the following:

                  "9.3 Payment of the Member's  Accrued Benefit shall be made as
         soon  as   administratively   feasible  after  the  Member   terminates
         employment,  but in no event  later than,  unless the Member  otherwise
         elects,  the 60th day after the latest of the close of the Plan Year in
         which  the  Member  terminates  his  service  with  the  Plan  Sponsor;
         provided,  however,  if the Member's  Accrued Benefit exceeds $5,000 it
         will not be distributed before the Member's `required  beginning date,'
         within the  meaning  of Plan  Section  11.3(c),  without  the  Member's
         consent."

         21.      Effective January 1, 2001, by deleting  Section 11.3(c) in its
entirety and by substituting therefor the following:

                  "(c)  For  purposes  of  this  Section,   the  term  `required
         beginning  date' means April 1 of the calendar year following the later
         of the  calendar  year in which the  Member  attains  age 70 1/2 or the
         calendar year in which the Member retires, except that in the case of a
         person  described  in Section  l(b)(3)  of  Appendix  C, the  `required
         beginning  date' shall be April 1 of the calendar  year  following  the
         calendar year in which the Member  attains age 70 1/2.  Notwithstanding
         the foregoing, with respect to a Member who attains age 70 1/2 prior to
         January 1, 2001,  such  Member  may elect to receive  minimum  required
         distributions  in accordance with Section  401(a)(9) as in effect prior
         to January 1, 1997,  or, in the  alternative,  such Member may elect to
         defer distribution,  in which event benefits will be paid in accordance
         with the remaining provisions of the Plan."

         22.      By deleting the first sentence of Section 22.1 in its entirety
and by substituting therefor the following:

         "Subject to the provisions of the Plan and the Trust,  on and after the
         date the  provisions of this Section are  activated by express  written
         action of the Plan Administrator,  each Member who is an Employee shall
         have the right, subject to prior approval by the Plan Administrator, to
         borrow from the Fund."

         23.      By adding a new final sentence to Section 22.1 as follows:

         "In  addition,  any  loan  made to a  Member  under  the CHS  Plan  and
         transferred to the Plan shall be governed and  administered by the Plan
         Administrator in accordance with the terms of the notes evidencing such
         loans and shall be subject to the terms of the Plan and the Trust."

         24.      By deleting Section 22.7 in its entirety and  by  substituting
therefor the following:

                  "22.7 Each loan, by its terms, shall be repaid within five (5)
         years;  except that the Plan  Administrator  by uniform rule, may allow
         any loan  which is used to acquire  any  dwelling  unit which  within a
         reasonable time is to be used (determined at the time the loan is made)
         as the principal residence of the borrower,  by its terms, to be repaid
         within a longer period of time."

         25.      By deleting Appendix A in its entirety and by substituting the
following:

                                   "APPENDIX A

                         SPECIAL NONDISCRIMINATION RULES

                                    SECTION 1

                  As used in this Appendix,  the following  words shall have the
         following meanings:

                           (a)      `Eligible Member' means  a Member who  is an
                  Employee during any particular Plan Year.

                           (b)      `Highly Compensated  Eligible  Member' means
                  any  Eligible Member  who  is  a  Highly Compensated Employee.

                           (c) `Matching  Contribution'  means any  contribution
                  made by a Plan  Sponsor  to a Matching  Account  and any other
                  contribution  made to a plan by a Plan Sponsor or an Affiliate
                  on behalf of an Employee on account of a contribution  made by
                  an Employee or on account of an Elective Deferral.

                           (d) `Qualified Matching Contributions' means Matching
                  Contributions which are immediately  nonforfeitable when made,
                  and which would be  nonforfeitable,  regardless  of the age or
                  service of the Employee or whether the Employee is employed on
                  a certain date, and which may not be distributed,  except upon
                  one of the events described under Section  401(k)(2)(B) of the
                  Code and the regulations thereunder.

                           (e)  `Qualified   Nonelective   Contributions'  means
                  contributions of the Plan Sponsor or an Affiliate,  other than
                  Matching  Contributions  or  Elective  Deferrals,   which  are
                  nonforfeitable  when made,  and which would be  nonforfeitable
                  regardless  of the age or service of the  Employee  or whether
                  the Employee is employed on a certain date,  and which may not
                  be distributed,  except upon one of the events described under
                  Code Section 401(k)(2)(B) and the regulations thereunder.

                                    SECTION 2

                  In  addition to any other  limitations  set forth in the Plan,
         for each Plan Year one of the following tests must be satisfied:

                           (a) the  actual  deferral  percentage  for the Highly
                  Compensated  Eligible  Members  for the Plan  Year must not be
                  more than the actual deferral percentage of all other Eligible
                  Members for the preceding Plan Year multiplied by 1.25; or

                           (b) the excess of the actual deferral  percentage for
                  the Highly Compensated Eligible Members for the Plan Year over
                  that of all other Eligible Members for the preceding Plan Year
                  must  not be more  than  two (2)  percentage  points,  and the
                  actual deferral percentage for the Highly Compensated Eligible
                  Members  for the Plan Year  must not be more  than the  actual
                  deferral  percentage  of all other  Eligible  Members  for the
                  preceding Plan Year multiplied by two (2).

                  The `actual  deferral  percentage' for the Highly  Compensated
         Eligible  Members and all other Eligible Members for a Plan Year is the
         average in each group of the  ratios,  calculated  separately  for each
         Employee,  of the Deferral  Amounts  contributed by the Plan Sponsor on
         behalf of an Employee for the Plan Year to the Annual  Compensation  of
         the Employee in the Plan Year. In addition, for purposes of calculating
         the `actual deferral  percentage' as described above,  Deferral Amounts
         of  Employees  who are  not  Highly  Compensated  Employees  which  are
         prohibited  by  Code  Section   401(a)(30)  shall  not  be  taken  into
         consideration.  Except to the  extent  limited by  Treasury  Regulation
         section   1.401(k)-l(b)(5)   and  any  other   applicable   regulations
         promulgated  by the  Secretary  of the  Treasury,  all or  part  of the
         Qualified    Matching    Contributions   and   Qualified    Nonelective
         Contributions  made  pursuant  to the Plan may be treated  as  Deferral
         Amounts for purposes of determining the `actual deferral percentage.'

                                    SECTION 3

                  If the Deferral  Amounts  contributed  on behalf of any Highly
         Compensated  Eligible  Member  exceeds the amount  permitted  under the
         `actual  deferral  percentage'  test  described  in  Section  2 of this
         Appendix  A for any given Plan  Year,  then  before the end of the Plan
         Year following the Plan Year for which the Excess  Deferral  Amount was
         contributed, (a) the portion of the Excess Deferral Amount for the Plan
         Year  attributable  to a Highly  Compensated  Member,  as  adjusted  to
         reflect income,  gain, or loss  attributable to it through the date the
         end of the Plan Year for which the test is being  performed and reduced
         by any excess Elective Deferrals as determined pursuant to Plan Section
         3.1 previously  distributed  to a Member for the Member's  taxable year
         ending with or within the Plan Year,  may be  distributed to the Highly
         Compensated   Eligible   Member  or  (b)  to  the  extent  provided  in
         regulations  issued  by  the  Secretary  of  the  Treasury,   the  Plan
         Administrator  may permit the Member to elect,  within two and one-half
         months  after the end of the Plan Year for  which the  Excess  Deferral
         Amount was contributed, to treat the Excess Deferral Amount, unadjusted
         for  earnings,  gains,  and  losses,  but as so  reduced,  as an amount
         distributed  to  the  Member  and  then  contributed  as  an  after-tax
         contribution by the Member to the Plan (`recharacterized amounts'). The
         income  allocable to such Excess Deferral Amount shall be determined in
         a similar  manner as described  in Section 4.3 of the Plan.  The Excess
         Deferral Amount to be distributed or  recharacterized  shall be reduced
         by Deferral Amounts previously  distributed or recharacterized  for the
         taxable year ending in the same Plan Year, and shall also be reduced by
         Deferral Amounts previously distributed or recharacterized for the Plan
         Year  beginning in such taxable year.  For all other purposes under the
         Plan other than this Appendix A, recharacterized amounts shall continue
         to be treated as Deferral  Amounts.  In the event the  multiple  use of
         limitations  contained  in Sections  2(b) and 5(b) of this  Appendix A,
         pursuant to Treasury  Regulations  section 1.401(m)-2 as promulgated by
         the Secretary of the Treasury, requires a corrective distribution, such
         distribution  shall be made pursuant to this Section 3, and not Section
         6 of Appendix A. The portion of the Matching Contribution on which such
         Excess   Deferral   Amount  was  based  shall  be  forfeited  upon  the
         distribution or recharacterization,  as the case may be, of such Excess
         Deferral Amount.

                           (a) For purposes of this Section 3, `Excess  Deferral
                  Amount' means, with respect to a Plan Year, the excess of:

                                    (1)     the  aggregate  amount  of  Deferral
                           Amounts  contributed by a Plan Sponsor on  behalf  of
                           Highly Compensated  Eligible  Members  for  the  Plan
                           Year, over

                                    (2) the maximum  amount of Deferral  Amounts
                           permitted  under Section 2 of this Appendix A for the
                           Plan Year,  which shall be determined by reducing the
                           Deferral  Amounts  contributed  on  behalf  of Highly
                           Compensated  Eligible  Members in order of the actual
                           deferral  percentages  beginning  with the highest of
                           such percentages.

                           (b)  Distribution  of the Excess  Deferral Amount for
                  any Plan  Year  shall be made to Highly  Compensated  Eligible
                  Members on the basis of the dollar amount of Deferral  Amounts
                  attributable to each Highly  Compensated  Eligible Member. The
                  Plan Sponsor  shall  determine  the amount of Excess  Deferral
                  Amounts which shall be distributed to each Highly  Compensated
                  Eligible Member as follows.

                                    (1) The  Deferral  Amounts  allocated to the
                           Highly  Compensated  Eligible Member with the highest
                           dollar  amount of Deferral  Amounts for the Plan Year
                           shall be reduced by the amount required to cause that
                           Highly   Compensated   Eligible  Member's   remaining
                           Deferral Amounts for the Plan Year to be equal to the
                           dollar  amount of the Deferral  Amounts  allocated to
                           the Highly Compensated  Eligible Member with the next
                           highest  dollar  amount of  Deferral  Amounts for the
                           Plan Year.  This  amount is then  distributed  to the
                           Highly  Compensated  Eligible Member with the highest
                           dollar amount of Deferral  Amounts,  unless a smaller
                           reduction,  when  added to the  total  dollar  amount
                           already  distributed  pursuant to this Paragraph (1),
                           equals the total Excess Deferral Amounts.

                                    (2) If the total  amount  distributed  under
                           Paragraph  (1) of this  Section 3(b) is less than the
                           total  Excess  Deferral  Amounts,  the  procedure  in
                           Paragraph (1) shall be  successively  repeated  until
                           the total dollar amount  distributed  is equal to the
                           total Excess Deferral Amounts  attributable to Highly
                           Compensated Eligible Members.

                  If a distribution of the Excess Deferral Amounts  attributable
         to the Highly  Compensated  Eligible Members is made in accordance with
         Paragraphs (1) and (2) of this Section, the limitations in Section 2 of
         this Appendix A shall be treated as being met regardless of whether the
         actual deferral  percentage,  if recalculated after such distributions,
         would have satisfied the requirements of Section 2.

                                    SECTION 4

                  The  Plan  Administrator  shall  have  the  responsibility  of
         monitoring the Plan's  compliance with the limitations of this Appendix
         A and  shall  have the power to take all  steps it deems  necessary  or
         appropriate  to  ensure  compliance,   including,  without  limitation,
         restricting the amount which Highly  Compensated  Eligible  Members can
         elect to have  contributed  pursuant to Plan  Section  3.1. Any actions
         taken by the Plan  Administrator  pursuant  to this  Section 4 shall be
         pursuant to non-discriminatory procedures consistently applied.

                                    SECTION 5

                  In  addition to any other  limitations  set forth in the Plan,
         Matching  Contributions  under the Plan and the amount of nondeductible
         employee  contributions under the Plan, for each Plan Year must satisfy
         one of the following tests:

                           (a)   The   contribution    percentage   for   Highly
                  Compensated Eligible Members for the Plan Year must not exceed
                  125% of the  contribution  percentage  for all other  Eligible
                  Members for the preceding Plan Year; or

                           (b)   The   contribution    percentage   for   Highly
                  Compensated Eligible Members for the Plan Year must not exceed
                  the lesser of (1) 200% of the contribution  percentage for all
                  other  Eligible  Members for the preceding  Plan Year, and (2)
                  the contribution percentage for all other Eligible Members for
                  the preceding Plan Year plus two (2) percentage points.

                  Notwithstanding the foregoing, for purposes of this Section 5,
         the terms Highly Compensated  Eligible Member and Eligible Member shall
         not  include  any  Member  who is not  eligible  to  receive a Matching
         Contribution  under the provisions of the Plan,  other than as a result
         of the Member  failing to  contribute to the Plan or failing to have an
         Elective  Deferral  contributed  to the  Plan on the  Member's  behalf.
         Notwithstanding the foregoing,  if Qualified Matching Contributions are
         taken into  account  for  purposes of applying  the test  contained  in
         Section 2 of this  Appendix  A, they  shall not be taken  into  account
         under  this  Section  5.  In  applying   the  above  tests,   the  Plan
         Administrator  shall  comply with any  regulations  promulgated  by the
         Secretary of the Treasury which prevent or restrict the use of the test
         contained in Section 2(b) of this Appendix A and the test  contained in
         Section  5(b) of this  Appendix A. The  `contribution  percentage'  for
         Highly Compensated  Eligible Members and for all other Eligible Members
         for a  Plan  Year  shall  be the  average  of  the  ratios,  calculated
         separately  for each Member,  of (A) to (B), where (A) is the amount of
         Matching  Contributions  under the Plan (excluding  Qualified  Matching
         Contributions  which are used to apply the test set forth in  Section 2
         of this Appendix A or Matching  Contributions which are used to satisfy
         the minimum required  contributions to the Accounts of Eligible Members
         who are not Key  Employees  pursuant  to Section 1 of Appendix C to the
         Plan) and nondeductible  employee contributions made under the Plan for
         the  Eligible  Member  for the Plan  Year,  and where (B) is the Annual
         Compensation  of the Eligible  Member for the Plan Year.  Except to the
         extent limited by Treasury Regulation Section  1.401(m)-l(b)(5) and any
         other  applicable  regulations  promulgated  by  the  Secretary  of the
         Treasury,  a Plan  Sponsor  may  elect to treat  Deferral  Amounts  and
         Qualified  Nonelective  Contributions  as  Matching  Contributions  for
         purpose of  determining  the  `contribution  percentage,'  provided the
         Deferral  Amounts,  excluding those treated as Matching  Contributions,
         satisfy the test set forth in Section 2 of Appendix A.

                                    SECTION 6

                  If either (a) the  Matching  Contributions  and, if taken into
         account  under  Section 5 of this  Appendix  A, the  Deferral  Amounts,
         Qualified   Nonelective   Contributions   and/or   Qualified   Matching
         Contributions made on behalf of Highly Compensated Eligible Members, or
         (b) the nondeductible employee contributions made by Highly Compensated
         Eligible  Members exceed the amount  permitted under the  `contribution
         percentage test' for any given Plan Year, then, before the close of the
         Plan  Year  following  the Plan Year for  which  the  Excess  Aggregate
         Contributions   were  made,   the   amount  of  the  Excess   Aggregate
         Contributions  attributable  to the Plan for the Plan Year under either
         Section  (6)(a)(1) or (2), or both,  as adjusted to reflect any income,
         gain or loss  attributable to such  contributions  through the date the
         Excess Aggregate Contributions are distributed shall be distributed or,
         if the Excess Aggregate Contributions are forfeitable,  forfeited.  The
         income allocable to such contributions shall be determined in a similar
         manner  as  described  in  Section  4.3 of the Plan.  As to any  Highly
         Compensated  Employee,  any distribution or forfeiture of his allocable
         portion of the  Excess  Aggregate  Contributions  for a Plan Year shall
         first be attributed to any nondeductible employee contributions made by
         the Member during the Plan Year for which no corresponding Plan Sponsor
         contribution is made and then to any remaining  nondeductible  employee
         contributions  made by the Member during the Plan Year and any Matching
         Contributions  thereon. As between the Plan and any other plan or plans
         maintained by the Plan Sponsor in which Excess Aggregate  Contributions
         for a Plan Year are held, each such plan shall  distribute or forfeit a
         pro-rata  share of each class of  contribution  based on the respective
         amounts of a class of  contribution  made to each plan  during the Plan
         Year. The payment of the Excess Aggregate  Contributions  shall be made
         without  regard to any other  provision  in the Plan.  In the event the
         multiple use of limitations contained in Sections 2(b) and 5(b) of this
         Appendix A,  pursuant  to Treasury  Regulation  section  1.401(m)-2  as
         promulgated  by the  Secretary of the  Treasury,  requires a corrective
         distribution,  such distribution shall be made pursuant to Section 3 of
         Appendix A, and not this Section 6.

                  For purposes of this Section 6, with respect to any Plan Year,
         `Excess Aggregate Contributions' means the excess of:

                           (a)   the   aggregate    amount   of   the   Matching
                  Contributions and nondeductible  employee  contributions  (and
                  any Qualified Nonelective  Contributions or Qualified Matching
                  Contributions)  and, it taken into account  under Section 5 of
                  this Appendix A, the Deferral  Amounts actually made on behalf
                  of Highly Compensated Eligible Members for the Plan Year, over

                           (b) the  maximum  amount of  contributions  permitted
                  under  the  limitations  of  Section  5 of  this  Appendix  A,
                  determined by reducing  contributions made on behalf of Highly
                  Compensated  Eligible  Members in order of their  contribution
                  percentages beginning with the highest of such percentages.

                           The  determination  of the amount of Excess Aggregate
                  Contributions  under  this  Section 6 shall be made  after (1)
                  first determining the excess Elective  Deferrals under Section
                  3.1(b)  of the  Plan  and  (2)  then  determining  the  Excess
                  Deferral Amounts under Section 3 of this Appendix A.

                           (c)   Distribution  or  forfeiture  of  nondeductible
                  employee contributions or Matching Contributions in the amount
                  of the Excess Aggregate  Contributions for any Plan Year shall
                  be made with respect to Highly Compensated Eligible Members on
                  the  basis  of  the  dollar  amount  of the  Excess  Aggregate
                  Contributions attributable to each Highly Compensated Eligible
                  Member.  Forfeitures of Excess Aggregate Contributions may not
                  be allocated to Members whose  contributions are reduced under
                  this Section 6. The Plan Sponsor shall determine the amount of
                  Excess Aggregate  Contributions  which shall be distributed to
                  each Highly Compensated Eligible Member as follows.

                                    (1)   The   Matching    Contributions    and
                           nondeductible  contributions  allocated to the Highly
                           Compensated  Eligible  Member with the highest dollar
                           amount of such  contributions for the Plan Year shall
                           be  reduced  by the  amount  required  to cause  that
                           Highly   Compensated   Eligible  Member's   remaining
                           Matching      Contributions     and     nondeductible
                           contributions  for the  Plan  Year to be equal to the
                           dollar amount of such contributions  allocated to the
                           Highly  Compensated  Eligible  Member  with  the next
                           highest dollar amount of Matching  contributions  and
                           nondeductible  contributions  for the Plan Year. This
                           amount is then distributed to the Highly  Compensated
                           Eligible  Member  with the highest  dollar  amount of
                           Matching      Contributions     and     nondeductible
                           contributions, unless a smaller reduction, when added
                           to  the  total  dollar  amount  already   distributed
                           pursuant  to this  Subsection  (1),  equals the total
                           Excess Aggregate Contributions.

                                    (2) If the total  amount  distributed  under
                           Paragraph (1) is less than the total Excess Aggregate
                           Contributions,  the  procedure in Paragraph (1) shall
                           be repeated until the total dollar amount of Matching
                           Contributions   and    nondeductible    contributions
                           distributed  is equal to the total  Excess  Aggregate
                           Contributions   attributable  to  Highly  Compensated
                           Eligible Members.

                  If a distribution of the total Excess Aggregate  Contributions
         is made in accordance with Paragraphs (1) and (2) of this Section 6(c),
         the  limitations  in  Section 5 of this  Appendix A shall be treated as
         being met regardless of whether the actual contribution percentage,  if
         recalculated  after  such  distributions,   would  have  satisfied  the
         requirements of Section 5.

                                    SECTION 7

                  Except  to the  extent  limited  by rules  promulgated  by the
         Secretary of the Treasury, if a Highly Compensated Eligible Member is a
         participant  in any other  plan of the Plan  Sponsor  or any  Affiliate
         which  includes  Matching  Contributions,  deferrals  under  a cash  or
         deferred  arrangement pursuant to Code Section 401(k), or nondeductible
         employee  contributions,  any contributions made by or on behalf of the
         Member to the other  plan  shall be  allocated  with the same  class of
         contributions  under the Plan for purposes of  determining  the `actual
         deferral  percentage'  and  `contribution  percentage'  under the Plan;
         provided, however, contributions that are made under an `employee stock
         ownership plan' (within the meaning of Code Section  4975(e)(7))  shall
         not be  combined  with  contributions  under  any plan  which is not an
         employee  stock  ownership  plan  (within the  meaning of Code  Section
         4975(e)(7)).

                  Except  to the  extent  limited  by rules  promulgated  by the
         Secretary  of the  Treasury,  if the Plan  and any  other  plans  which
         include  Matching  Contributions,  deferrals  under a cash or  deferred
         arrangement pursuant to Code Section 401(k), or nondeductible  employee
         contributions  are  considered as one plan for purposes of Code Section
         401(a)(4) and 410(b)(1),  any contributions under the other plans shall
         be allocated  with the same class of  contributions  under the Plan for
         purposes  of  determining  the  `contribution  percentage'  and `actual
         deferral percentage' under the Plan; provided,  however,  contributions
         that are made under an  `employee  stock  ownership  plan'  (within the
         meaning  of  Code  Section  4975(e)(7))  shall  not  be  combined  with
         contributions  under any plan which is not an employee stock  ownership
         plan (within the meaning of Code Section 4975(e)(7)).

                                    SECTION 8

                  Effective January 1, 1999, notwithstanding any other provision
         in this Appendix A to the contrary, to the extent otherwise applicable,
         the  limitations  expressed  in this  Appendix  A shall not apply  with
         respect  to  those  Plan  Years  in  which  the  Plan   satisfies   the
         requirements of Code Sections 401(k)(11) and/or 401(k)(12)."

         26.      By deleting,  effective January 1, 1999, the word "preceding"
from Section 2(a) and (b) and Section 5(a) and
(b) of Appendix A.

         27.      By deleting the  existing  first  sentence  of  Section  3  of
Appendix B and substituting therefor the following:

                  "Prior  to  January  1,  2000,  in the  event  a Plan  Sponsor
         maintains   a  defined   benefit   plan  under   which  a  Member  also
         participates,  the sum of the defined  benefit  plan  fraction  and the
         defined  contribution  plan  fraction for any  limitation  year for any
         Member may not exceed 1.0."

         Except as specifically  amended  hereby,  the Plan shall remain in full
force and effect as it was prior to this Fourth Amendment.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Fourth
Amendment to be executed as of the day and year first above written.

                                       MORRISON MANAGEMENT SPECIALISTS, INC.


                                        By:    /s/Glenn A. Davenport
                                               Glenn A. Davenport

                                        Title: President, Chief Executive
                                               Officer and Chairman of the Board



ATTEST:/s/John E. Fountain
       John E. Fountain

Title: Vice President, General Counsel and Secretary

   [CORPORATE SEAL]