EXHIBIT 10.14

                      LNR PROPERTY CORPORATION SAVINGS PLAN

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<S>      <C>      <C>                                                                                            <C>
SECTION 1.........................................................................................................2
         1.1      Accounts........................................................................................2
         1.2      Acquired Company................................................................................3
         1.3      Actual Contribution Percentage..................................................................3
         1.4      Actual Deferral Percentage......................................................................3
         1.5      Anniversary Date................................................................................3
         1.6      Board...........................................................................................3
         1.7      Capital Accumulation Contribution...............................................................3
         1.7      Code............................................................................................3
         1.8      Company.........................................................................................3
         1.9      Company Stock...................................................................................4
         1.10     Compensation....................................................................................4
         1.11     Deferred Retirement Date........................................................................4
         1.12     Disability......................................................................................4
         1.13     Early Retirement Date...........................................................................4
         1.14     Effective Date..................................................................................4
         1.15     Eligible Employee...............................................................................4
         1.16     Employee........................................................................................5
         1.17     Employer........................................................................................5
         1.18     Enrollment Date.................................................................................5
         1.19     ERISA...........................................................................................5
         1.20     Financial Hardship..............................................................................5
         1.21     Highly Compensated Employee.....................................................................5
         1.22     415 Compensation................................................................................6
         1.23     Hour of Service.................................................................................7
         1.24     Independent Advisor.............................................................................7
         1.25     Investment Manager..............................................................................8
         1.26     Matching Contribution...........................................................................8
         1.27     Nonvested.......................................................................................8
         1.28     Non-Highly Compensated Employee.................................................................8
         1.29     Normal Retirement Age...........................................................................8
         1.30     Normal Retirement Date..........................................................................8
         1.31     One-Year Break-In-Service.......................................................................8
         1.32     Participant.....................................................................................9
         1.33     Plan............................................................................................9
         1.34     Plan Year.......................................................................................9
         1.35     Predecessor Plan...............................................................................10
         1.37     Salary Deferral Agreement......................................................................10
         1.38     Salary Deferral Contribution...................................................................10
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<S>      <C>      <C>                                                                                            <C>
         1.39     Termination of Employment......................................................................10
         1.40     Trust..........................................................................................10
         1.41     Trustees.......................................................................................10
         1.42     Valuation Date.................................................................................11
         1.43     Year-of-Service................................................................................11

SECTION 2........................................................................................................12
         2.1      Commencement of Participation..................................................................12
         2.2      Obligation of Participant......................................................................12
         2.3      Termination of Participation...................................................................12

SECTION 3........................................................................................................14
         3.1      Salary Deferral................................................................................14
         3.2      Matching and Voluntary Contributions...........................................................16
         3.3      Profit Sharing Contribution....................................................................18
         3.4      Rollover Contribution..........................................................................19
         3.5      Annual Limitation on Contributions.............................................................19

SECTION 4........................................................................................................21
         4.1      Matching and Profit Sharing Accounts...........................................................21
         4.2      Salary Deferral, Voluntary Contribution and Rollover Accounts..................................22

SECTION 5........................................................................................................23
         5.1      Forfeitures....................................................................................23
         5.2      Allocation.....................................................................................23
         5.3      Restoration of Benefits........................................................................23

SECTION 6........................................................................................................24
         6.1      Investment Funds...............................................................................24
         6.2      Investment Performance.........................................................................25
         6.3      Independent Appraiser..........................................................................25

SECTION 7........................................................................................................26
         7.1      Distributions During Employment................................................................26
         7.2      Distributions Upon Separation from Service.....................................................29
         7.3      Distributees Right to Demand Company Stock.....................................................35
         7.4      Incompetence of Distributee....................................................................35
         7.5      Location of Participant or Beneficiary Unknown.................................................35
         7.6      Put Option.....................................................................................36
         7.7      Restrictions...................................................................................36

SECTION 8........................................................................................................37
         8.1      Amendment......................................................................................37
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<S>      <C>      <C>                                                                                            <C>
         8.2      Termination, Partial Termination, or Complete Discontinuance of Contributions..................37
         8.3      Permissible Reversions.........................................................................38

SECTION 9........................................................................................................39

SECTION 10.......................................................................................................41
         10.1     Application of Top-Heavy Provisions............................................................41
         10.2     Key Employees..................................................................................44
         10.3     Non-Key Employee...............................................................................45
         10.4     Additional Rules...............................................................................45
         10.5     Vesting Requirements...........................................................................45
         10.6     Minimum Benefit................................................................................46
         10.7     Ceiling on Includible Compensation.............................................................46

SECTION 11.......................................................................................................47
         11.1     Limitation of Rights; Employment Relationship..................................................47
         11.2     Merger; Transfer of Assets.....................................................................47
         11.3     Prohibition Against Assignment.................................................................47
         11.4     Applicable Law; Severability...................................................................48
         11.5     Reliance Upon Copy of Plan.....................................................................48
         11.6     Gender and Number; Captions or Headings........................................................48

SECTION 12.......................................................................................................50
         12.1     Appointment of Committee.......................................................................50
         12.2     Committee Organization.........................................................................50
         12.3     Committee Meetings.............................................................................50
         12.4     Committee Functions and Powers.................................................................52
         12.5     Committee Actions Conclusive...................................................................51
         12.6     Committee Appointment of Agents................................................................52
         12.7     Reliance on Opinions, Etc......................................................................52
         12.8     Records and Accounts...........................................................................52
         12.9     Payment of Expense.............................................................................52
         12.10    Liability of the Administrative Committee......................................................53

SECTION 13.......................................................................................................54
         13.1     The Trust Agreement............................................................................54
         13.2     No Diversion of Corpus or Income...............................................................54
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                                    PREAMBLE

         The following are the provisions of the LNR PROPERTY SAVINGS PLAN (the
"Plan") as it is hereinafter set forth, and as it may hereinafter from time to
time be amended by the LNR PROPERTY CORPORATION, a corporation formed under the
laws of Delaware (the "Employer").

         Employer was established in 1997, as a result of a reorganization of
Lennar Corporation. Pursuant to the reorganization, Employer was created and its
stock distributed to Lennar Corporation shareholders.

         The Plan is based upon the LENNAR CORPORATION EMPLOYEE STOCK OWNERSHIP
PLAN (the "Predecessor Plan") which was originally adopted effective November 1,
1983 and subsequently amended and restated effective December 1, 1989 and again
on December 31, 1994. Assets and liabilities shall be transferred from the
Predecessor Plan to the Plan for all Participants in the Plan who have account
balances in the Predecessor Plan. Any Participant in this Plan on the Effective
Date, who was a participant in the Predecessor Plan as of the date immediately
preceding the Effective Date, shall be immediately eligible to participate in
the Plan and shall be credited with all Years of Service and all 1997 Hours of
Service earned at Lennar Corporation.

         The Employer adopted the Plan, effective November 1, 1997, in
connection with the reorganization of Lennar Corporation and the Employer.

         The Employer now desires to amend the Plan to terminate the ESOP
component of the Plan, change the vesting schedule and permit employees to
immediately access employer contributions upon termination of employment. In
order to accomplish this result, the Employer does hereby adopt the restated LNR
PROPERTY CORPORATION SAVINGS PLAN, effective January 1, 1999.

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                                   SECTION 1.

                                   DEFINITIONS

1.1      ACCOUNTS

         (a)      MATCHING ACCOUNT

                  The account of a Participant which is credited with matching
                  contributions made pursuant to Section 3.2(a).

         (b)      CAPITAL ACCUMULATION ACCOUNT

                  The account of a Participant which is credited with Capital
                  Accumulation Contributions made pursuant to Section 3.3.
                  Effective as of April 1, 1999, the Capital Accumulation
                  Account of a Participant also contains amounts transferred
                  from a Participant's ESOP Account.

         (c)      ROLLOVER ACCOUNT

                  The account of a Participant which is credited with rollover
                  deposits made pursuant to Section 3.4.

         (d)      SALARY DEFERRAL ACCOUNT

                  The account of a Participant which is credited with Salary
                  Deferral Contributions made pursuant to Section 3.1(a).

         (e)      VOLUNTARY CONTRIBUTION ACCOUNT

                  The account of a Participant which is credited with Voluntary
                  Contributions made pursuant to Section 3.2(b).

         (f)      ESOP ACCOUNT

                  The account of a Participant credited with ESOP contributions.
                  Effective as of April 1, 1999, all amounts in a Participant's
                  ESOP Account shall be transferred to the Participant's Capital
                  Accumulation Account.

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1.2      ACQUIRED COMPANY

         A business the Company acquires through the purchase and/or exchange of
         assets, equity or a combination of both.

1.3      ACTUAL CONTRIBUTION PERCENTAGE

         The ratio of:

         (a)      the sum of Matching Contributions and Voluntary Contributions;
                  to

         (b)      Compensation for the Plan Year, for each Eligible Employee.

1.4      ACTUAL DEFERRAL PERCENTAGE

         The ratio of:

         (a)      Salary Deferral Contributions; to

         (b)      Compensation for the Plan Year, for each Eligible Employee.

1.5      ANNIVERSARY DATE

         The last day of each Plan Year.

1.6      BOARD

         The Board of Directors of the Company.

1.7      CAPITAL ACCUMULATION CONTRIBUTION

         The contribution described in Section 3.3.

1.8      CODE

         The Internal Revenue Code of 1986, as amended.

1.9      COMPANY

         LNR Property Corporation, a Delaware corporation, or any successor to
         it in ownership of all or substantially all of its operating assets
         which adopts and continues the Plan by operation of law or with the
         approval of the Board.

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1.10     COMPANY STOCK

         Common stock of the Company.

1.11     COMPENSATION

         The total wages or salary paid within the Plan Year by the Employer to
         a Participant as reported to the Internal Revenue Service on Form W-2
         plus any contributions elected pursuant to Section 3.1. Compensation
         may not exceed $150,000 per year, or such higher amount to which such
         amount shall be adjusted annually in accordance with regulations
         prescribed by the Secretary of the Treasury pursuant to Code Section
         415(d) to reflect increases in the cost-of-living.

1.12     DEFERRED RETIREMENT DATE

         The actual retirement date of a Participant who has already attained
         his Normal Retirement Age.

1.13     DISABILITY

         A mental or physical condition which is total and permanent and
         prevents a Participant from performing the Participants usual duties as
         an Employee. The Administrative Committee, based on medical evidence
         deemed by it to be competent, shall be the sole judge of the Disability
         of a Participant, and its determinations shall be final and conclusive.

1.14     EARLY RETIREMENT DATE

         Any date on which the Participant retires prior to the date such
         Participant attains age sixty-five (65) which is on or after the later
         of:

         (a)      the day the Participant attains age sixty (60), or

         (b)      the day the Participant completes twenty-five (25)
                  Years-of-Service.

1.15     EFFECTIVE DATE

         November 1, 1997.

1.16     ELIGIBLE EMPLOYEE

         An Employee who may participate in the Plan because he has attained the
         age of 21.

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1.17     EMPLOYEE

         Any individual, including any officer, employed by the Employer,
         whether paid a regular weekly, bi-weekly, semimonthly, monthly, or
         annual rate of salary, or paid on an hourly basis only for performance
         as a managerial, administrative, technical, professional or clerical
         employee, or paid in whole or in part on a commission basis (but not
         including any other individual employed on an hourly or piecework
         basis), and who is employed in the United States, or if employed
         abroad, is a citizen of the United States and is covered under an
         agreement entered into by the Employer under Section 3121(l) of the
         Code. The term Employee shall not include a member of the Board who is
         active only in that capacity, or any individual covered by a collective
         bargaining agreement between the Employer and a union (except as may be
         provided in such collective bargaining agreement), or any individual
         who is an independent contractor or a leased employee under Section
         414(n) of the Code.

1.18     EMPLOYER

         The Company and all other entities which are part of a controlled
         group, as defined at Code Sections 414(b) and 414(c), of which the
         Company is part.

1.19     ENROLLMENT DATE

         Enrollment Date means January 1 or July l of each Plan Year.

1.20     ERISA

         The Employee Retirement Income Security Act of 1974, as amended.

1.21     FINANCIAL HARDSHIP

         An immediate and heavy financial need of a Participant as described in
         Treasury Regulation 1.404(k)-l(d)(2).

1.22     HIGHLY COMPENSATED EMPLOYEE

         Any Eligible Employee who:

         (a)      Performs service for the Employer during the Plan Year and
                  who, during the prior Plan Year received Compensation from the
                  Employer in excess of $80,000 (as adjusted pursuant to Code
                  Section 415(d));

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         (b)      Is a 5% owner at any time during the prior Plan Year or Plan
                  Year; or

         (c)      Separated from service (or was deemed to have separated) prior
                  to the Plan Year, performs no service for the Employer during
                  the Plan Year, and was a Highly Compensated Employee for
                  either the Plan Year he terminated employment or any Plan Year
                  ending on or after his 55th Birthday.

         The determination of Highly Compensated Employees may be made by the
         Committee on the basis of the "top-paid group" election in accordance
         with such regulations, notices or other guidance issued under Section
         414(q) of the Code.

1.23     415 COMPENSATION

         A Participants wages, salaries, fees for professional service and other
         amounts of personal services actually rendered in the course of
         employment with an Employer maintaining the Plan (including, but not
         limited to, commissions paid salesmen, compensation for services on the
         basis of a percentage of profits, commissions on insurance premiums,
         tips and bonuses and in the case of a Participant who is an Employee
         within the meaning of Code Section 401(c)(1) and the regulations
         thereunder, the Participant's earned income (as described in Code
         Section 401(c)(2) and the regulations thereunder) paid or accrued
         during the "limitation year" it shall exclude:

         (a)      Contributions made by the Employer to a plan of deferred
                  compensation to the extent that, before the application of the
                  Code Section 415 limitations to the Plan, the contributions
                  are not includible in the gross income of the Employee for the
                  taxable year in which contributed,

         (b)      Employer contributions made on behalf of an Employee to a
                  simplified employee pension plan described in Code Section
                  408(k) to the extent such contributions are deductible by the
                  Employee under Code Section 219(a);

         (c)      Any distributions from a plan of deferred compensation
                  regardless of whether such amounts are includible in the gross
                  income of the Employee when distributed except any amounts
                  received by an Employee pursuant to an unfunded nonqualified
                  plan of the Employees Employer to the extent such amounts are
                  includible in the gross income of the Employee;

         (d)      Amounts realized from the exercise of a nonqualified stock
                  option or when restricted stock (or property) held by an
                  Employee either becomes freely transferable or is no longer
                  subject to a substantial risk of forfeiture;

         (e)      Amounts realized from the sale, exchange or other dispositions
                  of stock required

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                  under a qualified stock option;

         (f)      Other amounts which receive special tax benefits, such as
                  premiums for group term life insurance (but only to the extent
                  that the premiums are not includible in the gross income of
                  the Employee).

         However, notwithstanding the foregoing, for Plan Years beginning after
         December 31, 1997, the term "415 Compensation" shall include any
         elective deferral as defined in Section 402(g)(3) of the Code, and any
         amount which is contributed or deferred by the Company at the election
         of the Participant and is not includible in the gross income of the
         Participant by reason of Section 125 of the Code.

1.24     HOUR OF SERVICE

         "Hour of Service" means:

         (a)      Each hour for which an Employee is paid or entitled to payment
                  by the Company for the performance of duties;

         (b)      Each hour for which an Employee is paid or entitled to payment
                  by the Company for reasons such as vacation, sickness or
                  disability, other than for the performance of duties. These
                  hours shall be credited to the Employee for the computation
                  period or periods in which payment is actually made for
                  amounts payable to the Employee; and

         (c)      Each hour for which back pay (irrespective of mitigation of
                  damages) has been either awarded or agreed to by the Company.
                  These hours shall be credited to the Employee for the
                  computation period or periods to which the award or agreement
                  pertains, rather than the computation period in which the
                  award, agreement or payment is made.

         In applying this definition, any ambiguity shall be resolved consistent
         with the rules set out at Department of Labor Reg. ss.ss. 2530.200b-2
         (b) and (c).

1.25     INDEPENDENT ADVISOR

         Any person, firm or corporation which has been appointed by the
         Administrative Committee pursuant to Section 12.4(k) to provide advice
         with respect to investment of the funds in any or in all of the
         Investment Funds described in Section 6.1.

         An independent advisor must be one of the following:

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         (a)      Registered as an investment advisor under the Investment
                  Advisors Act of 1940;

         (b)      A bank, defined under ERISA, or

         (c)      An insurance company qualified under the laws of more than one
                  state to manage, acquire or dispose of any asset of a Plan.

1.26     INVESTMENT MANAGER

         Any person, firm or corporation which satisfies the requirements of
         Section 3(38) of ERISA.

1.27     MATCHING CONTRIBUTION

         The contribution described in Section 3.2(a).

1.28     NONVESTED

         When a Participant is not vested in any portion of the Matching
         Contributions and/or Capital Accumulation Contributions allocated to
         his Accounts.

1.29     NON-HIGHLY COMPENSATED EMPLOYEE

         Any Eligible Employee who is not a Highly Compensated Employee under
         Plan Section 1.25.

1.30     NORMAL RETIREMENT AGE

         For all Participants who were participants in the Predecessor Plan on
         November 30, 1989, a Participants 65th birthday. For all other
         Participants, the later of (a) age sixty-five (65), or (b) the fifth
         (5th) anniversary of the date on which a Participant commenced
         participation.

1.31     NORMAL RETIREMENT DATE

         The first day of the calendar month in which a Participant attains
         Normal Retirement Age and retires.

1.32     ONE-YEAR BREAK-IN-SERVICE

         The twelve month period following an Anniversary Date in which the
         Participant does not complete more than five hundred (500) Hours of
         Service. Notwithstanding the foregoing, solely for the purpose of
         determining whether a Participant has incurred a One-Year
         Break-

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         In-Service, Hours of Service shall be recognized for "a maternity leave
         of absence."

         A "maternity leave of absence" shall mean an absence from work for any
         period by reason of the Employee's pregnancy, birth of the Employee's
         child, placement of a child with the Employee in connection with the
         adoption of such child, or any absence for the purpose of caring for
         such child for a period immediately following such birth or placement.
         For this purpose, Hours of Service shall be credited for the
         computation period in which absence from work begins, only if credit
         therefore is necessary to prevent the Employee from incurring a
         One-Year Break-in-Service, or, in any other case, in the immediately
         following computation period. The Hours of Service credited for a
         maternity leave of absence shall be those that normally would have been
         credited but for such absence, or, in any case in which the
         Administrative Committee is unable to determine such hours normally
         credited, eight (8) Hours of Service per day. The total Hours of
         Service required to be credited for any single maternity or leave of
         absence shall not exceed 501.

1.33     PARTICIPANT

         Any Eligible Employee who has commenced participation in the Plan in
         accordance with the provisions of Section 2 of the Plan.

1.34     PLAN

         LNR Property Corporation Savings Plan.

1.35     PLAN YEAR

         Plan Year means a twelve (12) month period commencing each January 1.

         In 1997, the Plan will have a short plan year from the Effective Date
         through December 31, 1997.

         The short plan year

         (a)      is an additional computation period in computing Employees
                  eligibility,

         (b)      is an additional computation period in computing
                  Year-of-Service,

         (c)      is an additional year of participation in computing Normal
                  Retirement Age.

         The percentage of Compensation for the short plan year ended December
         31, 1997 will be the same for each Participant. The Contribution made
         hereunder shall be made as of the last day of December, 1997 and shall
         be made only for those Participants who are Employees as

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         of such date.

1.36     PREDECESSOR PLAN

         The Plan maintained by Lennar Corporation as of the effective date of
         the Plan.

1.37     SALARY DEFERRAL AGREEMENT

         A written agreement between a Participant and the Company which
         provides that the Participant's Compensation will be reduced by a whole
         percentage amount of such Compensation, not less than 1% nor more than
         15%, and the Company will contribute an equivalent amount not less
         frequently than monthly to the Participant's Salary Deferral Account. A
         Participant may elect at any time to increase or decrease the amount by
         which his Compensation is to be reduced. He may also revoke his current
         Salary Deferral Agreement or, if he has already revoked such an
         agreement, enter into a new Salary Deferral Agreement at any time. The
         elections described above must be made on a written form prescribed or
         approved by the Administrative Committee and will be effective as of
         first payroll period of the calendar month following the calendar month
         in which the election is submitted.

1.38     SALARY DEFERRAL CONTRIBUTION

         The contribution described in Section 3.1(a).

1.39     TERMINATION OF EMPLOYMENT

         (a)      The discharge of an Employee by his Employer, whether or not
                  for cause and whether or not justified,

         (b)      a statement made by an Employee to the Employer that he is
                  quitting followed by the Employee's failure to report to work,
                  or

         (c)      the unexplained failure of an Employee to report to work when
                  expected to report.

1.40     TRUST

         LNR Property Corporation Savings Plan Trust, created by the Trust
         Agreement entered into pursuant to Section 13 between the Company and
         the Trustees.

1.41     TRUSTEES

         The persons and/or bank or trust company which are named as Trustees in
         the Trust

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         Agreement.

1.42     VALUATION DATE

         The date the Trustee values the assets held in the Funds described in
         Section 6.1. Such dates shall be any day on which the New York Stock
         Exchange or any successor to its business is open for trading, or any
         such other date as may be designated by the Administrative Committee.

1.43     YEAR-OF-SERVICE

         A computation period during which an Employee has completed at least
         1000 Hours of Service. For vesting purposes, the computation period
         shall be a Plan Year.

         In determining Years-of-Service for any participant in the Predecessor
         Plan, see the Preamble to the Plan. In determining Years-of-Service in
         Section 1.13(b), 4.1 and accumulated hours of service in Section 1.15,
         service performed for an Acquired Company prior to its acquisition may,
         at the Board's sole discretion, be counted as service performed for the
         Company. In no case shall the Board exercise its discretion to
         discriminate in favor highly compensated employees, as defined in Code
         Section 414(q), of the Acquired Company.

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                                    SECTION 2

                                  PARTICIPATION

2.1      COMMENCEMENT OF PARTICIPATION

         An Employee shall become a Participant in the Plan on the next January
         1 or July 1 after he first becomes an Eligible Employee.

2.2      OBLIGATION OF PARTICIPANT

         When an Employee becomes eligible to participate, and thereafter from
         time to time, the Administrative Committee may require the Employee to
         furnish such information and fill out, sign and file such forms and
         documents as may be reasonably required for the administration of the
         Plan, including beneficiary designation forms, evidence of age and
         marital status, Salary Deferral Agreements, etc. If a Participant does
         not comply with any such reasonable requirements and if such
         non-compliance makes it impossible or unreasonably burdensome with
         respect to such Participant to administer the Plan, neither the
         Administrative Committee, the Employer, the Trustees, nor any other
         person, shall be obligated to administer the Plan for such Participant
         until such information is properly furnished, and no such person shall
         incur liability to such Participant or his beneficiary to the extent
         that any intended Plan benefit has not been obtained or is not
         available because of the Participant's or beneficiary's failure to
         furnish such information and fill out, sign and file such documents.

2.3      TERMINATION OF PARTICIPATION

         (a)      Participation in the Plan continues until a Participant's
                  Normal, Early or Deferred Retirement Date, death, Disability,
                  or a One-Year-Break-In-Service following Termination of
                  Employment.

         (b)      REEMPLOYMENT

                  (I)      VESTED EMPLOYEE

                           If a re-employed Employee had a non-forfeitable right
                           to a portion of his accrued benefit at the time he
                           terminated employment, then such Employee shall
                           commence participation in the Plan immediately upon
                           re-employment.

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                  (II)     NONVESTED EMPLOYEE

                           If a re-employed Employee had only a forfeitable
                           right to his accrued benefit at the time he
                           terminated employment, then only if his number of
                           consecutive One-Year-Breaks-In-Service is less than
                           five (5) will he be allowed to commence participation
                           in the Plan immediately upon reemployment. Otherwise
                           he shall be treated as a new Employee for purposes of
                           eligibility to participate.

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                                   SECTION 3.

                                  CONTRIBUTIONS

3.1      SALARY DEFERRAL

         (a)      CONTRIBUTION:

                  The Company will contribute to a Participant's Salary Deferral
                  Account the amount by which his Compensation was reduced
                  pursuant to his Salary Deferral Agreement with the Company.
                  Such contribution shall be made no later than the fifteenth
                  business day of the month following the month in which such
                  amounts would otherwise have been payable to the Participant
                  in cash. Such contribution for any Participant shall be
                  limited under Code Section 402(g) for the Participant's
                  taxable year.

(b)      LIMITATION:

                  (I)      Salary Deferral contributions for any Plan Year must
                           satisfy at least one of the following tests found in
                           Code Section 401(k)(3):

                           (A)      The average of the Actual Deferral
                                    Percentages for all Highly Compensated
                                    Employees does not exceed the product of
                                    1.25 and the average of the Actual Deferral
                                    Percentages of all Non-Highly Compensated
                                    Employees for the preceding Plan Year; or

                           (B)      The excess of the average of the Actual
                                    Deferral Percentages for Highly Compensated
                                    Employees over the average of the Actual
                                    Deferral Percentages for Non-Highly
                                    Compensated Employees for the preceding Plan
                                    Year is not more than 2 percentage points,
                                    and the average of the Actual Deferral
                                    Percentages for the Highly Compensated
                                    Employees does not exceed twice the average
                                    of the Actual Deferral Percentages for the
                                    Non-Highly Compensated Employees for the
                                    preceding Plan Year.

                  Notwithstanding the foregoing, the Committee may elect to
                  determine the permissible Actual Deferral Percentage for
                  Highly Compensated Employees for any plan year beginning on or
                  after January 1, 1997 on the basis of the Actual Deferral
                  Percentage of the group of Non-Highly Compensated Employees
                  for the current Plan Year rather than the preceding Plan Year,
                  in accordance with such regulations,

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                  notices or other guidance issued under Section 401(k) of the
                  Code.

                  For purposes of determining the Actual Deferral Percentage,
                  any plans which are treated as one plan for purposes of
                  section 410(b) shall be treated as one plan. If a Highly
                  Compensated Employee participates in two or more plans of an
                  Employer, all deferrals under those plans shall be aggregated
                  for purposes of determining the Actual Deferral Percentage of
                  such Highly Compensated Employee.

         (c)      DISTRIBUTION OF EXCESS SALARY DEFERRAL CONTRIBUTIONS:

                  (I)      REDUCING THE EXCESS.

                           If the average of the Actual Deferral Percentage for
                           the Highly-Compensated Employees exceeds the Section
                           3.1(b) limits, then the Actual Deferral Percentage of
                           the Highly Compensated Employee with the highest
                           Actual Deferral Percentage is reduced to the extent
                           required to:

                           (A)      Enable the arrangement to satisfy the
                                    Section 3.1(b) limit; or

                           (B)      Cause such member's Actual Deferral
                                    Percentage to equal the Percentage of the
                                    member with the next highest Actual Deferral
                                    Percentage.

                           This process must be repeated until one of the
                           Section 3.1(b) limits is satisfied.

                  (II)     AMOUNT TO DISTRIBUTE

                           Once the process described above is completed, the
                           total dollar amount of excess deferrals shall be
                           determined. This amount shall be distributed in
                           accordance with a leveling procedure under which the
                           dollar amount of Salary Deferrals of the Highly
                           Compensated Employee with the highest dollar amount
                           of Salary Deferrals shall be reduced to the extent
                           required to distribute the total amount of excess
                           deferrals or, if it results in a lower reduction, to
                           the extent required to cause such Highly Compensated
                           Employee's dollar amount of Salary Deferrals to equal
                           the dollar amount of Salary Deferrals of the Highly
                           Compensated Employee with the next highest dollar
                           amount of Salary Deferrals. This distribution
                           procedure shall be repeated until all excess
                           deferrals have been distributed.

                                       15
<PAGE>

                  (III)    DISTRIBUTION

                           The amount determined in 3.1(c)(I) and (II) above
                           shall be distributed to the Participant within two
                           and one-half months after the close of the Plan Year,
                           but in no case shall any distributions occur more
                           than twelve months after the close of the Plan Year.

3.2      MATCHING AND VOLUNTARY CONTRIBUTIONS

         (a)      MATCHING CONTRIBUTIONS

                  The Company at its sole discretion may, but shall not be
                  obligated to, contribute to the Participant's Matching
                  Accounts. The Company may advise the Participants at the
                  beginning of each Plan Year, within a range of amounts, the
                  contribution it intends to make to the Plan for the year. The
                  actual amount of the contribution, if any, shall be determined
                  by the Board after the end of the Plan Year, which shall be
                  made without regard to the range of the intended contribution
                  established at the beginning of the Plan Year. Such
                  contribution shall be contingent upon the Participant having
                  made a contribution during the Plan Year to his Salary
                  Deferral Account. The amount of the Matching Contribution will
                  be a percentage of the Participant's Salary Deferral
                  Contribution. The same percentage will be used for each
                  Participant who qualifies to receive a Matching Contribution
                  for that Plan Year.

         (b)      VOLUNTARY CONTRIBUTIONS

                  A Participant may, in addition to amounts elected pursuant to
                  Section 3.1(a), designate that a percentage of his
                  Compensation for the Plan Year be credited to his Voluntary
                  Contribution Account as non-deductible contributions.

         (c)      ANNUAL LIMIT ON THE AGGREGATION OF MATCHING AND VOLUNTARY
                  CONTRIBUTIONS

                  Pursuant to Code Section 401 (m)(2), the average of the Actual
                  Contribution Percentages for the Highly Compensated Employees
                  shall not exceed the greater of (I) or (II) as follows:

                  (I)      The average of the Actual Contribution Percentages
                           for the Non-Highly Compensated Employees for the
                           preceding Plan Year multiplied by one and one-quarter
                           (1.25); or

                  (II)     The average of the Actual Contribution Percentages
                           for the Non-Highly Compensated Employees for the
                           preceding Plan Year multiplied by two (2);

                                       16
<PAGE>

                           subject, however, to the additional limitation that
                           the average of the Actual Contribution Percentages
                           for the Highly Compensated Employees may not exceed
                           the average of the Actual Contribution Percentages
                           for the Non-Highly Compensated Employees for the
                           preceding Plan Year by more than two (2) percentage
                           points.

                  The limitation of this Section 3.2(c) shall be applied for
                  each Plan Year. The limit in Section 3.2(c)(II) shall be
                  adjusted in accordance with Treasury Regulation ss. 1.401(m)-2
                  to avoid duplicate use of the limit for any Highly Compensated
                  Employee in violation of Code Section 401(m)(9).

                  Notwithstanding the foregoing, the Committee may elect to
                  determine the permissible Actual Contribution Percentage for
                  Highly Compensated Employees for any Plan Year beginning on or
                  after January 1, 1997 on the basis of the Actual Contribution
                  Percentage of the group of Non-Highly Compensated Employees
                  for the current Plan Year rather than the preceding Plan Year,
                  in accordance with such regulations, notices or other guidance
                  issued under Section 401(m) of the Code.

         (d)      REALLOCATING CONTRIBUTIONS OVER THE ANNUAL LIMIT:

                  (I)      METHOD OF REALLOCATION

                           Pursuant to Treasury Regulation Section
                           1.401(m)-l(e)(2), if the average of the Actual
                           Contribution Percentages for the Highly Compensated
                           Employees exceeds the Section 3.2(c) limit, then the
                           Actual Contribution Percentage of the Highly
                           Compensated Employee with the highest Actual
                           Contribution Percentage is reduced to the extent
                           required to:

                           (A)      Enable the arrangement to satisfy the
                                    Section 3.2(c) limit; or

                           (B)      Cause such Employee's Actual Contribution
                                    Percentage to equal the Percentage of the
                                    Highly Compensated Employee with the next
                                    highest Actual Contribution Percentage.

                           This process must be repeated until the Section
                           3.2(c) limit is satisfied.

                  (II)     AMOUNT TO REALLOCATE

                           Once the leveling procedure has been completed, the
                           total dollar amount of excess aggregate contributions
                           shall be determined. This amount shall be distributed
                           in accordance with a leveling procedure under which
                           the dollar amount of an Employee's Matching and
                           Voluntary Contributions of the

                                       17
<PAGE>

                           Highly Compensated Employee with the highest dollar
                           amount of Matching and Voluntary Contributions shall
                           be reduced to the extent required to distribute the
                           total amount of excess aggregate contributions or, if
                           it results in a lower reduction, to the extent
                           required to cause such Highly Compensated Employee's
                           dollar amount of Matching and Voluntary Contributions
                           to equal the dollar amount of Matching and Voluntary
                           Contributions of the Highly Compensated Employee with
                           the next highest dollar amount of Matching and
                           Voluntary Contributions. This distribution procedure
                           shall be repeated until all excess aggregate
                           contributions have been distributed. In no case shall
                           the amount of excess aggregate contributions with
                           respect to any Highly Compensated Employee exceed the
                           Matching and Voluntary Contributions made on behalf
                           of such Employee in any Plan Year.

         (e)      REALLOCATION OF EXCESS OVER ANNUAL LIMIT

                  The Trustees shall reduce the Employee's Voluntary and
                  Matching Contributions for the Plan Year in the following
                  order until the amount to be reallocated, determined in
                  Section 3.2(d)(II) above, is satisfied.

                  (I)      The Trustees shall refund the sum of the
                           contributions made by the Participant to his
                           Voluntary Contribution Account during the Plan Year
                           under Section 3.2(b) above and any earnings thereon.

                  (II)     The Participant shall forfeit any Matching
                           Contributions made by the Company under Section
                           3.2(a) during the Plan Year and any earnings thereon.
                           Such forfeiture shall be reallocated pursuant to
                           Section 5.2 and such reallocation shall take place by
                           the end of the Plan Year immediately following the
                           Plan Year in which the excess Matching Contributions
                           were made.

3.3      CAPITAL ACCUMULATION CONTRIBUTION

         Following the end of each Plan Year, and within the period of time for
         filing the federal income tax return for the fiscal year of the Company
         ending with or within such Plan Year, the Company, at its sole
         discretion may, but shall not be obligated to, contribute to the
         Capital Accumulation Account of each Participant employed by the
         Company as of the last day of the Plan Year. Such Capital Accumulation
         Contribution made by the Company shall be allocated to the Capital
         Accumulation Account of each Participant employed by the Company as of
         the last day of the Plan Year in the same proportion that each such
         Participant's Compensation for the Plan Year bears to the Compensation
         of all such Participants for the Plan Year.

                                       18
<PAGE>

3.4      ROLLOVER CONTRIBUTION

         A Participant, or an Employee who the Administrative Committee
         reasonably believes will become a Participant, may elect to deposit, or
         have deposited on his behalf, the lump sum distribution received from:

         (a)      the trust of a qualified plan under Code Section 401(a); or

         (b)      an Individual Retirement Account described in Code Section
                  408(d)(3)(A)(ii), but only if the lump sum distribution
                  received represents the entire amount in the Individual
                  Retirement Account.

         Such deposits shall be maintained in the Participant's Rollover Account
         and shall be subject to the other provisions of this Plan.

3.5      ANNUAL LIMITATION ON CONTRIBUTIONS

         (a)      LIMIT

                  In no event shall the aggregate of a Participant's Salary
                  Deferral, Matching, Capital Accumulation and Voluntary
                  Contributions and any Forfeitures allocated to him under Plan
                  Section 5.2(b) for any Plan Year exceed the lesser of:

                  (I)      $30,000, as adjusted under Code Section 415(c)(1)(A),
                           or

                  (II)     25% of the Participant's 415 Compensation.

         (b)      REALLOCATING EXCESS CONTRIBUTIONS

                  If the limitation in Section 3.5(a) is exceeded, the excess
                  contribution for the Plan Year shall be reallocated from the
                  following accounts, in the following order until the limit is
                  met.

                  (I)      The sum of the contributions made by the Participant
                           to his Voluntary Contribution Account during the Plan
                           Year under Section 3.2(b) above and any earnings
                           thereon shall be distributed to the Participant
                           within two and one-half months after the close of the
                           Plan Year, but in no case shall any distributions
                           occur more than twelve months after the close of the
                           Plan Year.

                  (II)     The amount contributed to the Participant's Salary
                           Deferral Account during

                                       19
<PAGE>

                           the Plan Year plus any earnings thereon shall be
                           distributed to the Participant within two and
                           one-half months after the close of the Plan Year, but
                           in no case shall any distributions occur more than
                           twelve months after the close of the Plan Year.

                                       20
<PAGE>

                                   SECTION 4.

                                     VESTING

4.1      MATCHING AND CAPITAL ACCUMULATION ACCOUNTS

         (a)      VESTING SCHEDULE

                  Effective for Participants employed by an Employer maintaining
                  the Plan or and after January 1, 1999, a Participant's
                  Matching Account and Capital Accumulation Account shall vest
                  in accordance with the following schedule.

                  YEARS OF SERVICE                       THE NONFORFEITABLE
                                                         PERCENTAGE IS

                     Less than 1                                 -0-
                          1                                       20
                          2                                       40
                          3                                       60
                          4                                       80
                      5 or more                                  100

                  Each non-vested Participant shall lose Years-of-Service
                  credited to him if his consecutive One-Year-Breaks-in-Service
                  following his Termination of Employment equal or exceed five.

                  Notwithstanding the foregoing, Participants employed on
                  December 31, 1998 by an Employer maintaining the Plan shall be
                  fully vested in all amounts allocated to their Capital
                  Accumulation Account as of January 1, 1999 and in all amounts
                  allocated to their ESOP Account.

         (b)      EXCEPTIONS

                  A Participant's rights in his Matching Account and Capital
                  Accumulation Account will Fully Vest upon the earlier of:

                  (I)      Normal Retirement Age;

                  (II)     Early Retirement Date;

                  (III)    Death; and

                                       21
<PAGE>

                  (IV)     Disability.

                  His rights will also Fully Vest if the Plan were to be
                  terminated or all Employer contributions were permanently
                  discontinued.

4.2      SALARY DEFERRAL, VOLUNTARY CONTRIBUTION AND ROLLOVER ACCOUNTS

         A Participant's Salary Deferral, Voluntary Contribution, and Rollover
         Accounts shall Fully Vest immediately upon contribution and shall not
         be subject to forfeiture for any reason.

                                       22
<PAGE>

                                   SECTION 5.

                                   FORFEITURES

5.1      FORFEITURES

         Following his Termination of Employment, a Participant will forfeit the
         nonvested portion of his Accounts upon the occurrence of the earlier of
         (a) five One-Year-Breaks In-Service, or (b) the distribution of his
         entire vested portion of his Accounts.

         Such distribution in (b) above shall be deemed to have occurred if the
         vested portion of the terminated Participant's Account is equal to
         zero. The Administrative Committee may in its sole discretion request
         that the Trustees sell any forfeited shares of Company Stock prior to
         the allocation of forfeiture under 5.2 below.

5.2      ALLOCATION

         (a)      For any Plan Year, amounts forfeited in Section 5.1 above,
                  including any earnings or losses incurred subsequent to the
                  date of Forfeiture, shall first be applied to reduce the
                  Company's contributions under Sections 3.1 and 3.3(a). The
                  Administrative Committee shall determine by how much each
                  Company contribution noted above will be reduced.

         (b)      Any forfeitures remaining after the application of Section
                  5.2(a) above shall be contributed to the Capital Accumulation
                  Accounts of those Participants who were Employees as of the
                  last day of the Plan Year. Such contribution shall be made in
                  the proportion that the Compensation of each such Participant
                  bears to the Compensation of all such persons for the Plan
                  Year.

5.3      RESTORATION OF BENEFITS

         The Company shall restore a re-employed Employee's benefits which were
         forfeited under Section 5.1 if the Employee incurred less than five
         consecutive One-Year-Breaks In-Service prior to re-employment.

                                       23
<PAGE>

                                    SECTION 6

                               INVESTMENT IN FUNDS

6.1      INVESTMENT FUNDS

         (a)      COMPANY COMMON STOCK FUND

                  The Company Common Stock Fund shall be invested by the
                  Trustees primarily in common stock of the Company. Such
                  investments will be made in such manner, at such prices, in
                  such amounts, and at such times as the Trustees may in their
                  sole discretion determine. Without limiting the foregoing, the
                  Trustees may purchase common stock of the Company in the open
                  market, by the exercise of any stock rights which may be
                  acquired by the Trustees based upon the open market value;
                  provided, however, that the Company may, at its option,
                  deliver shares of common unissued shares in lieu of cash
                  contributions, with such common stock being valued at its
                  closing price (as reported in the Wall Street Journal) on the
                  date of the contributions.

         (b)      PARTICIPANT DIRECTED ACCOUNTS

                  Notwithstanding any other provisions hereof the Administrative
                  Committee may at any time determine that the Plan will permit
                  each Participant (and the Beneficiary of a Participant, if
                  applicable) to invest all of the funds in his Matching, Salary
                  Deferral, Capital Accumulation, Voluntary Contribution or
                  Rollover Accounts in a range of options, including the Company
                  Common Stock Fund described above, beginning at the time
                  specified by the Administrative Committee. Provided, however,
                  that such investments shall not include "collectibles" as
                  defined in IRS Section 408(m). After the effective date of
                  such action the Participant may, from time to time, instruct
                  the Administrative Committee, or other person designated by
                  the Administrative Committee to purchase and/or sell assets of
                  the type permitted for his Accounts. Notwithstanding the
                  preceding, the Administrative Committee may establish
                  reasonable rules limiting the investment discretion and
                  investment timing of a Participant, and similar matters.
                  Neither the Employer nor the Administrative Committee will be
                  held liable for the Participant's investment choice, so long
                  as the investment is made pursuant to this Section 6.1.
                  Notwithstanding the foregoing, effective January 1, 1999, any
                  amounts in a Participant's Capital Accumulation Account
                  invested in the common stock of Lennar Corporation may remain
                  invested in such stock, however, no new amounts may be
                  allocated or transferred to investment in Lennar Corporation
                  common stock.

                                       24
<PAGE>

(c)      VOTING AND TENDER RIGHTS

                  The Trustee will vote all Company Stock held in the Accounts
                  of Participants as directed by the Participant for whom the
                  accounts are held. The Trustee will vote and/or tender all
                  stock held for the accounts of Participants from whom no
                  instructions are received and all Company Stock which is not
                  credited to Participant's Accounts, pro rata to the manner in
                  which shares for which instructions were received voted and/or
                  were tendered. Employees shall be named fiduciaries of the
                  plan to the extent that they exercise rights pursuant to this
                  section.

6.2      INVESTMENT PERFORMANCE

         (a)      EFFECT ON INVESTMENT FUNDS

                  Income or losses from the investments in each Investment Fund
                  above shall correspondingly increase or decrease the same
                  Investment Fund.

         (b)      ADJUSTMENT OF ACCOUNTS

                  The Administrative Committee shall adjust, as of each
                  Valuation Date, the balance of each Participant's Matching,
                  Salary Deferral, Capital Accumulation, Voluntary Contribution
                  and Rollover Accounts to reflect the current fair market value
                  of the assets in which such Accounts are invested. Such
                  accounts may be adjusted more frequently than each Valuation
                  Date but in no case shall be adjusted any less frequently.

6.3      INDEPENDENT APPRAISER

         In the event that the trust shall hold any securities issued by the
         employer which are not readily tradable on an established securities
         market, all valuations of such securities shall be performed by an
         independent appraiser meeting the requirements prescribed in
         regulations issued pursuant to section 170(a)(1) of the Code.

                                       25
<PAGE>

                                   SECTION 7.

                                  DISTRIBUTIONS

7.1      DISTRIBUTIONS DURING EMPLOYMENT

         (a)      WITHDRAWALS

                  (I)      ESOP ACCOUNT

                           A Participant may at any time after January 1, 1999
                           and prior to April 1, 1999 elect in the manner
                           established by the Administrative Committee to
                           withdraw from his ESOP Account any vested benefits.
                           The valuation date of the benefits attributed to the
                           contribution shall be the day preceding the date of
                           distribution.

                  (II)     VOLUNTARY CONTRIBUTIONS ACCOUNT

                           A Participant may withdraw the benefits in his
                           Voluntary Contribution Account, at any time except
                           that the withdrawal amount cannot be less than $500
                           unless the Participant withdraws his total account
                           balance. Distribution shall be made as soon as
                           practicable following receipt of the request for
                           distribution. The valuation date of the benefits to
                           be withdrawn shall be the date immediately preceding
                           the day of distribution.

                  (III)    SALARY DEFERRAL ACCOUNT

                           (A)      WITHDRAWAL

                                    A Participant may withdraw Salary Deferral
                                    Contributions or Rollover Contributions to
                                    meet the need created by a Financial
                                    Hardship. Such withdrawal shall be
                                    consistent with Treasury Regulation
                                    1.401(k)-l(d)(2) and such other regulations
                                    as the Secretary of the Treasury may
                                    prescribe.

                           (B)      DETERMINATION OF HARDSHIP

                                    (i)      The determination of whether a
                                             Financial Hardship exists shall be
                                             made by the Administrative
                                             Committee, in its absolute
                                             discretion and on a
                                             nondiscriminatory basis. The
                                             Participant shall complete and
                                             submit to the Administrative

                                       26
<PAGE>

                                             Committee a Financial Hardship
                                             withdrawal form on which he shall
                                             state the reason for the need, the
                                             amount necessary to satisfy the
                                             Financial Hardship, and that funds
                                             are not reasonably available from
                                             other sources.

                                    (ii)     Pursuant to Treasury Regulation
                                             1.401(k)-l(d)(2)(ii)(B), a
                                             Financial Hardship is deemed to
                                             occur if it cannot be relieved:


                    a)   Through reimbursement or compensation by insurance or
                         otherwise;

                                    b)       By reasonable liquidation of the
                                             Employee's assets, to the extent
                                             such liquidation would not itself
                                             cause an immediate heavy financial
                                             need;

                                    c)       By cessation of Salary Deferral
                                             Contributions under Section 3.1(a)
                                             of the Plan; or

                                    d)       By other distributions or
                                             non-taxable (at the time of the
                                             loan) loans from Plans maintained
                                             by the Employer or by any other
                                             Employer, or by borrowing from
                                             commercial sources on reasonable
                                             commercial terms.

                           (iii)    Pursuant to Treasury Regulation
                                    1.401(k)-l(d)(2)(iii)(A), a distribution
                                    will be deemed to be made on account of a
                                    Financial Hardship if it is for:

                                    a)       Medical Expenses as described in
                                             Section 213 (d) of the Code
                                             incurred by the Employee, the
                                             Employees spouse or any dependents
                                             of the Employee;

                                    b)       Purchase (excluding mortgage
                                             payments) of a principal residence
                                             of the Employee;

                                    c)       Payment of tuition for the next
                                             semester or quarter of
                                             post-secondary education for the
                                             Employee, his or her spouse,
                                             children, or dependents; or

                                    d)       The need to prevent the eviction of
                                             the Employee from his principal
                                             residence or foreclosure on the

                                       27
<PAGE>

                                             mortgage of the Employee's
                                             principal residence.

                           (C)      RESTRICTIONS ON WITHDRAWALS

                                    (i)      No investment income related to the
                                             Salary Deferral Contributions may
                                             be withdrawn.

                                    (ii)     The withdrawn amount cannot exceed
                                             the sum of the amounts credited to
                                             the Participant's Salary Deferral
                                             Account and Rollover Account.

                                    (iii)    No amount shall be withdrawn from
                                             the Participant's Salary Deferral
                                             Account while there are amounts
                                             credited to the Participant's
                                             Voluntary Contribution Account
                                             which may be distributed.

                           (D)      EFFECT OF DISTRIBUTION

                                    In the event of such a withdrawal by a
                                    Participant, the Participant will not be
                                    permitted to make Salary Deferral and
                                    Voluntary Contributions until the next
                                    Enrollment Date following the one-year
                                    anniversary of such withdrawal.

         (b)      LOANS

                  (I)      A Participant or former Participant may apply for a
                           loan from his Salary Deferral, Matching, Capital
                           Accumulation, Rollover or Voluntary Contribution
                           Accounts by making a request to the Administrative
                           Committee specifying the amount requested, the
                           proposed use of the loan proceeds, and the proposed
                           method of repayment. The Administrative Committee
                           shall determine whether the loan should be approved,
                           the amount of such loan, the repayment terms, the
                           rate of interest to be charged, and all other loan
                           terms. The minimum amount of any loan shall be
                           $1,000. The loan shall be secured by, and cannot
                           exceed, 50% of the Participants nonforfeitable
                           accrued benefit in his Salary Deferral, Matching,
                           Capital Accumulation, Rollover and Voluntary
                           Contribution Accounts at the time the loan is entered
                           into. The loans interest rate shall be in accordance
                           with rates normally charged by banks for similar
                           loans. The loan shall provide for level amortization
                           with payments to be made not less frequently than
                           quarterly over a period not to exceed five (5) years.
                           However, loans used to acquire any dwelling unit
                           which, within a reasonable time, is used (determined
                           at the time the loan is made) as a principal
                           residence of the

                                       28
<PAGE>

                           Participant shall provide for periodic repayment over
                           a reasonable period of time that may exceed five (5)
                           years.

                  (II)     LIMIT

                           Loans made pursuant to this Section 7.1(b) (when
                           added to the outstanding balance of all other loans
                           made by the Plan to the Participant) shall be limited
                           at the time the loan is entered into to the lesser
                           of:

                           (A)      $50,000 reduced by the excess (if any) of
                                    the highest outstanding balance of loans
                                    from the Plan to the Participant during the
                                    one year period ending on the day before the
                                    date on which such loan is made, over the
                                    outstanding balance of loans from the Plan
                                    to the Participant on the date on which such
                                    loan was made, or

                           (B)      one-half (1/2) of the Participant's
                                    non-forfeitable accrued benefit in his
                                    Salary Deferral, Matching, Capital
                                    Accumulation, Rollover and Voluntary
                                    Contribution Accounts.

7.2      DISTRIBUTIONS UPON SEPARATION FROM SERVICE

         (a)      RETIREMENT

                  (I)      Upon a Participant's Normal or Early Retirement Date
                           he shall receive his benefits in a lump sum no later
                           than the later of:

                           (A)      Sixty (60) days following the last day of
                                    the month in which he attains his Normal or
                                    Early Retirement Date; or

                           (B)      Sixty (60) days after the earliest date on
                                    which the amount of such benefits can be
                                    ascertained.

                           Distributions of benefits other than Company Stock
                           shall be valued as of the Valuation Date immediately
                           preceding his Normal or Early Retirement Date.

                           In no event shall such distribution commence later
                           than April 1 of the calendar year following the
                           calendar year in which the Participant attains age
                           seventy-and one-half (70 1/2) except if the
                           Participant attained age 70 1/2 before January 1,
                           1988, in which case the distribution may commence
                           April 1 of the calendar year following the calendar
                           year in which the employee retires.

                  (II)     SPECIAL PROVISION FOR A PARTICIPANT WHO ATTAINS AGE
                           70 1/2 AFTER DECEMBER 31,

                                       29
<PAGE>

                           1987 AND RETIRES AFTER AGE 70 1/2

                           In addition to the required distribution of the total
                           amount in the Participants Accounts as of age 70 1/2
                           under Section 7.2(a)(I), additional benefits which
                           are contributed to his Accounts for Plan Years after
                           age 70 1/2 must be distributed no later than the
                           later of:

                           (A)      Sixty (60) days after the Anniversary Date
                                    of the Plan Year within which the
                                    Contributions were made, or

                           (B)      Sixty (60) days after the earliest date on
                                    which the amount of such benefits can be
                                    ascertained.

                           However, for Plan Years beginning after December 31,
                           1996: (A) the distribution of the Accounts of any
                           Participant who is a 5% owner (as defined in section
                           416(i) of the Code) and who attains age 70 1/2 in a
                           Plan Year must commence not later than April 1 of the
                           next Plan Year (even if he has not terminated
                           Service) and must be made in accordance with the
                           regulations under section 401(a)(9) of the Code,
                           including Section 1.401(a)(9)-2 of the regulations
                           thereunder; and (B) distribution of the Accounts of
                           any other Participant who has attained age 70 1/2 may
                           be made upon the election of the Participant.

         (b)      DISABILITY

                  The Administrative Committee shall distribute the benefits
                  payable to a Participant upon sustaining Disability no later
                  than the later of sixty (60) days following the last day of
                  the month in which Disability is determined by the
                  Administrative Committee under Section 1.12 or sixty (60) days
                  after the earliest date on which the amount of such benefits
                  can be ascertained. Distributions of benefits other than
                  Company Stock shall be valued as of the Valuation Date
                  immediately preceding the date of distribution. Such benefits
                  shall be paid in a lump sum.

         (c)      DEATH BENEFITS

                  (I)      Unless otherwise elected as provided below, upon the
                           death of a Participant while in the employ of the
                           Company his surviving spouse shall be entitled to
                           receive benefits equal to the total amount in the
                           deceased Participant's Accounts. Such benefits shall
                           be paid in a lump sum, no later than the later of
                           sixty (60) days following the last day of the month
                           in which the Administrative Committee determines such
                           Participant's death or sixty (60) days after the
                           earliest date on which the amount of such benefits
                           can be

                                       30
<PAGE>

                           ascertained. Distributions of benefits other than
                           Company Stock shall be valued as of the Valuation
                           Date immediately preceding the date of distribution.
                           The Committee may require such proof of death and
                           such evidence of the right of any person to receive
                           payment of a deceased Participant's interest in the
                           Trust Fund as the Committee may deem desirable.

                  (II)     The benefits described in Section 7.2(c)(I) may be
                           paid to the Participant's designated beneficiary and
                           not to the Participants surviving spouse only if (1)
                           the Participant elected that a designated beneficiary
                           other than his surviving spouse receive such
                           benefits, and (2) the Participant's spouse consented
                           to such election in writing. Such spouse's consent
                           must acknowledge the effect of such election and be
                           witnessed by a Plan representative or a notary
                           public. Such consent shall not be required if it is
                           established to the satisfaction of the Administrative
                           Committee that the consent cannot be obtained because
                           there is no spouse, the spouse cannot be located or
                           other circumstances that may be prescribed by
                           Treasury regulations. The election by the Participant
                           and consented to by the Participant's spouse may be
                           revoked by the Participant in writing without the
                           consent of the spouse, but may not be otherwise
                           amended without the spouse's consent. Any new
                           election must comply with the requirements of this
                           paragraph. A former spouse's waiver shall not be
                           binding on a new spouse.

                  (III)    ABSENCE OF VALID DESIGNATION OF BENEFICIARIES

                           Except as provided in Sections 7.2(c)(I) and (II),
                           if, on the death of a Participant, former
                           Participant, or beneficiary, there is no valid
                           designation of beneficiary on file with the Company,
                           the Administrative Committee shall designate as the
                           beneficiary, in the following order of priority: the
                           surviving spouse; surviving children, including
                           adopted children, in equal shares; surviving parents,
                           in equal shares; or the Participant's estate. The
                           Administrative Committee's determination of this
                           matter shall be binding.

         (d)      TERMINATION OF EMPLOYMENT

                  (I)      GENERAL

                           Notwithstanding any provision of the Plan to the
                           contrary that would otherwise limit a distributee's
                           election under this Section, a distributee may elect,
                           at the time and in the manner prescribed by the
                           Administrative Committee, to have any portion of an
                           Eligible Rollover Distribution paid

                                       31
<PAGE>

                           directly to an Eligible Retirement Plan specified by
                           the distributee in a direct rollover.

                           (A)      DEFINITIONS

                           (i)      ELIGIBLE ROLLOVER DISTRIBUTION

                                    An eligible rollover distribution is any
                                    distribution of all or any portion of the
                                    balance to the credit of the distributee,
                                    except that an eligible rollover
                                    distribution does not include: any
                                    distribution that is one of a series of
                                    substantially equal periodic payments (not
                                    less frequently than annually) made for the
                                    life (or life expectancy) of the distributee
                                    or the joint lives (or joint life
                                    expectancies) of the distributee and the
                                    distributees designated beneficiary, or for
                                    a specified period of ten years or more; any
                                    distribution to the extent such distribution
                                    is required under section 401(a)(9) of the
                                    Code; and the portion of any distribution
                                    that is not includible in gross income
                                    (determined without regard to the exclusion
                                    for net unrealized appreciation with respect
                                    to employer securities).

                           (ii)     ELIGIBLE RETIREMENT PLAN

                                    An eligible retirement plan is an individual
                                    retirement account described in section
                                    408(a) of the Code, an individual retirement
                                    annuity described in section 408(b) of the
                                    Code, an annuity plan described in section
                                    403(a) of the Code, or a qualified trust
                                    described in section 401 (a) of the Code,
                                    that accepts the distributees eligible
                                    rollover distribution. However, in the case
                                    of an eligible rollover distribution to the
                                    surviving spouse, an eligible retirement
                                    plan is an individual retirement account or
                                    individual retirement annuity.

                           (iii)    DISTRIBUTEES

                                    A distributee includes an Employee or former
                                    Employee. In addition, the Employee's or
                                    former Employee's surviving spouse and the
                                    Employee's or former Employee's spouse or
                                    former spouse who is the alternate payee
                                    under a qualified domestic relations order,
                                    as defined in section 414(p) of the

                                       32
<PAGE>

                                    Code, are distributees with regard to the
                                    interest of the spouse or former spouse.

                           (iv)     DIRECT ROLLOVER

                                    A direct rollover is a payment by the Plan
                                    to the eligible retirement plan specified by
                                    the distributee.

         (II)     PAYMENT OF VESTED BENEFITS

                  (A)      A Participant who incurs a Termination of Employment
                           may elect to receive such vested accrued benefits in
                           a lump sum prior to his Early Retirement or Normal
                           Retirement Dates. Such election must be made within
                           60 days of termination. Upon receipt of such
                           election, the Trustee shall distribute the
                           Participant's vested accrued benefits no later than
                           the later of:

                           (i)      Sixty (60) days after the next Valuation
                                    Date following the date he incurred his
                                    Termination of Employment; or

                           (ii)     Sixty (60) days after the earliest date on
                                    which the amount of such benefits can be
                                    ascertained.

                           (B)      EXCEPTIONS

                                    (i)     DEATH AND DISABILITY

                                            For purposes of Section
                                            7.2(d)(II)(A) above, if a
                                            Participant who incurs a Termination
                                            of Employment becomes disabled or
                                            dies prior to the applicable
                                            distribution date above, then his
                                            account balances shall be
                                            distributed in accordance with
                                            Sections 7.2(b) or (c), whichever is
                                            applicable, as if he were an
                                            Employee on the date of disability
                                            or death.

                                    (ii)     HARDSHIP

                                    a)       WITHDRAWAL

                                    A Participant may withdraw his vested
                                    accrued benefits prior to the date noted in
                                    Section 7.2(d)(II)(A) to meet the need
                                    created by a Financial Hardship.

                                       33
<PAGE>

                                    b)       DETERMINATION OF HARDSHIP

                                    The determination of whether a Financial
                                    Hardship exists shall be made by the
                                    Administrative Committee, in its absolute
                                    discretion and on a nondiscriminatory basis.
                                    The Participant shall complete and submit to
                                    the Administrative Committee a Financial
                                    Hardship withdrawal form on which he shall
                                    state the reason for the need, the amount
                                    necessary to satisfy the Financial Hardship,
                                    and that funds are not reasonably available
                                    from other sources.

                                    A Financial Hardship shall be deemed to
                                    occur if it cannot be relieved:

                                    (i)      Through reimbursement or
                                             compensation by insurance or
                                             otherwise;

                                    (ii)     By reasonable liquidation of the
                                             Employee's assets, to the extent
                                             such liquidation would not itself
                                             cause an immediate heavy financial
                                             need;

                                    (iii)    By other distributions or non-
                                             taxable (at the time of the loan)
                                             loans from Plans maintained by the
                                             Employer or by any other Employer,
                                             or by borrowing from commercial
                                             sources on reasonable commercial
                                             terms.

                                    A distribution will be deemed to be made on
                                    account of a Financial Hardship if it is
                                    for:

                                    (i)      Medical Expenses as described in
                                             Section 213 (d) of the Code
                                             incurred by the Employee, the
                                             Employee's spouse or any dependents
                                             of the Employee;

                                    (ii)     Payment of tuition for the or next
                                             semester or quarter of
                                             post-secondary education for the
                                             Employee, his or her spouse,
                                             children, or

                                       34
<PAGE>

                                             dependents; or

                                    (iii)    The need to prevent the eviction of
                                             the Employee from his principal
                                             residence or foreclosure on the
                                             mortgage of the Employee's
                                             principal residence.

                                    c)       Vested accrued benefits shall be
                                             distributed no later than the later
                                             of

                                    (i)      Sixty (60) days after the last day
                                             of the month in which the
                                             Administrative Committee has
                                             determined that a Financial
                                             Hardship exists; or

                                    (ii)     Sixty (60) days after the earliest
                                             date on which the amount of such
                                             benefits can be ascertained.

                                    d)       Distributions of benefits shall be
                                             valued as of the Valuation Date
                                             immediately preceding the date of
                                             distribution.

7.3      DISTRIBUTEES RIGHT TO DEMAND COMPANY STOCK

         A Participant, or his beneficiary, entitled to a distribution from his
         Capital Accumulation Account shall have the right to demand that the
         distribution of any contribution to his Capital Accumulation Account
         prior to January 1, 1999, be in the form of Company Stock.

7.4      INCOMPETENCE OF DISTRIBUTEE

         If the Administrative Committee receives evidence that a person
         entitled to receive any distribution under the Plan is physically or
         mentally incompetent or incompetent by reason of age to receive such
         distribution and give valid release therefor, such distribution may be
         made to the guardian, committee, or other representative of such person
         duly appointed by a court of competent jurisdiction. If a person or
         institution other than a guardian, committee or other representative of
         such person who has been duly appointed by a court of competent
         jurisdiction is then maintaining or has custody of such incompetent
         person, the distribution may be made to such other person or
         institution and the release to such other person or institution shall
         be a valid and complete discharge for the distribution.

7.5      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

                                       35
<PAGE>

         In the event that all, of any portion that the distribution payable to
         a Participant or his beneficiary under Section 7.2 remains unpaid
         solely by reason of the inability of the Administrator to ascertain the
         whereabouts of such Participant or his beneficiary after sending a
         registered letter, return receipt requested, to the last known address,
         and further diligent effort, an Individual Retirement Account, as
         defined in Code Section 408, shall be established in the persons name
         and the distribution shall be deposited therein.

7.6      PUT OPTION

         The Company shall provide a "put option" to any Participant (or
         Beneficiary) who receives a distribution of Company Stock which is not
         readily tradable on an established market. The put option shall permit
         the Participant (or Beneficiary) to sell such Company Stock to the
         Company at any time during two option periods, at the then fair market
         value. The first put option period shall be for at least 60 days
         beginning on the date of distribution. The second put option period
         shall be for at least 60 days beginning after the new determination of
         fair market value (and notice to the Participant thereof) in the
         following Plan Year. The Company may allow the Trust to purchase shares
         of Company Stock tendered to the Company under a put option. The
         payment for any Company Stock sold under a put option shall be made
         within 30 days if the shares were distributed as part of an installment
         distribution. If the shares were distributed in a lump sum
         distribution, payment shall commence within 30 days and may be made in
         a lump sum or in substantially equal, annual installments over a period
         not exceeding five years, with adequate security provided and interest
         payable at a reasonable rate on any unpaid installment balance.

7.7      RESTRICTIONS

         Shares of Company Stock held or distributed by the Trust may include
         such legend restrictions on transferability as the Company may
         reasonably require in order to assure compliance with applicable
         Federal and state securities laws. Except as otherwise provided in this
         Section 7, no shares of Company Stock held or distributed by the
         Trustee may be subject to a put, call or other option, or buy-sell or
         similar arrangement. The provisions of this Section 7.7 are
         nonterminable and shall continue to be applicable to Company Stock even
         if the Plan ceases to be an employee stock ownership plan under Section
         4975(e)(7) of the Code.

                                       36
<PAGE>

                                   SECTION 8.

                            AMENDMENT AND TERMINATION

8.1      AMENDMENT

         The Company reserves the right to amend the Plan at any time and from
         time to time, in whole or in part, including, without limitation,
         retroactive amendments necessary or advisable to qualify the Plan and
         Trust under the provision of Section 401(a) of the Internal Revenue
         Code, or any successor or similar statute hereafter enacted. However,
         except as set forth in Section 8.3, no such amendment shall (1) cause
         any part of the assets of the Plan and Trust to revert to or be
         recoverable by the Company or be used for or diverted to purposes other
         than the exclusive benefit of Participants, former Participants, and
         beneficiaries; (2) deprive any Participant, former Participant, or
         beneficiary of any benefit already vested; (3) alter, change, or modify
         the duties, powers, or liabilities of the Trustees without its written
         consent; or (4) permit any part of the assets of the Plan and the Trust
         to be used to pay premiums or contributions of the Company under any
         other plan maintained by the Company for the benefit of its Employees.
         No amendment to the vesting schedule shall deprive a Participant of his
         unenforceable rights to benefits accrued to the date of the amendment.
         Further, if an amendment to the vesting schedule of the Plan reduces
         the vesting percentage of a Participant with at least 3 Years of
         Service, the Participant may elect, within a reasonable period after
         the adoption of the amendment, to have his nonforfeitable percentage
         computed under the Plan without regard to the amendment. The period
         during which the election may be made shall commence with the date the
         amendment is adopted and shall end on the latest of (1) 60 days after
         the amendment is adopted, (2) 60 days after the amendment becomes
         effective, (3) 60 days after the Participant is issued written notice
         of the amendment by the Company or by the Administrative Committee.

8.2      TERMINATION, PARTIAL TERMINATION, OR COMPLETE DISCONTINUANCE OF
         CONTRIBUTIONS

         Although the Company has established the Plan with the intention and
         expectation that it will make contributions indefinitely, nevertheless
         the Company shall not be under any obligation or liability to continue
         its contributions or to maintain the Plan for any given length of time.
         The Company may in its sole and absolute discretion discontinue
         contributions or terminate the Plan in whole or in part in accordance
         with its provisions at any time without any liability for the
         discontinuance or termination. If the Plan shall be terminated or
         partially terminated or if contributions of the Company shall be
         completely discontinued, the rights of all affected Participants in
         their Accounts shall become 100% vested and nonforfeitable
         notwithstanding any other provisions of the Plan. However, the Trust
         shall continue until all Participant's Accounts have been completely
         distributed to or

                                       37
<PAGE>

         for the benefit of the Participants in accordance with the Plan.

8.3      PERMISSIBLE REVERSIONS

         (a)      Notwithstanding any other provision of the Plan:

                  (I)      No Participant nor beneficiary shall have any right
                           or claim to any assets of the Trust or to any benefit
                           under the Plan before the Internal Revenue Service
                           determines that the Plan and Trust qualify under the
                           provisions of Code Section 401(a), or any statute of
                           similar import, other than any vested rights or
                           benefits accrued represented by any assets
                           transferred from a predecessor plan as defined in
                           Internal Revenue Code Section 411, to the extent
                           vested upon transfer to this Plan and Trust from such
                           predecessor plan. Upon the distribution to the
                           Participants of any vested amounts or benefits
                           transferred from a predecessor plan and the return of
                           any remaining contributions to the Company following
                           the denial of initial qualification of the Plan and
                           Trust under the provisions of Code Section 401 (a)
                           the Trust provided for in this Plan shall be
                           terminated and the Trustees shall be discharged from
                           all obligations hereunder.

                  (II)     To the extent the Company's contributions are made by
                           reason of a mistake of fact, they may be returned to
                           the Company within one year from the date of
                           contribution.

                  (III)    If the Company's contributions are conditioned on
                           their deductibility for federal income tax purposes,
                           to the extent the deduction is disallowed they may be
                           returned to the Company within one year from the date
                           of the disallowance.

(b)               The amounts that may be returned to the Company under Sections
                  8.3(a)(ii) and 8.3(a)(iii) above shall be the excess of the
                  amounts contributed over the amounts that would have been
                  contributed had there not been a mistake of fact or mistake in
                  determining the deduction, as applicable. No earnings on the
                  mistaken or nondeductible contributions may be returned to the
                  Company and losses sustained by the Trust after the date of
                  contribution shall proportionately reduce the amount that may
                  be returned to the Company.

                                       38

<PAGE>
                                   SECTION 9.

                                     CLAIMS

         Distributions of Accounts under the Plan will normally be made without
         a Participant (or beneficiary) having to file a claim for benefits.
         However, a Participant (or beneficiary) who does not receive a
         distribution to which he believes he is entitled may present a claim to
         the Administrative Committee for any unpaid benefits. All questions and
         claims regarding benefits under the Plan shall be acted upon by the
         Administrative Committee.

         Each Participant (or beneficiary) who wishes to file a claim for
         benefit with the Administrative Committee shall do so in writing,
         addressed to the Committee or to the Company. If the claim for benefits
         is wholly or partially denied, the Committee shall notify the
         Participant (or beneficiary) in writing of such denial of benefits
         within ninety (90) days after the Committee initially received the
         benefit claim.

         Any notice of a denial of benefits shall advise the Participant (or
         beneficiary) of:

         (a)      the specific reason or reasons for the denial;

         (b)      the specific provisions of the Plan on which the denial is
                  based;

         (c)      any additional material or information necessary for the
                  Participant (or beneficiary) to perfect his claim and an
                  explanation of why such material or information is necessary;
                  and

         (d)      the steps which the Participant (or beneficiary) must take to
                  have his claim for benefits reviewed.

         Each Participant (or beneficiary) whose claim for benefits has been
         denied shall have the opportunity to file a written request for a full
         and fair review of this claim by the Administrative Committee, to
         review all documents pertinent to his claim and to submit a written
         statement regarding issues relative to his claim. Such written request
         for review of his claim must be filed by the Participant (or
         beneficiary) within sixty (60) days after receipt of written
         notification of the denial of his claim. The Committee shall schedule
         an opportunity for a full and fair hearing of the issue within the next
         thirty (30) days. The decision of the Committee will be made within
         thirty (30) days thereafter and shall be communicated in writing to the
         claimant. Such written notice shall set forth the specific reasons and
         specific Plan provisions on which the Committee based its decision.

         All notices by the Administrative Committee denying a claim for
         benefits, and all decisions

                                       39
<PAGE>

         on requests for a review of the denial of a claim for the benefits,
         shall be written in a manner calculated to be understood by the
         Participant (or beneficiary) filing claim for requesting the review.

                                       40
<PAGE>

                                   SECTION 10.

                               TOP HEAVY PROVISION

10.1     APPLICATION OF TOP-HEAVY PROVISIONS

         If the sum of the Present Value of Accrued Benefits of Participants who
         are "Key Employees" for such Plan Year and the Aggregate Accounts of
         all the Key Employees under this Plan and of an Aggregation Group,
         exceed sixty percent of the sum of the Present Value of Accrued Benefit
         and Aggregate Accounts of all Participants under this Plan and all
         plans of an Aggregation Group, then the following provisions under this
         Section shall apply for such Plan Year.

         The date for determining the applicability of this Section
         (determination date) is the last day of the preceding Plan Year.

         (a)      If any Participant is a Non-Key Employee for any Plan Year,
                  but such Participant was a Key Employee for any prior Plan
                  Year, such Participant's Present Value of Accrued Benefit
                  and/or Aggregate Account Balance shall not be taken in account
                  for purposes of determining whether this Plan is a Top Heavy
                  Plan (or whether any Aggregation Group which includes this
                  Plan is a Top Heavy Group). In addition, if a Participant or
                  Former Participant has not received any Compensation from any
                  Employer maintaining the Plan (other than benefits under the
                  Plan) at any time during the five year period ending on the
                  Determination Date, the Aggregate Account and/or Present Value
                  of Accrued Benefit for such Participant or Former Participant
                  shall not be taken into account for the purposes of
                  determining whether this Plan is a Top Heavy Plan.

         (b)      SUPER TOP HEAVY

                  This Plan shall be a Super Top Heavy Plan for any Plan Year in
                  which, as of the Determination Date, the sum of Present Value
                  of Accrued Benefits of Key Employees in the Aggregate Accounts
                  of Key Employees under this Plan and all Plans of the
                  Aggregation Group, exceeds ninety percent (90%) of the sum of
                  the Present Value of Accrued Benefits in the Aggregate
                  Accounts of all Key and Non-Key Employees under this Plan and
                  all plans of the Aggregate Group.

         (c)      AGGREGATE ACCOUNT

                  Participant's Aggregate Account as of the Determination Date
                  is the sum of:

                                       41
<PAGE>

                  (I)      Participant's Account balance as of the most recent
                           valuation occurring within a twelve (12) month period
                           ending on the Determination Date;

                  (II)     an adjustment for any contributions due as of the
                           Determination Date. Such adjustment shall be the
                           amount of any contributions actually made after the
                           valuation date but on or before the Determination
                           Date, except for the first Plan Year when such
                           adjustment shall also reflect the amount of any
                           contributions made after the Determination Date that
                           are allocated as of a date in that first Plan Year;

                  (III)    any Plan distributions made within the Plan Year that
                           includes the Determination Date or within the four
                           (4) preceding Plan Years. However, in the case of
                           distributions made after the valuation date and prior
                           to the Determination Date, such distributions are not
                           included as distributions for top heavy purposes to
                           the extent that such distributions' are already
                           Included in the Participant's Aggregate Account
                           balance as of the valuation date. Notwithstanding
                           anything herein to the contrary, all distributions
                           and distributions under a terminated plan which if it
                           had not been terminated would have been required to
                           be included in an Aggregation Group, will be counted;

                  (IV)     any Employee contributions, whether voluntary or
                           mandatory. However, amounts attributable to tax
                           deductible qualified deductible employee
                           contributions shall not be considered to be a part of
                           the Participant's Aggregate Account balance;

                  (V)      with respect to unrelated rollovers and plan-to-plan
                           transfers (ones which are both initiated by the
                           Employee and made from a plan maintained by one
                           employer to a plan maintained by another employer),
                           if this Plan provides the rollovers or plan-to-plan
                           transfers, it shall always consider such rollover or
                           plan-to-plan transfer as a distribution for the
                           purposes of this Section. If this Plan is the plan
                           accepting such rollovers or plan-to-plan transfers,
                           it shall not consider such rollovers or plan-to-plan
                           transfers as part of the Participant's Aggregate
                           Account balance; and

                  (VI)     with respect to related rollovers and plan-to-plan
                           transfers (ones either not initiated by the Employee
                           or made to a plan maintained by the same employer),
                           if this Plan provides the rollover or plan-to-plan
                           transfer, it shall not be counted as a distribution
                           for purposes of this Section. If this Plan is the
                           plan accepting such rollover or plan-to-plan
                           transfer, it shall consider such rollover or
                           plan-to-plan transfer as part of the Participant's
                           Aggregate Account balance, irrespective of the date
                           on which such rollover or plan-to-

                                       42
<PAGE>

                           plan transfer is accepted.

         (d)      AGGREGATION GROUP

                  "Aggregation Group" means either a Required Aggregation Group
                  or a Permissive Aggregation Group as hereinafter determined.

                  (I)      REQUIRED AGGREGATION GROUP:

                           In determining a Required Aggregation Group
                           hereunder, each plan of the Employer in which a Key
                           Employee is a participant, and each other plan of the
                           Employer which enables any plan in which a Key
                           Employee participates to meet the requirements of
                           Code Sections 401(a)(4) or 410, will be required to
                           be aggregated. Such group shall be known as a
                           Required Aggregation Group. In the case of a Required
                           Aggregation Group, each plan in the group will be
                           considered a Top Heavy Plan if the Required
                           Aggregation Group is a Top Heavy Group. No plan in
                           the Required Aggregation Group will be considered a
                           Top Heavy Plan if the Required Aggregation Group is
                           not a Top Heavy Group.

                  (II)     PERMISSIVE AGGREGATION GROUP:

                           The Employer may also include any other plan not
                           required to be included in the Required Aggregation
                           Group, Provided the resulting group, taken as a
                           whole, would continue to satisfy the provisions of
                           Code Sections 401(a)(4) and 410. Such group shall be
                           known as a Permissive Aggregation Group. In the case
                           of a Permissive Aggregation Group, only a plan that
                           is part of the Required Aggregation Group will be
                           considered a Top Heavy Plan if the Permissive
                           Aggregation Group is a Top Heavy Group. No plan in
                           the Permissive Aggregation Group will be considered a
                           Top Heavy Plan if the Permissive Aggregation Group is
                           not a Top Heavy Group.

                  (III)    Only those plans of the Employer in which the
                           Determination Dates fall within the same calendar
                           year shall be aggregated in order to determine
                           whether such plans are Top Heavy Plans.

         (e)      DETERMINATION DATE

                  "Determination Date" means (a) the last day of the preceding
                  Plan Year, or (b) in the case of the first Plan Year, the last
                  day of such Plan Year.

                                       43
<PAGE>

         (f)      PRESENT VALUE OF ACCRUED BENEFIT

                  In the case of a defined benefit plan, a Participant's Present
                  Value of Accrued Benefit shall be as determined under the
                  provisions of the applicable defined benefit plan.

         (g)      TOP HEAVY GROUP

                  "Top Heavy Group" means an Aggregation Group in which, as of
                  the Determination Date, the sum of:

                  (1)      the Present Value of Accrued Benefits of Key
                           Employees under all defined benefit plans included in
                           the group, and

                  (2)      the Aggregate Accounts of Key Employees under all
                           defined contribution plans included in the group,
                           exceeds sixty percent (60%) of a similar sum
                           determined for all Participants.

         (h)      TOP HEAVY PLAN YEAR

                  "Top Heavy Plan" Year means that, for a particular Plan Year,
                  the Plan is a Top Heavy Plan.

10.2     KEY EMPLOYEES

         For purposes of this Section, the term "Key Employee" means any
         Employee or former Employee (and his beneficiaries) who, at any time
         during the Plan Year or any of the preceding four Plan Years, is:

         (a)      An officer of the Employer and has annual compensation (as
                  defined in Code Section 414(q)(7)) greater than 50% of the
                  amount in effect under Code Section 415(b)(1)(A) for any such
                  Plan Year;

         (b)      One of ten employees having annual compensation (as defined in
                  Code Section 414(q)(7)) greater than $30,000 (or such amount
                  adjusted in accordance with Code Section 415(c)(1)(A) as in
                  effect for the calendar year in which the Determination Date
                  falls) and owning (or considered as owning within the meaning
                  of Code Section 318) the largest interests in an Employer;

         (c)      A five percent owner of the Employer; and

         (d)      A one percent owner of the Employer who has annual
                  compensation (as defined in

                                       44
<PAGE>

                  Section 414(q)(7)) more than $150,000.

         A five percent owner means any person who owns (or is considered as
         owning within the meaning of Code Section 318) more than five percent
         of the outstanding stock of an Employer or stock possessing more than
         five percent of the total combined voting power of all stock of an
         Employer. A one percent owner means any person who owns (or is
         considered as owning within the meaning of Code Section 318) more than
         one percent of the outstanding stock of an Employer or stock possessing
         more than one percent of the total combined voting power of all stock
         of an Employer. If an Employee ceases to be a Key Employee, such
         Employee's Account balances shall be disregarded under the top heavy
         plan computation for any Plan Year following the last Plan Year for
         which the Employee was treated as a Key Employee. The Account Balances
         of an Employee who has not performed any service for an Employer at any
         time during the five year period ending on the Determination Date are
         excluded from the calculation to determine top heaviness. For purposes
         of clause (a) above no more than the lesser of (i) fifty Employees, or
         (ii) the greater of three Employees or ten percent of all Employees,
         are to be treated as Key Employees. For purposes of clause (b) above,
         if two Employees have the same interest in an Employer, the Employee
         having greater annual compensation from an Employer shall be treated as
         having a larger interest. For purposes of determining the number of
         officers taken into account under clause (a), Employees described in
         Code Section 414(q)(8) shall be excluded.

10.3     NON-KEY EMPLOYEE

         Any employee or former employee (and his beneficiaries) who is not a
         Key Employee.

10.4     ADDITIONAL RULES

         In determining the sum of the account balances under a defined
         contribution plan, Employer contributions and Employee contributions
         shall be taken into account. The account balance in a defined
         contribution plan will include any amount distributed to a Participant
         within the five year period ending on the Determination Date.

10.5     VESTING REQUIREMENTS

         If this Plan is determined to be top-heavy in any Plan Year under the
         provisions of paragraph 10.1 or 10.3, then a Participant's right to the
         contributions allocated to his Accounts shall vest in accordance with
         the following schedule:

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<PAGE>

               YEARS OF SERVICE                  VESTING PERCENTAGE
               ----------------                  ------------------

                 Less than 1                             0
                      1                                  20
                      2                                  40
                  3 or more                             100

         For this purpose, the term "Year of Service" shall be as defined in
         Section 1. Once the above schedule applies to a Participant, it will
         continue to apply to him, whether or not the Plan is top-heavy in any
         subsequent years, for as long as he remains a Participant.

10.6     MINIMUM BENEFIT

         If this Plan is determined to be top-heavy in any Plan Year under the
         provisions of paragraph 10.1 or 10.3, then the contribution for such
         Plan Year to be allocated to each Participant who is not a Key Employee
         in such Plan Year shall not be less than three percent of such
         Participants compensation (as defined in Code 414(q)(7)) or such lesser
         percentage as may be made with respect to Key Employees in such Plan
         Year. Amounts contributed under Plan Section 3.2(a) shall be taken into
         consideration in determining the lesser percentage for Key Employers
         noted in the immediately preceding sentence.

10.7     CEILING ON INCLUDIBLE COMPENSATION

         If this Plan is determined to be top-heavy in any Plan Year under the
         provision of paragraph 10.1 or 10.3, then only the first $200,000 of a
         Participant's compensation (as defined in Code Section 414(q)(7)) may
         be taken into account in determining the amount of the allocation to
         such Participant's Account for the Plan Year. The $200,000 limit shall
         automatically be adjusted for the Plan Years beginning after 1985 to
         the extent permitted by the Internal Revenue Service.

                                       46
<PAGE>

                                   SECTION 11.

                                  MISCELLANEOUS

11.1     LIMITATION OF RIGHTS; EMPLOYMENT RELATIONSHIP

         Neither the establishment of the Plan and the Trust nor any
         modifications of them, nor the creation of any fund or account, nor the
         payment of any benefits, shall be construed as modifying or affecting
         in any way the terms of employment of any Employee.

11.2     MERGER; TRANSFER OF ASSETS

         (a)      If the Company merges or consolidates with or into a
                  corporation, or if substantially all the assets of the Company
                  are transferred to a corporation, the Plan shall terminate on
                  the effective date of the merger, consolidation, or transfer.
                  However, if the surviving corporation resulting from the
                  merger or consolidation, or the corporation to which the
                  assets have been transferred, adopts this Plan, the Plan shall
                  continue and the successor corporation shall succeed to all
                  rights, powers, and duties of the Company under the Plan, and
                  the employment of any Employee who is continued in the
                  successor corporations employ shall not be deemed to have been
                  terminated for any purpose under the Plan.

         (b)      This Plan shall not be merged or consolidated with any other
                  employee benefit plan, nor shall there by any transfer of
                  assets or liabilities from this Plan to any other plan,
                  unless, immediately after the merger, consolidation, or
                  transfer, each Participants benefits, if the other plan were
                  then to terminate, are at least equal to the benefits to which
                  the Participant would have been entitled had this Plan been
                  terminated immediately before the merger, consolidation, or
                  transfer.

11.3     PROHIBITION AGAINST ASSIGNMENT

         (a)      Except as provided below, the benefits provided by this Plan
                  may not be assigned or alienated. Neither the Company nor the
                  Trustees shall recognize any transfer, mortgage, pledge,
                  hypothecation, order, or assignment by any Participant or
                  beneficiary of all or part of his interest under the Plan, and
                  the interest shall not be subject in any manner to transfer by
                  operation of law and shall be exempt from the claims of
                  creditors or other claimants from all orders, decrees, levies,
                  garnishment, and/or executions, and other legal or equitable
                  process or proceedings against the Participant or beneficiary
                  to the fullest extent that may be permitted by law.

         (b)      This provision shall not apply to the extent a Participant or
                  beneficiary is indebted to

                                       47
<PAGE>

                  the Plan, for any reason, under any provision of this
                  Agreement. At the time a distribution is to be made to or for
                  a Participant's or beneficiary's benefit, such proportion of
                  the amount distributed as shall equal such indebtedness, shall
                  be paid by the Trustees to the Trustees or the Administrative
                  Committee, at the direction of the Administrative Committee,
                  to apply against or discharge such indebtedness. Prior to
                  making a payment, however, the Participant or beneficiary must
                  be given written notice by the Administrative Committee that
                  such indebtedness is to be so paid in whole or part from his
                  account. If the Participant or beneficiary does not agree that
                  the indebtedness is a valid claim against his vested Accounts,
                  he shall be entitled to a review of the validity of the claim
                  in accordance with procedures provided in Section 9.

         (c)      This provision shall not apply to a "qualified domestic
                  relations order" defined in Code Section 414(p), and those
                  other domestic relations orders permitted to be so treated by
                  the Administrative Committee under the Code. The
                  Administrative Committee shall establish a written procedure
                  to determine the qualified status of domestic relations orders
                  and to administer distributions under such qualified orders.
                  Further, to the extent provided under a "qualified domestic
                  relations order", a former spouse of a Participant shall be
                  treated as the spouse or surviving spouse for all purposes
                  under the Plan.

11.4     APPLICABLE LAW; SEVERABILITY

         This Plan shall be construed, administered, and governed in all
         respects in accordance with ERISA and the laws of the State of Florida,
         provided, however, that if any provision is susceptible of more than
         one interpretation, it shall be interpreted in a manner consistent with
         the Plans "being a qualified employees" cash or deferred profit sharing
         plan within the meaning of the Internal Revenue Code. If any provision
         of this instrument shall be held by a court of competent jurisdiction
         to be invalid or unenforceable, the remaining provisions of the Plan
         shall continue to be fully effective.

11.5     RELIANCE UPON COPY OF PLAN

         Any person dealing with the Trustees may rely upon copies of the Plan
         and the Trust Agreement, and any amendments thereto, certified by the
         Administrative Committee to be true and correct copies.

11.6     GENDER AND NUMBER; CAPTIONS OR HEADINGS

         Wherever appropriate to the meaning or interpretation of this Plan, the
         masculine gender shall include the feminine, and the singular number
         shall include the plural and vice versa. Captions or headings are
         inserted and intended for organizational format and convenience

                                       48

<PAGE>

         of reference only; they are not to be given independent substantive
         meaning or effect.

                                       49
<PAGE>

                                   SECTION 12.

                            ADMINISTRATIVE COMMITTEE

12.1     APPOINTMENT OF COMMITTEE

         The Board shall appoint the Administrative Committee (the "Committee")
         the members of which shall serve at the pleasure of the Board, without
         bond, unless a bond shall be requested by the Board or secured
         voluntarily by a member. Any member of the Committee who is not an
         officer or employee of an Employer may be compensated for services as a
         member of the Committee. The Committee members may, but need not be,
         Participants under the Plan. Vacancies arising shall be filled in the
         same manner as appointments. Any member of the Committee may resign by
         delivering a written resignation to the Board and to the Secretary of
         the Committee and such resignation will become effective upon such
         delivery or at any later date specified therein.

12.2     COMMITTEE ORGANIZATION

         The members of the Committee shall elect from their number a Chairman
         and shall appoint a Secretary, who need not be a member of the
         Committee. The Chairman and the Secretary shall serve without bond and
         without compensation at the pleasure of the Committee.

12.3     COMMITTEE MEETINGS

         The Committee shall hold meetings upon such notice, at such time, and
         at such place as it may determine. A majority of the members of the
         Committee shall constitute a quorum for the transaction of business.
         All resolutions of actions taken by the Committee shall be by vote of a
         majority of those present at a meeting, or, if they act without a
         meeting, by unanimous written consent of the members of the Committee.

12.4     COMMITTEE FUNCTIONS AND POWERS

         The Committee shall be the administrator of the Plan, and its duties
         shall include, without limitation, powers with respect to the
         administration of the Trust as may be conferred upon it by the Trust
         Agreement and by the Plan. The Committee shall have the power to take
         all action and to make all decisions that shall be necessary or proper
         in order to carry out the provisions of the Plan and, without limiting
         the generality of the foregoing, the Committee shall have the following
         powers:

         (a)      to make (and enforce by suspension or forfeiture) such rules
                  and regulations as it shall deem necessary or proper for the
                  efficient administration of the Plan;

                                       50
<PAGE>

         (b)      to interpret or construe the Plan;

         (c)      to decide questions concerning the Plan and the eligibility of
                  any Employee to participate therein and the right of any
                  person to receive benefits thereunder;

         (d)      to decide any dispute arising under the Plan;

         (e)      to compute the amount of benefits which shall be payable to
                  any person in accordance with the provisions of the Plan;

         (f)      to authorize all disbursements by the Trustees;

         (g)      to recommend to the Board and to the respective boards of
                  directors of the other Employers the amounts of the Employer
                  contributions and payments for expenses to be made from time
                  to time under the provisions of the Plan;

         (h)      to prescribe and require the use of such forms as it shall
                  deem necessary or desirable in connections with the
                  administration of the Plan;

         (i)      to fix the criteria to be followed in determining the market
                  value of any security or property held in the Trust Fund or
                  the amount of any unliquidated charge, expense, or obligation
                  of the Trust Fund;

         (j)      to establish and monitor policy of proxy voting by the
                  Trustees for stock held for the plan consistent with
                  regulations and rulings of the U.S. Department of Labor;

         (k)      to appoint one (1) or more Independent Advisors and dismiss
                  and replace any of these, as it deems warranted;

         (l)      to supply any omissions in the Plan;

         (m)      to reconcile and correct any errors or inconsistencies in the
                  Plan; and

         (n)      to make equitable adjustments for any mistakes or errors made
                  in the administration of the Plan.

12.5     COMMITTEE ACTIONS CONCLUSIVE

         All actions and decisions taken by the Committee shall be final and
         conclusive and binding on all persons having any interest in the Plan
         or Trust Fund or in any benefits payable thereunder.

                                       51
<PAGE>

12.6     COMMITTEE APPOINTMENT OF AGENTS

         The Committee may employ or engage such accountants, counsel, other
         experts, and other persons as it deem necessary in connections with the
         administration of the Plan.

12.7     RELIANCE ON OPINIONS, ETC.

         The Committee and each member thereof and each person to whom it may
         delegate any power or duty in connection with administering the Plan
         shall be entitled to rely conclusively upon, and shall be fully
         protected in any action taken by them or any of them in good faith
         reliance upon any valuation, certificate, opinion, or report which
         shall be furnished to them or any of them by the Trustees or by any
         accountant, counsel, other expert, or other person who shall be
         employed or engaged by the Trustees or the Committee.

12.8     RECORDS AND ACCOUNTS

         The Committee shall keep or cause to be kept all data, records and
         documents pertaining to the administration of the Plan, and the
         Secretary of the Committee may execute all documents necessary to carry
         out the provisions of the Plan. To enable the Committee to perform its
         functions, the Employer shall supply full and timely information to the
         Committee on all matters relating to the salaries of Participants,
         their retirement, death, termination of employment, and such other
         pertinent facts as the Committee may require. The Committee shall
         advise the Trustees of such of the foregoing facts as may be pertinent
         to the Trustees' administration of the Trust Fund and shall give proper
         instruction to the Trustees for carrying out the purposes of the Plan.

12.9     PAYMENT OF EXPENSE

         (a)      Subject to the provisions of paragraph (b) of this Section
                  12.9, expenses in connection with the administration of the
                  Plan and Trust including commissions, taxes or other expenses
                  relating to the purchase and maintenance of property held as a
                  part of any Investment Fund, expenses payable to any member of
                  the Committee pursuant to Section 12.1, expenses of the
                  Committee or any member thereof, expenses of the Trustees and
                  of any accountant or other person who shall be employed by the
                  Committee or Trustees in the administration thereof, shall be
                  paid by the Plan. To the extent such expenses are not paid by
                  the Plan, they may be paid by the Company.

         (b)      In the event of permanent discontinuance of contributions or
                  termination any further payment of expenses which arise or
                  have arisen in connection with the

                                       52
<PAGE>

                  administration of the Plan and Trust Agreement shall be paid
                  by the Plan unless paid by the Employer.

12.10    LIABILITY OF THE ADMINISTRATIVE COMMITTEE

         No member of the Administrative Committee shall incur liability for any
         action taken or not taken in good faith reliance on advice of counsel,
         who may be counsel for the Company or taken or not taken in good faith
         reliance on a determination as to a matter of fact which has been
         represented or certified by a person reasonably believed to have
         knowledge of the fact so represented or certified, or taken or not
         taken in good faith reliance on a recommendation or opinion expressed
         by a person reasonably believed to be qualified or expert as to any
         matter where it is reasonable or customary to seek or rely on such
         recommendations or opinions. Nor shall any Administrative Committee
         member be liable for the wrongful or negligent conduct of any other
         Administrative Committee member or any person having fiduciary
         responsibilities with respect to the Plan unless he (i) knowingly
         participates in or undertakes to conceal an act or omission of such
         other person knowing the act or omission is a breach of fiduciary duty,
         (ii) by failing to act solely in the interests of participants and
         beneficiaries or to exercise the care, skill, prudence and diligence
         under the circumstances prevailing from time to time that a prudent man
         acting in a like capacity and familiar with such matters would
         exercise, has enabled the other fiduciary to commit a breach of his
         obligation, or (iii) he has knowledge of a breach by the other
         fiduciary and does not make reasonable efforts under the circumstances
         to remedy it. Except as otherwise affirmatively required by the Act, no
         Administrative Committee member shall be required to post a bond. The
         Company shall jointly and severally indemnify the Administrative
         Committee members and hold them harmless from loss, liability and
         expense in respect of the Plan, including the legal cost of defending
         claims and amounts paid in satisfaction or settlement thereof provided
         only that no indemnification is intended that would be void as against
         public policy under the Act.

                                       53
<PAGE>

                                   SECTION 13.

                                 TRUST AGREEMENT

13.1     THE TRUST AGREEMENT

         All contributions under the Plan shall be made to the Trust Fund held
         by the Trustees under a separate Trust Agreement known as the "SBS
         Trust Company Trust Agreement" (the "Trust Agreement"). The Trustees
         are to hold, invest, and distribute the Trust's assets, and maintain
         records of the Trust Fund in accordance with the terms and provisions
         of the Trust Agreement except that they may delegate such
         responsibility to an Investment Manager. The Trust Agreement shall be
         deemed to form a part of the Plan, and any and all rights or benefits
         which may accrue to any person under the Plan shall be subject to all
         the terms and provisions of the Trust Agreement. If there is any
         conflict between the terms of the Plan and the terms of the Trust
         Agreement, the terms of the Plan shall control.

13.2     NO DIVERSION OF CORPUS OR INCOME

         In no event shall any portion of the corpus or income of the Trust Fund
         be used for or diverted to purposes other than the exclusive benefit of
         Participants and their Beneficiaries.

                                       54
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Plan as revised and
amended to be executed and have affixed their seals this _________ day of
_____________, 19___.

                                            COMPANY:


                                            By:_________________________________


                                       55