EXHIBIT 10.5









                           THE ESTEE LAUDER COMPANIES

                         RETIREMENT GROWTH ACCOUNT PLAN




                             AS AMENDED AND RESTATED
                    GENERALLY EFFECTIVE AS OF JANUARY 1, 2002








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                          AMENDMENT AND RESTATEMENT OF
                           THE ESTEE LAUDER COMPANIES
                         RETIREMENT GROWTH ACCOUNT PLAN

                                    SECTION 1

                              NAME AND CONSTRUCTION

         1.1 NAME OF PLAN. This Plan shall be known as the "The Estee Lauder
Companies Retirement Growth Account Plan."

         1.2 CONSTRUCTION. It is the intention of Estee Lauder that the amended
and restated Plan, and its attendant trust fund, will continue to meet the
requirements of ERISA and be qualified and exempt from taxes under Sections 401
and 501 of the Code. Effective January 1, 1996, the Plan also is intended to be
a "multiple employer plan" within the meaning of Section 413(c) of the Code. The
Plan is intended to be a defined benefit plan for purposes of ERISA and the
Code.

         1.3 EFFECTIVE DATE.

             (a) This Amendment and Restatement of the Plan shall generally be
effective as of January 1, 2002; PROVIDED, HOWEVER, that:

                  (i)    The provisions of Sections 2.12, 2.16, 5.2, 7.1(a),
                         7.3, 8.4(b), 8.4(c) and 15 (other than Section 15.5)
                         shall be effective January 1, 1991.

                  (ii)   The provisions of Section 14.10 shall be effective
                         December 12, 1994.

                  (iii)  The provisions of Sections 2.6, 2.10, 2.15, 2.19, 2.21,
                         15.5 and 16 shall be effective January 1, 1996.

                  (iv)   The provisions of Section 7.1(b) shall be effective
                         October 1, 1996, and prior to such date the terms and
                         conditions of such Section are governed by Section
                         6.1(b) of the Plan in effect on January 1, 1993.

                  (v)    The provisions of Sections 2.11 and 5.4 shall be
                         effective January 1, 1997.

                  (vi)   The provisions of the last paragraph of Section 5.5 and
                         Section 8.4(a) shall be effective January 1, 1998.

                  (vii)  The provisions of Appendix A shall be effective January
                         1, 1999 (except that those provisions thereof which, by
                         their terms, are not limited to periods on and after
                         that date, shall be effective January 1, 1991).


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                  (viii) The changes to such other provisions of the Plan shall
                         be effective as of such dates as are set forth in such
                         provisions.

                  (ix)   Other provisions of the Plan shall be effective as of
                         such other earlier or later dates as shall be necessary
                         to comply with those changes in applicable law which
                         were effective prior to January 1, 2002.

         (b) The rights of any person who terminated employment or retired on or
before the effective date of any of the relevant provisions of this amendment
and restatement of the Plan, including his or her eligibility for benefits,
shall be determined solely under the terms of the Plan as in effect on the date
of his termination or retirement, unless such person is thereafter reemployed
(and, to the extent relevant, again becomes an Active Participant) on or after
the effective date of any such provision of amendment and restatement, in which
case such provision shall apply to such person.











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                                   SECTION 2

                                   DEFINITIONS

         2.1 "Accrued Benefit" means a monthly amount of retirement income
determined for a Participant as of a specified date, commencing on a
Participant's Normal Retirement Date, and payable as a single life annuity. The
Accrued Benefit as of a specified date equals the Participant's Retirement
Account divided by the applicable factor from Appendix A. For those who were
participants in the Prior Plans as of December 31, 1990 and satisfy the
applicable requirements set forth in Appendix B, the Accrued Benefit is the
greater of the accrued benefit described above or the accrued benefit determined
under the Prior Plans, as described in Section 5.5 hereof.

         2.2 "Actuarial Equivalent" means, with respect to a Participant's
Accrued Benefit, another annuity or benefit that commences at a different date
and/or is payable in a different form than the Accrued Benefit, but which has
the same present value as the Accrued Benefit, when measured on the basis of the
interest rate, mortality table and other factors specified in Appendix A as of
the date of commencement of payment of such annuity or benefit, as calculated by
or under the supervision of an actuary appointed by Estee Lauder or the
Fiduciary Committee, which actuary has been enrolled under Subtitle C of Title
III of ERISA.

         2.3 "Approved Absence" means (a) any period of absence from work (other
than any such absence on account of a period of Disability), with the approval
or direction of the Employer, for up to 12 months and, provided said Employee
returns to work for the Employer at such time as the Employer may reasonably
require, the Approved Absence may exceed such 12-month period but will not be in
excess of 24 months, (b) any period of absence during which the Employee was in
military service with the armed forces (including Coast Guard and Merchant
Marine Service) if the Employee has reemployment rights under applicable laws
and complies with the requirements of the law as to reemployment and is
reemployed, and (c) any period of Disability, but (except as provided in the
last paragraph of Section 5.5) not to exceed twelve months. An Approved Absence
will be disregarded for the purpose of the Plan, and the Employee will be
regarded as in the service of the Employer during any period of an Approved
Absence.

         The Hours of Service credited during an Approved Absence shall be those
which would normally have been credited but for such absence, or in any case in
which the Employer is unable to determine such hours normally credited, eight
(8) Hours of Service per day.

         2.4 "Average Final Compensation" means the highest average annual
"compensation" which is produced by averaging an Employee's compensation for any
Five (5) consecutive calendar years within the Employee's Years of Credited
Service. For purposes of this Section only, "compensation" means the straight
time basic salary or wages paid to an Employee by the Employer for his services
during each calendar year, inclusive of salary reduction contributions made by
an Employer on behalf of the Employee under a "cash or deferred arrangement"
described in Section 401(k) of the Code and pre-tax contributions made by the
Employee under a "cafeteria plan" described in Section 125 of the Code and
(effective

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January 1, 2001) under an arrangement described in Section 132(f)(4) of the
Code, in each case maintained by an Employer, but excluding bonuses, payments
for overtime, other Employer contributions for pension, insurance or other
welfare benefits, or any other special payments. Notwithstanding the foregoing
provisions of this Section 2.4, except to the extent otherwise provided in
Section 5.5, "compensation" for each calendar year shall not exceed $200,000
($150,000 for Plan Years beginning on or after January 1, 1994 and prior to
January 1, 2002), subject to any adjustment, for Plan Years beginning on or
after January 1, 1994, to reflect increases in the cost of living determined by
the Secretary of the Treasury pursuant to Section 401(a)(17) of the Code. In
determining Average Final Compensation for Participants whose retirement or
termination of employment is on or after January 1, 2002, the Participant's
"compensation" for 2001 and prior years shall be subject to the annual
compensation limit in effect under Section 401(a)(17) of the Code on January 1,
2002 ($200,000).

         2.5 "Beneficiary" means any individual, trust, estate or other
recipient entitled pursuant to Section 7.3 of this Plan to receive benefits, on
either a primary or contingent basis, because of the death of a Participant.


         2.6 "Board of Directors" or "Board" means the Board of Directors of
Estee Lauder.

         2.7 "Break in Service" means, with respect to any person, a Plan Year
during which such person does not perform more than 500 Hours of Service;
provided, however, that for purposes of Years of Eligibility Service, such term
shall mean the 12-month period commencing on a person's Employment Commencement
Date or a Plan Year, as the case may be (a "computation period"), during which
such person does not perform more than 500 Hours of Service. A person who is
absent from work for maternity or paternity reasons shall be credited with the
lesser of the number of Hours of Service necessary to prevent a Break in Service
or the number of hours which otherwise would normally have been credited to such
person but for such absence (i) in the computation period in which the absence
begins, if necessary to prevent a Break in Service, and (ii) in all other cases,
in the following computation period. For purposes of this Section, an absence
from work for maternity or paternity reasons means an absence (i) by reason of
the pregnancy of the person, (ii) by reason of the birth of a child of the
person, (iii) by reason of the placement of a child with the person in
connection with the adoption of such child by such person or (iv) for purposes
of caring for such child for a period beginning immediately following such birth
or placement. No person shall incur a Break in Service solely on account of an
absence which qualifies under the Family Medical Leave Act of 1993, to the
extent required under the provisions of such Act.

         2.8 "Code" means the Internal Revenue Code of 1986, as amended.

         2.9 "Committee" means The Estee Lauder Inc. Employee Benefits Committee
appointed pursuant to Section 11 hereof.

         2.10 "Compensation" means, for a particular Plan Year, the straight
time basic salary or wages paid to an Employee by the Employer on and after the
Entry Date on which the Employee first becomes eligible to participate in the
Plan pursuant to Section 3, inclusive of salary reduction contributions made by
an Employer on behalf of the Employee under a "cash or



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<PAGE>

deferred arrangement" described in Section 401(k) of the Code and pre-tax
contributions made by the Employee under a "cafeteria plan" described in Section
125 of the Code or (effective January 1, 2001) under an arrangement described in
Section 132(f)(4) of the Code, in each case maintained by the Employer, and
including bonuses, shift differential, back-up pay, overtime pay, paid time off,
training and travel time pay, but excluding (i) commissions, (ii) payments in
lieu of unused vacation time, sick time, holidays, seniority days or other
unused paid time off, (iii) referral fees, (iv) gratuities, (v) relocation
payments, (vi) special allowance payments, (vii) sign-on payments; (viii)
on-call compensation, (ix) any other amounts which are not currently included in
the Employee's income for Federal income tax purposes and (x) amounts paid under
Estee Lauder's Short-Term Disability Plan or Long-Term Disability Plan. In
addition to other applicable limitations that may be set forth in the Plan and
notwithstanding any other contrary provision of the Plan, Compensation taken
into account under the Plan for the purpose of calculating a Plan Participant's
Accrued Benefit shall not exceed $200,000 ($150,000 for Plan Years beginning on
or after January 1, 1994 and prior to January 1, 2002), subject to any
adjustment to reflect increases in the cost of living determined by the
Secretary of the Treasury pursuant to Section 401(a)(17) of the Code.
Notwithstanding the foregoing, for Participants who terminate employment on or
after December 1, 2002, the annual amounts credited to their Retirement Account
pursuant to Section 5 for Plan Years prior to 2002 shall be retroactively
adjusted as though the $200,000 dollar limitation in effect under Section
401(a)(17) of the Code for 2002 had been in effect for such prior Plan Years
(subject to the Plan's compliance with Sections 401(a)(4) and 415 of the Code
and the Treasury Regulations thereunder).

         2.11 "Disability" means, with respect to any Employee, a condition
which constitutes a disability under the terms of the Employer's Long-Term
Disability Plan or under Title II of the Federal Social Security Act, regardless
of whether such Employee is otherwise in fact entitled to receive benefits under
the Employer's Long-Term Disability Plan and/or Title II of the Federal Social
Security Act.

         2.12 "Early Retirement Date" means the first day of the month which
next follows a Participant's termination of employment on or after attainment of
at least age 55 and completion of at least ten (10) Years of Service, but prior
to the Participant's Normal Retirement Date.

         2.13 "Effective Date," with respect to the Plan as amended and restated
and set forth herein, means January 1, 2002; PROVIDED, HOWEVER, that certain
provisions of the Plan shall be effective as of the dates set forth in Section
1.3.

         2.14 "Employee" means any person who is classified as an employee on
the payroll records of an Employer, in accordance with the Employer's standard
personnel practices. Individuals not classified as employees on the payroll
records of the Employer for a particular period shall not be considered
"Employees" for such period even if a court or administrative agency
subsequently determines that such individuals were common law employees of the
Employer during such period. Anything herein to the contrary notwithstanding,
the term "Employee" shall not include:

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         (a) a person who is represented by or included in a collective
bargaining unit recognized by the Employer unless the Employer and the
collective bargaining agent have agreed that the Plan shall apply to such unit;

         (b) with respect to periods prior to July 1, 1998, an In-Store
Employee;

         (c) a person who would be an In-Store Employee, but for the fact that
such person is classified as an international military sales person;

         (d) a person who is a nonresident alien who receives no compensation
from an Employer which constitutes income from sources within the United States
(other than a person employed by Clinique Laboratories, Inc. (Puerto Rico
Branch));

         (e) any person who is performing services for the Employer pursuant to
an agreement between the Employer and a third party leasing organization,
staffing firm, professional employer organization or other similar third party
organization; or

         (f) a person who is classified as an "on-call employee" in accordance
with the Employer's standard personnel practices.

         Notwithstanding the foregoing, and solely for purposes of determining a
person's non-forfeitable benefit and eligibility to become a Participant, if a
person who had been a Leased Employee becomes an Employee, such person shall be
treated as an Employee from the first date that such person would have first
been treated as a Leased Employee, determined without regard to the one-year
requirement of Section 414(n)(2)(B) of the Code; provided, however, that such
person shall not become a Participant prior to the first Entry Date coincident
with or next following becoming an Employee.

         2.15 "Employer" means Estee Lauder, and any other company included
within the Group that includes Estee Lauder (or any other corporation or
unincorporated trade or business not included within the Group that includes
Estee Lauder) that adopts the Plan with the approval of Estee Lauder, as
provided in Section 15 hereof, and any successor to any such company that
participated in this Plan.

         2.16 "Employment Commencement Date" means, with respect to any person,
the date coincident with or next following the date on which such person first
performs an Hour of Service; provided, however, that with respect to a person
who incurs a Break in Service and is thereafter reemployed, such term shall mean
the date subsequent to such Break in Service on which he first performs an Hour
of Service.

         2.17 "Entry Date" means each January 1 and July 1; PROVIDED, HOWEVER,
that prior to January 1, 1993, with respect to any person who was a regular and
non-contingent Employee of the Employer, "Entry Date" means the first date
coincident with or next following such person's Employment Commencement Date.

         2.18 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

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         2.19 "Estee Lauder" means Estee Lauder Inc., a corporation duly
organized under the laws of the State of Delaware, and any successor thereto.

         2.20 "Fiduciary Committee" means the Estee Lauder Inc. Fiduciary
Investment Committee, the members of which shall be appointed by the Board.

         2.21 "Group" means Estee Lauder and any other unit or organization that
is related to Estee Lauder as a member of a "controlled group of corporations,"
a group under "common control" or an "affiliated service group," all as
determined pursuant to Sections 414(b), (c), and (m) of the Code. With respect
to a participating Employer which is not in the same Group as Estee Lauder,
"Group" means such Employer and any other unit or organization that is related
to such employer as a member of a "controlled group of corporations," a group
under "common control" or an "affiliated service group," all as determined
pursuant to Sections 414(b), (c) and (m) of the Code. For purposes of
determining whether or not a person is an Employee and the period of employment
of such person, each such unit or organization shall be included in the Group
only for such period or periods during which it is a "member" of the Group.

         2.22 "Hour of Service" means:

               (a) Each hour for which an Employee is directly or indirectly
compensated, or entitled to be compensated, by the Employer for the performance
of duties.

               (b) Each hour for which an Employee is credited by the Employer
during an Approved Absence.

               (c) Except as provided in (b) above, each hour, to a maximum of
501 hours for any single continuous period, for which an Employee is directly or
indirectly compensated, or entitled to be compensated, by the Employer for
reasons other than the performance of duties (irrespective of whether the
employment relationship has terminated) due to vacation, holidays, incapacity,
layoff, jury duty or military duty. Hours shall not be credited for payment to
an Employee from a plan required by workers' compensation, unemployment
compensation or disability insurance laws, nor shall hours be credited for
reimbursement of such an Employee for his medical or medically-related expenses.

               (d) Each hour for which back pay, irrespective of mitigation of
damages, has been awarded or agreed to by the Employer provided that if such
award or agreement of back pay is for reasons other than the performance of
duties, such hours shall be subject to the restrictions of paragraph (c).

                  The same Hours of Service shall not be credited under more
than one of the paragraphs above. All Hours of Service shall be computed and
credited to computation periods in accordance with Sections 2530.200b-2(b) and
(c) of the Department of Labor regulations; PROVIDED, HOWEVER, that Hours of
Service under paragraph (a) above, with respect to any payroll period, shall be
credited for the Plan Year in which such payroll period ends. In determining an
Employee's Hours of Service, he shall receive credit for all Hours of Service
performed for any corporation or other entity which is a member of the Group;
provided that (a) he shall not be credited with any Hours of Service performed
for any such corporation or other entity prior to

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the time that such entity becomes a member of the Group and (b) the number of
Hours of Service so credited with respect to his employment with such entity
shall cease at the time such entity is no longer a member of the Group.

                  Notwithstanding any of the foregoing requirements of this
definition, an individual employed by the Employer (or by any other member of
the Group which includes the Employer) as a common law employee, but who is not
then classified as an Employee (including, but not limited to, an individual who
was an Employee and thereafter becomes an Inactive Participant on account of a
transfer of employment to a non-Employer member of the Group) shall, except for
purposes of determining Years of Credited Service, nevertheless be credited with
Hours of Service for all periods with respect to which such person is in fact so
employed as a common law employee, to the same extent as if he had been an
Employee.

                  When an Employee's total actual Hours of Service are not
specifically tracked during a payroll period, the following equivalencies shall
be used in accordance with Section 2530.200b-3(e) of the Department of Labor
regulations: Employees shall be credited with the following Hours of Service for
each payroll period for which they are required to be credited with at least one
Hour of Service:

                PAYROLL PERIOD
                 APPLICABLE
                 TO EMPLOYEE                 HOURS OF SERVICE
                 -----------                 ----------------

         Monthly                                   190

         Semi-monthly                               95

         Biweekly                                   90

         Weekly                                     45

         Per diem                                   10


         2.23 "In-Store Employee" means any person who:

               (a) is classified as an employee on the payroll records of the
Employer, in accordance with the Employer's standard personnel practices; and

               (b) performs services primarily in department stores, or in
free-standing stores owned or leased by Estee Lauder or by another member of the
Group that make sales to the general public (including stores providing sales of
discounted merchandise to the general public).

         2.24 "Initial Effective Date" means January 1, 1991.

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         2.25 "Leased Employee" means an individual who performs services for
the Employer, other than as a common law employee, if (a) such services are
provided pursuant to a written or oral agreement between the Employer and any
other person; (b) the individual has performed during any consecutive 12-month
period (i) at least 1,500 Hours of Service for the Employer or (ii) a number of
Hours of Service which is at least 501 and which is at least equal to 75% of the
median Hours of Service that are customarily performed by an employee of the
Employer in the particular position; and (c) such services are performed under
the primary direction or control of the Employer.

         2.26 "Normal Retirement Date" means the first day of the month which
next follows a Participant's attainment of at least age 65 and completion of at
least Five (5) Years of Service.

         2.27 "Normal Retirement Income" means a Participant's Accrued Benefit
payable hereunder at his Normal Retirement Date in the form provided in Section
9.1 hereof.

         2.28 "Participant" means any person who has become eligible to
participate in the Plan in accordance with Section 3, and who has neither been
paid in full any benefit to which he may be entitled under the Plan nor
completely forfeited such benefit. An "Active Participant" means a Participant
who is an Employee. An "Inactive Participant" means a Participant who is not an
Active Participant.

         2.29 "Periodic Adjustment Percentage" means the greater of (i) the
arithmetic daily average of one-year Treasury Constant Maturities for each
calendar year immediately preceding the applicable Plan Year for which it is
applied, as published in the FEDERAL RESERVE STATISTICAL RELEASE H.15 (519) of
the Board of Governors of the Federal Reserve System, or (ii) 4%.

         2.30 "Plan" means The Estee Lauder Companies Retirement Growth Account
Plan as effective January 1, 1991, and as it hereafter may be further amended
from time to time.

         2.31 "Plan Year" means the calendar year.

         2.32 "Prior Plan" means the Estee Lauder Inc. Employee Retirement Plan,
As Amended Effective July 1, 1975 (incorporating all amendments adopted through
December 31, 1990), or the Estee Lauder Hemisphere Corporation Pension Plan, As
Amended and Restated Effective January 1, 1986 (incorporating all amendments
adopted through December 31, 1990), as such plans were in effect immediately
prior to January 1, 1991, whichever plan (if any) is applicable to a
Participant. The terms and provisions of the applicable Prior Plan fix and
determine the rights and obligations under the Plan with respect to any Employee
whose employment terminated prior to January 1, 1991.

         2.33 "Retirement Account" means the bookkeeping account maintained with
respect to a Participant as described in Section 5.1 hereof.

         2.34 "Retirement Income Commencement Date" means the first day of the
first period for which a benefit under the Plan is paid as an annuity or any
other form.

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         2.35 "Social Security Covered Compensation" means the thirty-five year
average of the maximum annual wages covered by the Federal Social Security Act
as in effect, ending in the year Social Security retirement age (as defined in
Section 415(b)(8) of the Code) is attained.

         2.36 "Surviving Spouse" means a wife or husband of a Participant who
has been married to such Participant by legal contract throughout the one-year
period ending on the earlier of the death of the Participant or the
Participant's Retirement Income Commencement Date; PROVIDED, HOWEVER, that such
term shall also include a wife or husband who married the Participant during the
one-year period prior to such date and, at the date of the Participant's death,
has been married to the Participant for at least one (1) year.

         2.37 "Trustee" means the trustee or trustees which may at any time be
acting as trustee of the Trust Fund, as provided in Section 12 hereof.

         2.38 "Trust Fund" or "Fund" means all funds at any time held by the
Trustee and/or insurance company for the purposes of the Plan, as provided in
Section 12 hereof.

         2.39 "Year of Credited Service" means, with respect to any Participant,
a Plan Year during which the Participant completes at least 1,000 Hours of
Service as an Employee, commencing on such Participant's Entry Date, or, if
later, January 1, 1993. In the case of a Participant who participated in the
Plan prior to January 1, 1993, Years of Credited Service shall also include all
Years of Credited Service accrued under the Plan as of December 31, 1992;
fractional Years of Credited Service accrued under the Plan as of December 31,
1992 shall be converted to Hours of Service by crediting such Participant, for
the Plan Year commencing on January 1, 1993, with 190 Hours of Service for each
calendar month during which the Participant performed an Hour of Service. In the
case of a Participant who was a participant in a Prior Plan, Years of Credited
Service shall, in addition, include all Credited Service (as defined in the
Prior Plan) recognized under such Prior Plan for benefit accrual purposes as of
December 31, 1990.

         2.40 "Year of Eligibility Service" means, with respect to any person, a
consecutive 12-month period beginning on such person's Employment Commencement
Date during which he completes at least 1,000 Hours of Service. If such person
fails to complete at least 1,000 Hours of Service during such 12-month period,
then a "Year of Eligibility Service" shall be determined based on the completion
of at least 1,000 Hours of Service in the Plan Year beginning with or within the
12-month period beginning on such person's Employment Commencement Date, and
then each Plan Year thereafter.

         In the case of a Participant who terminates employment and does not
have any nonforfeitable right to his Accrued Benefit, Years of Eligibility
Service before a period of consecutive one-year Breaks in Service shall not be
taken into account if the number of consecutive one-year Breaks in Service in
such period equals or exceeds Five (5). A Participant whose Years of Eligibility
Service are disregarded pursuant to the preceding sentence shall, upon his
reemployment, be treated as newly employed for eligibility purposes. If a
Participant's Years of Service may not thus be disregarded, such Participant
shall again become an Active Participant immediately upon the date he first
performs an Hour of Service as an Employee.

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         2.41 "Year of Service" means, with respect to any person, a Plan Year
during which the person completes at least 1,000 Hours of Service (except as set
forth in Section 8.4 hereof (relating to the "rule of parity")) commencing on
the later of January 1, 1993, or

                        (i)  for purposes of Section 5.2 hereof, in the case of
      any In-Store Employee who becomes a Participant on July 1, 1998 or in the
      case of employment by a non-Employer member of the Group, the Employment
      Commencement Date,

                        (ii)  for purposes of Section 5.2, in the case of any
      Participant not described in the foregoing clause (i), the first day of
      the Plan Year in which such person's Entry Date occurs, and

                        (iii)  for purposes of Section 8 hereof, the Employment
      Commencement Date.

In the case of a person who was in the employ of an Employer or other member of
the Group prior to January 1, 1993, Years of Service shall also include all
Years of Service accrued under the Plan as of December 31, 1992; fractional
Years of Service accrued under the Plan as of December 31, 1992 shall be
converted to Hours of Service by crediting such person, for the Plan Year
commencing on January 1, 1993, with 95 Hours of Service for each semi-monthly
period during which the person performed an Hour of Service.

                  In the case of a person who was a participant in a Prior Plan,
Years of Service shall, in addition, include (i) for purposes of Section 8
hereof, all Service (as defined in the Prior Plan) recognized for purposes of
vesting under such Prior Plan as of December 31, 1990 and (ii) for purposes of
Section 5.2, all Credited Service (as defined in the Prior Plan) recognized
under such Prior Plan for benefit accrual purposes as of December 31, 1990.

                  The masculine pronoun wherever used herein shall include the
feminine pronoun, and the singular shall include the plural.








                                       12
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                                    SECTION 3

                                  PARTICIPATION

         3.1 Each Employee who was a participant in a Prior Plan immediately
prior to the Initial Effective Date shall become a Participant herein as of the
Initial Effective Date.

         3.2 Each person who becomes an Employee on or after the Initial
Effective Date, or who became an Employee prior to that date but was not a
participant in a Prior Plan immediately prior to the Initial Effective Date,
shall become a Participant on the first Entry Date on which such person is an
Employee coincident with or next following his completion of a Year of
Eligibility Service; PROVIDED, HOWEVER, that any person who was an In-Store
Employee on June 30, 1998 and completed at least a Year of Eligibility Service
at any time on or prior to such date shall become a Participant on July 1, 1998
if such person remains an Employee on such date; and FURTHER, PROVIDED, that, in
the case of any Employee whose Entry Date, determined without regard to any Year
of Eligibility Service requirement, would otherwise have occurred prior to
January 1, 1993, such Employee shall become a Participant as of such Entry Date,
without the need to also complete a Year of Eligibility Service.

         3.3 If a person who has been in the employ of an Employer or another
member of the Group as a non-Employee subsequently becomes an Employee, such
Employee shall become a Participant in accordance with Section 3.2 hereof.

         3.4 A Participant who has become an Inactive Participant on account of
his ceasing to be an Employee, while remaining employed by a member of the
Group, shall once again become an Active Participant upon the date on which he
first performs an Hour of Service as an Employee following the date he becomes
an Inactive Participant.

         3.5 Except as otherwise provided in this Section, benefits commencing
after Normal Retirement Age shall not be less than the Actuarial Equivalent of
the benefits to which the Participant would have been entitled if such benefits
had commenced at Normal Retirement Age. Upon written notification to a
Participant who elects to remain in service pursuant to Section 4.3 hereof, or
to a former retired Participant who returns to the service of an Employer as a
Participant herein, the retirement income payments to which the Participant is
entitled on and after Normal Retirement Age but before he retires (or, in the
case of a former retired Participant, again retires) shall be permanently
forfeited so long as such Participant remains in "section 203(a)(3)(B) service,"
as described in Department of Labor Regulation Section 2530.203-3(c). For this
purpose, a Participant's service shall be deemed "section 203(a)(3)(B) service"
for any month in which he is credited with at least 40 Hours of Service or such
other standard as may be applicable under Section 203(a)(3)(B) of ERISA. In the
case of a Participant whose retirement income commenced to be paid before his
Normal Retirement Date, upon his subsequent retirement, his retirement income
shall be recomputed, based on the amount credited to his Retirement Account
pursuant to Section 5 hereof and reduced on an actuarial basis to take account
of retirement income payments previously received by him.








                                       13
<PAGE>


                                   SECTION 4

                                RETIREMENT DATES

         4.1 Except as otherwise provided in this Section 4, each Participant
may retire on his Normal Retirement Date and shall receive the Normal Retirement
Income.

         4.2 A Participant may retire on or after his Early Retirement Date and
shall be entitled to receive his Accrued Benefit on or after his termination of
employment in accordance with the provisions of Sections 9 and 10 hereof.

         4.3 Any Participant whose employment is continued by the Employer after
the Participant has reached his Normal Retirement Date shall receive retirement
income payments commencing on the first day of the month following the date of
his actual retirement, based on the amount credited to his Retirement Account at
such date.














                                       14
<PAGE>


                                   SECTION 5

                        PARTICIPANTS' RETIREMENT ACCOUNTS

         5.1 A Retirement Account shall be established and maintained for each
Participant pursuant to this Section 5 (and for certain individuals who were
participants in a Prior Plan) to which credits shall be made in accordance with
the provisions of this Section 5. Except as otherwise provided in Section 5
hereof, an Inactive Participant who was a participant in a Prior Plan before
January 1, 1991 but is not an Active Participant at any time on or after January
1, 1991 shall be credited with an amount equal to his "Accrued Benefit under the
Prior Plan," determined in accordance with Appendix A, but a Retirement Account
shall not be established for such Inactive Participant. Except as otherwise
provided in Section 5.5 and 5.6 hereof, a Participant's Accrued Benefit under
this Plan shall be based on the amount credited to his Retirement Account. The
Retirement Account established and maintained pursuant to this Section 5 is
intended to be a bookkeeping account. Neither the establishment of such
Retirement Account nor the making of credits to such Retirement Account shall be
construed as an allocation of assets of the Plan to, or a segregation of such
assets in, such account, or otherwise as creating a right of the Participant to
receive specific assets of the Plan. Benefits provided under the Plan shall be
paid from the general assets of the Plan in the amounts, in the forms and at the
times provided in Sections 4, 8, 9 and 10 hereof.

         5.2 The annual amount credited to a Participant's Retirement Account
pursuant to this Section shall be based upon the Participant's Years of Service
and the Participant's Compensation for the applicable Plan Year or portion
thereof. Credits pursuant to this Section shall be made to a Participant's
Retirement Account as of the last day of each Plan Year beginning with 1991 and
ending with the last day of the month in which occurs the Participant's
termination of employment.

               (a) For each Participant who has fewer than Five (5) Years of
Service as of the last day of the Plan Year, credits shall be made to the
Participant's Retirement Account in an amount equal to three percent (3%) of the
Participant's Compensation earned while an Active Participant for such Plan
Year.

               (b) For each Participant who has Five (5) Years of Service as of
the last day of the Plan Year, credits shall be made to the Participant's
Retirement Account in an amount equal to the sum of (i) three percent (3%) of
the Participant's Compensation earned while an Active Participant for such Plan
Year multiplied by a fraction, the numerator of which is the number of whole
calendar months in such Plan Year while an Active Participant preceding the
anniversary of his Entry Date ("Anniversary Date") and the denominator of which
is the number of whole months in such Plan Year while an Active Participant, and
(ii) four percent (4%) of the Participant's Compensation earned while an Active
Participant for such Plan Year multiplied by a fraction, the numerator of which
is the number of whole calendar months in such Plan Year while an Active
Participant following the Anniversary Date (including the calendar month in
which the Anniversary Date occurs) and the denominator of which is the number of
whole months in such Plan Year while an Active Participant.


                                       15
<PAGE>

               (c) For each Participant who has more than Five (5) but fewer
than ten (10) Years of Service as of the last day of the Plan Year, credits
shall be made to the Participant's Retirement Account in an amount equal to four
percent (4%) of the Participant's Compensation earned while an Active
Participant for such Plan Year.

               (d) For each Participant who has ten (10) Years of Service as of
the last day of the Plan Year, credits shall be made to the Participant's
Retirement Account in an amount equal to the sum of (i) four percent (4%) of the
Participant's Compensation earned while an Active Participant for such Plan Year
multiplied by a fraction, the numerator of which is the number of whole calendar
months in such Plan Year while an Active Participant preceding the Anniversary
Date and the denominator of which is the number of whole months in such Plan
Year while an Active Participant, and (ii) five percent (5%) of the
Participant's Compensation earned while an Active Participant for such Plan Year
multiplied by a fraction, the numerator of which is the number of whole calendar
months in such Plan Year while an Active Participant following the Anniversary
Date (including the calendar month in which the Anniversary Date occurs) and the
denominator of which is the number of whole months in such Plan Year while an
Active Participant.

               (e) For each Participant who has more than ten (10) Years of
Service as of the last day of the Plan Year, credits shall be made to the
Participant's Retirement Account in an amount equal to five percent (5%) of the
Participant's Compensation earned while an Active Participant for such Plan
Year.

         No credits shall be made pursuant to this Section with respect to any
period during which a Participant is an Inactive Participant. In the event that
a Participant becomes an Inactive Participant by reason of his transfer of
employment to a non-Employer member of the Group, no credits shall be made to
his Retirement Account pursuant to this Section after the end of the month in
which the transfer occurs, and for purposes of this Section his Compensation
shall be considered to be $0 after the end of the Plan Year in which the
transfer occurs until such time that he again performs an Hour of Service as an
Employee (I.E., again becomes an Active Participant); PROVIDED, HOWEVER, that
such Participant's Retirement Account balance shall continue to be increased in
accordance with Section 5.4 hereof following such transfer.

         5.3 In the case of an Active Participant in the Plan who as of the
Initial Effective Date had an accrued benefit under a Prior Plan as of December
31, 1990, there shall be credited to the Retirement Account of such Participant
as of January 1, 1991, an amount that is the single sum value of his "Accrued
Benefit under the Prior Plan," determined in accordance with Appendix A.

         5.4 For Plan Years beginning on or after the Initial Effective Date,
each Participant's Retirement Account balance on the first day of the Plan Year
shall be automatically increased as of the last day of the Plan Year by an
amount equal to the Retirement Account balance on the first day of the Plan Year
multiplied by the Periodic Adjustment Percentage; PROVIDED, HOWEVER, in the case
of a Participant who terminates employment, for any reason, such increase shall
continue to be made until the last date as of which a Retirement Account balance
is maintained for such Participant; FURTHER PROVIDED, HOWEVER, if such increase
is for less than a full Plan Year, the Periodic Adjustment Percentage shall be
proportionately reduced.

                                       16
<PAGE>


         5.5 In the case of any Participant on or after the Initial Effective
Date who was a Participant under a Prior Plan on December 31, 1990 and satisfies
the applicable requirements set forth in Appendix B, such Participant's Accrued
Benefit shall be the greater of (i) the amount credited to his Retirement
Account or (ii) the accrued benefit which would have been determined for him
under the terms and provisions of the Prior Plan as in effect immediately prior
to the Initial Effective Date, had such Prior Plan continued in effect until the
date of his termination of employment. For this purpose, in the case of the
Prior Plan which is the Estee Lauder Inc. Employee Retirement Plan, the annual
amount of the Participant's Normal Retirement Income is equal to the greater of
(a), (b) or (c) below:

               (a) One percent (1%) of that portion of his Average Final
Compensation which is not in excess of his Social Security Covered Compensation
plus one and one-half percent (1-1/2%) of that portion of such Average Final
Compensation which is in excess of such Social Security Covered Compensation,
multiplied by the number of his Years of Credited Service.

               (b) $2,500 with 25 or more Years of Credited Service and reduced
proportionately for Years of Credited Service less than 25.

               (c) The sum of (i) the amount that would otherwise have been
determined under (a) above had such Participant terminated employment on
December 31, 1993 (or, if earlier, his actual date of termination of employment)
and had such Participant's "compensation" (as used in Section 1.4) for each Plan
Year during the period ending on such applicable date been limited to $200,000
(or such greater amount as may have been permitted after taking into account
increases for cost of living for such Plan Year, as determined by the Secretary
of the Treasury) and with such dollar limit further applied by taking into
account the family aggregation rules of Section 414(q)(6) of the Code pursuant
to Section 401(a)(17) of the Code (as in effect on such applicable date), and
(ii) the benefit that would otherwise have been determined under (a) above
counting only Years of Credited Service performed after December 31, 1993.

         In the case of the Estee Lauder Hemisphere Corporation Pension Plan,
the annual amount of the Participant's Normal Retirement Income would be equal
to the greater of (a), (b) or (c) below:

               (a) One percent (1%) of that portion of his Average Final
Compensation which is not in excess of his Social Security Covered Compensation
plus one and one-half percent (1-1/2%) of that portion of such Average Final
Compensation which is in excess of such Social Security Covered Compensation,
multiplied by the number of his Years of Credited Service.

               (b) $1,620 with 25 or more Years of Credited Service and reduced
proportionately for Years of Credited Service less than 25.

               (c) The sum of (i) the amount that would otherwise have been
determined under (a) above had such Participant terminated employment on
December 31, 1993 (or, if earlier, his actual date of termination of employment)
and had such Participant's

                                       17
<PAGE>

"compensation" (as used in Section 1.4) for each Plan Year during the period
ending on such applicable date been limited to $200,000 (or such greater amount
as may have been permitted after taking into account increases for cost of
living for such Plan Year, as determined by the Secretary of the Treasury) and
with such dollar limit further applied by taking into account the family
aggregation rules of Section 414(q)(6) of the Code pursuant to Section
401(a)(17) of the Code (as in effect on such applicable date), and (ii) the
benefit that would otherwise have been determined under (a) above counting only
Years of Credited Service after December 31, 1993.

         In the case of a Participant whose Accrued Benefit is determined under
the terms of a Prior Plan under this Section, a Participant may, subject to
consent as provided in Sections 9.4 and 9.5 hereof, elect a reduced retirement
income to commence on the first day of any month which is between the date of
his Early Retirement Date and his Normal Retirement Date.

         In the case of the Estee Lauder Inc. Employee Retirement Plan, the
amount of the percentage of such reduction shall be equal to the sum of (a) the
product derived by multiplying 7/12ths of one percent (1%) times the number of
whole calendar months by which the pension commencement date precedes the
Participant's attainment of age 57 and (b) the product derived by multiplying
5/12ths of one percent (1%) by the excess of (i) the number of whole calendar
months by which the pension commencement date precedes the Participant's
attainment of age 62 over (ii) the number of whole calendar months specified in
(a). No reduction shall be applied to such early retirement income amount if the
pension commencement date occurs on or after the Participant's attainment of age
62.

         In the case of the Estee Lauder Inc. Hemisphere Corporation Pension
Plan, the amount of the percentage of such reduction shall be equal to the sum
of (a) the product derived by multiplying 1/4 of one percent (1%) times the
number of whole calendar months (up to and including the first 60 thereof) by
which the pension commencement date precedes the Normal Retirement Date and (b)
the product derived by multiplying 1/2 of one percent (1%) by the number of
calendar months, if any, by which the pension commencement date precedes by more
than 60 calendar months the Normal Retirement Date.

                  Notwithstanding any other provision of the Plan to the
contrary:

in the case of any Participant who is eligible for a benefit set forth in this
         Section 5.5 and incurs a Disability prior to January 1, 1998, such
         Participant (i) shall continue to be credited with Hours of Service
         during the period of such Disability, to the same extent as if such
         person had not become so disabled, for purposes of determining such
         person's Years of Credited Service used in calculating such person's
         benefit pursuant to this Section 5.5, and (ii) shall, during the
         portion of such Participant's period of such Disability beginning on
         January 1st of the year following the year in which such period of
         Disability first commenced, be considered to continue to receive
         "compensation" for purposes of determining such person's Average Final
         Compensation, based upon such person's level of "base pay" as in effect
         immediately prior to the incurring of such Disability, and

in the case of any Participant who is eligible for a benefit set forth in this
         Section 5.5 and incurs a Disability on or after January 1, 1998, such
         Participant (i) shall continue to be credited with Hours of Service
         during a period not exceeding the first twelve months of such

                                       18
<PAGE>

         Disability, to the same extent as if such person had not become so
         disabled, for purposes of determining such person's Years of Credited
         Service used in calculating such person's benefit pursuant to this
         Section 5.5, and (ii) shall, during that portion (if any) of such
         Participant's period of such Disability beginning on January 1st of the
         year following the year in which such period of Disability first
         commenced during which such Participant continues to be so credited
         with Hours of Service pursuant to the immediately preceding clause (i),
         be considered to continue to receive "compensation" for purposes of
         determining such person's Average Final Compensation, based upon such
         person's level of "base pay" as in effect immediately prior to the
         incurring of such Disability;

PROVIDED, HOWEVER, that in no event shall such person continue to be so credited
with Hours of Service or be imputed with "compensation" for periods after such
person's Normal Retirement Date.

         5.6 Notwithstanding anything to the contrary provided herein or
elsewhere in the Plan, any Participant who retires on or after his Normal
Retirement Date with at least Five (5) Years of Credited Service but less than
ten (10) Years of Credited Service shall be entitled to a Normal Retirement
Income of not less than $100 per month for life, and any Participant who retires
on or after his Normal Retirement Date with at least ten (10) Years of Credited
Service shall be entitled to a Normal Retirement Income of not less than $200
per month for life.

         5.7 The benefits otherwise payable to a Participant or a Beneficiary
under this Plan and, where relevant, the Accrued Benefit of a Participant, shall
be limited to the extent required, and only to the extent required, by the
provisions of Section 415 of the Code and rulings, notices and regulations
issued thereunder. To the extent applicable, Section 415 of the Code and
rulings, notices and regulations issued thereunder are hereby incorporated by
reference into this Plan. In calculating these limits, the following rules shall
apply:

               (a) Except where otherwise specifically set forth in rulings,
notices and regulations incorporated into this Plan by reference, the
limitations applicable to alternative forms of benefits (other than a "qualified
joint and survivor annuity," as defined in Section 417(b) of the Code) shall be
determined using the factors set forth in Appendix A.

               (b) If the applicable limits of Section 415 of the Code are
increased after a benefit is in pay status by virtue of an adjustment to those
limits reflecting a change in the cost of living index or an amendment to the
Code, benefit payments to a Participant or his Beneficiary shall be increased
automatically to the maximum extent permitted under the revised limits. This
increase shall occur only to the extent it would not cause the benefit to exceed
the benefit to which the Participant or Beneficiary would have been entitled in
the absence of the limits under Section 415 of the Code.

               (c) If, upon the death of a Participant whose benefits were
limited under this Section, the Surviving Spouse shall be entitled to a benefit
payment smaller than that which was payable while the Participant was alive, the
benefit payments to the Surviving Spouse shall equal the lesser of:



                                       19
<PAGE>


               (i) the benefit payment which would be payable to the Surviving
         Spouse if benefits under this Plan had not been limited by this
         Section, and

               (ii) the benefit payment which would be payable to the Surviving
         Spouse if the benefit provided under this Plan had been a "qualified
         joint and survivor annuity," as defined in Section 417(b) of the Code,
         with survivor benefits equal to 100% of the amount payable while the
         Participant was alive, in an amount equal to the maximum limitations
         provided under this Section.

               (d) If the Participant is, or ever has been, covered under one or
more qualified defined contribution plans maintained by the Employer or another
member of the Group, the combined plan limits of Section 415(e) of the Code
shall be calculated by reducing the limits applicable to this Plan first, prior
to restricting annual additions to any such defined contribution plan; PROVIDED,
HOWEVER, that this paragraph (d) shall apply only with respect to Plan Years
commencing prior to January 1, 2000. Notwithstanding the foregoing, or any other
provision of this Plan to the contrary, the benefits otherwise payable to (or on
account of) any Participant on or after January 1, 2,000 (including any
Participant who is already receiving an annuity under the Plan prior to that
date) shall, to the maximum extent permitted by the Code, be determined by
disregarding any limit which may have been previously imposed on such person's
benefits under this Plan pursuant to the provisions of the preceding sentence;
PROVIDED, HOWEVER, that there shall be no adjustment in the benefits otherwise
paid to such person with respect to periods prior to January 1, 2000; and,
FURTHER PROVIDED, that this sentence shall not apply with respect to any person
who has, prior to January 1, 2000, received a lump sum distribution under the
Plan.

               (e) If the Participant is entitled to a benefit under any defined
benefit plan which is, or ever has been, maintained by the Employer or another
member of the Group, the limits under this Section shall be applied to the
combined benefits payable and the benefit payable hereunder shall be reduced to
the extent necessary to make the combined benefits meet the limits under this
Section.

               (f) To calculate average compensation for a Participant's
high-three years of service, compensation shall be the Employee's Compensation,
and the three-year average shall be calculated using consecutive limitation
years. A limitation year shall be a Plan Year for purposes of this Section.

               (g) The amendments to Section 415(b) of the Code made by Public
Law 103-465 (as modified by Public Law 104-188) shall first be effective January
1, 1999. The amendments to Section 415(b) of the Code made by Public Law 107-16
shall first be effective January 1, 2002.

         5.8 Notwithstanding any other provision of the Plan to the contrary,
the Accrued Benefit of an Inactive Participant who (i) was a participant in a
Prior Plan and (ii) had a condition of Disability as of December 30, 1990, shall
continue to be determined under the benefit formula of such Prior Plan, unless
such Inactive Participant is eligible for the benefit set forth in Section 5.5
hereof. A Participant who first has a condition of Disability on or after
January 1, 1991 shall be covered under the benefit formula of this Plan as of
the Initial Effective


                                       20
<PAGE>


Date unless such Participant is eligible for the benefit set forth in Section
5.5 hereof. For purposes of determining the opening Retirement Account balance
under this Plan, Average Final Compensation shall be used, except that with
respect to any year in which there were no earnings or earnings were reduced
because of Disability, such Participant's last year of actual base pay shall be
used on an annualized basis.


























                                       21
<PAGE>


                                    SECTION 6

                                  CONTRIBUTIONS

         6.1 No contributions are to be made by Participants under this Plan.

         6.2 Subject to the provisions of Section 13 hereof, the Employer
intends to contribute over a period of time such amounts as may be determined by
actuarial calculations to be required of the Employer to provide benefits in
accordance with the Plan. Any forfeitures arising under the Plan shall not be
applied to increase the benefits any Participant would otherwise receive under
the Plan but shall be applied to reduce the Employer contributions under the
Plan.

         6.3 Subject to the provisions of Section 13 hereof, the administrative
expenses of the Plan, except to the extent paid by the Employer, shall be paid
out of the funds of the Plan.

         6.4 Except as provided in paragraphs (a) and (b) below, and except as
provided in Section 16 hereof, Employer contributions made under the Plan will
be held for the exclusive benefit of Participants, and their joint annuitants or
Beneficiaries and may not revert to the Employer.

               (a) A contribution made by the Employer under a mistake of fact
may be returned to the Employer within one (1) year after it is contributed to
the Plan.

               (b) A contribution conditioned upon its deductibility under
Section 404 of the Code may be returned, to the extent the deduction is
disallowed, to the Employer within one (1) year after the disallowance. All
contributions to the Plan are hereby conditioned upon their deductibility.

The maximum contribution that may be returned to the Employer will not exceed
the amount actually contributed to the Plan, or the value of such contribution
on the date it is returned to the Employer, if less.

         6.5 In recognition of the fact that the Plan is, effective January 1,
1996, subject to the requirements of Section 413(c) of the Code, the provisions
of Section 413(c)(4) of the Code shall, with respect to periods on and after
that date, be applied consistent with such rules and procedures as shall be
adopted by the actuary appointed under the Plan.








                                       22
<PAGE>

                                   SECTION 7

                                  DEATH BENEFIT

         7.1 Death Before Retirement Date.

               (a) If a Participant with a nonforfeitable right to the amount
credited to his Retirement Account pursuant to Section 8 hereof dies prior to
commencement of benefits, then his Surviving Spouse, or if (i) the Participant
elects a Beneficiary other than his Surviving Spouse and such Surviving Spouse
consents to such designation pursuant to Section 7.3 of the Plan or (ii) the
Participant is unmarried, the Participant's designated Beneficiary, shall
receive the amount credited to the Retirement Account, payable in a single life
annuity. The Surviving Spouse (or designated Beneficiary, if applicable) may
elect to receive such benefit in a cash lump sum payment; provided, however,
that if the Actuarial Equivalent value of such amount does not exceed $3,500
(with respect to Plan Years beginning prior to January 1, 1998) or $5,000 (with
respect to Plan Years beginning on or after January 1, 1998), such value shall
automatically be paid in a cash lump sum in accordance with the last sentence of
Section 10.1 hereof.

               (b) Notwithstanding the foregoing subsection (a), if (i) a
Participant described in such subsection (a) was subject to the provisions of
Section 5.5 and (ii) at the time of his death there is a Surviving Spouse and
the Participant has not designated a Beneficiary other than his Surviving Spouse
with such Surviving Spouse's consent pursuant to Section 7.3, the single life
annuity otherwise payable to such Surviving Spouse pursuant to this Section 7.1
shall not be less than the single life annuity otherwise payable to such person
determined in accordance with the provisions of Section 6.1 or 6.2, as the case
may be, of the appropriate Prior Plan and based solely on such Participant's
Normal Retirement Income determined in accordance with Section 5.5; provided,
however, that if the Actuarial Equivalent value of the single life annuity
otherwise so determined pursuant to this subsection (b) does not exceed $3,500
(with respect to Plan Years beginning prior to January 1, 1998) or $5,000 (with
respect to Plan Years beginning on or after January 1, 1998), such value shall
automatically be paid in a cash lump sum in accordance with the last sentence of
Section 10.1 hereof.

         7.2 DEATH AFTER DATE OF COMMENCEMENT OF BENEFITS. In the event of a
Participant's death after commencement of benefits, and if an optional form of
benefit under Section 9.3 hereof is applicable, then the death benefit payable
hereunder, if any, shall be determined in accordance with such optional
election. Otherwise, no death benefit shall be payable.

         7.3 BENEFICIARY DESIGNATION. If a Participant has a Surviving Spouse,
his Surviving Spouse shall be his Beneficiary, unless the Participant designates
someone other than his Surviving Spouse as his Beneficiary (other than as a
contingent Beneficiary) and the Surviving Spouse consents to such designation.
If the Participant does not have a Surviving Spouse or if his Surviving Spouse
consents, the Participant shall have the right to designate any person as a
Beneficiary, to receive the amount, if any, payable pursuant to this Plan upon
his death and may from time to time change any such designation in accordance
with procedures established by the Committee. Each such designation shall be
submitted to the Committee or its

                                       23
<PAGE>


designee in such form and manner as may be required by the Committee or its
designee. In the event that a Participant designates someone other than his
Surviving Spouse as his Beneficiary (other than as a contingent Beneficiary),
such Beneficiary designation shall not be effective unless (i) the Surviving
Spouse consents to such Beneficiary designation in writing, in a form acceptable
to the Committee or its designee, and such consent is witnessed by a Plan
representative or a notary public or (ii) the Participant provides the Committee
or its designee with sufficient evidence to show that the Participant does not
have a Surviving Spouse or that his Surviving Spouse cannot be located. The
Committee shall decide which Beneficiary, if any, shall have been validly
designated. If a Participant does not have a Surviving Spouse and no Beneficiary
has been designated, or if a Participant does not have a Surviving Spouse and
the Committee determines that a designation made by the Participant is not
effective for any reason, the Committee shall designate as Beneficiary the
estate of the deceased Participant.


















                                       24
<PAGE>


                                   SECTION 8

                            TERMINATION OF EMPLOYMENT

         8.1 A Participant shall be 100% vested in the amount credited to his
Retirement Account after having completed at least Five (5) Years of Service. If
a Participant terminates employment other than by early or normal retirement or
death after having completed at least Five (5) Years of Service, he shall be
entitled to elect payment of the amount credited to his Retirement Account as of
such date of termination in a cash lump sum or, (i) if the Participant has a
Surviving Spouse at the time of such termination of employment, as an annuity of
the form described in Section 9.2 hereof or (ii) if the Participant has no
Surviving Spouse at the time of such termination of employment, as an annuity of
the form of benefit described in Section 9.1 hereof. Such payment shall be made
(or in the case of an annuity, shall commence) in accordance with the last
sentence of Section 10.1 hereof, and such election to be subject to consent as
provided in Sections 9.4 and 9.5 hereof; PROVIDED, HOWEVER, that if the
Actuarial Equivalent value of such amount does not exceed $3,500 (with respect
to Plan Years beginning prior to January 1, 1998) or $5,000 (with respect to
Plan Years beginning on or after January 1, 1998), such value shall
automatically be paid in a cash lump sum in accordance with the last sentence of
Section 10.1 hereof. If such Participant does not elect such lump sum or
annuity, he shall be entitled to receive his Accrued Benefit commencing on the
first day of any month after his termination of employment (but not later than
his Normal Retirement Date), payable in a lump sum or as an annuity, in
accordance with Sections 9.1 or 9.2 hereof, to the extent applicable. For
purposes of this Section 8, a Participant who is terminated for Disability after
a one-year absence because of Disability shall be deemed to have completed at
least Five (5) Years of Service.

         8.2 In no event shall the retirement income of a terminated Employee
who was a participant under a Prior Plan immediately prior to the Initial
Effective Date be less than the Actuarial Equivalent of the benefit that would
have been payable under the Prior Plan had the Participant's employment
terminated immediately prior to the Initial Effective Date.

         8.3 Notwithstanding any other provision of this Plan, each Participant
shall be 100% vested in his Retirement Account on his Normal Retirement Date.

         8.4 (a) If a Participant's service terminates prior to having completed
Five (5) Years of Service, and at a time when he is 0% vested in the amount
credited to his Retirement Account, he shall, notwithstanding any other
provision of the Plan to the contrary, be deemed to automatically receive, as of
such person's date of termination of employment, a single lump sum distribution
which is the Actuarial Equivalent of his entire vested Accrued Benefit under the
Plan, and he shall thereupon forfeit his Retirement Account as of such same
date. Any forfeiture resulting from the operation of this Section, or any other
provisions of the Plan, shall be used to reduce future Employer contributions.

               (b) If a Participant's Retirement Account is forfeited pursuant
to the preceding paragraph (a) above and such Participant is subsequently
reemployed as an Employee of an Employer (i) after the number of consecutive
one-year Breaks in Service equals or exceeds



                                       25
<PAGE>

Five (5), the Years of Service completed prior to the Breaks in Service shall
not be aggregated with Years of Service completed after the reemployment date,
or (ii) prior to incurring Five (5) or more consecutive one-year Breaks in
Service, the amounts previously credited to his Retirement Account will be
restored, the Years of Service completed prior to the Breaks in Service will be
aggregated with the Years of Service after his reemployment date and the
Participant shall become a Participant of the Plan upon his reemployment.

               (c) If a Participant's vested percentage is 100% at the time of
his termination of employment, and such Participant is subsequently reemployed
as an Employee of an Employer, Years of Service completed prior to any number of
one-year Breaks in Service shall be aggregated with Years of Service after the
reemployment. If such Participant received a complete distribution of his
benefits under the Plan prior to his reemployment, then the amounts credited to
his Retirement Account as of his date of termination shall be restored on his
reemployment date, but any subsequent distribution paid to the Participant after
his reemployment shall be offset by the present value of any distributions
previously paid to him at any time in accordance with the requirements of
Section 411(a)(7) of the Code and the regulations promulgated thereunder.

               (d) For purposes of determining the amount credited to the
Retirement Account of a reemployed Participant described in Section 8.4(c)
above, (i) if such Participant received a complete distribution of his benefits
under the Plan prior to his reemployment, the amount credited to his Retirement
Account upon reemployment shall be $0, and (ii) if such Participant received
distributions of only a portion of his benefits under the Plan prior to his
reemployment, the amount credited to his Retirement Account upon reemployment
shall be the amount credited to his Retirement Account at the time of his prior
termination of employment less the amount of such distributions, and his
Retirement Account shall be increased in accordance with Section 5.4 by applying
the Periodic Adjustment Percentage to the undistributed amounts credited to his
Retirement Account during the period between his termination of employment and
his reemployment. Notwithstanding the foregoing, if the reemployed Participant
repays in full his prior distributions plus interest in accordance with Section
411(a)(7) of the Code, the Participant's Retirement Account shall be credited
with the full amount credited to such Retirement Account at the time of his
prior termination of employment, increased in accordance with Section 5.4 by
applying the Periodic Adjustment Percentage to such amount for the period
between his termination of employment and his reemployment.

         8.5 Notwithstanding the foregoing provisions of this Section 8 and
solely in the case of a Participant subject to the provisions of Section 5.5:

               (a) if such Participant's Accrued Benefit is in fact determined
pursuant to Section 5.5, rather than with reference to the amount credited to
his Retirement Account, then the provisions of Section 8.1 shall instead be
applied with reference to such Accrued Benefit so determined pursuant to Section
5.5, and in connection therewith, the amount of any cash lump sum shall be the
Actuarial Equivalent of such Accrued Benefit; and

               (b) regardless of whether such Participant's Accrued Benefit is
in fact so determined pursuant to Section 5.5, the provisions of Section 8.4
shall be applied with


                                       26
<PAGE>

reference to both such person's Retirement Account and the amount otherwise
calculated pursuant to Section 5.5.































                                       27
<PAGE>

                                   SECTION 9

                            OPTIONAL FORMS OF BENEFIT

         9.1 Normal Form of Benefit.

               (a) The normal form of benefit shall be an income payable monthly
for life, commencing on the Normal Retirement Date and terminating with the
payment preceding death; PROVIDED, HOWEVER, that a Participant may, with spousal
consent under the terms of Section 9.4 hereof, if applicable, elect to receive
the amount credited to his Retirement Account in a single cash lump sum; FURTHER
PROVIDED, HOWEVER, that if the Actuarial Equivalent value of such amount does
not exceed $3,500 (with respect to Plan Years beginning prior to January 1,
1998) or $5,000 (with respect to Plan Years beginning on or after January 1,
1998), such value shall automatically be paid to the Participant in a cash lump
sum in accordance with the last sentence of Section 10.1 hereof.

               (b) Notwithstanding the foregoing subsection (a) and in the case
of a Participant subject to the provisions of Section 5.5 or Section 5.6, if
such Participant's Accrued Benefit is in fact determined pursuant to Section 5.5
or Section 5.6, rather than with reference to the amount credited to his
Retirement Account, then the provisions of the foregoing subsection (a) shall
instead be applied with reference to such Accrued Benefit so determined pursuant
to Section 5.5 or Section 5.6, and in connection therewith, the amount of any
cash lump sum shall be the Actuarial Equivalent of such Accrued Benefit.

         9.2 AUTOMATIC POST-RETIREMENT SURVIVING SPOUSE OPTION. Subject to the
conditions hereinafter set forth in this Section, if a Participant has a
Surviving Spouse at his Retirement Income Commencement Date, the amount of
retirement income payment to which he would otherwise be entitled under the
normal form of benefit described in Section 9.1 shall be reduced on an Actuarial
Equivalent basis to reflect the fact that, if such spouse shall survive him, a
retirement income shall be payable under the Plan to his Surviving Spouse during
such spouse's remaining lifetime after his death in an amount equal to 50% of
the reduced amount of retirement income payments. A married Participant may
elect (and may revoke such election and thereafter reelect) that his retirement
income not be paid in the 50% joint and survivor form described in the preceding
sentence, subject to the provisions of Section 9.4 hereof.

         9.3 Notwithstanding the foregoing provisions of this Section 9, a
Participant who retires on or after his Early Retirement Date may, subject to
consent as provided in Sections 9.4 and 9.5 hereof, elect to receive the value
of (i) his entire Accrued Benefit in accordance with one of the following
optional forms, except that Option 1 or 2 may not be elected with respect to an
Accrued Benefit accrued prior to January 1, 1991; (ii) his Accrued Benefit as of
his Retirement Income Commencement Date less the value of his Accrued Benefit as
of December 31, 1990 separately in accordance with Option 1 or 2; and (iii) his
Accrued Benefit as of December 31, 1990, under a Prior Plan separately in
accordance with Option 3, 4 or 5; PROVIDED, HOWEVER, that the Prior Plan benefit
may be received separately only if a Participant elects Option 1 or 2 under
clause (ii) hereof.


                                       28
<PAGE>

                  OPTION 1. An Actuarial Equivalent retirement income to be paid
to the retired Participant for the rest of his life, and after his death either
50% or 100% (in accordance with his election) of such Actuarial Equivalent
retirement income to be paid to his contingent annuitant for the rest of the
contingent annuitant's life.

                  OPTION 2. An Actuarial Equivalent retirement income to be paid
to the retired Participant payable for the greater of his lifetime or a period
of ten (10) years. If the retired Participant dies before the expiration of ten
(10) years, the remaining installments of his Actuarial Equivalent retirement
income shall be paid to his Beneficiary.

                  OPTION 3. An Actuarial Equivalent retirement income to be paid
to the retired Participant for the rest of his life, and after his death either
25%, 66.67%, 75% or 100% (in accordance with his election) of such Actuarial
Equivalent retirement income to be paid to his contingent annuitant for the rest
of the contingent annuitant's life.

                  OPTION 4. An Actuarial Equivalent retirement income to be paid
to the retired Participant for the rest of his life, and if he dies before
receiving 120 monthly payments, such Actuarial Equivalent retirement income to
be paid to his Beneficiary for the remainder of the 120 months.

                  OPTION 5. A Participant who retires early in accordance with
Section 4.2 hereof may elect to receive an Actuarial Equivalent retirement
income providing larger monthly payments, in lieu of the retirement income
otherwise payable upon early retirement, until the earliest date on which his
Social Security benefit could commence; thereafter his monthly retirement income
payments shall be reduced by the estimated monthly amount of his Social Security
benefit computed to commence on such date. This optional form provides, insofar
as practical, a level total retirement income (from this Plan and Social
Security) for the Participant. In the event of the election of this Social
Security adjustment option, the monthly payment of the adjusted retirement
income shall commence at the date of retirement and shall cease with the earlier
of the last payment prior to the death of the Participant or the last payment
payable as calculated under this option.

                  9.4 The following rules and requirements must be met in order
for any optional form of retirement income to be applicable.

                      (a) The election must be made pursuant to a qualified
election (as described in paragraphs (b) and (g) of this Section) and filed with
the Committee or its designee within the 90-day period ending on the Retirement
Income Commencement Date.

                      (b) The consent of a contingent annuitant or Beneficiary
shall not be required for a qualified election of an option; except that, if a
married Participant elects to receive a form of benefit other than the Automatic
Post-Retirement Survivor Spouse Option described in Section 9.2 hereof, a
qualified election requires that the Surviving Spouse waive such spouse's right
to the Automatic Post-Retirement Surviving Spouse Option. Such waiver shall not
be effective unless (i) the consent is in writing; (ii) the election designates
a specific alternate Beneficiary, including any class of Beneficiaries or any
contingent Beneficiaries, which may not be changed without spousal consent (or
the Surviving Spouse expressly permits designations by the Participant without
any further spousal consent); (ii) the Surviving Spouse's consent acknowledges
the effect of the election; (iv) the Surviving Spouse's consent is witnessed by
a Plan representative or notary public; and (v) the election designates a form
of benefit payment that may not be changed without spousal consent (or the
Surviving Spouse expressly permits


                                       29
<PAGE>

designations by the Participant without any further spousal consent). In the
absence of a waiver by such spouse, other than for the reason that such spouse
cannot be located, the election of a form of payment other than as provided in
Section 9.2 hereof shall be null and void. Any consent by a Surviving Spouse
obtained under this provision (or establishment that the consent of a Surviving
Spouse may not be obtained) shall be effective only with respect to such
Surviving Spouse. A consent that permits designations by the Participant without
any requirement of further consent by the Surviving Spouse must acknowledge that
such spouse has the right to limit consent to a specific Beneficiary, and a
specific form of benefit where applicable, and that such spouse voluntarily
elects to relinquish either or both of such rights. A revocation of a prior
waiver may be made by a Participant without the consent of the Surviving Spouse
at any time prior to the commencement of benefits. The number of revocations
shall not be limited. No consent obtained under this provision shall be valid
unless the Participant has received notice as provided in paragraph (g) of this
Section.

                      (c) An election may not be made nor will it be accepted by
the Committee or its designee, or if accepted it shall become null and void, if
the Actuarial Equivalent value of the Participant's entire Accrued Benefit as of
his Retirement Income Commencement Date would be $3,500 or less (with respect to
Plan Years beginning prior to January 1, 1998) or $5,000 or less (with respect
to Plan Years beginning on or after January 1, 1998), and such value shall
automatically be paid to the Participant in a cash lump sum.

                      (d) If the stated effective date of the option is prior to
the Participant's Normal Retirement Date and the Participant continues in
service after such stated effective date, the election shall become null and
void but, subject to the rules and requirements contained in this Section, the
Participant may thereafter make another election. If the stated effective date
is the Participant's Normal Retirement Date or any later date and he continues
in service after such stated effective date, the option shall take effect upon
his subsequent death or retirement.

                      (e) If a Participant who has elected Option 4 under
Section 9.3 hereof dies while the option is in effect, and his Beneficiary is a
natural person who survives the Participant but dies before the 120 monthly
payments have been paid to the Participant and the Beneficiary, the lump sum
discounted value of the unpaid balance of such 120 monthly payments shall be
paid to the Beneficiary's estate.

                      (f) If the contingent annuitant is other than the
Surviving Spouse, and if the actuarial present value of the payments to be made
to the Participant under an option will be less than 51% of the Actuarial
Equivalent value of the normal form of retirement benefit provided in Section
9.1 hereof, the optional benefit shall be adjusted so that the value of the
Participant's benefit will be equal to 51% of the Actuarial Equivalent value of
the Participant's normal form of retirement benefit.

                      (g) No election shall be a qualified election unless, at
least 30 days (or such a shorter period permitted by the Code and the
regulations promulgated thereunder) and no


                                       30
<PAGE>

more than 90 days prior to the Participant's Retirement Income Commencement
Date, the Committee shall furnish him (by mail or personal delivery) a statement
generally describing the 50% joint and survivor form and explaining the relative
financial effects of making an election under Section 9.2 hereof, or an election
of an optional form of payment under Section 9.3 hereof. The statement shall
also describe the right of the Participant and his Surviving Spouse to waive the
50% joint and survivor form, the effect of such a waiver, and the right to
revoke such waiver.

                  9.5 If the Actuarial Equivalent value of a Participant's
vested Accrued Benefit exceeds or, for distributions prior to October 17, 2000,
at the time of any prior distribution exceeded $3,500 (with respect to Plan
Years beginning prior to January 1, 1998) or $5,000 (with respect to Plan Years
beginning on or after January 1, 1998), and the Accrued Benefit is "immediately
distributable" (as defined below), the Participant and any Surviving Spouse (or
where either the Participant or the spouse has died, the survivor) must consent
to any distribution of such Accrued Benefit. An Accrued Benefit is "immediately
distributable" if any part of the Accrued Benefit could be distributed to the
Participant (or Surviving Spouse) before the Participant attains (or would have
attained if not deceased) Normal Retirement Age. The consent of the Participant
and any Surviving Spouse shall be obtained in writing within the 90-day period
ending on the Retirement Income Commencement Date. The Participant and any
Surviving Spouse shall be notified of the right to defer any distribution until
the Participant's Accrued Benefit is no longer immediately distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Section 417(a)(3) of the Code, and shall be provided no less than 30 days (or
such shorter period permitted by the Code and the regulations promulgated
thereunder) and no more than 90 days prior to the Retirement Income Commencement
Date. Notwithstanding the foregoing, only the Participant need consent to the
commencement of a distribution in the 50% or 100% joint and survivor form while
the Accrued Benefit is immediately distributable. Neither the consent of the
Participant nor the Surviving Spouse shall be required to the extent that a
distribution is required to satisfy Section 401(a)(9) or 415 of the Code.








                                       31
<PAGE>


                                   SECTION 10

                          PAYMENT OF RETIREMENT INCOME

                  10.1 Subject to the provisions of Sections 9 and 11 hereof,
retirement income payable in other than a lump sum shall be payable in monthly
installments, as of the first day of each month with the first payment to be
made as of the appropriate retirement date or earlier date of termination of
employment, but in no event later than the 60th day after the later of the close
of the Plan Year in which the Participant attains age 65 or terminates
employment or in which occurs his tenth (10th) Year of Credited Service, and
with final payment to be made as of the first day of the month in which death
occurs, or, if earlier, the first day of the month payments cease under the
option elected. Subject to the foregoing sentence, retirement income payable in
a single cash lump sum shall be paid on or as soon as administratively possible
following the date he becomes entitled thereto.

                  10.2 Anything elsewhere in the Plan to the contrary
notwithstanding, the entire nonforfeitable interest of each Participant shall be
either:

                      (a) distributed to the Participant not later than the
Participant's "Required Beginning Date" (as defined in Section 10.2(b)), or

                      (b) distributed to, or for the benefit of, the Participant
and the Participant's contingent annuitant in installments beginning not later
than the Participant's Required Beginning Date and continuing, in accordance
with such regulations as the Secretary of the Treasury may prescribe, (i) over
the life of the Participant or over the lives of the Participant and the
Participant's contingent annuitant or (ii) over a period certain not extending
beyond the life expectancy of the Participant and the Participant's Beneficiary.
For purposes of this Section, the "Required Beginning Date" shall mean the later
of April 1 of the calendar year which follows the calendar year in which the
Participant attains age 70 1/2, or the calendar year in which the Participant
retires; PROVIDED, HOWEVER, that a distribution to a Participant who is a five
percent owner (as defined in Section 416 of the Code) shall begin no later than
April 1 of the calendar year which follows the calendar year in which such
Participant attains age 70-1/2. Notwithstanding the foregoing, any Participant
who attains age 70-1/2 after December 31, 1995 but on or before December 31,
1997 may elect to nevertheless commence his distribution on April 1 of the
calendar year following the calendar year in which the Participant attains age
70-1/2 even if the Participant is still employed by the Employer. In addition to
the foregoing, in applying the rules of this Section 10.2, the regulations
promulgated under Section 401(a)(9) of the Code are incorporated herein by
reference, as are the rules promulgated by the Department of the Treasury and
the Internal Revenue Service with respect to compliance with Section 401(a)(9)
of the Code without violating Section 411(d)(6) of the Code.

               If distribution of a Participant's nonforfeitable interest has
begun in accordance with Section 10.2(b) hereof and the Participant dies before
his entire nonforfeitable interest has been distributed to him, the remaining
portion of such interest shall be distributed at least as rapidly as under the
method of distribution being used under Section 10.2(b) hereof as of the date of
the Participant's death.


                                       32
<PAGE>



                  If a Participant dies before distribution of the Participant's
nonforfeitable interest has begun in accordance with Section 10.2(b) hereof, the
entire nonforfeitable interest shall be distributed within five years after the
death of the Participant, except such portion thereof as shall be payable in
installments to, or for the benefit of, the Participant's contingent annuitant,
beginning not later than one (1) year after the date of the Participant's death
and continuing, in accordance with such regulations as the Secretary of the
Treasury may prescribe, over the life of the contingent annuitant (or over a
period certain not extending beyond the life expectancy of the contingent
annuitant); provided, however, that if the Surviving Spouse is the Participant's
contingent annuitant, the date on which the distributions are required to begin
shall not be later than the Participant's Required Beginning Date and, if the
Surviving Spouse dies before the distributions to the Surviving Spouse begin,
this paragraph shall be applied as if the Surviving Spouse was the Participant.









                                       33
<PAGE>


                                   SECTION 11

                           ADMINISTRATION OF THE PLAN

                  11.1 Except with respect to those responsibilities delegated
to the Fiduciary Committee hereunder, the Plan shall be administered by the
Committee, which shall be responsible for carrying out the provisions of the
Plan. The Committee shall be a "named fiduciary" under Section 402(a)(2) of
ERISA. The Committee shall consist of at least three (3) members who shall be
appointed in the manner authorized by the Board. Vacancies therein shall be
filled in the same manner as appointments. Any member of the Committee may be
removed by action of the Board or may resign of his own accord by delivering his
written resignation to the Board and to the secretary of the Committee.

                  11.2 The members of the Committee shall elect from their
number a chairman. The chairman shall appoint a secretary, who need not be a
member of the Committee. The members of the Committee may appoint from their
number subcommittees with such powers as they shall determine, may authorize one
or more of their number or any agent to execute or deliver any instrument or
make any payment in their behalf, and may employ clerks and may employ such
counsel, accountants, and actuaries as may be required in carrying out the
provisions of the Plan.

                  11.3 The Committee shall hold meetings upon such notice, at
such time, and at such place as they may determine.

                  11.4 A majority of the members of the Committee at the time in
office shall constitute a quorum for the transaction of business. All
resolutions or other actions taken by the Committee shall be by the affirmative
vote of a majority of those present at the meeting, or the written consent of a
majority of members at the time in office, if they act without a meeting.

                  11.5 No member of the Committee who is also an Employee shall
receive any compensation for his services as such, but the Employer may
reimburse any member for any necessary expenses incurred.

                  11.6 The Committee shall from time to time establish rules for
the administration of the Plan and the transaction of its business. Except as
herein otherwise expressly provided, the Committee shall have the exclusive
right to interpret the Plan and to decide any matters arising thereunder in
connection with the administration of the Plan, the eligibility of any person to
benefits thereunder and the amounts of such benefits. It shall endeavor to act
by general rules so as not to discriminate in favor of any person. Its decisions
and the records of the Committee shall be conclusive and binding upon the
Employer, the Participants, and all other persons having any interest under the
Plan.

                  The Committee shall have the power to amend the Plan, provided
that such amendment does not increase the total cost of providing benefits under
the Plan by an amount in excess of $1,000,000 in any Plan Year computed in
accordance with generally accepted accounting or actuarial principles; and
provided, further, that such amendment does not affect the duties delegated
hereunder to the Fiduciary Committee.


                                       34
<PAGE>

The Committee may appoint a Plan administrator for the Plan and shall delegate
to the Plan administrator the duty to maintain all records and accounts
necessary for the effective administration of the Plan, and to take any actions
necessary to comply with the reporting and disclosure requirements imposed by
the Code, ERISA and any other applicable federal or state statute or regulation,
including any law or regulation promulgated by any foreign governing body which
applies to the Plan. The Committee may delegate to any Plan administrator such
other duties as it may deem necessary and appropriate. The Committee shall
receive reports from each such Plan administrator as the Committee may request.

                  11.7 The Committee shall cause to be maintained accounts
showing the fiscal transactions of the Plan, and in connection therewith shall
require the Trustee to submit any necessary reports, and shall keep in
convenient form such data as may be necessary for actuarial valuations of the
assets and liabilities of the Plan. The Committee may retain counsel,
accountants, actuaries and/or other persons to assist in the discharge of its
duties.

                  11.8 The members of the Committee, the Fiduciary Committee,
the Board, and the officers and directors of the Employer shall be entitled to
rely upon all tables, valuations, certificates, and reports furnished by any
duly appointed actuary, upon all certificates and reports made by any duly
appointed accountant, and upon all opinions given by any duly appointed legal
counsel. The members of the Committee, the Fiduciary Committee, the Board, and
the officers and directors of the Employer shall not be held liable for any
action taken in good faith in reliance upon any such tables, valuations,
certificates, reports, or opinions. All actions so taken shall be conclusive
upon each of them and upon all persons having any interest under the Plan. No
member of the Committee shall be personally liable by virtue of any instrument
executed by him or on his behalf as a member of the Committee, or for any
mistake of judgment made by himself or any other member or by anyone employed by
the Employer, or for any loss unless resulting from his own actions, including
gross negligence or willful misconduct. Each member of the Committee shall be
indemnified by the Employer against losses reasonably incurred by him in
connection with any claim, proceeding or action to which he may be a party by
reason of his membership in the Committee (including amounts paid in a
settlement approved by the Employer and reasonable attorney's fees and expenses
incurred in connection with such claim, proceeding or action); PROVIDED,
HOWEVER, that such indemnification shall not apply to matters as to which he
shall be finally adjudged, by a court of competent jurisdiction in a decision
from which no appeal may be taken or with respect to which the time to appeal
has expired without an appeal having been made, to have engaged in gross
negligence or willful misconduct. The foregoing right of indemnification shall
be in addition to any other rights to which any such member may be entitled as a
matter of law or pursuant to the bylaws of Estee Lauder or any other Employer.

                  11.9 In the event that any Participant, contingent annuitant
or Beneficiary claims to be entitled to a benefit under the Plan, and the
Committee determines that such claim should be denied in whole or in part, the
Committee shall, in writing, notify such claimant within 90 days of receipt of
such claim that his claim has been denied, setting forth the specific reasons
for such denial. Such notification shall be written in a manner reasonably
expected to be understood by such Participant or other payee and shall set forth
the pertinent sections of the Plan relied on and, where appropriate, an
explanation of how the claimant can obtain review of such denial. Within 60 days
after the mailing or delivery by the Committee of such notice, such

                                       35
<PAGE>

claimant may request, by mailing or delivery of written notice to the Committee,
a review by the Committee of the decision denying the claim. If the claimant
fails to request such a hearing within such 60-day period, it shall be
conclusively determined for all purposes of this Plan that the denial of such
claim by the Committee is correct. If such claimant requests a review within
such 60-day period, he shall have the opportunity to review pertinent documents
and to submit a written statement to the Committee. After such review, the
Committee shall determine whether such denial of the claim was correct and shall
notify such claimant in writing of its determination within 60 days from receipt
of his request and no further review shall thereafter be required by the
Committee.
















                                       36
<PAGE>


                                   SECTION 12

                           INVESTMENT OF PLAN ASSETS;
                          DUTIES OF FIDUCIARY COMMITTEE

                  12.1 All assets for providing the benefits of the Plan shall
be held in trust for the exclusive benefit of Participants, contingent
annuitants and Beneficiaries under the Plan, and no part of the corpus or income
shall be used for, or diverted to, purposes other than for the exclusive benefit
of Participants, contingent annuitants, and Beneficiaries under the Plan except
as provided in Sections 6.3 and 16.4 hereof. No Participant, contingent
annuitant, or Beneficiary under the Plan, nor any other person, shall have any
interest in or right to any part of the earnings of the Trust Fund, or any
rights in, to, or under the Trust Fund or any part of its assets, except to the
extent expressly provided in the Plan.

                  12.2 All contributions to the Plan by the Employer shall be
committed in trust to the Trustee and/or to an insurance company as provided for
in Section 404 of ERISA. The Trustee shall be appointed from time to time by the
Fiduciary Committee by the appropriate instrument, with such powers in the
Trustee as to investment, reinvestment, control, and disbursement of the funds
as the Fiduciary Committee shall approve and as shall be in accordance with the
Plan. The Fiduciary Committee may remove, replace, or add a Trustee at any time.
Upon the removal, replacement, or resignation of any Trustee, the Fiduciary
Committee may designate a successor Trustee.

                  12.3 In the discretion of the Fiduciary Committee all
contributions to the Plan by the Employer committed to the Trustee and/or
insurance company may be commingled from time to time in whole or in part with
any other fund or funds held by the Trustee and/or insurance company for use in
connection with the payment of pensions of any Employee of the Employer or with
any other fund or funds held by the Trustee and/or insurance company pursuant to
any other retirement plan which is a qualified pension plan under Section 401(a)
of the Code. For purposes of this Plan, the word "fund" or "funds" as used in
this Section 12 and hereafter in this Plan shall mean the allocable portion of
the fund or funds held by the Trustee and/or insurance company in respect of the
contributions made pursuant to this Plan.

                  12.4 The Fiduciary Committee shall determine the manner in
which the funds of the Plan shall be disbursed in accordance with the Plan and
the provisions of the trust instrument, including the form of voucher or warrant
to be used in making disbursements and the qualifications of persons authorized
to approve and sign the same and any other matters incident to the disbursement
of such funds.

                  12.5 The Fiduciary Committee shall adopt from time to time
actuarial tables to be used as the basis for all actuarial calculations and
shall recommend the rates of contribution payable by the Employer to the Plan as
provided in Section 6 hereof. The Fiduciary Committee shall determine from time
to time the per centum rate of interest to be used as the basis for all
calculations. As an aid to the Fiduciary Committee in adopting tables and in
recommending the rates of contribution payable by the Employer to the Plan, the
actuary appointed by the Fiduciary Committee shall make annual actuarial
valuations of the assets and liabilities of the Plan and

                                       37
<PAGE>

shall certify to the Fiduciary Committee the tables and rates of contribution
which he would recommend for use by the Fiduciary Committee.


























                                       38
<PAGE>


                                   SECTION 13

                           OBLIGATIONS OF THE EMPLOYER

                  13.1 All contributions by the Employer for benefits under the
Plan shall be voluntary, and the Employer shall be under no legal obligation to
make and/or continue to make them. The Employer shall have no liability in
respect to payments or benefits or otherwise under the Plan, and the Employer
shall have no liability in respect to the administration of the Trust Fund or of
the funds, securities, or other assets paid over to the Trustee, and each
Participant, each contingent annuitant, and each Beneficiary shall look solely
to such Trust Fund for any payments or benefits under the Plan.














                                       39
<PAGE>


                                   SECTION 14

                            MISCELLANEOUS PROVISIONS

                  14.1 Except as otherwise provided by law (which shall include
a "qualified domestic relations order" pursuant to Section 414(p) of the Code
and any other circumstance described in Section 401(a)(13) of the Code and the
Treasury regulations promulgated thereunder), no benefit payable under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge; nor shall any such benefit be in any
manner liable for or subject to the debts, contracts, liabilities, engagements,
or torts of the person entitled to such benefit.

                  14.2 If any Participant, contingent annuitant, or Beneficiary
under the Plan shall become bankrupt or attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge any benefit in a manner not allowed
pursuant to Section 14.1, then such benefit shall, in the discretion of the
Committee, cease and terminate. In that event the Committee shall hold or apply
the benefit or any part thereof to or for such Participant, contingent annuitant
or Beneficiary, his spouse, children, or other dependents, or any of them, in
such manner and in such proportions as the Committee shall in its sole
discretion determine.

                  14.3 The establishment and/or maintenance of the Plan shall
not be construed as conferring any rights upon any Employee or any person for a
continuation of employment, and shall not be construed as limiting in any way
the right of the Employer to discharge any Employee or to treat him without
regard to the effect which such treatment might have upon him as a Participant
of the Plan.

                  14.4 If any person entitled to receive any benefits from the
Trust Fund is a minor or, in the judgment of the Committee, legally, physically
or mentally incapable of personally receiving any distributions, the Committee
may instruct the Trustee to make distribution to such other person, persons, or
institutions that, in the judgment of the Committee, are then maintaining or
have custody of such distributee.

                  14.5 The determination of the Committee as to the identity of
the proper payee of any benefit under the Plan and the amount of such benefit
properly payable shall be conclusive, and payment in accordance with such
determination shall constitute a complete discharge of all obligations on
account of such benefit.

                  14.6 In the event any amount shall become payable from the
Trust Fund to a Beneficiary or the estate of any deceased person and if, after
written notice from the Trustee mailed to the last known address of such
Beneficiary, or of the executor or administrator of such estate (as certified to
the Trustee by the Committee), such person or such executor or administrator
shall not have presented himself to the Trustee within two years after the
mailing of such notice, the Trustee shall notify the Committee, and the
Committee shall instruct the Trustee to distribute such amount due to such
Beneficiary or such estate among one or more of the spouse and blood relatives
of such deceased person, as designated by the Committee.

                                       40
<PAGE>

14.7 This Plan may be adopted, by action of the Board of Directors, with respect
to Employees who are United States citizens employed by a foreign subsidiary (as
defined in Section 3121(1)(8) of the Code) of the Employer, with such Employees
being treated as Employees of an Employer for the purpose described in Section
406 of the Code if the following conditions are met:

                      (a) the Employer has entered into an agreement under
Section 3121(1) of the Code which applies to the foreign subsidiary by which
such Employees are employed; and

                      (b) no contributions under another funded plan of deferred
compensation (whether or not a plan described in Section 401(a), 403(a), or
405(a) of the Code) are provided by any other Employer with respect to the
remuneration paid to such Employees by such subsidiary.

                  14.8 In the case of any merger or consolidation with, or
transfer of assets or liabilities to, any other plan each Participant in the
Plan will (if the Plan then terminated) receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation or transfer (if the Plan had then terminated). Such merger,
consolidation or transfer shall comply with Section 414(l) of the Code and the
regulations promulgated thereunder.

                  14.9 The rights of any person who terminated employment or
retired on or before the effective date of any of the relevant provisions of
this restatement, including his eligibility for benefits, shall be determined
solely under the terms of the Plan as in effect on the date of his termination
of employment or retirement, unless such person is thereafter reemployed and
again becomes a Participant.

                  14.10 Notwithstanding any provision of the Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the Code.







                                       41
<PAGE>


                                   SECTION 15

                    ADOPTION OF PLAN BY MEMBERS OF THE GROUP

                   15.1 Any member of the Group, other than Estee Lauder, or any
other corporation or unincorporated trade or business which is not a member of
the Group may, with the consent of the Board of Directors, adopt this Plan,
thereby bringing such Group member or other corporation or unincorporated trade
or business within the definition of Employer. With respect to such member of
the Group or other corporation or unincorporated trade or business, the term
"Original Effective Date" of the Plan shall refer to the date as to which such
member adopts the Plan or the date as of which the Plan is extended to such
member as the case may be.

                   15.2 The Board of Directors shall, subject to the
requirements of ERISA and the Code, determine the extent to which, if at all,
the period of employment prior to the extension of the Plan to a member of the
Group or other corporation or unincorporated trade or business shall be
recognized for purposes of the Plan.

                   15.3 In the event that a retirement plan or pension plan
maintained by a member of the Group, or other corporation or unincorporated
trade or business, for any other division, plant, or location is added to this
Plan, the rights and benefits of Employees who were covered under such other
plan shall, from and after the Original Effective Date of the Plan with respect
to said Employer, be determined under such terms and conditions with respect to
such Employees as shall be specified by the Board of Directors in the resolution
approving the adoption or extension of the Plan as to the said Employees.

                   The assets under such other plans maintained by a member of
the group applicable to Employees to be covered by this Plan shall, to the
extent practicable and subject to the provisions of Section 14.8 hereof, be
transferred to the Fund under this Plan, and such transferred assets shall be
merged with the Fund held under this Plan.

                   15.4 If any Employer which has come within the definition of
Employer pursuant to this Section 15 subsequently withdraws or is withdrawn from
the Plan, or discontinues the Plan with respect to all or part of its Employees,
the Committee shall determine the share of the Fund which shall be allocated to
the Employees of such Employer who are thereby affected. If a separate defined
benefit pension plan is being continued for such Employees, such Employer shall,
subject to the provisions of Section 14.8 hereof, designate a successor Trustee
under a separate instrument to whom such allocable funds shall be transferred
with respect to all or the specified classifications of its Employees, as the
case may be, unless the Board of Directors shall determine that such Employer
and its affected Employees may upon proper action of such Employer continue to
participate in the Trust Fund maintained in connection with this Plan. If the
Plan is discontinued with respect to all or part of such Employer's Employees,
such allocable funds shall be allocated with respect to each Employee affected,
and shall be applied pursuant to Section 16.4 hereof.

                   15.5 If any Employer which is not a member of the Group which
includes Estee Lauder adopts the Plan in accordance with Section 15.1, the Plan
shall be treated as a "multiple











                                       42
<PAGE>

employer plan" within the meaning of Section 413(c) of the Code, and it shall
comply with all the requirements of the Code and ERISA applicable to such plans.






















                                       43
<PAGE>


                                   SECTION 16

                            AMENDMENT AND TERMINATION

                   16.1 Estee Lauder reserves the right at any time, and from
time to time, by action of the Committee to amend, in whole or in part,
retroactively or prospectively or both, any or all of the provisions of the
Plan; provided, however, that no part of the assets of the Plan shall, by reason
of any amendment, be used for or diverted to purposes other than for the
exclusive benefit of Participants, contingent annuitants, and Beneficiaries; and
further provided that any amendment adopted by the Committee which would cause
the Plan and the trust established under the Plan to cease to meet the
requirements of Section 401(a) or 501(a) of the Code respectively, shall be null
and void; and any actions taken under the Plan pursuant to such amendment, any
benefit increases (or decreases) accruing under the Plan as a result of such
amendment, and any increases (or decreases) in benefit payments under the Plan
made as a result of such amendment, during the period from the date of adoption
of such amendment to the date it is determined that such amendment should so
cause the Plan and the trust under the Plan to cease to meet such requirements,
shall be, respectively, rectified, nullified, and restored as soon as possible
to the extent necessary to permit the Plan and the trust under the Plan to
continue to meet the requirements of Section 401(a) and 501(a) of the Code,
respectively.
Notwithstanding the previous paragraph herein, no amendment to the Plan shall:

                      (a) reduce the Participant's accrued normal retirement
income as of the date on which the amendment is adopted,

                      (b) eliminate or reduce any early retirement benefit or
retirement-type subsidy (to be determined by regulation), or an optional form of
retirement income under the Plan, with respect to the accrued normal retirement
income, or

                      (c) reduce a retired Participant's retirement income as of
the beginning of the Plan Year in which the amendment is effective.

                   The Board of Directors' approval shall be required for any
amendment to the Plan which is anticipated by the Committee to increase the cost
to Estee Lauder of maintaining the Plan by an amount in excess of $1,000,000 in
any Plan Year, computed in accordance with generally accepted accounting or
actuarial principles.

                   16.2 The Board of Directors may terminate the Plan at any
time as to all or any particular group or groups of Participants and such other
persons, if any, who have or may become entitled to benefits under the Plan on
account of such Participants as to whom the Plan shall have been terminated,
which Participants and other persons shall be referred to collectively as the
terminated group in this Section 16. After the Plan termination date which is
applicable to the terminated group, benefits shall be provided to the terminated
group in accordance with Section 16.4 hereof. In the event of such termination,
each member of the terminated group will be fully (100%) vested in his accrued
benefit.

                   16.3 The terminated group's portion of the Fund shall equal
the sum of that part of the fair market value on the Plan termination date of
the entire Fund that would have been



                                       44
<PAGE>

allocated to each person in the terminated group in accordance with Section 16.4
hereof if the Plan had been terminated on such date as to all Participants in
the Plan and no expenses were incurred in connection with such termination of
the Plan.

                   16.4 A terminated group's share of the Fund shall be
allocated as follows:

                      (a) first, to provide benefits to each person in the
terminated group in accordance with Section 4044(a) of ERISA, and the
regulations issued pursuant thereto;

                      (b) then, to the extent that after the making of the
allocation described in (a) above, there remain in the Fund any assets which are
applicable to the terminated group, the said assets shall be applied to pay for
any unpaid administrative expenses for the administration of the Plan as to the
terminated group; and

                      (c) lastly, to the extent that after making the
allocations described in (a) and (b) above, there remain in the Fund any assets
which are applicable to the terminated group, then such remaining assets shall
be paid to the Employer for its own use and benefit provided that such payment
to the Employer does not contravene any provision of law.












                                       45
<PAGE>


                                   SECTION 17

                             LIMITATION ACCORDING TO
                        TREASURY DEPARTMENT REQUIREMENTS

                  The purpose of this Section is to conform the Plan to the
requirements of Section 1.401(a)(4)-5(b) of the Income Tax Regulations.

                   17.1 If a benefit becomes or is payable for a Plan Year to a
Participant who is among the 25 highest paid "highly compensated employees" or
"highly compensated former employees" (each as defined in Section 414(q) of the
Code and regulations and rulings issued thereunder) for a Plan Year, such
benefit cannot exceed an amount equal to the payments that would be made during
the Plan Year on behalf of the Participant under a single life annuity that is
the Actuarial Equivalent of the sum of the Participant's Accrued Benefit and any
other benefits under the Plan; PROVIDED, HOWEVER, that this Section shall not
apply if (i) benefits that would be payable to such a Participant are less than
one percent (1%) of the total value of current liabilities under the Plan, or
(ii) the assets of the Trust Fund exceed, immediately after payment of a benefit
to such a Participant, 110% of the value of current liabilities under the Plan.
(For purposes of this Section, the value of current liabilities shall be as
defined in Section 412(l)(7) of the Code.)

                   17.2 In the event of a termination of the Plan, the benefit
of any highly compensated employee or highly compensated former employee shall
be limited to a benefit that is nondiscriminatory under Section 401(a)(4) of the
Code.

                   17.3 In the event Congress should provide by statute, or the
Internal Revenue Service or Department of the Treasury should provide by
regulation or ruling, that such limitations are no longer necessary for the Plan
to meet the requirements of Section 401(a) or other applicable provisions of the
Code then in effect, such limitations shall become void and shall no longer
apply, without the necessity of further amendment to the Plan.









                                       46
<PAGE>



                                   SECTION 18

                            TOP-HEAVY PLAN PROVISIONS

         18.1 Anything elsewhere in this Plan to the contrary notwithstanding,
the provisions of this Section 18 shall apply to the Plan for any Plan Year if,
on the last day of the preceding Plan Year, either (i) the present equivalent
actuarial value of the cumulative accrued normal retirement income of Key
Employees exceeds 60% of the present equivalent actuarial value of the
cumulative accrued normal retirement income of all Participants, or (ii) the sum
of (A) the present equivalent actuarial value of the cumulative accrued normal
retirement income of Key Employees under the Plan, (B) the present equivalent
actuarial value of the accumulated accrued benefits of Key Employees under all
other qualified defined benefit plans included in the Aggregation Group, and (C)
the cumulative accrued benefits of Key Employees under all qualified defined
contribution plans included in the Aggregation Group exceeds 60% of the sum of
(D) the present equivalent actuarial value of the cumulative accrued normal
retirement income of all Participants under the Plan, (E) the present equivalent
actuarial value of the accumulated accrued benefits of all Participants under
all other qualified defined benefit plans included in the Aggregation Group, and
(F) the cumulative accrued benefits of all Participants under all qualified
defined contribution plans included in the Aggregation Group. For the purpose of
the foregoing sentence, the "equivalent actuarial value" of the cumulative
accrued normal retirement income of each Participant under the Plan shall be
calculated utilizing a five percent (5%) interest rate assumption and is
increased by the amount of the aggregate distributions, if any, made with
respect to the Participant under the Plan during the five-year period ending on
the last day of the preceding Plan Year (except that for Plan Years beginning on
or after January 1, 2002, distributions on account of severance from employment,
death or disability shall be taken into account only if made during the one-year
period ending on the last day of the preceding Plan Year); and the present
equivalent actuarial value of the accumulated accrued benefit of each
Participant under all other qualified defined benefit plans and the cumulative
accrued benefit of each Participant under any qualified defined contribution
plan shall be increased by the amount of the aggregate distributions, if any,
made with respect to the Participant under such other plan during that five-year
period (or one-year period, as applicable). The term "Aggregation Group" shall
mean all plans to which the Employer contributes in which a Key Employee is a
Participant and all other plans to which the Employer contributes that enable
any such plan to meet the requirements of Section 401(a)(4) or Section 410 of
the Code. If a Participant is not a Key Employee for any Plan Year, but was a
Key Employee in a prior Plan Year, the accrued normal retirement income for such
Participant shall not be taken into account. The accrued normal retirement
income of any Participant or former Participant who has not during the five-year
period ending on the last day of the preceding Plan Year received from the
Employer any compensation other than benefits under the Plan (or for
determinations on or after January 1, 2002, who has not during the one-year
period ending on the last day of the preceding Plan Year performed any services
for the Employer) shall not be taken into account. In any Plan Year for which
the provisions of this Section 18 apply and thereafter, each Employee who is a
Participant during that Plan Year and has completed at least three (3) Years of
Service shall have a nonforfeitable right, in the event he ceases to be an
Employee prior to his Normal Retirement Date, otherwise than by death or early
retirement, to receive for the remainder of his life (beginning at his Normal
Retirement Date if he is still living) a deferred vested retirement


                                       47
<PAGE>

income in an amount per month equal to his accrued normal retirement income
computed as of the date he ceases to be an Employee (including benefits accrued
before the provisions of this Section 18 apply).

         Notwithstanding the foregoing, each such Employee who has completed not
less than three (3) Years of Service shall be permitted to elect, within 90 days
after the first day of the Plan Year for which the provisions of this Section 18
apply, to have his nonforfeitable percentage computed in accordance with the
provisions of Section 8 hereof without regard to this paragraph.

         18.2 In any Plan Year for which the provisions of this Section 18
apply, if the accrued normal retirement income of any Participant who is not a
Key Employee, when expressed as an equivalent actuarial value of a benefit
payable annually in the form of a single life annuity (with no ancillary
benefits) beginning when the Participant attains age 65 (without taking into
account contributions or benefits under Chapter 2 of Chapter 21 of Title II of
the Social Security Act, or any other Federal or State law), is less than the
Compensation from Estee Lauder not in excess of $150,000 ($200,000 for Plan
Years beginning on or after January 1, 2002), for years in the Participant's
Testing Period, then the accrued normal retirement income of that Participant
shall be increased to an amount equal at the last day of that Plan Year to such
Applicable Percentage of the Participant's average Compensation from the
Employer for years in the Participant's Testing Period.

         18.3 In any Plan Year for which the provisions of this Section 18
apply, the Compensation from the Employer of each Participant taken into account
under the Plan shall not exceed the first $150,000 ($200,000 for Plan Years
beginning on or after January 1, 2002) (or such other figure as shall result
from such annual cost-of-living adjustments as the Secretary of the Treasury or
his delegate shall make pursuant to Section 401(a)(17)(B) of the Code).

         18.4 In any Plan Year commencing prior to January 1, 2000 for which the
provisions of this Section 18 apply, the figure "1.0" shall be substituted for
the figure "1.25" as required by Section 416 of the Code for the purpose of
determining an Employee's "defined contribution plan fraction" and "defined
benefit plan fraction" under Section 415(e) of the Code.

         18.5 For purposes of this Section, the following definitions shall
apply:

               (a) "Applicable Percentage" means, in respect of any Participant,
the lesser of (i) 2 percent multiplied by the number of the Participant's Years
of Service (disregarding any Year of Service in which ended a Plan Year for
which the provisions of this Section 18 were not applicable and any Year of
Service completed in a Plan Year beginning before January 1, 1984) or (ii) 20
percent.

               (b) "Compensation" means, for purposes of this Section only,
Compensation as defined in Section 2.10 hereof but including any special pay or
remuneration reportable to the Internal Revenue Service on Form W-2 for Federal
income tax purposes, but with respect to Plan Years commencing prior to January
1, 1998, "Compensation" excludes contributions made by an Employer on behalf of
an Employee under a "cash or deferred arrangement" described in Section 401(k)
of the Code.

                                       48
<PAGE>


               (c) "Key Employee" means a Participant, former Participant or the
contingent annuitant of any Participant who, at any time during the Plan Year
or, for determinations prior to January 1, 2002, any of the four preceding Plan
Years, is or was

                    (i) an officer of an Employer whose compensation from the
         Employer for the Plan Year exceeds (A) for determinations prior to
         January 1, 2002, 50% of the dollar limitation in effect under Section
         415(b)(1)(A) of the Code for the calendar year in which such Plan Year
         ends, or (B) for determinations on or after January 1, 2002, $130,000;

                    (ii) solely for determinations prior to January 1, 2002, one
         of the ten employees having annual compensation from the Employer in
         excess of the limitation in effect under Section 415(c)(1)(A) of the
         Code and owning (or considered as owning within the meaning of Section
         318 of the Code) the largest interests in the Employer;

                    (iii) the owner of five percent (5%) or more of the
         outstanding stock of the Employer (or stock possessing more than five
         percent (5%) of the total combined voting power of all stock of the
         Employer); or

                    (iv) an owner of one percent (1%) or more of the outstanding
         stock of the Employer (or stock possessing more than one percent (1%)
         of the total combined voting power of all stock of the Employer) whose
         Compensation from the Employer for the Plan Year is more than $150,000.
         Any Employee who is not a Key Employee shall be deemed a Non-Key
         Employee.

               (d) "Testing Period" means, in respect of any Participant, the
period of consecutive years (not exceeding Five (5)), and disregarding any Year
of Service in which ended a Plan Year for which the provisions of this Section
18 were not applicable, any Year of Service completed in a Plan Year beginning
before January 1, 1984, and any year that begins after the close of the last
Plan Year for which the provisions of this Section 18 were applicable), during
which the Participant had the greatest aggregate Compensation from the Employer.









                                       49
<PAGE>


                                   APPENDIX A

               1. Except as otherwise noted below, the assumptions to be used to
convert a single life annuity into any other form of benefit, other than a lump
sum distribution, are as follows:

                           Interest Rate:    6%

                           Mortality Table:  1971 TPF&C Mortality Table for male
                                             lives, set back four years

               2. To the extent that (A) any Participant's Retirement Account is
to be converted into an equivalent, immediately payable, annual amount of single
life annuity and (B) the distribution of such single life annuity is to begin as
of date prior to January 1, 1999, such conversion shall be done by applying an
immediate conversion factor to such Participant's Retirement Account, with such
factor based upon the above specified mortality table and the Pension Benefit
Guaranty Corporation ("PBGC") immediate interest rate applicable to the month as
of which the distribution of the single life annuity is otherwise to begin.

               To the extent that (A) any Participant's Retirement Account is to
be converted into an equivalent, immediately payable, annual amount of single
life annuity and (B) the distribution of such single life annuity is to begin as
of date during calendar year 1999, such conversion shall be done by applying an
immediate conversion factor to such Participant's Retirement Account, with such
factor based upon the "applicable mortality table" (as defined under Section
417(e)(3)(A) of the Code, as amended by Public Law 103-465) and whichever of the
following two interest rates results in the larger single life annuity:

(i)      the "applicable interest rate" (as defined under Section 417(e)(3)(A)
         of the Code, as amended by Public Law 103-465) as in effect for the
         second calendar month immediately prior to the first day of the
         calendar quarter in which falls the date as of which the distribution
         of the single life annuity is otherwise to begin, and

(ii)     such same "applicable interest rate" as in effect for the second
         calendar month immediately prior to the month in which falls the date
         as of which such distribution of the single life annuity is otherwise
         to begin.

               To the extent that (A) any Participant's Retirement Account is to
be converted into an equivalent, immediately payable, annual amount of single
life annuity and (B) the distribution of such single life annuity is to begin as
of date on or after January 1, 2000, such conversion shall be done by applying
an immediate conversion factor to such Participant's Retirement Account, with
such factor based upon the "applicable mortality table" (as defined under
Section 417(e)(3)(A) of the Code, as amended by Public Law 103-465) and the
"applicable interest rate" (as defined under Section 417(e)(3)(A) of the Code,
as similarly so amended) as in effect for the second calendar month immediately
prior to the first day of the calendar quarter in which falls the date as of
which the distribution of the single life annuity is otherwise to begin.


                                       A-1
<PAGE>

               For purposes of this Appendix A, the "applicable mortality table"
(as defined under Section 401(a)(17) of the Code, as amended by Public Law
103-465) shall be the table prescribed by Revenue Ruling 95-6 for distributions
on or after January 1, 1999 and prior to December 31, 2002, and the table
prescribed by Revenue Ruling 2001-62 for distributions on or after December 31,
2002.

               3. To the extent that (A) any immediately payable, lump sum
distribution under the Plan is the equivalent of a single life annuity otherwise
deferred to a Participant's Normal Retirement Date and (B) such distribution is
to occur as of a date prior to January 1, 1999, such Participant's Retirement
Account is converted into an annual amount of such a deferred single life
annuity using a deferred conversion factor, with such factor based upon the
above specified mortality table and the PBGC immediate/deferred blended interest
rate (under Section 417(e)(3) of the Code, as in effect immediately prior to the
enactment of Public Law 103-465) applicable to the month as of which the
distribution of such lump sum benefit is otherwise to occur.

               To the extent that (A) any immediately payable, lump sum
distribution under the Plan is the equivalent of a single life annuity otherwise
deferred to a Participant's Normal Retirement Date and (B) such distribution is
to occur as of a date during calendar year 1999, such Participant's Retirement
Account is converted into an annual amount of such a deferred single life
annuity using a deferred conversion factor, with such factor based upon the
"applicable mortality table" (as defined under Section 417(e)(3)(A) of the Code,
as amended by Public Law 103-465) and whichever of the following two interest
rates results in the larger single life annuity:

(i)      the "applicable interest rate" (as defined under Section 417(e)(3)(A)
         of the Code, as amended by Public Law 103-465) as in effect for the
         second calendar month immediately prior to the first day of the
         calendar quarter in which falls the date as of which such distribution
         is otherwise to occur, and

(ii)     such same "applicable interest rate" as in effect for the second
         calendar month immediately prior to the month in which falls the date
         as of which such distribution is otherwise to occur.

               To the extent that (A) any immediately payable, lump sum
distribution under the Plan is the equivalent of a single life annuity otherwise
deferred to a Participant's Normal Retirement Date and (B) such distribution is
to occur as of a date on or after January 1, 2000, such Participant's Retirement
Account is converted into an annual amount of such a deferred single life
annuity using a deferred conversion factor, with such factor based upon the
"applicable mortality table" (as defined under Section 417(e)(3)(A) of the Code,
as amended by Public Law 103-465) and the applicable interest rate" (as defined
under Section 417(e)(3)(A) of the Code, as similarly so amended) as in effect
for the second calendar month immediately prior to the first day of the calendar
quarter in which falls the date as of which such distribution is otherwise to
occur.

               4. To the extent that (A) any Participant's single life annuity
otherwise payable immediately is converted into an equivalent, immediately
payable lump sum distribution


                                      A-2
<PAGE>


and (B) the distribution of such lump sum benefit is to occur as of a date prior
to January 1, 1999, such conversion shall be done by applying an immediate
conversion factor to the annual amount of such single life annuity, with such
factor based upon the above specified mortality table and the PBGC immediate
interest rate applicable to the month as of which the distribution of such lump
sum benefit is otherwise to occur.

               To the extent that (A) any Participant's single life annuity
otherwise payable immediately is converted into an equivalent, immediately
payable lump sum distribution and (B) the distribution of such lump sum benefit
is to occur as of a date during calendar year 1999, such conversion shall be
done by applying an immediate conversion factor to the annual amount of such
single life annuity, with such factor based upon the "applicable mortality
table" (as defined under Section 417(e)(3)(A) of the Code, as amended by Public
Law 103-465) and whichever of the following two interest rates results in the
larger single life annuity:

(i)      the "applicable interest rate" (as defined under Section 417(e)(3)(A)
         of the Code, as amended by Public Law 103-465) as in effect for the
         second calendar month immediately prior to the first day of the
         calendar quarter in which falls the date as of which such distribution
         is otherwise to occur, and

(ii)     such same "applicable interest rate" as in effect for the second
         calendar month immediately prior to the month in which falls the date
         as of which such distribution is otherwise to occur.

               To the extent that (A) any Participant's single life annuity
otherwise payable immediately is converted into an equivalent, immediately
payable lump sum distribution and (B) the distribution of such lump sum benefit
is to occur as of a date on or after January 1, 2000, such conversion shall be
done by applying an immediate conversion factor to the annual amount of such
single life annuity, with such factor based upon the "applicable mortality
table" (as defined under Section 417(e)(3)(A) of the Code, as amended by Public
Law 103-465) and the "applicable interest rate" (as defined under Section
417(e)(3)(A) of the Code, as also so amended) as in effect for the second
calendar month immediately prior to the first day of the calendar quarter in
which falls the date as of which such distribution is otherwise to occur.

               5. Each Participant's single life annuity otherwise deferred to
such Participant's Normal Retirement Date is, if the distribution of a lump sum
benefit is otherwise to occur as of a date prior to January 1, 1999, converted
into an equivalent, immediately payable lump sum distribution by using a
deferred conversion factor, with such factor based upon the above specified
mortality table and the PBGC immediate/deferred blended interest rate (under
Section 417(e)(3) of the Code, as in effect immediately prior to the enactment
of Public Law 103-465) applicable to the month as of which the distribution of
such lump sum benefit is otherwise to occur.

               Each Participant's single life annuity otherwise deferred to such
Participant's Normal Retirement Date is, if the distribution of a lump sum
benefit is otherwise to occur as of a date during calendar year 1999, converted
into an equivalent, immediately payable lump sum



                                       41
<PAGE>

distribution by using a deferred conversion factor, with such factor based upon
the "applicable mortality table" (as defined under Section 417(e)(3)(A) of the
Code, as amended by Public Law 103-465) and whichever of the following two
interest rates results in the larger single life annuity:

(i)      the "applicable interest rate" (as defined under Section 417(e)(3)(A)
         of the Code, as amended by Public Law 103-465) as in effect for the
         second calendar month immediately prior to the first day of the
         calendar quarter in which falls the date as of which such distribution
         is otherwise to occur, and

(ii)     such same "applicable interest rate" as in effect for the second
         calendar month immediately prior to the month in which falls the date
         as of which such distribution is otherwise to occur.

               Each Participant's single life annuity otherwise deferred to such
Participant's Normal Retirement Date is, if the distribution of a lump sum
benefit is otherwise to occur as of a date on or after January 1, 2000,
converted into an equivalent, immediately payable lump sum distribution by using
a deferred conversion factor, with such factor based upon the "applicable
mortality table" (as defined under Section 417(e)(3)(A) of the Code, as amended
by Public Law 103-465) and the "applicable interest rate" (as defined under
Section 417(e)(3)(A) of the Code, as similarly so amended) as in effect for the
second calendar month immediately prior to the first day of the calendar quarter
in which falls the date as of which such distribution is otherwise to occur.










                                      A-4
<PAGE>

                                   APPENDIX B

                  In order to receive the benefits described in Section 5.5 of
the Plan, a Participant must have been a participant under a Prior Plan on
December 31, 1990 and must satisfy the requirements set forth below that
correspond to his termination of employment date.
<TABLE>
<CAPTION>
    TERMINATION OF EMPLOYMENT DATE             REQUIREMENTS
    ------------------------------             ------------
<S>      <C>                                   <C>   <C>
    1.   After December 31, 1990 and prior     1.    Age 50 with 10 Years of Service on
         to July 1, 1991                             December 31, 1990; age 55 with 10
                                                     Years of Service on his termination of
                                                     employment date

    2.   After June 30, 1991 and prior to      2.    Age 55 with 10 Years of Service on his
         January 1, 1993                             termination of employment date

    3.   After December 31, 1992               3.    Age 50 with 5 Years of Service, or any
                                                     age and 10 Years of Service, as of
                                                     January 1, 1993
</TABLE>











                                      B-1
<PAGE>


                                   APPENDIX C

                      ADDITIONAL EARLY RETIREMENT BENEFITS

               1.1 Eligibility for Additional Benefits

                   A. Any Participant employed in the United States by an
Employer, or on sick leave or long-term disability under the Employer's
Long-Term Disability Plan, may elect to retire on August 1, 1991 (such
designated date of retirement hereinafter referred to in this Appendix C as the
"Retirement Day") and be eligible to receive the additional benefits
("Additional Benefits") set forth under this Appendix C, provided that () on or
before July 31, 1991 such Participant shall have attained at least age 55 and
completed at least ten Years of Service under the Plan (including periods of
disability in which no Years of Service were credited), () the document entitled
"Special Retirement Option Agreement," which includes a General Release in favor
of the Employer, is signed, witnessed and dated no earlier than July 8, 1991 but
no later than July 18, 1991 in strict accordance with the instructions contained
therein, and () such Participant shall have made an election to retire on such
other forms as the Employer may require during the period commencing forty-five
days after such Participant receives the "Special Retirement Option Agreement"
from the Employer but ending no later than July 31, 1991. Participants who
previously retired on or after January 1, 1991 and before August 1, 1991 and who
were employed in the United States by the Employer shall also be eligible for
the Additional Benefits under this Appendix C, provided the preceding
requirements in clauses (i)-(iii) hereof are satisfied.

                   B. Notwithstanding the provisions of paragraph A hereof, any
individual whose active employment with an Employer ceased by mutual agreement
on or before May 17, 1991 shall not be eligible for any benefits under this
Appendix C.

                   C. Notwithstanding the provisions of paragraph A above, any
individual who is classified by an Employer as a Corporate Department Head or
President of a division shall not be eligible for the Additional Benefits under
this Appendix C.

               1.2 Additional Benefits

               Each Participant eligible for Additional Benefits under this
Appendix C to the Plan who elects to retire on the Retirement Day shall be
entitled to the following:

                   A. The Additional Benefits shall be equal to the benefit
determined, under Section 5.5 of the Plan, by increasing the Participant's age
as of August 1, 1991, by Five (5) years and Years of Service as of August 1,
1991, by Five (5) years. The Additional Benefits shall be added to the regular
pension benefit determined under Section 5.5 of the Plan.

                   B. The reduction contained in Section 5.5 of the Plan, which
applies to the early commencement of a Participant's benefits prior to age 62,
shall be applied after increasing the Participant's age by Five (5) years as
provided under paragraph A above.

                                       C-1
<PAGE>

                   C. The Additional Benefits provided under this Appendix C to
the Plan shall be payable in the form applicable to the Participant in
accordance with the provisions of Section 9 of the Plan.

                   D. Participants who (i) retired on or after January 1, 1991
and prior to August 1, 1991, (ii) are receiving retirement benefits under the
Plan prior to August 1, 1991, and (iii) are eligible under Section 1.01 A
hereof, shall have the amount of their retirement benefits recomputed under this
Appendix C from the date of their previous retirement and paid in accordance
with the form of benefit previously elected under Section 9 of the Plan. No
changes to the form of benefit previously elected shall be permitted; however,
the Additional Benefits payable for the period of time from the date of the
previous retirement to July 31, 1991 shall be paid in the form of a lump sum
distribution at the time prescribed under paragraph E hereof. In no event shall
Additional Benefits be paid to Participants who retired before January 1, 1991.

                   E. If a Participant elects the Additional Benefits provided
under this Appendix C to the Plan, such Participant's retirement benefits shall
be payable commencing in the first month following the month in which the
Retirement Day occurs.














                                      C-2
<PAGE>


                                   APPENDIX D

                      ADDITIONAL EARLY RETIREMENT BENEFITS

               1.1 Eligibility for Additional Benefits

                   A. Any Participant employed in the Commonwealth of Puerto
Rico by the Estee Lauder Hemisphere Division of Clinique (the "Employer"), or on
sick leave or long-term disability under the Employer's Long-Term Disability
Plan, may elect to retire on December 1, 1991 (such designated date of
retirement hereinafter referred to in this Appendix D as the "Retirement Day")
and be eligible to receive the additional benefits ("Additional Benefits") set
forth under this Appendix D, provided that (i) on or before November 30, 1991
such Participant shall have attained at least age 55 and completed at least ten
Years of Service under the Plan (including periods of disability in which no
Years of Service were credited), (ii) the document entitled "Special Retirement
Option Agreement and General Release," which includes a General Release in favor
of the Employer, is signed, witnessed and dated no earlier than November 4, 1991
but no later than November 14, 1991 in strict accordance with the instructions
contained therein, and (iii) such Participant shall have made an election to
retire on such other forms as the Employer may require during the period
commencing forty-five days after such Participant receives the "Special
Retirement Option Agreement" from the Employer but ending no later than November
30, 1991. Participants who previously retired on or after January 1, 1991 and
before December 1, 1991 and who were employed in the Commonwealth of Puerto Rico
by the Employer shall also be eligible for the Additional Benefits under this
Appendix D, provided the preceding requirements in clauses (i)-(iii) hereof are
satisfied.

                   B. Notwithstanding the provisions of paragraph A hereof, any
individual whose active employment with the Employer ceased by mutual agreement
on or before September 19, 1991 shall not be eligible for any benefits under
this Appendix D.

                   C. Notwithstanding the provisions of paragraph A above, any
individual who is classified by the Employer as a Corporate Department Head or
President of a division shall not be eligible for the Additional Benefits under
this Appendix D.

               1.2 Additional Benefits

               Each Participant eligible for Additional Benefits under this
Appendix D to the Plan who elects to retire on the Retirement Day shall be
entitled to the following:

                   A. The Additional Benefits shall be equal to the benefit
determined, under Section 5.5 of the Plan, by increasing the Participant's age
as of December 1, 1991, by Five (5) years and Years of Service as of December 1,
1991, by Five (5) years. The Additional Benefits shall be added to the regular
pension benefit determined under Section 5.5 of the Plan.

                   B. The reduction contained in Section 5.5 of the Plan, which
applies to the early commencement of a Participant's benefits, shall be applied
after increasing the Participant's age by Five (5) years as provided under
paragraph A above.

                                       D-1
<PAGE>

                   C. The Additional Benefits provided under this Appendix D to
the Plan shall be payable in the form applicable to the Participant in
accordance with the provisions of Section 9 of the Plan.

                   D. Participants who (i) retired on or after January 1, 1991
and prior to December 1, 1991, (ii) are receiving retirement benefits under the
Plan prior to December 1, 1991, and (iii) are eligible under Section 1.01 A
hereof, shall have the amount of their retirement benefits recomputed under this
Appendix D from the date of their previous retirement and paid in accordance
with the form of benefit previously elected under Section 8 of the Plan. No
changes to the form of benefit previously elected shall be permitted; however,
the Additional Benefits payable for the period of time from the date of the
previous retirement to November 30, 1991 shall be paid in the form of a lump sum
distribution at the time prescribed under paragraph E hereof. In no event shall
Additional Benefits be paid to Participants who retired before January 1, 1991.

                   E. If a Participant elects the Additional Benefits provided
under this Appendix D to the Plan, such Participant's retirement benefits shall
be payable commencing in the first month following the month in which the
Retirement Day occurs.













                                      D-2
<PAGE>

                                   APPENDIX E

                          SPECIAL PROVISIONS GOVERNING
                   EMPLOYEES OF WHITMAN PACKAGING CORPORATION
                 WHO DID NOT OTHERWISE BECOME ELIGIBLE EMPLOYEES
                            PRIOR TO JANUARY 1, 1992
                ------------------------------------------------

         SECTION 1.1     SCOPE.

         The provisions of this Appendix E shall apply with respect to each
person who first became an employee of Whitman Packaging Corporation prior to
January 1, 1992; other than any such person who, prior to that date, terminated
such employment and immediately thereupon transferred to, and became an employee
of, an entity which was then an Employer under the Plan as then in effect (a
"Whitman Employee"). The provisions of this Appendix E shall apply
notwithstanding any contrary provisions of the Plan, of which this Appendix is a
part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall (except with reference to the first sentence of the
preceding paragraph) be to the Plan as in effect at the time such provision is
applied to a Whitman Employee, as the context shall require.

         The provisions of this Appendix E shall not apply with respect to (a)
any person described in Appendix F or (b) any person who first becomes an
employee of Whitman Packaging Corporation ("Whitman") on or after January 1,
1992.

         SECTION 1.2     COMMENCEMENT OF STATUS AS A
                         PARTICIPATING EMPLOYER

         Whitman shall become an Employer under the Plan on January 1, 1992.

         SECTION 1.3     COMMENCEMENT OF PLAN PARTICIPATION
                         BY WHITMAN EMPLOYEES

         No Whitman Employee shall be permitted to become a Participant prior to
January 1, 1992. The first date on or after January 1, 1992 on which any such
person may become a Participant shall be governed by the otherwise applicable
provisions of Section 3 of the Plan. In applying the terms of such participation
eligibility provision, there shall be taken into account all of such Whitman
Employee's period of employment with Whitman on or after January 1, 1984, but
only to the extent that any such period of employment would have been taken into
account had Whitman otherwise been an Employer throughout such person's entire
such period of employment.






                                      E-1
<PAGE>

         SECTION 1.4     CREDITS TO RETIREMENT ACCOUNTS

         In determining the amount to be credited to the Retirement Account of a
Whitman Employee who becomes a Participant pursuant to the provisions of Section
5 of the Plan, there shall be taken into account all periods of such person's
employment with Whitman on or after January 1, 1984 which would otherwise have
been taken into account for such purpose had Whitman otherwise been an Employer
throughout such person's entire such period of employment; PROVIDED, HOWEVER,
that there shall be taken into account for this purpose with respect to any
Whitman Employee who becomes a Participant (i) who transferred from a non-exempt
position to an exempt position prior to January 1, 1992, all periods of
employment beginning with the date on which such Whitman Employee first became a
regular, full-time employee of Whitman; (ii) who is in a non-exempt position,
all periods of employment beginning on the later of (A) January 1, 1984, or (B)
such Whitman Employee's Plan Entry Date for purposes of the Whitman Packaging
Corporation Money Purchase Plan.

         SECTION 1.5     VESTING

         In determining the extent to which any Whitman Employee is vested in
his Retirement Account pursuant to the provisions of Section 8 of the Plan,
there shall be taken into account all periods of such person's employment with
Whitman which are otherwise taken into account with respect to such employee
pursuant to the provisions of Section 1.4 of this Appendix E.








                                      E-2
<PAGE>


                                   APPENDIX F

                          SPECIAL PROVISIONS GOVERNING
                   EMPLOYEES OF WHITMAN PACKAGING CORPORATION
                     WHO OTHERWISE BECOME ELIGIBLE EMPLOYEES
                            PRIOR TO JANUARY 1, 1992
--------------------------------------------------------------------------------

         SECTION 1.1     SCOPE

         The provisions of this Appendix F shall apply with respect to each
person who, prior to January 1, 1992, (a) became an employee of Whitman
Packaging Corporation and (b) thereafter terminated such employment and
immediately thereupon transferred to, and became an employee of an entity which
was then an Employer under the Plan as then in effect (a "Transferred Whitman
Employee"). The provisions of this Appendix F shall apply notwithstanding any
contrary provisions of the Plan, of which this Appendix is a part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall (except with reference to the first sentence of the
preceding paragraph) be to the Plan as in effect at the time such provision is
applied to a Transferred Whitman Employee, as the context shall require.

         The provisions of this Appendix F shall not apply with respect to (a)
any person subject to the provisions of Appendix E or (b) any person who first
becomes an employee of Whitman Packaging Corporation ("Whitman") on or after
January 1, 1992.

         SECTION 1.2     CREDITS TO RETIREMENT ACCOUNTS

         In determining the amount to be credited to the Retirement Account of a
Transferred Whitman Employee for the Plan Year commencing January 1, 1992 and
for each subsequent Plan Year (but not for any prior Plan Year) pursuant to the
provisions of Section 5 of the Plan, but only in the case of such a person who
is otherwise entitled to have an amount so credited for such Plan Year, there
shall be taken into account all periods of such person's employment with Whitman
on or after January 1, 1984 which would otherwise have been taken into account
for such purpose had Whitman otherwise been an Employer throughout such person's
entire such period of employment; PROVIDED, HOWEVER, that there shall be taken
into account for this purpose with respect to any Transferred Whitman Employee
(i) who transferred from a non-exempt position to an exempt position with
Whitman prior to becoming a Transferred Whitman Employee, all periods of
employment beginning with the date on which such Transferred Whitman Employee
first became a regular, full-time employee of Whitman; (ii) who was in a
non-exempt position with Whitman prior to becoming a Transferred Whitman
Employee, all periods of employment beginning on the later of (iii) January 1,
1984, or (iv) such Transferred Whitman Employee's Plan Entry Date for purposes
of the Whitman Packaging Corporation Money Purchase Plan.



                                       F-1
<PAGE>

         SECTION 1.3     VESTING

         In determining the extent to which any Transferred Whitman Employee is,
for the Plan Year commencing January 1, 1992 and each subsequent Plan Year,
vested in his Retirement Account pursuant to the provisions of Section 8 of the
Plan, there shall be taken into account all periods of such person's employment
with Whitman which are otherwise taken into account with respect to such
employee pursuant to the provisions of Section 1.2 of this Appendix F.

         In determining the extent to which any Transferred Whitman Employee is,
for any Plan Year beginning prior to January 1, 1992, vested in such
aforementioned Account, such person's prior employment with Whitman shall be
taken into account only to the extent required under the provisions of Section
411 of the Code.
















                                      F-2
<PAGE>


                                   APPENDIX G

                          SPECIAL PROVISIONS GOVERNING
                EMPLOYEES OF NORTHTEC INC. WHO DID NOT OTHERWISE
               BECOME ELIGIBLE EMPLOYEES PRIOR TO JANUARY 1, 1992
--------------------------------------------------------------------------------

         SECTION 1.1     SCOPE

         The provisions of this Appendix G shall apply with respect to each
person who first became an employee of Northtec Inc. prior to January 1, 1992 at
either its Trevose, Pa. or Bristol, Pa. locations; other than any such person
who, prior to that date, terminated such employment and immediately thereupon
transferred to, and became an employee of, an entity which was then an Employer
under the Plan as then in effect (a "Northtec Employee"). The provisions of this
Appendix G shall apply notwithstanding any contrary provisions of the Plan, of
which this Appendix is a part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall (except with reference to the first sentence of the
preceding paragraph) be to the Plan as in effect at the time such provision is
applied to a Northtec Employee, as the context shall require.

         The provisions of this Appendix G shall not apply with respect to (a)
any person described in Appendix H or (b) any person who first becomes an
employee of Northtec Inc. ("Northtec") on or after January 1, 1992.

         SECTION 1.2     COMMENCEMENT OF STATUS AS A
                         PARTICIPATING EMPLOYER

         Northtec shall become an Employer under the Plan on January 1, 1992.

         SECTION 1.3     COMMENCEMENT OF PLAN PARTICIPATION BY
                         NORTHTEC EMPLOYEES

                  A. No Northtec Employee shall be permitted to become a
Participant prior to January 1, 1992. The first date on or after January 1, 1992
on which any such person may become a Participant shall be governed by the
otherwise applicable provisions of Section 2 of the 1992 Plan.

                  B. In applying the terms of the participation eligibility
provision referred to in subsection (a) of this Section 1.3 in the case of any
Northtec Employee employed at the Trevose, Pa. location prior to January 1,
1992, there shall be taken into account all of such employee's period of
employment with Northtec on or after July 17, 1989, but only to the extent that
any such period of employment would have been taken into account had Northtec
otherwise been an Employer throughout such person's entire such period of
employment.




                                       G-1
<PAGE>

                   C. In applying the terms of the participation eligibility
provision referred to in Section 1.3 in the case of any Northtec Employee
employed at the Bristol, Pa. location prior to January 1, 1992, there shall be
taken into account all of such employee's period of employment with Northtec
(including, for such purpose, all periods of employment on and after November 1,
1987, with Powder Masters, which formerly operated such location), but only to
the extent that any such period of employment would have been taken into account
had Northtec (or Powder Masters, as the case may be) otherwise been an Employer
throughout such person's entire such period of employment.

         SECTION 1.4     CREDITS TO RETIREMENT ACCOUNTS

                  A. In determining the amount to be credited to the Retirement
Account of a Northtec Employee who becomes a Participant pursuant to the
provisions of Section 5 of the Plan, on behalf of any Northtec Employee employed
at the Trevose, Pa. location prior to January 1, 1992, who otherwise becomes a
Participant, there shall be taken into account all periods of such person's
employment with Northtec on or after July 17, 1989 which would otherwise have
been taken into account for such purpose had Northtec otherwise been an Employer
throughout such person's entire such period of employment.

                  B. In determining the amount to be credited to the Retirement
Account of a Northtec Employee who becomes a Participant pursuant to the
provisions of Section 5 of the Plan, on behalf of any Northtec Employee employed
at the Bristol, Pa. location prior to January 1, 1992, who otherwise becomes a
Participant, there shall be taken into account all periods of such person's
employment with Northtec (including, for such purpose, all periods of employment
on and after November 1, 1987, with Powder Masters) which would otherwise have
been taken into account for such purpose had Northtec (or Powder Masters, as the
case may be) otherwise been an Employer throughout such person's entire such
period of employment.

                  C. In addition to the credits referred to in subsections (b)
and (c) of this Section 1.4, each Northtec Employee who becomes a Participant on
January 1, 1992 shall, as of such date, be credited with $400 for each full
calendar year of employment prior to January 1, 1992, but with such calendar
years being limited to the period otherwise taken into account under the
foregoing provisions of this Section 1.4.

         SECTION 1.5     VESTING

         In determining the extent to which any Northtec Employee is vested in
his Account pursuant to the provisions of Section 8 of the Plan, there shall be
taken into account all periods of such person's employment with Northtec which
are otherwise taken into account with respect to such employee pursuant to the
provisions of Section 1.4 of this Appendix G.







                                      G-2
<PAGE>



         SECTION 1.6     TRANSFER BETWEEN LOCATIONS

         In the case of any Northtec Employee who, prior to January 1, 1992 had
been employed at both the Trevose, Pa. location and the Bristol, Pa. location,
the provisions of this Appendix G shall, notwithstanding any other provision of
this Appendix G to the contrary, be applied as if such person had, throughout
the entire period prior to January 1, 1992, remained employed at whichever of
such two locations such Northtec Employee was first employed.












                                      G-3
<PAGE>

                                 APPENDIX H

                          SPECIAL PROVISIONS GOVERNING
                 EMPLOYEES OF NORTHTEC INC. WHO OTHERWISE BECOME
                   ELIGIBLE EMPLOYEES PRIOR TO JANUARY 1, 1992
--------------------------------------------------------------------------------


         SECTION 1.1     SCOPE

         The provisions of this Appendix H shall apply with respect to each
person who, prior to January 1, 1992, (a) became an employee of Northtec Inc. at
either its Trevose, Pa. or Bristol, Pa. locations and (b) thereafter terminated
such employment and immediately thereupon transferred to, and became an employee
of an entity which was then an Employer under the Plan as then in effect (a
"Transferred Northtec Employee"). The provisions of this Appendix H shall apply
notwithstanding any contrary provisions of the Plan, of which this Appendix is a
part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall (except with reference to the first sentence of the
preceding paragraph) be to the Plan as in effect at the time such provision is
applied to a Transferred Northtec Employee, as the context shall require.

         The provisions of this Appendix H shall not apply with respect to (a)
any person subject to the provisions of Appendix G or (b) any person who first
becomes an employee of Northtec Inc. ("Northtec") on or after January 1, 1992.

         SECTION 1.2     CREDITS TO RETIREMENT ACCOUNTS

                  A. In determining the amount to be credited to the Retirement
Account of a Transferred Northtec Employee, who was employed at the Trevose, Pa.
location prior to becoming a Transferred Northtec Employee, for the Plan Year
commencing January 1, 1992 and for each subsequent Plan Year (but not for any
prior Plan Year) pursuant to the provisions of Section 5 of the Plan, but only
in the case of such a person who is otherwise entitled to have an amount so
credited for such Plan Year, there shall be taken into account all periods of
such person's employment with Northtec on or after July 17, 1989 which would
otherwise have been taken into account for such purpose had Northtec otherwise
been an Employer throughout such person's entire such period of employment.

                  B. In determining the amount to be credited to the Retirement
Account of a Transferred Northtec Employee, who was employed at the Bristol, Pa.
location prior to becoming a Transferred Northtec Employee, for the Plan Year
commencing January 1, 1992 and for each subsequent Plan Year (but not for any
prior Plan Year) pursuant to the provisions of Section 5 of the Plan, but only
in the case of such a person who is otherwise entitled to have an amount so
credited for such Plan Year, there shall be taken into account all periods of
such person's employment with Northtec (including, for such purpose, all periods
of employment on and after November 1, 1987, with Powder Masters) which would
otherwise have been taken into account


                                      H-1
<PAGE>

for such purpose had Northtec (or Powder Masters, as the case may be) otherwise
been an Employer throughout such person's entire such period of employment.

                  C. In addition to the credits referred to in subsections (b)
and (c) of this Section 1.2, each Transferred Northtec Employee who was
otherwise a Participant in the Plan on January 1, 1992, shall, as of such date,
be credited with the greater of (a) the balance otherwise determined under the
Plan as of that date, without regard to this Appendix H or (b) an amount equal
to the sum of $400 multiplied by the number of such person's full calendar years
of employment prior to January 1, 1992. For this purpose, such calendar years of
employment for any Transferred Northtec Employee shall be determined by taking
into account all periods of employment otherwise taken into account with respect
to such person under the foregoing provisions of this Section 1.2 as well as all
periods otherwise recognized under the Plan without regard to this Appendix H.

         SECTION 1.3     VESTING

         In determining the extent to which any Transferred Northtec Employee
is, for the Plan Year commencing January 1, 1992 and each subsequent Plan Year,
vested in his Retirement Account pursuant to the provisions of Section 8 of the
Plan, there shall be taken into account all periods of such person's employment
with Northtec which are otherwise taken into account with respect to such
employee pursuant to the provisions of Section 1.2 of this Appendix H.

         In determining the extent to which any Transferred Northtec Employee
is, for any Plan Year beginning prior to January 1, 1992, vested in such
aforementioned Account, such person's prior employment with Northtec shall be
taken into account only to the extent required under the provisions of Section
411 of the Code.

         SECTION 1.4     TRANSFER BETWEEN LOCATIONS

         In the case of any Transferred Northtec Employee who, prior to so
becoming a Transferred Northtec Employee, had been employed at both the Trevose,
Pa. location and the Bristol, Pa. location, the provisions of this Appendix H
shall, notwithstanding any other provisions of this Appendix H to the contrary,
be applied as if such person had, throughout the entire period prior to becoming
a Transferred Northtec Employee, remained employed at whichever of such two
locations such person was first employed.






                                      H-2
<PAGE>

                                   APPENDIX I

                         ADDITIONAL RETIREMENT BENEFITS
--------------------------------------------------------------------------------

         SECTION 1.1  Eligibility for Additional Benefits

         The following Participants shall receive the additional benefits
provided pursuant to this Appendix I:

         NAME                               SOCIAL SECURITY NO.
         ----                               -------------------



         [INTENTIONALLY OMITTED]






         SECTION 1.2     Additional Benefits

         Each Participant described in the foregoing Section 1.1 of this
Appendix I shall be entitled to the following:

                  A. The Additional Benefits shall be equal to the benefit
determined, under Section 5.5 of the Plan, by increasing the Participant's age
by Five (5) years and Years of Credited Service by Five (5) years. The
Additional Benefits shall be added to the regular pension benefit determined
under Section 5.5 of the Plan.

                  B. The reduction contained in Section 5.5 of the Plan, which
applies to the early commencement of a Participant's benefits, shall be applied
after increasing the Participant's age by Five (5) years as provided under
paragraph A above.

                  C. The Additional Benefits provided under this Appendix I
shall be payable in the form otherwise applicable to the Participant in
accordance with the generally applicable provisions of the Plan.














                                      I-1
<PAGE>


                                   APPENDIX J

                    ADDITIONAL EARLY RETIREMENT BENEFITS - II
--------------------------------------------------------------------------------

                  1.1    Eligibility for Additional Benefits.

                  (1) Any Participant who is (i) employed by the Employer, (ii)
on an Approved Absence (paid or unpaid) from the Employer, (iii) on sick leave
or long-term disability under the Employer's Long-Term Disability Plan with
disability payments continuing on and after January 1, 1997 or (iv) receiving
severance payments from the Employer that are being paid on or after January 1,
1997 (such persons being hereinafter referred to as a "Covered Employee"), may
elect to retire on the first day of any month commencing on January 1, 1997 and
ending on July 1, 1998 as designated by the Employer and Covered Employee in the
"General Release" (such designated date of retirement hereinafter referred to in
this Appendix J as the "Retirement Date").

                  Such Covered Employee shall be eligible to receive the benefit
described in Paragraph 1.2 of this Appendix J, provided that (i) on or before
December 31, 1996, such Covered Employee shall have attained at least age 50 and
completed at least ten Years of Service or Years of Credited Service under the
Plan, (ii) on or before December 31, 1996, any such Covered Employee who was
employed by Whitman Packaging Corporation has completed at least four Years of
Eligibility Service under the Plan, (iii) the document entitled "Special
Retirement Opportunity" is signed, witnessed and dated no earlier than November
8, 1996 in strict accordance with the instructions contained therein, and (iv)
such Covered Employee shall have made an election to retire on such other forms
as the Employer may require during the period commencing at least forty-five
days after such Covered Employee receives the "General Release" from the
Employer but ending no later than June 4, 1998. Participants who previously
retired on or after January 1, 1996 and before January 1, 1997 and who were
employed in the United States by the Employer shall also be eligible for the
benefits described in Paragraph 1.2 of this Appendix J, provided the preceding
requirements in clauses (i)-(iv) hereof are satisfied (such persons are
hereinafter referred to as "Retired Covered Employees").

                  (2) Notwithstanding the provisions of paragraph 1 above, any
individual who is classified by an Employer as a Corporate Department Head or
President of a division shall not be eligible for the benefit described in
Paragraph 1.2 of this Appendix J.

                  1.2    Additional Benefits.

                  (1) Each Covered Employee who elects to retire on the
Retirement Date shall be entitled to his Accrued Benefit which will be
calculated as if such Covered Employee was five years older than his actual age
as of December 31, 1996, and by increasing his Years of Service and Years of
Credited Service as of December 31, 1996 (the difference between the Covered
Employee's benefit determined under this Appendix J and his benefit determined
without regard to the enhancement provided under this Appendix J shall
hereinafter be referred to as the "Additional Benefit").

                                      J-1
<PAGE>

                  (2) The reduction contained in Section 5.5 of the Plan, which
applies to the early commencement of a Covered Employee's Accrued Benefit
determined under the terms of the Prior Plan, shall be applied after increasing
the Covered Employee's age by Five (5) years as provided under Paragraph 1.2(1)
above.

                  (3) If the Covered Employee elects to retire pursuant to the
provisions of this Appendix J, such Covered Employee may elect at any time prior
to the date of commencement of his benefit to receive his benefit, calculated in
accordance with the provisions of the Plan and this Appendix J, in the forms of
payment applicable to the Covered Employee in accordance with the provisions of
Section 9 of the Plan.

                  (4) All Retired Covered Employees who (i) retired on or after
January 1, 1996 and prior to January 1, 1997 and (ii) are receiving retirement
benefits under the Plan prior to January 1, 1997 shall have the amount of their
retirement benefits recomputed under this Appendix J (taking into the account
the provisions of paragraphs (1) and (2) hereof) from the date of their previous
retirement and paid in accordance with the form of benefit previously elected
under Section 9 of the Plan. No changes to the form of benefit previously
elected shall be permitted. In no event shall Additional Benefits be paid to
Participants who retired before January 1, 1996.

                  (5) If a Covered Employee or Retired Covered Employee elects
to receive the Additional Benefits provided under this Appendix J to the Plan,
such Covered Employee's or Retired Covered Employee's retirement benefits shall
be payable with respect to or commencing on the first month following the month
in which the Retirement Date occurs.

                  1.3    Defined Terms.

         Except to the extent set forth above, the provisions of this Appendix J
are subject to the terms and conditions of the Plan and defined terms used in
this Appendix J shall have the same meaning as used in the Plan.









                                      J-2
<PAGE>


                                   APPENDIX K

                          SPECIAL PROVISIONS GOVERNING
                      EMPLOYEES OF BOBBI BROWN PROFESSIONAL
                      COSMETICS, INC. WHO DID NOT OTHERWISE
                            BECOME ELIGIBLE EMPLOYEES
--------------------------------------------------------------------------------


         SECTION 1.1     SCOPE

         The provisions of this Appendix K shall apply notwithstanding any
contrary provisions of the Plan, of which this Appendix is a part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall (except with reference to the first sentence of the
preceding paragraph) be to the Plan as in effect at the time such provision is
applied to a Bobbi Brown Employee (as defined below), as the context shall
require.

         SECTION 1.2     COMMENCEMENT OF STATUS AS A
                         PARTICIPATING EMPLOYER

         Bobbi Brown Professional Cosmetics, Inc. ("Bobbi Brown") shall become
an Employer under the Plan on January 1, 1996.


         SECTION 1.3     COMMENCEMENT OF PLAN PARTICIPATION
                         BY BOBBI BROWN EMPLOYEES

         No Bobbi Brown employee shall be permitted to become a Participant
prior to January 1, 1996. Each person who (i) is employed by Bobbi Brown on
January 1, 1996 and (ii) is otherwise an Employee on that date shall become a
Participant on January 1, 1996. (Each person who so becomes a Participant on
that date is hereafter referred to as a "Bobbi Brown Employee".)

         SECTION 1.4     CREDITS TO RETIREMENT ACCOUNTS

         In determining the amount to be credited to the Retirement Account of a
Bobbi Brown Employee who becomes a Participant, pursuant to the provisions of
Section 5 of the Plan, such person's Years of Service, for such purpose, shall
be determined based upon the date that such person would otherwise have, without
regard to this Appendix K, first become a Participant had Bobbi Brown been an
Employer throughout such person's entire period of employment with Bobbi Brown.


                                      K-1
<PAGE>


         SECTION 1.5     VESTING

         In determining the extent to which any Bobbi Brown Employee is vested
in his Retirement Account pursuant to the provisions of Section 8 of the Plan,
such person's Years of Service, for such purpose, shall be determined by taking
into account all periods of such person's employment with Bobbi Brown which
would otherwise have been taken into account for such purpose had Bobbi Brown
otherwise been an Employer throughout such person's entire period of employment
with Bobbi Brown.












                                      K-2
<PAGE>


                                   APPENDIX L

                          SPECIAL PROVISIONS GOVERNING
                   ESTEE LAUDER EMPLOYEES WHO WERE PREVIOUSLY
                       EMPLOYED BY THE DONNA KARAN COMPANY
                              WHO DID NOT OTHERWISE
                            BECOME ELIGIBLE EMPLOYEES
--------------------------------------------------------------------------------

         SECTION 1.1     SCOPE

         The provisions of this Appendix L shall apply with respect to each
person who was an employee of The Donna Karan Company ("DK") immediately prior
to November 10, 1997 and becomes an Employee prior to December 31, 1998 (a "DK
Employee"). The provisions of this Appendix L shall apply notwithstanding any
contrary provisions of the Plan, of which this Appendix is a part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall be to the Plan as in effect at the time such
provision is applied to a DK Employee, as the context shall require.

         SECTION 1.2     COMMENCEMENT OF PLAN PARTICIPATION
                         BY DK EMPLOYEES

         No DK Employee shall be permitted to become a Participant prior to
November 10, 1997. The first date on or after November 10, 1997 on which any
such person may become a Participant shall be governed by the otherwise
applicable provisions of Section 3 of the Plan. In applying the terms of such
participation eligibility provision, there shall be taken into account all of
such DK Employee's period of employment with DK, but only to the extent that any
such period of employment would have been taken into account had DK otherwise
been an Employer throughout such person's entire period of employment with DK.

         SECTION 1.3     CREDITS TO RETIREMENT ACCOUNTS

         In determining the amount to be credited to the Retirement Account of a
DK Employee who becomes a Participant pursuant to the provisions of Section 5 of
the Plan, there shall be taken into account all periods of such person's
employment with DK which would otherwise have been taken into account for such
purpose had DK otherwise been an Employer throughout such person's entire such
period of employment.

         SECTION 1.4     VESTING

         In determining the extent to which any DK Employee is vested in his
Retirement Account pursuant to the provisions of Section 8 of the Plan, there
shall be taken into account all periods of such person's employment with DK
which are otherwise taken into account with respect to such employee pursuant to
the provisions of Section 1.4 of this Appendix L.




                                      L-1
<PAGE>
















                                      L-2
<PAGE>

                                   APPENDIX M

                          SPECIAL PROVISIONS GOVERNING
                          CERTAIN TRANSFERRED EMPLOYEES
--------------------------------------------------------------------------------

         SECTION 1.1     SCOPE

         The provisions of this Appendix M shall apply with respect to each
person (i) who was an employee of one of the companies listed below on or after
the date specified below for such company, and (ii) whose employment is
subsequently transferred from such company to an Employer (each a "Transferred
Employee"):

         --------------------------------------------------------------
         COMPANY                                  DATE
         --------------------------------------------------------------
         Make-Up Art Cosmetics Inc.               December 28, 1994

         Make-UP Art Cosmetics (U.S.) Inc.,

         FFJD, Inc.
         --------------------------------------------------------------
         Sassaby Cosmetics, Inc.                  October 31, 1997
         --------------------------------------------------------------
         Aveda Corporation                        December 1,1997

         Aveda Services Inc.
         --------------------------------------------------------------


The provisions of the Appendix M shall apply notwithstanding any contrary
provisions of the Plan, of which this Appendix is a part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall be to the Plan as in effect at the time such
provision is applied to a Transferred Employee, as the context shall require.

         SECTION 1.2    COMMENCEMENT OF PLAN PARTICIPATION
                        BY TRANSFERRED EMPLOYEES

         The first date on which any Transferred Employee may become a
Participant shall be governed by the otherwise applicable provisions of Section
3 of the Plan. In applying the terms of such participation eligibility
provision, there shall be taken into account all of such Transferred Employee's
period of employment with his prior employer listed in Section 1.1 of this
Appendix M (including any corporate predecessor thereof), but only to the extent
that any such period of employment would have been taken into account had such
prior employer otherwise been an Employer throughout such person's entire period
of employment.

                                      M-1
<PAGE>


         SECTION 1.3    CREDITS TO RETIREMENT ACCOUNTS

         In determining the amount to be credited to the Retirement Account of a
Transferred Employee who becomes a Participant pursuant to the provisions of
Section 5 of the Plan, there shall be taken into account all periods of such
person's employment with his prior employer listed in Section 1.1 of this
Appendix M (including any corporate predecessor thereof) which would otherwise
have been taken into account for such purpose had such prior employer otherwise
been an Employer throughout such person's entire such period of employment.

         SECTION 1.4    VESTING

         In determining the extent to which any Transferred Employee is vested
in his Retirement Account pursuant to the provisions of Section 8 of the Plan,
there shall be taken into account all periods of such person's employment with
his prior employer listed in Section 1.1 of this Appendix M (including any
corporate predecessor thereof) which would otherwise have been taken into
account for such purpose had such prior employer otherwise been an Employer
throughout such person's entire period of employment.













                                      M-2
<PAGE>

                                   APPENDIX N

                              PROVISIONS GOVERNING
                              CERTAIN EMPLOYEES OF
                         MAKE-UP ART COSMETICS INC. AND
                         ITS AFFILIATES AND PREDECESSORS
--------------------------------------------------------------------------------


         SECTION 1.1    SCOPE

         The provisions of this Appendix N to the Estee Lauder Inc. Retirement
Growth Account Plan shall apply with respect to each person employed by Make-Up
Art Cosmetics Inc., Make-Up Art Cosmetics (U.S.), Inc., FFJD, Inc., or their
respective predecessors (collectively, the "MAC Companies") on December 31, 1999
("MAC Employee").

         The provisions of this Appendix N shall apply notwithstanding any
contrary provisions of the Plan, of which this Appendix is a part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall be to the Plan as in effect at the time such
provision is applied to a MAC Employee, as the context shall require.

         SECTION 1.2    COMMENCEMENT OF STATUS AS PARTICIPATING
                        EMPLOYER

         Make-Up Art Cosmetics Inc., Make-Up Art Cosmetics (U.S.), Inc., and
FFJD, Inc. shall become Participating Employers under the Plan on January 1,
2000.

         SECTION 1.3    COMMENCEMENT OF PLAN PARTICIPATION BY MAC EMPLOYEES

         No MAC Employee shall be permitted to become a Participant prior to
January 1, 2000. Each MAC Employee who is regularly scheduled to work twenty
hours or more per week as of December 31, 1999, may become a Participant in the
Plan on January 1, 2000, notwithstanding any otherwise applicable provisions of
Section 3 of the Plan. Each other MAC Employee may become a Participant in the
Plan on the first applicable entry date on or after January 1, 2000, in
accordance with the provisions of Section 3 of the Plan; however, for purposes
of determining eligibility under the Plan, there shall be taken into account all
periods attributable to such person's employment with the MAC Companies, prior
to December 31, 1999, that would otherwise have been taken into account for such
purpose had such prior employer otherwise been an Employer throughout such
person's entire period of employment. Any other individual who becomes actively
employed by the MAC Companies on or after January 1, 2000, may become a
Participant of the Plan on the first applicable entry date on or after January
1, 2000, in accordance with the provisions of Section 3 of the Plan.



                                      N-1
<PAGE>

         SECTION 1.4    CREDITS TO RETIREMENT ACCOUNTS

         In determining the amount to be credited to the Retirement Account of a
MAC Employee who becomes a Participant pursuant to the provisions of Section 5
of the Plan, there shall be taken into account all periods of such person's
employment with the MAC Companies that would otherwise have been taken into
account for such purpose had such prior employer otherwise been an Employer
throughout such person's entire period of employment.

         SECTION 1.5    VESTING

         In determining the extent to which any MAC Employee is vested in his
Retirement Account pursuant to the provisions of Section 8 of the Plan, there
shall be taken into account all periods of such person's employment with the MAC
Companies that would otherwise have been taken into account for such purpose had
such prior employer otherwise been an Employer throughout such person's entire
period of employment.














                                      N-2
<PAGE>


                                   APPENDIX O

                    ADDITIONAL EARLY RETIREMENT BENEFIT - III
--------------------------------------------------------------------------------


         SECTION 1.1    ELIGIBILITY FOR ADDITIONAL BENEFITS

               (1) Any Participant who is a non-exempt Employee in
Manufacturing, Engineering, Distribution and Quality Assurance at the Melville
Complex or the Oakland, New Jersey facility and is either (i) actively employed
by the Employer, or (ii) on an Approved Absence (paid or unpaid) from the
Employer, (each such person being hereinafter referred to as a "Covered
Employee"), may elect to retire on May 1, 2000, as designated by the Employer
and Covered Employee in the "General Release" (such designated date of
retirement hereinafter referred to in this Appendix O as the "Retirement Date").

               Such Covered Employee shall be eligible to receive the benefit
described in Section 1.2 of this Appendix O, provided that (i) on or before
April 30, 2000, such Covered Employee shall have attained at least age 55 and
completed at least ten Years of Service or Years of Credited Service under the
Plan, (ii) the document entitled "Special Retirement Opportunity" is signed,
witnessed and dated no earlier than March 10, 2000, in strict accordance with
the instructions contained therein and (iii) such Covered Employee shall have
made an election to retire on such other forms as the Employer may require
during the period commencing at least forty-five days after such Covered
Employee receives the "General Release" from the Employer but ending no later
than April 24, 2000. Individuals who would have been Covered Employees but for
the fact that they previously retired on or after January 1, 2000, and before
May 1, 2000, shall also be eligible for the benefits described in Section 1.2 of
this Appendix O, provided the requirements in clauses (i) and (ii) of this
paragraph are satisfied (such persons are hereinafter referred to as "Retired
Covered Employees").

         SECTION 1.2    ADDITIONAL BENEFITS

               (1) Each Covered Employee who elects to retire on the Retirement
Date shall be entitled to his Accrued Benefit which will be calculated as if
such Covered Employee was five (5) years older than his actual age as of April
30, 2000, and by increasing by five (5) years his Years of Service and Years of
Credited Service as of April 30, 2000, (the difference between the Covered
Employee's benefit determined under this Appendix O and his benefit determined
without regard to the enhancement provided under this Appendix O shall
hereinafter be referred to as the "Additional Benefit").

               (2) The reduction contained in Section 5.5 of the Plan, which
applies to the early commencement of a Covered Employee's Accrued Benefit
determined under the terms of the Prior Plan, shall be applied after increasing
the Covered Employee's age by five (5) years as provided under Section 1.2(1)
above.

               (3) If the Covered Employee elects to retire pursuant to the
provisions of this Appendix O, such Covered Employee may elect at any time prior
to the date of commencement of his Additional Benefit to receive such benefit,
calculated in accordance with the provisions of the

                                      O-1
<PAGE>

Plan and this Appendix O, in any of the forms of payment applicable to the
Covered Employee in accordance with the provisions of Section 9 of the Plan.
Notwithstanding the foregoing, in the case of a Covered Employee whose
Additional Benefit is computed by reference to Section 5.6 of the Plan, such
Covered Employee may elect to receive such Additional Benefit in the form of a
lump sum distribution or any other form of payment allowed under Section 9 of
the Plan.

               (4) If a Covered Employee elects to retire and receive the
Additional Benefit provided under this Appendix O to the Plan, such Covered
Employee's retirement benefits shall be payable commencing on the first day of
the first month coincident with or next following the date on which the Covered
Employee retires.

               (5) All Retired Covered Employees shall have the amount of their
retirement benefits computed under this Appendix O (taking into account the
provisions of paragraphs (1) and (2) of this Section 1.2) as of May 1, 2000, and
such amount shall be paid in accordance with the form of benefit previously
elected under Section 9 of the Plan. No changes to the form of benefit
previously elected shall be permitted except to the extent necessary to permit a
Retired Covered Employee whose Additional Benefit is calculated by reference to
Section 5.6 of the Plan to elect a lump sum distribution under paragraph (3) of
this Section 1.2. In no event shall Additional Benefits be paid to Participants
who retired prior to January 1, 2000.

         SECTION 1.3    DEFINED TERMS

         Except to the extent set forth above, the provisions of this Appendix O
are subject to the terms and conditions of the Plan and capitalized terms not
otherwise defined in this Appendix O shall have the same meaning as used in the
Plan.











                                      O-2
<PAGE>


                                   APPENDIX P

                              PROVISIONS GOVERNING
                              CERTAIN EMPLOYEES OF
                            STILA COSMETICS, INC. AND
                         ITS AFFILIATES AND PREDECESSORS
--------------------------------------------------------------------------------


         SECTION 1.1    SCOPE

         The provisions of this Appendix P to the Estee Lauder Inc. Retirement
Growth Account Plan shall apply with respect to each person employed by Stila
Cosmetics, Inc. or its predecessor on December 31, 2000 ("Stila Employee").

         The provisions of this Appendix P shall apply notwithstanding any
contrary provisions of the Plan, of which this Appendix is a part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall be to the Plan as in effect at the time such
provision is applied to a Stila Employee, as the context shall require.

         SECTION 1.2    COMMENCEMENT OF STATUS AS PARTICIPATING
                        EMPLOYER

         Stila Cosmetics, Inc., shall become a Participating Employer under the
Plan on January 1, 2001.

         SECTION 1.3    COMMENCEMENT OF PLAN PARTICIPATION BY STILA
                        EMPLOYEES

         No Stila Employee shall be permitted to become a Participant prior to
January 1, 2001. Each Stila Employee who is regularly scheduled to work twenty
hours or more per week as of December 31, 2000, may become a Participant in the
Plan on January 1, 2001, notwithstanding any otherwise applicable provisions of
Section 3 of the Plan. Each other Stila Employee may become a Participant in the
Plan on the first applicable entry date on or after January 1, 2001, in
accordance with the provisions of Section 3 of the Plan; however, for purposes
of determining eligibility under the Plan, there shall be taken into account all
periods attributable to such person's employment with the Stila, prior to
December 31, 2000, that would otherwise have been taken into account for such
purpose had such prior employer otherwise been an Employer throughout such
person's entire period of employment. Any other individual who becomes actively
employed by Stila Cosmetics, Inc. on or after January 1, 2001, may become a
Participant of the Plan on the first applicable entry date on or after January
1, 2001, in accordance with the provisions of Section 3 of the Plan.

                                      P-1
<PAGE>


         SECTION 1.4    CREDITS TO RETIREMENT ACCOUNTS

         In determining the amount to be credited to the Retirement Account of a
Stila Employee who becomes a Participant pursuant to the provisions of Section 5
of the Plan, there shall be taken into account all periods of such person's
employment with Stila that would otherwise have been taken into account for such
purpose had such prior employer otherwise been an Employer throughout such
person's entire period of employment.

         SECTION 1.5    VESTING

         In determining the extent to which any Stila Employee is vested in his
Retirement Account pursuant to the provisions of Section 8 of the Plan, there
shall be taken into account all periods of such person's employment with Stila
that would otherwise have been taken into account for such purpose had such
prior employer otherwise been an Employer throughout such person's entire period
of employment.















                                      P-2
<PAGE>


                                   APPENDIX Q

                              PROVISIONS GOVERNING
                              CERTAIN EMPLOYEES OF
                              AVEDA CORPORATION AND
                         ITS AFFILIATES AND PREDECESSORS
--------------------------------------------------------------------------------


         SECTION 1.1  SCOPE

         The provisions of this Appendix Q to the Estee Lauder Inc. Retirement
Growth Account Plan shall apply with respect to each person employed by Aveda
Corporation, Aveda Services Inc., Aveda Environmental Lifestyle Stores Inc. and
Aveda Institute Inc. or their respective predecessors (collectively, the "Aveda
Companies") on December 31, 2001 ("Aveda Employee").

         The provisions of this Appendix Q shall apply notwithstanding any
contrary provisions of the Plan, of which this Appendix is a part.

         Except to the extent expressly provided to the contrary herein, all
defined terms shall have the same meanings as provided under the Plan. Each
reference to the Plan shall be to the Plan as in effect at the time such
provision is applied to an Aveda Employee, as the context shall require.

         SECTION 1.2    COMMENCEMENT OF STATUS AS PARTICIPATING
                        EMPLOYER

         Aveda Corporation, Aveda Services Inc., Aveda Environmental Lifestyle
Stores Inc. and Aveda Institute Inc., shall become Participating Employers under
the Plan on January 1, 2002.

         SECTION 1.3    COMMENCEMENT OF PLAN PARTICIPATION BY AVEDA
                        EMPLOYEES

         No Aveda Employee shall be permitted to become a Participant prior to
January 1, 2002. Each Aveda Employee may become a Participant in the Plan on the
first applicable entry date on or after January 1, 2002, in accordance with the
provisions of Section 3 of the Plan; however, for purposes of determining
eligibility under the Plan, there shall be taken into account all periods
attributable to such person's employment with the Aveda Companies, prior to
December 31, 2001, that would otherwise have been taken into account for such
purpose had such prior employer otherwise been an Employer throughout such
person's entire period of employment. Any other individual who becomes actively
employed by the Aveda Companies on or after January 1, 2002, may become a
Participant of the Plan on the first applicable entry date on or after January
1, 2002, in accordance with the provisions of Section 3 of the Plan.






                                      Q-1
<PAGE>


         SECTION 1.4  CREDITS TO RETIREMENT ACCOUNTS

         In determining the amount to be credited to the Retirement Account of
an Aveda Employee who becomes a Participant pursuant to the provisions of
Section 5 of the Plan, there shall be taken into account all periods of such
person's employment with the Aveda Companies that would otherwise have been
taken into account for such purpose had such prior employer otherwise been an
Employer throughout such person's entire period of employment.

         SECTION 1.5    VESTING

         In determining the extent to which any Aveda Employee is vested in his
Retirement Account pursuant to the provisions of Section 8 of the Plan, there
shall be taken into account all periods of such person's employment with the
Aveda Companies that would otherwise have been taken into account for such
purpose had such prior employer otherwise been an Employer throughout such
person's entire period of employment.


















                                      Q-2
<PAGE>


            THE ESTEE LAUDER COMPANIES RETIREMENT GROWTH ACCOUNT PLAN


                                TABLE OF CONTENTS


SECTION 1 NAME AND CONSTRUCTION................................................2

SECTION 2 DEFINITIONS..........................................................4

SECTION 3 PARTICIPATION.......................................................13

SECTION 4 RETIREMENT DATES....................................................14

SECTION 5 PARTICIPANTS' RETIREMENT ACCOUNTS...................................15

SECTION 6 CONTRIBUTIONS.......................................................22

SECTION 7 DEATH BENEFIT.......................................................23

SECTION 8 TERMINATION OF EMPLOYMENT...........................................25

SECTION 9 OPTIONAL FORMS OF BENEFIT...........................................28

SECTION 10 PAYMENT OF RETIREMENT INCOME.......................................32

SECTION 11 ADMINISTRATION OF THE PLAN.........................................34

SECTION 12 INVESTMENT OF PLAN ASSETS; DUTIES OF FUDICIARY
           COMMITTEE..........................................................37

SECTION 13 OBLIGATIONS OF THE EMPLOYER........................................39

SECTION 14 MISCELLANEOUS PROVISIONS...........................................40

SECTION 15 ADOPTION OF PLAN BY MEMBERS OF THE GROUP...........................42

SECTION 16 AMENDMENT AND TERMINATION..........................................44

SECTION 17 LIMITATION ACCORDING TO TREASURY DEPARTMENT
           REQUIREMENTS.......................................................46

SECTION 18 TOP-HEAVY PLAN PROVISIONS..........................................47


<PAGE>



                                TABLE OF CONTENTS

APPENDIX A     ..............................................................A-1

APPENDIX B     ..............................................................B-1

APPENDIX C     ADDITIONAL EARLY RETIREMENT BENEFITS..........................C-1

APPENDIX D     ADDITIONAL EARLY RETIREMENT BENEFITS..........................D-1

APPENDIX E     SPECIAL PROVISIONS............................................E-1
                    GOVERNING EMPLOYEES OF WHITMAN PACKAGING
                    CORPORATION WHO DID NOT OTHERWISE BECOME ELIGIBLE
                    EMPLOYEES PRIOR TO JANUARY 1, 1992

APPENDIX F     SPECIAL PROVISIONS............................................F-1
                    GOVERNING EMPLOYEES OF WHITMAN PACKAGING CORPORATION
                    WHO OTHERWISE BECOME ELIGIBLE EMPLOYEES PRIOR TO
                    JANUARY 1, 1992

APPENDIX G     SPECIAL PROVISIONS............................................G-1
                    GOVERNING EMPLOYEES OF NORTHTEC INC. WHO DID NOT
                    OTHERWISE BECOME ELIGIBLE EMPLOYEES PRIOR TO
                    JANUARY 1, 1992

APPENDIX H     SPECIAL PROVISIONS............................................H-1
                    GOVERNING EMPLOYEES OF NORTHTEC INC. WHO OTHERWISE
                    BECOME ELIGIBLE EMPLOYEES PRIOR TO JANUARY 1, 1992

APPENDIX I     ADDITIONAL EARLY RETIREMENT BENEFITS..........................I-1

APPENDIX J     ADDITIONAL EARLY RETIREMENT BENEFITS - II.....................J-1

APPENDIX K     SPECIAL PROVISIONS............................................K-1
                    GOVERNING EMPLOYEES OF BOBBI BROWN PROFESSIONAL
                    COSMETICS WHO DID NOT OTHERWISE BECOME ELIGIBLE
                    EMPLOYEES


<PAGE>


APPENDIX L     SPECIAL PROVISIONS............................................L-1
                    GOVERNING ESTEE LAUDER EMPLOYEES WHO WERE PREVIOUSLY
                    EMPLOYED BY THE DONNA KARAN COMPANY WHO DID NOT
                    OTHERWISE BECOME ELIGIBLE EMPLOYEES

APPENDIX M     SPECIAL PROVISIONS............................................M-1
                    GOVERNING CERTAIN TRANSFERRED EMPLOYEES

APPENDIX N     PROVISIONS....................................................N-1
                    GOVERNING CERTAIN EMPLOYEES OF MAKE-UP ART
                    COSMETICS INC. AND ITS AFFILIATES AND PREDECESSORS

APPENDIX O     ADDITIONAL EARLY RETIREMENT BENEFITS - III....................O-1

APPENDIX P     PROVISIONS....................................................P-1
                    GOVERNING CERTAIN EMPLOYEES OF STILA COSMETICS, INC.
                    AND ITS AFFILIATES AND PREDECESSORS

APPENDIX Q     PROVISIONS....................................................Q-1
                    GOVERNING CERTAIN EMPLOYEES OF AVEDA CORPORATION
                    AND ITS AFFILIATES AND PREDECESSORS



                                       2