<PAGE>   1


                          GENUARDI SUPER MARKETS, INC.

                             RETIREMENT SAVINGS PLAN

                              Effective May 1, 1994


<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
Section                                                               Page
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<S>                                                                   <C>
ARTICLE 1 - INTRODUCTION ........................................       1

ARTICLE 2 - DEFINITIONS .........................................       2

ARTICLE 3 - PARTICIPATION AND SERVICE ...........................      13
3.1 Eligibility to Participate ..................................      13
3.2 Commencement of Employee Contributions ......................      13
3.3 Cessation of Active Participation ...........................      14
3.4 Participation upon Reemployment .............................      14
3.5 Change of Status ............................................      15
3.6 Change in Status From Ineligible Class of Employees .........      15

ARTICLE 4 - CONTRIBUTIONS .......................................      16
4.1 Employer Contributions ......................................      16
4.2 Conditions of Employee Contributions ........................      18
4.3 Remittance of Contributions .................................      19
4.4 Conditions on Employer Contributions ........................      19
4.5 Limitations on Employee Contributions .......................      20
4.6 Limitations on Employer Matching Contributions ..............      23
4.7 Income Attributable to Excess Aggregate Contributions
    and Excess Aggregate Deferrals ..............................      26
4.8 Combination Test for Employee Contributions and Employer
    Matching Contributions ......................................      27
4.9 Rollovers ...................................................      28

ARTICLE 5 - ALLOCATIONS TO PARTICIPANTS' ACCOUNTS ...............      29
5.1 Individual Accounts .........................................      29
5.2 Account Adjustments .........................................      29
5.3 Maximum Additions ...........................................      30
5.4 No Rights Created by Allocation .............................      33

ARTICLE 6 - VESTING .............................................      34
6.1 Vesting .....................................................      34
6.2 Additional Vesting ..........................................      34
6.3 Forfeitures .................................................      34
6.4 One Year Breaks in Service for Vesting Purposes .............      36
</TABLE>



                                      -i-
<PAGE>   3

<TABLE>
<CAPTION>
Section                                                               Page
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<S>                                                                   <C>
ARTICLE 7 - DETERMINATION AND DISTRIBUTION OF BENEFITS ..........      37
7.1  Determination of Benefits Upon Retirement ..................      37
7.2  Determination of Benefits Upon Death .......................      37
7.3  Determination of Benefits Upon Disability ..................      38
7.4  Determination of Benefits Upon Termination .................      38
7.5  Mode of Payment of Benefits ................................      38
7.6  Designation of Beneficiary .................................      38
7.7  Information Required from Beneficiary ......................      39
7.8  Required Distributions .....................................      39
7.9  Withholding of Income Tax ..................................      41
7.10 Direct Rollover ............................................      43

ARTICLE 8 - WITHDRAWALS .........................................      45
8.1  Permissible Withdrawals ....................................      45
8.2  Rules Governing Hardship Withdrawals .......................      45
8.3  Procedures Governing Withdrawals Generally .................      47

ARTICLE 9 - LOANS ...............................................      48
9.1  General Rule ...............................................      48
9.2  Amount of Loan .............................................      48
9.3  Separate Loan Account ......................................      49
9.4  Default on Loan ............................................      49
9.5  Loan to Party-in-Interest ..................................      50

ARTICLE 10 - TRUST FUND AND INVESTMENT CHOICES ..................      51
10.1  Exclusive Benefit of Employees and Beneficiaries ..........      51
10.2  Investment Directions by Participants .....................      51

ARTICLE 11 - ADMINISTRATION .....................................      53
11.1  Duties and Responsibilities of Fiduciaries ................      53
11.2  Trust Administration ......................................      53
11.3  Administration of the Plan ................................      55
11.4  Claims Procedure ..........................................      56
11.5  Records and Reports .......................................      57
11.6  Other Powers and Duties of the Plan Administrator .........      58
11.7  Authorization of Benefit Payments .........................      59
11.8  Application and Forms for Benefits ........................      59
11.9  Facility of Payment .......................................      59
11.10 Indemnification ...........................................      60
</TABLE>



                                      -ii-
<PAGE>   4

<TABLE>
<CAPTION>
Section                                                               Page
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<S>                                                                   <C>
ARTICLE 12 - MISCELLANEOUS ......................................      61
12.1 Nonguarantee of Employment .................................      61
12.2 Rights to Trust Assets .....................................      61
12.3 Nonalienation of Benefits ..................................      61
12.4 Discontinuance of Employer Contributions ...................      62
12.5 Merger or Consolidation of Corporations ....................      62
12.6 Inability to Locate Payee ..................................      62
12.7 Governing Law ..............................................      62
12.8 Construction ...............................................      62

ARTICLE 13 - AMENDMENTS AND ACTION BY EMPLOYER ..................      63
13.1 Amendments Generally .......................................      63
13.2 Amendments to Vesting Schedule .............................      63

ARTICLE 14 - SUCCESSOR EMPLOYER AND MERGER
             OR CONSOLIDATION OF PLANS ..........................      64
14.1 Successor Employer .........................................      64
14.2 Plan Assets ................................................      64

ARTICLE 15 - PLAN TERMINATION ...................................      65
15.1 Right to Terminate .........................................      65
15.2 Liquidation of the Trust Fund ..............................      65
15.3 Manner of Distribution .....................................      65

ARTICLE 16 - DETERMINATION OF TOP-HEAVY STATUS ..................      66
16.1 General ....................................................      66
16.2 Top-Heavy Plan .............................................      66
16.3 Super Top-Heavy Plan .......................................      67
16.4 Cumulative Accrued Benefits and Cumulative Account .........      67
16.5 Definitions ................................................      67
16.6 Minimum Contributions ......................................      68
16.7 Defined Benefit and Defined Contribution Plan Fractions ....      69
</TABLE>



                                     -iii-
<PAGE>   5

                          GENUARDI SUPER MARKETS, INC.
                             RETIREMENT SAVINGS PLAN

                                    ARTICLE 1
                                  INTRODUCTION

        Genuardi Super Markets, Inc. (the "Employer") has established the
Genuardi Super Markets, Inc. Retirement Savings Plan (the "Plan") in order to
provide a program where eligible employees of the Employer may make tax-deferred
contributions through a salary reduction arrangement in accordance with Section
401(k) of the Code thereby increasing the employees' financial security at
retirement.

        The Plan, and the Trust forming a part of the Plan, shall at all times
be established and maintained (1) as an employee benefit program which is in
full compliance with ERISA and (2) a qualified profit-sharing plan under the
terms of Sections 401 and 501 of the Code.

        The Plan shall be administered by the Plan Administrator in accordance
with the terms of the Plan for the exclusive benefit of the Participants and
their beneficiaries.

        The Trust forming a part of the Plan shall receive and invest all
contributions to the Plan by Participants and the Employer. All assets acquired
by the Trust as the result of contributions, income and other additions to the
Trust shall be held by the Trustee for the exclusive benefit of Participants and
their beneficiaries in accordance with the Trust Agreement.



                                      -1-
<PAGE>   6
                                    ARTICLE 2
                                   DEFINITIONS

Definitions. The following initially capitalized words and phrases, when used in
this Plan, shall have the following meanings:

2.1     Account means the recordkeeping entry or account maintained for a
        Participant to record the Participant's share of the Employer
        contributions, and the contributions made by the Participant, including
        rollover contributions, if any, and adjustments relating thereto. A
        Participant's Account shall be the aggregate of his Employee
        Contribution Account, his Employer Matching Contribution Account, his
        Employer Discretionary Contribution Account, and his Rollover
        Contribution Account, all established under Article 4. Unless specified
        otherwise, the net value of such Account shall be determined as of the
        Valuation Date coincident with or next following any distribution from
        the Plan.

2.2     Affiliate means any corporation which is deemed to be a member of a
        controlled group of corporations of which the Employer is a member,
        determined in accordance with the provisions of Code Section 414(b), or
        any trade or business deemed to be under common control with the
        Employer, determined in accordance with the provisions of Code Section
        414(c), any organization which is deemed to be a member of an affiliated
        service group, determined in accordance with the provisions of Code
        Section 414(m), or any other corporation or trade or business which must
        be aggregated with the Employer, in accordance with the regulations
        under Code Section 414(o).

2.3     Beneficiary means the person or persons designated by a Participant,
        pursuant to the provisions of Section 7.6 of this Plan, to receive
        distributions of such Participant's Account upon his death.

2.4     Benefits Information Line means the automated voice response system,
        chosen by the Plan Administrator, which Participants utilize to, among
        other things, enroll in the Plan, initiate and change the investment of
        their Accounts in the Investment Funds and initiate a Plan loan or
        hardship withdrawal.



                                      -2-
<PAGE>   7

2.5     Board of Directors or Board means the present or succeeding Board of
        Directors of the Employer, or if authority is delegated by the Board,
        the Executive Committee or another standing Committee of the Board.

2.6     Calendar Quarter means the period of three calendar months ending on
        March 31, June 30, September 30 or December 31, where appropriate.

2.7     Code means the Internal Revenue Code of 1986, as amended from time to
        time, and includes any regulations promulgated thereunder.

2.8     Compensation means the following:

        (a)     For Employer Contributions under Section 4.1 of this Plan,
                Compensation means, with respect to a Participant, wages, within
                the meaning of Section 3401(a) of the Code, and all other
                payments of compensation paid to the Participant by the Employer
                (during the course of the Employer's trade or business) during a
                Plan Year for services rendered by him as an Employee for which
                the Employer is required to furnish him a written statement
                under Code Sections 6041(d), 6051(a)(3) and 6052, determined
                without regard to any rules under Code Section 3401(a) which
                limit the remuneration included in wages based upon the nature
                or location of the employment or the services performed, but
                increased by any amounts contributed on his behalf by the
                Employer through salary reduction elections pursuant to Code
                Sections 125 or 401(k), but excluding any reimbursements or
                expense allowances, fringe benefits (cash and noncash), moving
                expenses, deferred compensation and welfare benefits.

                Notwithstanding the preceding sentence, for purposes of the
                definition of Highly Compensated Employee under Section 2.29,
                the Actual Deferral Percentage test under Section 4.5 and the
                Actual Contribution Percentage test under Section 4.6, a
                Participant's Compensation shall mean wages, within the meaning
                of Section 3401(a) of the Code, and all other payments of
                compensation paid to the Participant by the Employer or
                Affiliate (during the course of the Employer's or Affiliate's



                                      -3-
<PAGE>   8

                trade or business) during a Plan Year for services rendered by
                him as an Employee for which the Employer or Affiliate is
                required to furnish him a written statement under Code Sections
                6041(d), 6051(a)(3) and 6052, determined without regard to any
                rules under Code Section 3401(a) which limit the remuneration
                included in wages based upon the nature or location of the
                employment or the services performed, but increased by any
                amounts contributed on his behalf by the Employer through salary
                reduction elections pursuant to Code Sections 125 or 401(k). For
                purposes of the preceding sentence, the term "Affiliate" shall
                be defined as in Section 2.2, but such definition shall be
                modified in accordance with Section 415(h) of the Code.

        (b)     The Compensation for each Participant taken into account under
                subsection (a) above shall not exceed $150,000, as adjusted by
                the Secretary of the Treasury or his designate at the same time
                and in the same manner as under Section 401(a)(17)(B) of the
                Code. In determining the Compensation of a Participant for this
                limitation, the rules of Section 414(q)(6) of the Code shall
                apply, except in applying such rules, the term "family" shall
                include only the Spouse of the Participant and any lineal
                descendants of the Participant who have not attained age 19
                before the close of the Plan Year.

2.9     Determination Date shall mean the last day of the preceding Plan Year.

2.10    Disability or Disabled means a physical or mental condition, or both, of
        a Participant resulting from a bodily injury, disease, or mental
        disorder that renders the Participant totally and permanently incapable
        of engaging in any occupation or employment for remuneration or profit
        for a period of at least six consecutive months following the
        Participant's last day of active employment. The determination as to
        whether a Participant is Disabled shall be made by the Plan
        Administrator on medical evidence furnished by a licensed physician
        approved by the Plan Administrator.

2.11    Early Retirement means a termination of employment with the Employer on
        or after an Early Retirement Date.



                                      -4-
<PAGE>   9

2.12    Early Retirement Date means the first day of the month coincident with
        or next following the date on which a Participant attains age 55 and
        completes 5 Years of Service, if such date is earlier than such
        Participant's Normal Retirement Date.

2.13    Effective Date means May 1, 1994.

2.14    Eligible Employee means any Employee who has satisfied the requirements
        of Section 3.1. Notwithstanding the foregoing, the term shall not
        include leased employees as defined under Section 414(n) of the Code,
        or Employees whose terms and conditions of employment are not covered by
        a collective bargaining agreement unless the collective bargaining
        agreement provides for participation in this Plan.

2.15    Eligible Retirement Plan means (1) a qualified trust within the meaning
        of Code Section 402 which is a defined contribution plan the terms of
        which permit the acceptance of rollover distributions, (2) an individual
        retirement account or annuity within the meaning of Code Section 408
        (other than an endowment contract), or (3) an annuity plan within the
        meaning of Code Section 403(a), which is specified by the distributee in
        such form and at such time as the Trustee may prescribe.

2.16    Employee means an individual who is employed by the Employer. "Employee"
        shall include leased employees as defined under Section 414(n) of the
        Code.

2.17    Employee Contributions means the amounts contributed to the Plan on
        behalf of a Participant by the Employer through salary reduction
        elections pursuant to Section 4.1(a)(i).

2.18    Employee Contribution Account means the account maintained for a
        Participant to record a Participant's Employee Contributions and
        adjustments relating thereto.

2.19    Employer means Genuardi Super Markets, Inc. The term "Employer" shall
        also include any corporation or other entity which acquires
        substantially all of the business assets of the Employer and within a
        reasonable time thereafter, as of the date of acquisition, agrees to be
        bound by the Plan and to assume the Trust.



                                      -5-
<PAGE>   10

2.20    Employer Contributions means the amounts contributed by the Employer
        pursuant to Section 4.1(b) and shall consist of the following:

        (a)     Employer Matching Contributions, and

        (b)     Employer Discretionary Contributions.

2.21    Employer Discretionary Contribution Account means the account maintained
        for a Participant to record his share of the Employer Discretionary
        Contributions under Section 4.1(b)(ii) and adjustments relating
        thereto.

2.22    Employer Discretionary Contributions means the contributions made by the
        Employer allocated to a Participant's Account in accordance with Section
        4.1(b)(ii).

2.23    Employer Matching Contribution Account means the account maintained for
        a Participant to record his share of Employer Matching Contributions
        under Section 4.1(b)(i) and adjustments relating thereto.

2.24    Employer Matching Contributions means the contributions made by the
        Employer pursuant to Section 4.1(b)(i).

2.25    Employment Commencement Date means the date on which an Employee first
        earns an Hour of Service with the Employer.

2.26    Entry Date means January 1, April 1, July 1 or October 1.

2.27    ERISA means the Employee Retirement Income Security Act of 1974, as
        amended from time to time, and any regulations promulgated thereunder.

2.28    Fund or Trust Fund means all property held by the Trustee for purposes
        of the Plan.



                                      -6-
<PAGE>   11

2.29    Highly Compensated Employee:

        (a)     Highly Compensated Employee means an Employee who performs
                service during the determination year and is described in one or
                more of the following groups:

                (i)     An Employee who is a 5% owner, as defined in Code
                        Section 416(i)(1)(A)(iii), at any time during the
                        determination year or the look-back year.

                (ii)    An Employee who receives compensation in excess of
                        $75,000 (indexed in accordance with Code Section 415(d))
                        during the look-back year.

                (iii)   An Employee who receives compensation in excess of
                        $50,000 (indexed in accordance with Code Section 415(d))
                        during the look-back year and is a member of the
                        top-paid group for the look-back year.

                (iv)    An Employee who is an officer, within the meaning of
                        Code Section 416(i), during the look-back year and who
                        receives compensation in the look-back year greater
                        than 50% of the dollar limitation in effect under Code
                        Section 415(b)(1)(A) for the calendar year in which the
                        look-back year begins.

                (v)     An Employee who is both described in paragraph (ii),
                        (iii), or (iv) above when these paragraphs are modified
                        to substitute the determination year for the look-back
                        year and one of the 100 Employees who receive the most
                        compensation from the Employer during the determination
                        year.

        (b)     For purposes of the definition of Highly Compensated Employee,
                the following definitions and rules shall apply:

                (i)     The determination year is the Plan Year for which the
                        determination of who is highly compensated is being
                        made.



                                      -7-
<PAGE>   12

                (ii)    The look-back year is the 12 month period immediately
                        preceding the determination year. Notwithstanding the
                        preceding sentence, in accordance with Reg. Sec.
                        1.414(q)-1T, Q&A-14(b) the Employer may, with respect to
                        any determination year, elect to make the look-back year
                        calculation on the basis of the calendar year ending
                        with or within the determination year (or in the case of
                        a determination year that is shorter than 12 months, the
                        calendar year ending with or within the 12-month period
                        ending with the end of the applicable determination
                        year). In such case, the Employer shall make the
                        determination-year calculation on the basis of the
                        period, if any, by which the applicable determination
                        year extends beyond the calendar year.

                (iii)   The top-paid group consists of the top 20% of employees
                        ranked on the basis of compensation received during the
                        year. For purposes of determining the number of
                        employees in the top-paid group, employees described in
                        Code Section 414(q)(8) and Treas. Reg. 1.414(q)-IT Q&A
                        9(b) are excluded.

                (iv)    The number of officers is limited to 50 (or, if lesser,
                        the greater of 3 employees or 10% of employees)
                        excluding those employees who may be excluded in
                        determining the top-paid group.

                (v)     When no officer has compensation in excess of 50% of the
                        Code Section 415 (b)(1)(A) limit, the highest paid
                        officer is treated as highly compensated.

        (c)     "Compensation" for purposes of this Section 2.28 means
                "Compensation" as defined in the second paragraph of Section
                2.8(a).

        (d)     Employers aggregated under Code Sections 414 (b), (c), (m), or
                (o) are treated as a single employer.



                                      -8-
<PAGE>   13

        (e)     A Highly Compensated Employee who is either a 5% owner or one
                of the ten most highly compensated employees is subject to the
                family aggregation rules of Code Section 414(q)(6). "Family
                member" for this purpose shall mean the spouse and the lineal
                ascendants and descendants (and spouses of such ascendants and
                descendants) of any employee or former employee.

2.30    Hours of Service means:

        (i)     Performance of Duties. Each hour for which an Employee is paid,
                or entitled to payment, for performance of duties for the
                Employer or an Affiliate.

        (ii)    Nonworking Paid Time. Each hour for which an Employee is paid,
                or entitled to payment, by the Employer or Affiliate on account
                of a period of time during which no duties are performed
                (irrespective of whether the employment relationship has
                terminated) due to vacation, holiday, illness, incapacity
                (including disability), layoff, jury duty, military duty or
                leave of absence, provided that (a) no more than 501 Hours of
                Service will be credited under this paragraph (ii) or under
                paragraph (iii) below to an Employee on account of any single
                continuous period during which an Employee performs no duties
                (whether or not such period occurs in a single Plan Year), and
                (b) payment shall not be deemed to be made by the Employer or
                Affiliate if such payment is made or due under a plan maintained
                solely for the purpose of complying with applicable workmen's
                compensation, unemployment compensation or disability insurance
                laws or if such payment is solely in the nature of reimbursement
                to the Employee for medical or medically-related expenses; and

        (iii)   Back Pay. Each hour for which back pay, irrespective of
                mitigation of damages, is either awarded or agreed to by the
                Employer or Affiliate, provided that the same Hours of Service
                shall not be credited under paragraph (i) or (ii) and under this
                paragraph (iii).



                                      -9-
<PAGE>   14

        (iv)    Maternity and Paternity Leave. Solely for purposes of
                determining whether a One Year Break in Service has occurred,
                each hour for which an Employee is absent from employment by
                reason of (1) pregnancy of the Employee, (2) birth of a child of
                the Employee, (3) placement of a child with the Employee in
                connection with the adoption of the child by the Employee, (4)
                caring for the child during the period immediately following the
                birth or placement for adoption. During the period of absence,
                the Employee shall be credited with the number of hours that
                would be generally credited but for such absence or if the
                general number of work hours is unknown, eight hours of service
                for each normal workday during the leave (whether or not
                approved). These hours shall be credited to the computation
                period in which the leave of absence commences or in the
                following computation period if crediting of such hours is
                required to prevent the occurrence of a One Year Break in
                Service. Hours of Service credited under this paragraph (iv)
                shall not be credited for purposes of sharing in Employer
                contributions pursuant to Section 4.1(b).

        (v)     Leaves of Absence. Employees on any absence authorized by the
                Employer under its standard personnel practices, provided that
                all persons under similar circumstances are treated alike in the
                granting of authorized absence and provided further that the
                Employee returns to work within the period of authorized
                absence, shall be credited with Hours of Service as required by
                applicable law. Moreover, Employees on military leaves of
                absence who are not directly or indirectly compensated or
                entitled to be compensated by the Employer while on such leave
                shall be credited with Hours of Service as required by
                applicable law. In addition, Employees on assignment by the
                Employer to temporary employment with an Affiliate after the
                Effective Date shall be credited with Hours of Service completed
                during said temporary employment.

        (vi)    Equivalencies. In lieu of determining the actual number of Hours
                of Service to which an Employee is entitled, the Plan
                Administrator shall credit each Employee with 45 Hours of
                Service for each week for which he would be credited with at
                least one Hour of Service pursuant to Sections 2.30(i) through
                (v).



                                      -10-
<PAGE>   15

        (vii)   Miscellaneous. Hours of Service shall be computed and credited
                in accordance with paragraphs (b) and (c) of Section 2530.200b-2
                of the Department of Labor Regulations.

2.31    Income means the net gain or loss of each Investment Fund maintained
        under the Plan or the Trust Fund, where appropriate, from investments,
        as reflected by interest payments, dividends, realized and unrealized
        gains and losses on securities, other investment transactions, and
        expenses paid from any Investment Fund or the Trust Fund. In
        determining Income for any period, assets shall be valued on the basis
        of their fair market value. In addition, the dividends, interest and
        other distributions received by the Trustee with respect to any
        Investment Fund shall be reinvested in the Investment Fund from which
        such distributions were received, unless otherwise specified in the
        description or procedures relevant to such Investment Fund.

2.32    Investment Fund(s) means the separate fund or funds in which all
        contributions to the Plan are invested in accordance with Article 10, as
        selected by the Employer from time to time.

2.33    Limitation Year means the Plan Year.

2.34    Normal Retirement Date means, with respect to a Participant, the first
        day of the month coinciding with or next preceding the later of the date
        on which the Participant attains age 65 or the fifth anniversary of the
        date the Participant commenced participation in the Plan.

2.35    One Year Break in Service or Break in Service means a Plan Year during
        which an Employee has not completed at least 500 Hours of Service with
        the Employer.

2.36    Participant means an Employee participating in the Plan in accordance
        with the provisions of Section 3.2.

2.37    Plan means the Genuardi Super Markets, Inc. Retirement Savings Plan as
        herein set forth, and as may be amended from time to time.



                                      -11-
<PAGE>   16

2.38    Plan Administrator means Genuardi Super Markets, Inc.

2.39    Plan Year means a twelve (12) month period commencing on January 1 and
        ending on December 31. The initial Plan Year commences on the Effective
        Date and ends on December 31, 1994.

2.40    Rollover Contribution Account means the account maintained for a
        Participant to record the amounts he has rolled over to the Plan
        pursuant to Section 4.9.

2.41    Spouse (Surviving Spouse) means the lawful spouse or surviving spouse of
        a Participant; provided that a former spouse will be treated as the
        Spouse or Surviving Spouse to the extent provided under a qualified
        domestic relations order as described in Section 414(p) of the Code.

2.42    Trust (or Trust Fund) means the fund known as the "Genuardi Super
        Markets, Inc. Retirement Savings Plan Trust" maintained by the Trustee
        in accordance with the terms of the Trust Agreement, as amended from
        time to time, which constitutes a part of this Plan.

2.43    Trust Agreement means the agreement by the Employer and the Trustee
        pursuant to which the assets of the Plan are held and managed by the
        Trustee.

2.44    Trustee means the Meridian Trust Company acting as such under a Trust
        Agreement, including any successor or successors.

2.45    Valuation Date means the March 31, June 30, September 30 and December 31
        of each Plan Year, and any other date on which an Investment Fund is
        valued and income allocated thereunder.

2.46    Year of Service means each calendar year in which an Employee completes
        not less than 1,000 Hours of Service with the Employer.



                                      -12-
<PAGE>   17

                                    ARTICLE 3
                            PARTICIPATION AND SERVICE

3.1     Eligibility to Participate,

        (a)     Each Eligible Employee who, prior to the Effective Date, has
                attained age 21 and has completed at least 1,000 Hours of
                Service during the 12-month period beginning on January 1, 1993
                or his Employment Commencement Date, if later, shall become a
                Participant as of the Effective Date.

        (b)     Each other Employee shall become a Participant on the Entry Date
                coinciding with or next following the later of (i) and (ii)
                below:

                (i)     his attainment of age 21; and

                (ii)    his completion of a 12-month period beginning on January
                        1, 1993 or his Employment Commencement Date, if later
                        during which he completes at least 1,000 Hours of
                        Service. If a Participant does not complete at least
                        1,000 Hours of Service during such time period, the date
                        on which he completes at least 1,000 Hours of Service
                        during any Plan Year thereafter.

3.2     Commencement of Employee Contributions. An Eligible Employee may
        commence making Employee Contributions under the Plan as of the Entry
        Date on which he commences participation in the Plan, or as of any Entry
        Date thereafter, provided that he remains employed by the Employer. An
        Eligible Employee desiring to make such Employee Contributions shall,
        subject to such rules as the Plan Administrator in its discretion may
        impose, utilize the Benefits Information Line to specify such Entry Date
        and the percentage of his Compensation which he wishes the Employer to
        contribute on his behalf under the Plan and authorize a corresponding
        reduction from his Compensation effective as of the first applicable pay
        period following such Entry Date. A Participant who declines to make
        Employee Contributions shall nevertheless be eligible to receive
        allocations of Employer Discretionary Contributions, subject to the
        provisions of Section 4.1(b)(ii).



                                      -13-
<PAGE>   18

3.3     Cessation of Active Participation. A Participant shall cease being
        entitled to make Employee Contributions, and to receive Employer
        Contributions described in Section 4.1(b), upon the first to occur of
        (a) the date his employment with the Employer terminates for any reason;
        (b) the date on which his employment with the Employer becomes governed
        by a collective bargaining agreement which does not provide for
        participation in this Plan; or (c) the date on which he becomes a
        "leased employee," as defined in Code Section 414(n).

3.4     Participation upon Reemployment. Upon the reemployment of any Eligible
        Employee, who had previously been employed by the Employer, the
        following rules shall apply in determining that Eligible Employee's
        participation in the Plan:

        (a)     Employment of Former Participant. A reemployed Eligible Employee
                who was a Participant in the Plan during his prior period of
                employment shall be entitled to resume participation in the Plan
                on the Entry Date coincident with or next following the date of
                his reemployment.

        (b)     Reemployment of Eligible Employee Not Previously A Participant.
                A reemployed Eligible Employee who was not a Participant in the
                Plan during his prior period of employment must meet the
                requirements of Section 3.1 for active participation in the Plan
                as if he were a new Eligible Employee.



                                      -14-
<PAGE>   19

3.5     Change of Status. A Participant's status as such under the Plan shall be
        modified upon and after the earliest of (i) in the case of a Participant
        whose employment was not covered by a collective bargaining agreement at
        the time the Participant became such, the date as of which the
        Participant's employment becomes covered by a collective bargaining
        agreement that does not provide such individual with rights to
        participate in this Plan; or (ii) the date as of which the Participant
        becomes a "leased employee" as defined in Section 414(n) of the Code.

        Upon and after the occurrence of one of the above events, the
        Participant shall share in Employer Contributions only to the extent of
        his Compensation up to the time such change in status occurs and shall
        not thereafter, unless he again ceases to be covered by a collective
        bargaining agreement that does not provide for participation in this
        Plan or ceases to be a "leased employee" as defined in Section 414(n) of
        the Code, and becomes eligible under the terms of the Plan to share in
        such allocations. Nonetheless, such Participant's Account shall continue
        to share in Income allocations pursuant to Section 5.2(a), after the
        occurrence of any of the above events.

3.6     Change in Status From Ineligible Class of Employees. In the event an
        Employee who is not an Eligible Employee in this Plan becomes an
        Eligible Employee, such Employee will participate in the Plan on the
        Entry Date coincident with or next following the later of the date of
        such change in status or the date as of which such Eligible Employee has
        satisfied the eligibility requirements set forth in Section 3.1. In the
        event of change in status to an eligible class, the Eligible Employee
        shall share in Employer contributions only to the extent of his
        Compensation as of the Entry Date coincident with or next following the
        date of transfer or such change in status occurs.



                                      -15-
<PAGE>   20

                                    ARTICLE 4
                                  CONTRIBUTIONS

4.1     Employer Contributions.

        (a)     (i)     Employee Contributions. For each Plan Year, subject to
                        the requirements of Sections 4.5 and 5.3, a Participant
                        may authorize the Employer, in writing and in accordance
                        with procedures established by the Plan Administrator,
                        to contribute with respect to each payroll period
                        Employee Contributions to the Trust Fund on his behalf
                        in an amount equal to any whole percentage from 1% to
                        15% (as the Participant shall elect) of Compensation
                        for such payroll period.

                        Compensation earned by an Eligible Employee during that
                        period in a Plan Year prior to the date in such Plan
                        Year on which he becomes a Participant shall be
                        disregarded for purposes of making Employee
                        Contributions, as well as for purposes of determining
                        his entitlement to Employer Matching Contributions under
                        Section 4.1(b)(i). The preceding sentence
                        notwithstanding during the initial Plan Year only, the
                        annual Compensation earned by a Participant during all
                        of the 1994 calendar year shall be used in determining
                        his entitlement to Employer Matching Contributions under
                        Section 4.1(b)(i).

                (ii)    Conditions on Authorization. Such authorization shall be
                        in the form of an election by the Participant to have
                        his Compensation reduced by payroll withholding. Such
                        withheld amounts are to be transmitted by the Employer
                        to the Trustee as soon as practicable after the payroll
                        period of withholding but in no event later than 90 days
                        following the date on which such amounts would have been
                        payable in cash to the Participant.

                (iii)   Maximum Dollar Limitation. Notwithstanding Sections
                        4.1(a)(i) and (ii), however, no more than $9,240
                        (adjusted to reflect the cost-of-living adjustment
                        factor prescribed by the Secretary of the Treasury under
                        Section



                                      -16-
<PAGE>   21

                        415(d) of the Code) may be contributed for any Plan
                        Year. This maximum shall be reduced if the Participant
                        participates in other plans of the Employer to which
                        amounts are contributed on his behalf at his election in
                        accordance with Section 401(k) of the Code. This maximum
                        shall be such dollar amount below the statutory maximum
                        as determined by the Plan Administrator to be necessary
                        or desirable in order to ensure compliance with the
                        limitations in Sections 4.5 and 5.3.

        (b)     (i)     Employer Matching Contributions. For each Plan Year, the
                        Employer shall make Employer Matching Contributions
                        which shall be equal to such percentage of the Employee
                        Contributions made to the Plan by a Participant employed
                        by the Employer for such Plan Year as determined
                        annually by the Board of Directors. The Employer
                        Matching Contribution shall be allocated to the Accounts
                        of Participants (i) who have completed at least 1,000
                        Hours of Service during the Plan Year and (ii) who are
                        employed by the Employer in the last day of the Plan
                        Year, or had their employment terminated during the Plan
                        Year due to their Disability, retirement or death.

                        Notwithstanding the foregoing, at the discretion of the
                        Board of Directors of the Employer, the Employer may
                        elect not to make an Employer Matching Contribution or
                        may change the rate of its Employer Matching
                        Contribution applicable to such Employee Contributions
                        made by its Participants, so as to increase or decrease
                        such rate for a Plan Year.

                (ii)    Employer Discretionary Contributions. In addition to
                        Employer Matching Contributions, the Employer may in its
                        discretion make Employer Discretionary Contributions.
                        The Employer Discretionary Contribution shall be
                        allocated to the Accounts of Participants (i) who
                        complete 1,000 Hours of Service during the Plan Year and
                        (ii) who are employed by the Employer on the last day of
                        the Plan Year, or had their employment terminated during
                        the Plan Year due to their Disability, retirement or
                        death. The Employer Discretionary Contribution shall be
                        proportionately allocated to the



                                      -17-
<PAGE>   22

                        Participant as of December 31 of such Plan Year, in the
                        ratio of his Compensation received during the Plan Year
                        to the total Compensation received during such Plan Year
                        of all Participants of the Employer as of December 31.

                        Compensation earned by an Eligible Employee prior to the
                        date he becomes a Participant shall be disregarded for
                        purposes of allocating Participating Employer
                        Discretionary Contributions.

        (c)     Notwithstanding the provisions of this Section 4.1, in no event
                shall the Employer contribute or be required to contribute for
                any Plan Year any amount which is in excess of the amount which
                the Employer may lawfully deduct under the provisions of Section
                404(a) of the Code.

4.2     Conditions of Employee Contributions.

        (a)     Employee Contributions shall be entirely voluntary on the part
                of a Participant. The rate of contributions authorized by a
                Participant to be made on his behalf by the Employer shall
                remain in effect until such time as he shall change the rate or
                suspend such contributions by utilizing the Benefits Information
                Line or otherwise providing appropriate notice of such change to
                the Plan Administrator. Any such suspension shall become
                effective as soon as practicable after receipt by the Plan
                Administrator of notice of such suspension. Any change in the
                rate of contributions by a Participant can be made once each
                Calendar Quarter by giving advance notice prior to the first day
                of each Calendar Quarter on which such change is to be
                effective, subject to such rules as the Plan Administrator in
                its discretion may impose.

        (b)     A Participant who suspends contributions shall be eligible to
                resume contributions on the first day of the Calendar Quarter
                following the effective date of such suspension. A Participant
                who changes the rate of contribution to be made on his behalf by
                the Employer may not affect another change until the next
                Calendar Quarter.



                                      -18-
<PAGE>   23

        (c)     A Participant may make Employee Contributions after his Normal
                Retirement Date if the Participant continues as an Eligible
                Employee with the Employer.

        (d)     (i)     Notwithstanding the above, if a Participant defers more
                        of his Compensation under this Plan and all plans
                        maintained by the Employer than is permitted by the
                        Code as described in Section 4.1(a), then any excess
                        deferrals plus Income on such amounts, as determined
                        under Section 4.7, will be returned to the Participant
                        no later than April 15 of the calendar year following
                        the Plan Year in which the excess deferrals were made.

                (ii)    If an excess deferral occurs because of Employee
                        contributions under Section 4.2(d)(i) combined with
                        pre-tax contributions under one or more plans not
                        maintained by the Employer, then any excess deferrals
                        plus Income on such amounts, as determined under Section
                        4.7, will be returned to the Participant no later than
                        April 15 of the calendar year following the Plan Year in
                        which the excess deferrals occurred, provided that the
                        Participant notifies the Plan Administrator of the
                        excess deferrals by March 1 following the same calendar
                        year.

        4.3     Remittance of Contributions. As promptly as practicable after
                the payroll period of withholding, but in no event later than 90
                days following the date on which the amounts would have been
                payable in cash to the Participant, the Employer shall remit to
                the Trustee the aggregate amount of Employee Contributions
                withheld from Participants' paychecks. Notwithstanding the
                preceding sentence, the Employee Contributions must be allocated
                in accordance with the provisions in Section 4.5. Employer
                Matching and Discretionary Contributions shall be paid to the
                Trustee, not later than the date prescribed by law for filing
                the Employer's federal income tax return, including extensions
                thereof for such Plan Year.

        4.4     Conditions on Employer Contributions. To the extent permitted or
                required by ERISA and the Code, Employer Matching and
                Discretionary Contributions under this Plan are subject to the
                following conditions:



                                      -19-
<PAGE>   24

        (a)     If the Employer makes a contribution, or any part thereof, by
                mistake of fact, such contribution or part thereof shall be
                returned to the Employer within one year after such contribution
                is made;

        (b)     Contributions to the Plan specifically are conditioned on their
                deductibility under the Code; to the extent a deduction is
                disallowed for any such contribution, such amount shall be
                returned to the Employer within one year after the disallowance
                of the deduction; and

        (c)     The amount of any Employer contribution shall be subject to the
                limitations prescribed in Section 5.3.

        Earnings of the Plan on any mistaken or disallowed contributions shall
        not be returned to the Employer, but any losses attributable thereto
        must reduce the amount so returned.

4.5     Limitations on Employee Contributions.

        (a)     Actual Deferral Percentage Test. The Plan Administrator shall
                determine the Actual Deferral Percentage by comparing the
                Employee Contributions made on behalf of the Highly Compensated
                Employee group of Eligible Employees with those made on behalf
                of the group of Eligible Employees who are not Highly
                Compensated Employees. In no event shall the Actual Deferral
                Percentage for the Highly Compensated Employee group of Eligible
                Employees for any Plan Year exceed the greater of (i) or (ii) as
                follows:

                (i)     The Actual Deferral Percentage for the group of Eligible
                        Employees who are not Highly Compensated Employees,
                        multiplied by one and one-quarter (1.25), or



                                      -20-
<PAGE>   25




                (ii)    The Actual Deferral Percentage for the group of Eligible
                        Employees who are not Highly Compensated Employees
                        multiplied by two (2), provided however, that the Actual
                        Deferral Percentage for the Highly Compensated Employee
                        group of Eligible Employees may not exceed the Actual
                        Deferral Percentage for the group of Eligible Employees
                        who are not Highly Compensated Employees by more than
                        two (2) percentage points.

                The "Actual Deferral Percentage" means the average of the ratio
                (calculated separately for each Eligible Employee) of the amount
                of Employee Contributions to the Plan actually made by the
                Employer on behalf of each Eligible Employee for such Plan Year
                to the Eligible Employee's Compensation for such Plan Year.
                Notwithstanding the above, if any "qualified matching
                contributions" are used in the determination of the Actual
                Deferral Percentage test, then they may not also be used in the
                calculation of the Actual Contribution Percentage under Section
                4.6.

        (b)     Rules for Calculating the Actual Deferral Percentage. For
                purposes of this Section 4.5, the following rules apply:

                (i)     For purposes of this Section 4.5, the Actual Deferral
                        Percentage for any Highly Compensated Employee who is
                        eligible to have pre-tax contributions allocated to his
                        account under two or more plans or arrangements
                        described in Section 401(k) of the Code that are
                        maintained by the Employer or an Affiliate shall be
                        determined as if all such pre-tax contributions were
                        made under a single plan.

                        If this Plan is aggregated with any other plan or plans
                        for purposes of satisfying Code Sections 401(a)(4) or
                        410(b), then pre-tax contributions made under all such
                        plans shall be treated as having been made under a
                        single plan for purposes of this Section 4.5. However,
                        such plan can be aggregated with this Plan only if it
                        has the same Plan Year.



                                      -21-
<PAGE>   26

                (ii)    The Actual Deferral Percentage of any Highly Compensated
                        Eligible Employee shall include the contributions and
                        elective deferrals of the family members of such Highly
                        Compensated Eligible Employee, in accordance with
                        regulations promulgated by the Secretary of the Treasury
                        or his delegate.

                (iii)   If, at the end of a Plan Year, the Plan Administrator
                        determines that Employee Contributions in excess of the
                        above limitation have been contributed on behalf of the
                        Highly Compensated Employee group of Eligible Employees,
                        the Plan Administrator shall reduce such Excess
                        Aggregate Deferrals made on behalf of the Highly
                        Compensated Eligible Employees beginning with the
                        highest Actual Deferral Percentage of such Highly
                        Compensated Eligible Employees until the applicable
                        limitation described in paragraphs (a) and (b) above is
                        met. Such Excess Aggregate Deferrals for such Plan Year
                        (including any Income attributable to such deferrals)
                        shall be distributed to Highly Compensated Eligible
                        Employees on the basis of the respective portions of
                        such Excess Aggregate Deferrals attributable to each
                        such Highly Compensated Eligible Employee by the end of
                        the Plan Year following the Plan Year for which such
                        Excess Aggregate Deferrals were made. Income on such
                        Excess Aggregate Deferrals shall be determined and
                        distributed in accordance with Section 401(k) of the
                        Code. Any distribution of Excess Aggregate Deferrals
                        under this Section shall be reduced by the amount of
                        excess deferrals previously distributed with respect to
                        the Plan Year. Income on such Excess Aggregate Deferrals
                        shall be determined in accordance with Section 4.7.

        (c)     Timing of Employee Contributions. For purposes of the Actual
                Deferral Percentage test above, pre-tax contributions allocated
                to an Eligible Employee's account may be taken into account for
                a Plan Year if:



                                      -22-
<PAGE>   27

                (i)     the contributions are made as soon as practicable
                        following the payroll period of withholding, but in no
                        event later than the end of the 12-month period
                        immediately following the Plan Year to which such
                        contributions relate, and

                (ii)    the contributions relate to Compensation that either
                        would have been received by the Eligible Employee in the
                        Plan Year but for the deferral election or is
                        attributable to service performed by the Eligible
                        Employee in such Plan Year and, but for the deferral
                        election, would have been received by the Eligible
                        Employee within two and one-half months after the close
                        of the Plan Year.

        (d)     "Excess Aggregate Deferrals" means with respect to each Plan
                Year, the aggregate amount of Employee Contributions authorized
                by Highly Compensated Employees for such Plan Year which exceed
                the maximum amount of Employee Contributions permitted to be
                made by Highly Compensated Eligible Employees under this
                Section.

4.6     Limitations on Employer Matching Contributions.

        (a)     Actual Contribution Percentage Test. The Plan Administrator
                shall determine the Actual Contribution Percentage Test by
                comparing the Employer Matching Contributions made for the
                Highly Compensated Employee group of Eligible Employees with
                those made for the group of Eligible Employees who are not
                Highly Compensated Employees. In no event shall the Employer
                Matching Percentage for the Highly Compensated Employee group of
                Eligible Employees for any Plan Year exceed the greater of (a)
                or (b) as follows:

                (a)     The Employer Matching Percentage for the group of
                        Eligible Employees who are not Highly Compensated
                        Employees multiplied by one and one-quarter (1.25); or



                                      -23-
<PAGE>   28

                (b)     The Employer Matching Percentage for the group, of
                        Eligible Employees who are not Highly Compensated
                        Employees multiplied by two (2), provided however, that
                        the Employer Matching Percentage for the Highly
                        Compensated Employee group of Eligible Employees may not
                        exceed the Employer Matching Percentage for the group of
                        Eligible Employees who are not Highly Compensated
                        Employees by more than two (2) percentage points.

                The "Actual Contribution Percentage" means the average of the
                ratios (calculated separately for each Eligible Employee) of the
                Employer Matching Contributions made under the Plan on behalf of
                the Eligible Employee for such Plan Year to the Eligible
                Employee's Compensation for such Plan Year.

        (b)     Rules for Calculating the Actual Contribution Percentage. For
                purposes of this Section 4.6, the following rules apply:

                (i)     The Actual Contribution Percentage for any Highly
                        Compensated Employee who is eligible to have employer
                        matching contributions or employee post-tax
                        contributions allocated to his account under two or more
                        plans or arrangements described in section 401(k) of
                        the Code that are maintained by the Employer or an
                        Affiliate shall be determined as if all such matching
                        contributions and post-tax contributions were made under
                        a single plan.

                        If this Plan is aggregated with any other plan or plans
                        for purposes of satisfying sections 401(a)(4) or 410(b)
                        of the Code, then employer matching contributions and
                        employee post-tax contributions made under all such
                        plans shall be treated as having been made under a
                        single plan for purposes of this Section 4.6. However,
                        such plan can be aggregated with this Plan only if it
                        has the same Plan Year.



                                      -24-
<PAGE>   29

              (ii)   The Actual Contribution Percentage of any Highly
                     Compensated Eligible Employee shall include the
                     contributions of the family members of such Highly
                     Compensated Eligible Employee, in accordance with
                     regulations promulgated by the Secretary of the Treasury or
                     his delegate.

              (iii)  If the Plan Administrator determines that Employer Matching
                     Contributions in excess of the above limitation have been
                     contributed for the Highly Compensated Employee group of
                     Eligible Employees, the Plan Administrator shall reduce
                     such Excess Aggregate Contributions made for the Highly
                     Compensated Eligible Employees beginning with the highest
                     Employer Matching Percentage of such Highly Compensated
                     Eligible Employees until the applicable limitation
                     described paragraphs (a) and (b) above is met. Any Excess
                     Aggregate Contributions together with the applicable
                     portion of Income attributable to such Excess Aggregate
                     Contributions shall then be distributed to the applicable
                     Highly Compensated Employees by the end of the Plan Year
                     following the Plan Year for which such excess contributions
                     were made. Income on such Excess Aggregate Contributions
                     shall be determined and distributed in accordance with
                     Section 4.7. Notwithstanding the preceding sentence, if the
                     amount distributed herein and under such corresponding
                     paragraph of Section 4.5 is less than $100 for a Plan Year,
                     then such amount will be counted as income to the
                     Participant for that Plan Year.

       (c)    Timing of Contributions. For purposes of the above Actual
              Contribution Percentage test, an Employer Matching Contribution is
              taken into account in the Plan Year in which it is allocated to
              the Eligible Employee's Account under the terms of the Plan,
              provided that it is:

              (i)    actually paid to the Trust as soon as practicable following
                     the payroll period of withholding, but in no event later
                     than the end of the 12-month period immediately following
                     the Plan Year to which the contribution relates; and


                                      -25-
<PAGE>   30

              (ii)   made on account of the Eligible Employee's Employee
                     Contribution for that Plan Year.

       (d)    "Excess Aggregate Contributions" means with respect to any Plan
              Year, the aggregate amount of the Employer Matching Contributions
              that are treated as "elective contributions" under this Section
              taken into account for Highly Compensated Employees for such Plan
              Year which exceed the maximum amount of the Participating Employer
              Matching Contributions permitted for Highly Compensated Employees
              under this Section.

4.7    Income Attributable to Excess Aggregate Contributions and Excess
       Aggregate Deferrals.

       (a)    The Income attributable to a Participant's excess deferrals
              pursuant to Section 4.2(d) shall be determined by multiplying the
              Income for the Plan Year allocated to a Participant's Employee
              Contributions by a fraction, the numerator of which is the excess
              deferrals as determined pursuant to Section 4.2(d) for the Plan
              Year, and the denominator of which is equal to the sum of:

              (i)    the total account balance of the Participant attributable
                     to the Participant's Employee Contributions as of the
                     beginning of the Plan Year; plus

              (ii)   the Participant's Employee Contributions for the Plan Year.

       (b)    The Income attributable to a Participant's Excess Aggregate
              Deferrals pursuant to Section 4.5 shall be determined by
              multiplying the Income for the Plan Year allocable to a
              Participant's Elective Contributions by a fraction, the numerator
              of which is the Excess Aggregate Deferral as determined pursuant
              to Section 4.5 for the Plan Year, and the denominator of which is
              equal to the sum of:

              (i)    the total account balance of the Participant attributable
                     to the Participant's Employee Contributions as of the
                     beginning of the Plan Year; plus


                                      -26-
<PAGE>   31

              (ii)   the Participant's Employee Contributions for the Plan Year.

       (c)    The Income attributable to a Participant's Excess Aggregate
              Contributions pursuant to Section 4.6 shall be determined by
              multiplying the Income for the Plan Year allocable to a
              Participant's Employer Matching Contributions by a fraction, the
              numerator of which is the Excess Aggregate Contributions as
              determined pursuant to Section 4.6 for the Plan Year, and the
              denominator of which is equal to the sum of:

              (i)    the total account balance of the Participant attributable
                     to the Participant's Employer Matching Contributions as of
                     the beginning of the Plan Year; plus

              (ii)   the Participant's Employer Matching Contributions for the
                     Plan Year.

4.8    Combination Test for Employee Contributions and Employer Matching
       Contributions. The Aggregate Contribution Percentage for Highly
       Compensated Eligible Employees with respect to the total of all
       contributions taken into account in determining the Actual Deferral
       Percentage of Section 4.5 and the Actual Contribution Percentage of
       Section 4.6 cannot exceed the greater of (i) or (ii):

       (i)    The sum of:

              (a)    the greater of the Actual Deferral Percentage or the Actual
                     Contribution Percentage for non-highly compensated
                     employees multiplied by 1.25, plus

              (b)    the lesser of the Actual Deferral Percentage or Actual
                     Contribution Percentage for non-highly compensated
                     employees plus two percent (but not more than the lesser of
                     such percentages multiplied by 2).
              or

       (ii)   the sum of:

              (a)    the lesser of the Actual Deferral Percentage or the Actual
                     Contribution Percentage for non-highly compensated
                     employees multiplied by 1.25, plus


                                      -27-
<PAGE>   32

              (b)    the greater of the Actual Deferral Percentage or the Actual
                     Contribution Percentage for non-highly compensated
                     employees plus two percent (but not more than the lesser of
                     such percentages multiplied by 2).

       The Actual Deferral Percentage and the Actual Contribution Percentage
       determined under Sections 4.5 and 4.6 for any Highly Compensated Eligible
       Employee who is eligible to participate in more than one arrangement
       qualified under Code Sections 401(k) or 401(m) must be tested together.
       In addition, if any Highly Compensated Eligible Employee has deferrals to
       more than one plan of the Employer, those elective deferrals are combined
       and the total is used in determining the Actual Deferral Percentage.

4.9    Rollovers.

       (a)    A Participant may transfer to the Trust any distribution in the
              form of cash which constitutes an eligible rollover distribution
              within the meaning of Code Section 402(c)(4) from an Eligible
              Retirement Plan. The eligible rollover distribution may be made
              directly to the Trustee or transferred from a "conduit" Individual
              Retirement Arrangement ("IRA") described in Code Section 408(d)(3)
              established by the Participant upon his receipt of a distribution
              from an Eligible Retirement Plan provided the transfer from the
              conduit IRA is made no later than 60 days after the Participant
              received the eligible rollover distribution.

       (b)    All amounts rolled over to the Plan will be held in the
              Participant's Rollover Contribution Account for such Participant
              which shall be fully vested at all times.


                                      -28-
<PAGE>   33

                                    ARTICLE 5
                      ALLOCATIONS TO PARTICIPANTS' ACCOUNTS

5.1    Individual Accounts. The Plan Administrator shall create and maintain or
       cause to be created and maintained adequate records to disclose the
       interest in the Trust Fund of each Participant. Such records shall be in
       the form of individual Accounts, and credits and charges shall be made to
       such Accounts in the manner herein described. The maintenance of
       individual Accounts is for record keeping purposes only, and a
       segregation of the assets of the Trust Fund with respect to each Account
       shall neither be required nor permitted. Distributions and withdrawals
       made from an Account and transfers to and from an Account shall be
       charged to the Account as of the Valuation Date on which the amount of
       distribution, withdrawal or transfer is determined. Each individual
       having an Account under the Plan shall receive a statement of the Account
       from the Trustee or recordkeeper as appropriate, at least annually.

5.2    Account Adjustments. Participant Accounts shall be adjusted in accordance
       with the following:

       (a)    Income. The interest of a Participant in each Investment Fund
              shall be valued at fair market value and adjusted as of each
              Valuation Date to preserve such Participant's proportionate
              interest in such Fund or Funds. As of each Valuation Date, each
              such Fund or Funds shall be adjusted to reflect the effect of
              income collected and accrued, realized and unrealized profits and
              losses, expenses and all other transactions during the period
              between such Valuation Date and the last preceding Valuation Date
              with respect to such Fund or Funds.

       (b)    Employee Contributions. A Participant's Employee Contributions to
              the Plan shall be deemed to be allocated to a Participant's
              Employee Contribution Account as of the Valuation Date next
              following the date on which such contributions are delivered to
              the Trustee.


                                      -29-
<PAGE>   34

       (c)    Employer Matching Contributions. As soon as practicable after the
              end of the Plan Year, there shall be allocated to the
              Participant's Employer Matching Contribution Account the amount
              of the Employer's Matching Contribution percentage in accordance
              with Section 4.1(b)(i). All Employer contributions allocated under
              this Section 5.2(c) to the Participant's Employer Matching
              Contribution Account shall be deemed to have been made no later
              than the last day of the Plan Year in which the Employee
              Contributions were made, even if actually determined later.

       (d)    Employer Discretionary Contributions. The Employer Discretionary
              Contributions made pursuant to Section 4.1(b)(ii) shall be
              allocated to the Employer Discretionary Contribution Accounts of
              Participants. Such contributions shall be deemed to have been made
              no later than the last day of the Plan Year though actually
              determined thereafter and shall be credited to a Participant's
              Account as of the last day of the Plan Year.

5.3    Maximum Additions.

       (a)    For purposes of this Section, "Annual Additions" means the
              following amounts, if any, allocated to the Account of a
              Participant under this Plan, or allocated to his accounts under
              any other defined contribution plan maintained by the Employer:

              (i)    Employer contributions (including salary reduction
                     contributions under Code Section 401(k));

              (ii)   Voluntary after-tax contributions by such Participant;

              (iii)  Forfeitures; and

              (iv)   Amounts described in Code Sections 415(1)(1) and
                     419A(d)(2).


                                      -30-
<PAGE>   35

              For purposes of this Section, the term "Employer" shall also
              include an Affiliate, except that the definition of "Affiliate" in
              Section 2.2 shall be modified in accordance with Code Section
              415(h).

       (b)    Notwithstanding anything contained herein to the contrary, the
              total Annual Additions made to a Participant's Account for any
              Limitation Year shall not exceed the lesser of:

              (i)    the greater of $30,000 or one-fourth of the defined benefit
                     dollar limitation set forth in section 415(b)(1) of the
                     Code as in effect for the Limitation Year or

              (ii)   twenty-five percent (25%) of the Participant's Compensation
                     from the Employer for such Limitation Year.

              For purposes of this Section, Compensation means, with respect to
              a Participant, wages, within the meaning of Section 3401(a) of the
              Code, and all other payments of compensation paid to the
              Participant by the Employer (during the course of the Employer's
              trade or business) during a Plan Year for services rendered by him
              as an Employee for which the Employer is required to furnish him a
              written statement under Code Sections 6041(d), 6051(a)(3) and
              6052, determined without regard to any rules under Code Section
              3401(a) which limit the remuneration included in wages based upon
              the nature or location of the employment or the services
              performed, including any reimbursements or expense allowances, and
              to the extent taxable, fringe benefits (cash and noncash), moving
              expenses, and welfare benefits.

       (c)    If a Participant's Annual Additions for a Limitation Year exceed
              the limit stated in subsection (b), any Participant's Employee
              Contributions made pursuant to Section 4.1, which are in excess of
              the percentage of such Contributions that are subject to the
              Employer Matching Contribution designated for such Limitation
              Year, shall be reduced to the extent required to eliminate the
              excess.


                                      -31-
<PAGE>   36

       (d)    If after complying with the provisions of subsection (c) the
              Participant's Annual Additions still exceed the limit in
              subsection (b), any Employer Discretionary Contribution allocated
              to the Account of such Participant for such Limitation Year and,
              to the extent necessary, any Participant's Employee Contributions
              made pursuant to Section 4.1 not described in subsection (c), and
              any corresponding Employer Matching Contributions made pursuant to
              Section 4.2, shall be reduced to the extent required to eliminate
              such excess. For purposes of the preceding sentence, such
              Participant's Employer Matching Contributions shall be reduced
              only to the extent, if any, that the reduction of his Employee
              Contributions causes the level of such contributions to fall below
              6% of his Compensation (as defined in Section 2.8(a)).

       (e)    If the Participant is also a Participant in any defined benefit
              plan or plans maintained by the Employer, the sum of the defined
              benefit fraction and the defined contribution fraction as defined
              in subsections (f), (g), and (h) below shall not exceed 1.0. If
              there is an excess, appropriate adjustments shall be made to the
              Annual Additions of such Participant under this Plan in accordance
              with subsections (c) and (d) to the extent necessary so that the
              sum of such fractions shall not exceed 1.0.

       (f)    Defined Benefit Fraction: A fraction, the numerator of which is
              the sum of the Participant's Projected Annual Benefits under all
              the defined benefit plans (whether or not terminated) maintained
              by the Employer and the denominator of which is the lesser of 125
              percent of the dollar limitation in effect for the Plan Year under
              Section 415(b)(1)(A) of the Code or 140 percent of the
              Participant's Highest Average Compensation. Highest Average
              Compensation shall mean the average compensation (as defined in
              Section 1.415-2(d) of Treasury Regulations) for the three
              consecutive Years of Service with the Employer that produces the
              highest average.


                                      -32-
<PAGE>   37

       (g)    Projected Annual Benefit: The annual retirement benefit (adjusted
              to an actuarial equivalent straight life annuity if such benefit
              is expressed in a form other than a straight life annuity or
              qualified joint and survivor annuity) to which the Participant
              would be entitled under the terms of the Plan assuming:

              (i)    the Participant will continue employment until Normal
                     Retirement Age under the Plan (or current age, if later),
                     and

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

       (h)    Defined Contribution Fraction: A fraction, the numerator of which
              is the sum of the Annual Additions to the Participant's accounts,
              for the current and all prior Plan Years, under all the defined
              contribution plans (whether or not terminated) maintained by the
              Employer, (including the Annual Additions attributable to the
              Participant's nondeductible employee contributions to all other
              defined contribution plans, whether or not terminated, maintained
              by the Employer), and the denominator of which is the sum of
              Maximum Aggregate Amount for the current and all prior Plan Years
              of Service with the Employer (regardless of whether a defined
              contribution plan was maintained by the Employer). The Maximum
              Aggregate Amount in any Plan Year is the lesser of 125 percent of
              the dollar limitation in effect under Section 415(c)(1)(A) of the
              Code or 35 percent of the Participant's Compensation (as defined
              in Section 1.415-2(d) of Treasury Regulations) for such year.

5.4    No Rights Created by Allocation. Any allocation made and credited to the
       Account of a Participant under this Article shall not cause such
       Participant to have any right, title or interest in or to any assets of
       the Trust Fund except at the time or times, and under the terms and
       conditions, expressly provided in this Plan.


                                      -33-
<PAGE>   38

                                    ARTICLE 6
                                     VESTING

6.1    Vesting.

       (a)    A Participant shall at all times have a fully vested
              nonforfeitable interest in his Employee Contribution Account and
              Rollover Account, if any.

       (b)    A Participant shall become vested in his Employer Discretionary
              Contribution Account and his Employer Matching Contribution
              Account according to the following schedule:

<TABLE>
<CAPTION>
                  Years of Service                   Percentage Vested
                  ----------------                   -----------------
<S>                                                  <C>
                         1                                  20%
                         2                                  40%
                         3                                  60%
                         4                                  80%
                         5                                 100%
</TABLE>

6.2    Additional Vesting. Notwithstanding Section 6.1(b), a Participant shall
       become 100% vested in his Account without regard to his Years of Service
       if his employment is terminated at or after his Normal Retirement Date,
       or on account of his Disability or death.

6.3    Forfeitures. Upon a Participant's termination from service, if he is not
       fully vested in his Account, the non-vested portion shall be disposed of
       as follows:

       (a)    If the Participant receives a distribution of the entire vested
              portion of his Account, the nonvested portion of his Account shall
              thereupon become a forfeiture and shall be applied to reduce the
              Employer Contributions of the Employer for the Plan Year in which
              the forfeiture occurs (or for the first Plan Year thereafter for
              which there are such Employer Contributions, if there are no such
              contributions for the year in which such forfeiture occurs). If
              such Participant is re-employed by the Employer


                                      -34-
<PAGE>   39

              before incurring 5 consecutive One-Year Breaks in Service, the
              amount forfeited shall be reinstated, without adjustment for
              subsequent gains or losses, but only if he repays the full amount
              distributed to him by the Plan before the earlier of (i) 5 years
              after the first date on which he is subsequently re-employed by
              the Employer or (ii) the close of the period of 5 consecutive
              One-Year Breaks in Service commencing after the distribution. If
              such Participant has a zero vested interest in his Account, he
              shall be deemed to have received a distribution of the vested
              portion of his Account upon termination of his employment and if
              he should become re-employed by the Employer before incurring 5
              One-Year Breaks in Service, the amount forfeited shall be
              reinstated without adjustment for subsequent gains or losses.
              Amounts which are already forfeitures shall be used for purposes
              of restoring the forfeited portion of a Participant's Account, or
              if such forfeitures are insufficient the Employer shall make a
              special contribution to the Plan for this purpose.

       (b)    If the Participant does not receive a distribution of any part of
              the vested portion of his Account prior to the time he incurs the
              fifth of 5 consecutive One-Year Breaks in Service, the nonvested
              portion thereof shall become a forfeiture on the last day of the
              Plan Year on which such Participant incurs the fifth of 5
              consecutive One-Year Breaks in Service and shall be applied to
              reduce the Employer Contributions for the Plan Year in which the
              forfeiture occurs (or for the first Plan Year thereafter for which
              there are such Employer Contributions, if there are no such
              contributions for the year in which such forfeiture occurs).

       (c)    If the Participant does receive a distribution of part, but not
              all, of the vested portion of his Account prior to the time he
              incurs the fifth of 5 consecutive One-Year Breaks in Service, the
              nonvested portion thereof shall become a forfeiture on the last
              day of the Plan Year on which such Participant incurs the fifth of
              5 consecutive One-Year Breaks in Service and shall be applied to
              reduce the Employer Contributions of the Employer for the Plan
              Year in which the forfeiture occurs (or for the first Plan Year
              thereafter for which there are such Employer Contributions, if
              there are no such contributions for the year in which such


                                      -35-
<PAGE>   40

              forfeiture occurs). At any relevant time, such Participant's
              vested interest in his Account (other than the amount represented
              by his Employee Contribution Account and his Rollover Account, if
              any) shall be determined in accordance with the following formula:

                               X = P(AB + D)- D,

              where "X" is the vested interest at the relevant time, "P" is the
              vested percentage at the relevant time, "AB" is the Account
              balance (other than the amount represented by his Employee
              Contribution Account and his Rollover Account, if any) and "D" is
              the amount of the distribution.

6.4    One-Year Breaks in Service for Vesting Purposes. If a Participant incurs
       one or more consecutive One-Year Breaks in Service, then:

       (a)    Years of Service before such One-Year Breaks in Service shall not
              be taken into account until the Participant completes one Year of
              Service after his return;

       (b)    Years of Service prior to the One-Year Breaks in Service shall not
              be taken into account if the Participant has no vested right under
              the Plan and the number of consecutive One-Year Breaks in Service
              is greater than one and equals or exceeds the greater of (1) the
              aggregate number of his Years of Service (excluding Years of
              Service not required to be taken into account by reason of any
              prior One-Year Breaks in Service), or (2) five; and

       (c)    If a Participant incurs five or more consecutive One-Year Breaks
              in Service, Years of Service after such One-Year Breaks in Service
              shall not be taken into account in determining the nonforfeitable
              percentage of such Participant's benefit derived from Employer
              contributions which accrued before such One-Year Breaks in
              Service.


                                      -36-
<PAGE>   41

                                    ARTICLE 7
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

7.1    Determination of Benefits Upon Retirement. Any Participant may terminate
       his employment with the Employer and retire for the purposes hereof on
       his Early or Normal Retirement Date. However, a Participant may postpone
       the termination of his employment with the Employer to a later date, in
       which event his participation in the Plan shall continue until his
       retirement. As soon as practicable after the Valuation Date coincident
       with or next following a Participant's Retirement Date, the Trustee shall
       distribute all amounts credited to such Participant's Account in
       accordance with Section 7.5.

7.2    Determination of Benefits Upon Death.

       (a)    Upon the death of a Participant before his retirement Date or
              other termination of his employment, all amounts credited to such
              Participant's Account shall become fully vested without regard to
              his Years of Service. As soon as practicable after the Valuation
              Date coincident with or next following such death, the Plan
              Administrator shall direct the Trustee, in accordance with the
              provisions of Sections 7.6 and 7.7, to distribute the value of the
              deceased Participant's Account as of such Valuation Date to the
              Participant's Beneficiary.

       (b)    The Plan Administrator may require such proper proof of death and
              such evidence of the right of any person to receive payment of the
              value of the Account of a deceased Participant as the Plan
              Administrator may deem desirable. The Plan Administrator's
              determination of death and of the right of any person to receive
              payment shall be conclusive.

       (c)    The Beneficiary of the death benefit payable pursuant to this
              Section 7.2 shall be the Participant's Spouse; provided, however,
              the Participant may designate a Beneficiary other than his Spouse
              in the manner provided in Section 7.6.


                                      -37-
<PAGE>   42

7.3    Determination of Benefits Upon Disability. A Participant who is
       determined by the Plan Administrator to be Disabled while actively
       employed shall become fully vested without regard to his Years of
       Service. As soon as practicable after the Valuation Date coincident with
       or next following such determination, the Plan Administrator shall direct
       the Trustee, in accordance with the provisions of Sections 7.5 and 7.6 to
       distribute all amounts credited to such Participant's Account.

7.4    Determination of Benefits Upon Termination. The vested portion of the
       Account of a terminated Participant shall be distributed as soon as
       practicable following the date such Participant's employment with the
       Employer terminated, if the Participant's Account is less than $3,500.

       Notwithstanding the above, if a Participant's vested portion of his
       Account equals or exceeds $3,500, his Account shall not be distributed
       prior to his Normal Retirement Date without obtaining the Participant's
       consent to such distribution. If the value of a Participant's Account,
       determined at the time of a distribution to him, exceeds $3,500, then
       such value at any subsequent time shall be deemed to exceed $3,500.

7.5    Mode of Payment of Benefits. Any amount to which a Participant shall
       become entitled under this Article 7 shall be distributed in a lump sum
       in cash. The value of a Participant's Account shall be determined as of
       the Valuation Date coincident with or next following the Participant's
       date of termination, death or retirement or, if later, the date
       distribution is requested or consented to by such Participant or
       Beneficiary subject to the provisions of Section 7.8.

7.6    Designation of Beneficiary. Each Participant from time to time may
       designate any person or persons (who may be designated contingently or
       successively and who may be an entity other than a natural person) as
       Beneficiary or Beneficiaries to whom Plan benefits are to be paid if the
       Participant dies before receipt of all such benefits. Each Beneficiary
       designation shall be made on a form prescribed by the Plan Administrator
       and will be effective only when filed with the Plan Administrator during
       the Participant's lifetime. Each Beneficiary designation filed with the
       Plan Administrator will cancel all Beneficiary


                                      -38-
<PAGE>   43

       designations previously filed with the Plan Administrator by that
       Participant. The revocation of a Beneficiary designation, no matter how
       effected, shall not require the consent of any designated Beneficiary. If
       any Participant fails to designate a Beneficiary in the manner provided
       above, or if the designated Beneficiary dies or ceases to exist before
       such Participant's death or before complete distribution of the
       Participant's benefits, such Participant's benefits shall be paid in the
       following order of priority: first, to the Participant's Surviving
       Spouse, if any; second, to the Participant's surviving children, if any,
       in equal shares; third, to the estate of the last to die of such
       Participant and such designated Beneficiary or Beneficiaries.

       Notwithstanding the foregoing, the Surviving Spouse of a Participant
       shall be deemed to be the Participant's designated Beneficiary, and shall
       be entitled to receive any distribution in a lump sum on account of the
       Participant's death, unless the Participant designated a Beneficiary
       other than the Surviving Spouse, such Surviving Spouse consented in
       writing to the designation of such alternate Beneficiary, and the
       Spouse's consent acknowledged the effect of such designation and was
       witnessed by a notary public. The requirements of this paragraph may be
       waived if it is established to the satisfaction of the Plan Administrator
       that the consent could not be obtained because there is no Spouse,
       because the Spouse can not be located, or because of such other
       circumstances as may be prescribed by regulation.

7.7    Information Required from Beneficiary. If at, after or during the time
       when a benefit is payable to any Beneficiary, the Plan Administrator,
       upon request of the Trustee or at its own instance, delivers by
       registered or certified mail to the Beneficiary at the Beneficiary's last
       known address a written demand for the Beneficiary's then address, or for
       satisfactory evidence of the Beneficiary's continued life, or both, and,
       if the Beneficiary fails to furnish the information to the Plan
       Administrator within one year from the mailing of the demand, then the
       Plan Administrator shall distribute to the party next entitled thereto
       under Section 7.6 above as if the Beneficiary were then deceased.


                                      -39-
<PAGE>   44

7.8    Required Distributions. Notwithstanding any other provision of the Plan,

       (a)    In no event shall distribution of a Participant's Account be made
              later than the 60th day after the close of the Plan Year in which
              the latest of the following events occurs:

              (i)    the date on which the Participant attains age 65;

              (ii)   the 10th anniversary of the year in which the Participant
                     commenced participation in the Plan; or

              (iii)  the Participant's termination of service with the Employer.

       (b)    Notwithstanding subsection (a), the entire interest of each
              Participant in the Plan (1) shall be or begin to be distributed to
              such Participant not later than the April 1 of the calendar year
              following the calendar year in which the Participant attains age
              70 1/2. Notwithstanding the preceding sentence, in the case of any
              individual who has attained age 70 1/2 before January 1, 1988
              [other than a "5-percent owner" (as defined in Section 416(i) of
              the Code) at any time during (i) the Plan Year ending with or
              within the calendar year in which such owner attains age 66 1/2
              and (ii) any subsequent Plan Year], such individual's interest
              shall be distributed to him not later than the April 1 of the
              calendar year following the later of (1) the calendar year in
              which such individual attains age 70 1/2 or (2) (except for an
              individual who is such a "5-percent owner with respect to the
              calendar year in which he attains age 70 1/2) the calendar year in
              which such individual retires.

       (c)    Notwithstanding any other provision of this Plan, distributions
              from the Plan shall be made in accordance with Section 401(a)(9)
              of the Code and the regulations thereunder, including Proposed
              Regulation Section 1.401(a)(9)-2, and the provisions of the Plan
              reflecting Section 401(a)(9) and such regulations shall override
              any distribution options in the Plan inconsistent with Section
              401(a)(9) and such regulations.


                                      -40-
<PAGE>   45

7.9    Withholding of Income Tax.

       (a)    Notification of Withholding of Federal Income Tax. All
              Participants and Beneficiaries entitled to receive benefits under
              the Plan shall be notified of the Plan's obligation to withhold
              federal income tax from any benefits payable pursuant to the terms
              of the Plan. Such notice shall be in writing, be given at the
              times set forth in subsection (b) and contain the information set
              forth in subsection (c) of this Section.

       (b)    Time of Notice. The notice described in subsection (a) shall be
              provided not earlier than six months before such payment is to be
              made and not later than the time the Participant or Beneficiary
              files written claim for a Plan benefit with the Plan
              Administrator.

       (c)    Content of the Notice. The notice required by subsection (a)
              shall, at a minimum:

              (i)    with respect to any distribution which is an eligible
                     rollover distribution within the meaning of Code Section
                     3405(c)(3) (other than an eligible rollover distribution of
                     less than $200 which is exempt from withholding under
                     regulations prescribed by the Secretary of the Treasury),
                     advise the payee that there shall be withheld from such
                     distribution an amount equal to 20% thereof (or such other
                     amount as may from time to time be prescribed by the Code,
                     or the Secretary of the Treasury or his delegate), unless
                     the payee directs the Trustee to transfer such distribution
                     as a direct rollover to an Eligible Retirement Plan in
                     accordance with such procedures as the Trustee may
                     prescribe (a "transfer direction"),

              (ii)   with respect to any distribution which is not an eligible
                     rollover distribution within the meaning of Code Section
                     3405(c)(3):


                                      -41-
<PAGE>   46

                     (1)    advise the payee of his right to elect not to have
                            withholding apply to any payment or distribution and
                            explain the manner in which such election may be
                            made, and include or indicate the source of any
                            forms necessary to make the election;

                     (2)    advise the payee of his right to revoke such an
                            election at any time;

                     (3)    advise the payee that any election remains effective
                            until revoked;

                     (4)    advise the payee that penalties may be incurred
                            under the estimated tax payment rules if the payee's
                            payments of estimated tax are not adequate and
                            sufficient tax is not withheld from payments under
                            this Plan; and

                     (5)    advise the payee that the election not to have
                            federal income tax withheld from benefits is
                            prospective only and that any election made after a
                            payment or distribution to the payee is not an
                            election with respect to such payment or
                            distribution.

       (d)    Effective Date of Election. Any transfer direction, election or
              revocation of any election by a payee shall become effective
              immediately upon receipt by the Trustee of the transfer direction,
              election or revocation. Thereafter, the Trustee shall, unless
              otherwise provided by applicable law, regulation or other guidance
              by the Secretary of the Treasury or his delegate, withhold federal
              income tax in accordance or consistent with the instructions filed
              by the payee.

       (e)    Failure to Make Election.

              (i)    In the case of an eligible rollover distribution, if the
                     payee fails to provide the Trustee with a transfer
                     direction, the Trustee shall withhold an amount equal to
                     20% of the amount of the distribution (or such other amount
                     as may be from time to time prescribed by the Code, or the
                     Secretary of the Treasury or his delegate).


                                      -42-
<PAGE>   47

              (ii)   In the case of a distribution which is not an eligible
                     rollover distribution, if the payee fails to provide the
                     Trustee with a withholding certificate, the Trustee shall
                     withhold, in the case of a periodic distribution, the
                     amount which would be required to be withheld from such
                     payment if such payment were a payment of wages by an
                     employer to an employee for the appropriate payroll
                     period, determined as if the payee were a married person
                     claiming three withholding allowances. In the case of a
                     non-periodic distribution, 10% of the amount of the
                     distribution shall be withheld.

       (f)    Coordination with Internal Revenue Code and Regulations.
              Notwithstanding the foregoing, the Trustee shall discharge its
              withholding and notice obligations in accordance with the Code and
              regulations and such other guidance with respect thereto as may be
              promulgated from time to time by the Secretary of the Treasury or
              his delegate.

7.10   Direct Rollover

       (a)    With respect to any distribution of $200 or more described in
              Article 7 which constitutes an eligible rollover distribution
              within the meaning of Code Section 402(c)(4), the distributee
              thereof shall, in accordance with procedures established by the
              Trustee, be afforded the opportunity to direct that such
              distribution be transferred directly to the trustee of an Eligible
              Retirement Plan (a "direct rollover").

       (b)    Notwithstanding the foregoing, if the distributee elects to have
              his eligible rollover distribution paid in part to him or her and
              part as a direct rollover:

              (i)    the direct rollover must be in an amount of $500 or more;
                     and

              (ii)   a direct rollover to two or more eligible retirement plans
                     shall not be permitted.


                                      -43-
<PAGE>   48

       (c)    The Trustee shall, within a reasonable period of time prior to
              making an eligible rollover distribution from this Plan, provide a
              written explanation to the distributee of the direct rollover
              option described above, as well as the provisions under which such
              distribution will not be subject to tax if transferred to an
              Eligible Retirement Plan within 60 days after the date on which
              the distributee received the distribution.


                                      -44-
<PAGE>   49

                                    ARTICLE 8
                                   WITHDRAWALS

8.1    Permissible Withdrawals.

       (a)    Withdrawal from a Participant's Account may be made upon the
              Participant's attainment of age 59 1/2

       (b)    Upon demonstration of Financial Hardship, as defined in Section
              8.2 below, a Participant may withdraw his Rollover Account, if
              any, and his Employee Contributions (not including the earnings
              thereon) prior to his attainment of age 59 1/2 provided that the
              Participant has borrowed the maximum amount permitted under the
              Plan pursuant to Article 9.

8.2    Rules Governing Hardship Withdrawals. For purposes of this provision, a
       Financial Hardship withdrawal must be limited to the following
       circumstances:

       (a)    The Participant must have an immediate and heavy financial need
              for one of the following reasons:

              (i)    the purchase, construction, or reconstruction of the
                     Participant's primary residence, excluding mortgage
                     payments;

              (ii)   payment of the next 12 months post-secondary tuition and
                     related expenses for the Participant or his dependents;

              (iii)  payments necessary to prevent eviction from or mortgage
                     foreclosure on the Participant's primary residence; and

              (iv)   the Participant's or his dependent's medical expenses as
                     defined in Code Section 213(d) for which the Participant
                     does not have insurance.


                                      -45-
<PAGE>   50

       (b)    (i)    The withdrawal must not be in excess of the amount of the
                     immediate and heavy financial need of the Participant. The
                     amount of an immediate and heavy financial need may include
                     any amounts necessary to pay any federal, state, or local
                     income taxes or penalties reasonably anticipated to result
                     from the withdrawal.

              (ii)   The Participant must obtain all distributions, other than
                     hardship withdrawals, and all nontaxable (at the time of
                     the loan) loans currently available under all plans
                     maintained by the Employer or any Affiliate of the
                     Employer.

              (iii)  The Participant's elective contributions under this Plan
                     and ail other plans maintained by the Employer shall be
                     limited for the next taxable year to the applicable limit
                     under Section 402(g) of the Code for that year minus the
                     Participant's elective contributions for the year of the
                     Financial Hardship withdrawal.

              (iv)   The Participant's elective contributions to this Plan, or
                     any other tax-qualified or nonqualified plan of deferred
                     compensation maintained by the Employer shall be suspended
                     for at least 12 months after his or her receipt of the
                     Financial Hardship withdrawal. For this purpose, the phrase
                     "tax-qualified or nonqualified plans of deferred
                     compensation" includes a stock option, stock purchase, or
                     similar plan, or a cash or deferred arrangement that is
                     part of a cafeteria plan within the meaning of Section 125
                     of the Code. However, the phrase does not include a health
                     or welfare benefit plan, including one that is part of a
                     cafeteria plan within the meaning of Section 125 of the
                     Code.

       (c)    A Participant shall be permitted to make a hardship withdrawal
              only once during a Plan Year.


                                      -46-
<PAGE>   51

8.3    Procedures Governing Withdrawals Generally. Any withdrawal request shall
       be initiated with the Plan Administrator by utilizing the Benefits
       Information Line. Withdrawals shall be approved and processed as soon as
       administratively feasible after the Plan Administrator's receipt of the
       Participant's request.

       Withdrawals from the Plan under this Article 8 shall be in cash and shall
       be made as soon as practicable as determined by the Plan Administrator. A
       withdrawal shall be based on the Account balance as of the Valuation Date
       coincident with or next following receipt of the Participant's withdrawal
       request.


                                      -47-
<PAGE>   52

                                    ARTICLE 9
                                      LOANS

9.1    General Rule. A Participant shall be eligible to apply for a loan from
       the vested portion of his Account. Loans shall be made available to all
       Participants on a reasonably equivalent basis and shall not be made
       available to Participants who are Highly Compensated Employees in an
       amount greater than the amount made available to other persons.

9.2    Amount of Loan. Upon a Participant's application and the acceptance by
       the Plan Administrator, a Participant may borrow an amount as of any
       Valuation Date not in excess of the lesser of (i) 50% of the vested
       portion of his Account, or (ii) $50,000 (reduced by the excess, if any,
       of the highest outstanding balance of all other loans from the Plan
       during the one-year period ending on the day before the loan was made
       over the outstanding balance of loans from the Plan on the date on which
       such loan was made) determined as of the Valuation Date nearest the date
       on which the loan is approved. The minimum loan permissible will be
       $1,000; only one (1) loan per Plan Year will be granted; and no more than
       one (1) loan may be outstanding at any one time. In addition to such
       other rules and regulations as the Plan Administrator may adopt, all
       loans shall comply with the following terms and conditions:

       (a)    An application for a loan by a Participant shall be initiated with
              the Plan Administrator by utilizing the Benefits Information Line.

       (b)    The period of repayment for any loan shall be arrived at by mutual
              agreement between the Plan Administrator and, the borrower, but
              such period in no event shall exceed five (5) years, or fifteen
              (15) years if the loan is used to acquire the principal residence
              of a Participant. Repayment of principal and interest shall be
              made on a payroll deduction basis in at least level quarterly
              installments.


                                      -48-
<PAGE>   53

       (c)    Each loan shall be secured by no more than 50% of the borrower's
              nonforfeitable right, title and interest in and to the Trust Fund,
              supported by the borrower's collateral promissory note for the
              amount of the loan, including interest, payable to the order of
              the Trustee.

       (d)    Each loan, except a loan which is used to acquire the principal
              residence of a Participant, shall bear interest at a rate equal to
              the "prime rate" plus one as reported in The Wall Street Journal
              as of the time the loan is approved. Loans which are used to
              acquire the principal residence of a Participant shall bear
              interest at the prevailing rate charged by lenders for similar
              loans.

9.3    Separate Loan Account. If a Participant has a loan in accordance with
       this Article 9, a separate loan account shall be established as part of
       his Account under the Plan. That portion of the Participant's Account
       that has been loaned to him shall be considered a separate investment of
       the Trust Fund and shall not share in the investment gains or losses of
       the Trust Fund. Interest and principal repayments made by the Participant
       under the terms of the loan shall be credited to the Participant's
       Account. All repayments and interest shall be invested in accordance with
       the investment elections of the Participant in force at the time of the
       repayment.

9.4    Default on Loan. In the event of a default on the loan repayment for a
       period of 60 days, all payments on the loan shall be due and payable
       immediately. In such event, the Trustee may authorize, in the case of a
       Participant, the payment thereof from the Participant's present or future
       interest in the Plan, or, in the case of a terminated Participant,
       foreclosure of the security for the loan. In the case of a Participant
       who terminates employment, he may either (i) pay off the entire
       outstanding loan(s) within a period of 60 days following the date of
       termination, or (ii) default on the loan(s) repayment, in which case, the
       outstanding balance of such loan(s) shall be considered part of the
       distribution payable on account of the termination.


                                      -49-
<PAGE>   54


9.5    Loan to Party-in-Interest. A terminated Participant who is determined to
       be a party-in-interest (as defined in ERISA) shall be permitted to take
       or continue a loan in accordance with this Article 9 as if the terminated
       Participant were an active Participant to the extent that such loan will
       not cause the Plan to become disqualified under Section 401 (a) and
       related Sections of the Code, and further provided that a terminated
       Participant shall be required to provide adequate security for such loan,
       and such security may be the taking of collateral of no more than 50% of
       the terminated Participant's interest in his Account under the Plan or
       such other collateral that the Plan Administrator considers necessary to
       adequately secure such loan.


                                      -50-
<PAGE>   55

                                   ARTICLE 10
                        TRUST FUND AND INVESTMENT CHOICES

10.1   Exclusive Benefit of Employees and Beneficiaries. All contributions under
       this Plan shall be paid to the Trustee and deposited in the Trust Fund.
       All assets of the Trust Fund, including Income, shall be retained for the
       exclusive benefit of Participants and shall be used to pay benefits, or
       to pay administrative expenses of the Plan and Trust Fund to the extent
       not paid by the Employer in its sole discretion. The assets of the Trust
       Fund shall not revert to or inure to the benefit of the Employer.

10.2   Investment Directions by Participants.

       (a)    Each Participant shall direct that his Account be invested in one
              or more of the Investment Funds maintained by the Trustee, subject
              to such conditions that the Trustee or Plan Administrator may
              determine concerning minimum amounts or percentages for
              investment.

              Genuardi Super Markets, Inc., as Plan Administrator, hereby
              approves the investment of the assets of the Trust Fund in any one
              or more of the following types of investment funds:

              (i)    Aggressive Growth Fund;

              (ii)   Balanced Fund;

              (iii)  Growth and Income Fund;

              (iv)   Index Fund; and

              (v)    Investment Contract Fund.

       (b)    Investment directions given by a Participant shall be made by
              using the Benefits Information Line and shall continue in effect
              until changed by such Participant. Investment directions may be
              changed with regard to future and past contributions once each
              Calendar Quarter to be effective as soon as administratively
              possible and notice of the change shall be given in advance of
              such change, subject to such rules


                                      -51-
<PAGE>   56

              as the Plan Administrator in its discretion may impose. In the
              event a Participant does not make an election as to the investment
              of the contributions made on his behalf, then such contributions
              shall be invested in the Investment Fund elected for such purpose
              by the Plan Administrator.

       (c)    The Plan Administrator may, in its discretion, expand, modify or
              otherwise alter the funds available for investment vehicles under
              the Plan.


                                      -52-
<PAGE>   57

                                   ARTICLE 11
                                 ADMINISTRATION

11.1   Duties and Responsibilities of Fiduciaries. A fiduciary shall have only
       those specific powers, duties, responsibilities and obligations as
       specifically are given him under this Plan or the Trust.

       It is intended that each fiduciary shall be responsible for the proper
       exercise of his own powers, duties, responsibilities and obligations
       under this Plan and the Trust and generally shall not be responsible for
       any act or failure to act of another fiduciary. A fiduciary may serve in
       more than one fiduciary capacity with respect to the Plan.

11.2   Trust Administration.

       (a)    The Employer shall enter into a Trust Agreement with a Trustee for
              the purpose of holding the Trust Fund. The Trust Agreement shall
              provide, among other things, that all funds received by the
              Trustee thereunder shall be held, administered, invested (in its
              discretion or as directed by an investment adviser or advisers
              designated by the Plan Administrator) subject to Article 10 and
              distributed by the Trustee, and that no part of the corpus or
              income of the Fund held by the Trustee shall be used for, or
              diverted to, purposes other than for the exclusive benefit of
              Eligible Employees or their Beneficiaries except as permitted
              under Section 15.1. The Employer shall have the authority to
              remove such Trustee or any successor Trustee in writing to this
              effect. Any Trustee or any successor Trustee may resign and in
              this event the Trustee or successor Trustee shall notify the
              Employer in writing to this effect. Upon removal or resignation of
              a Trustee, the Employer shall appoint a successor Trustee.


                                      -53-
<PAGE>   58

              The Employer shall have authority to direct that there shall be
              more than one Trustee under the Trust Agreement and to determine
              the portion of the assets under the Trust Agreement to be held by
              each such Trustee. If such a direction is given, the Employer
              shall designate the additional Trustee or Trustees and each
              Trustee shall hold and invest and keep records with respect to the
              portion of such assets held by it.

              The Employer shall also have the authority to direct that any
              portion of the assets be invested as directed by a qualified
              investment advisor designated by the Employer.

       (b)    The Trustee may keep uninvested an amount of cash sufficient in
              its opinion to enable it to carry out the purposes of the Plan.

       (c)    The Employer may select a firm of independent public accountants
              to examine and report on the financial position and the results of
              operations of the Fund created under the Plan, at such times as it
              deems proper and/or necessary.

       (d)    The Trustee may, without written directions, pay from the Fund all
              reasonable and customary expenses incurred by the Trustee in the
              administration thereof, including, but without being limited to,
              all brokerage fees, taxes of any nature which may be imposed upon
              the Fund or upon any asset included therein or be required to pay
              with respect to the interest of any person therein, all handling
              expenses, and the reasonable fees and expenses of legal counsel,
              accountants and other agents employed by the Trustee. All
              disbursements shall be made out of the Fund only to the extent
              that it is sufficient thereof. The Employer may, in its sole
              discretion, reimburse the Fund for expenses charged against it by
              the Trustee.

       (e)    Any Trust Agreement(s) entered into pursuant to this Article 11
              shall form a part of this Plan.


                                      -54-
<PAGE>   59

11.3   Administration of the Plan.

       (a)    The Plan Administrator may delegate to any person or entity any of
              its powers or duties under the Plan. To the extent that the Plan
              Administrator delegates to any person or entity any of its powers
              or duties under the Plan, that delegate shall become responsible
              for administrative duties so delegated and references to the
              Employer or the Plan Administrator shall apply instead to the
              delegate.

       (b)    The Plan Administrator may adopt such rules as it deems necessary,
              desirable, or appropriate. All rules and decisions of the Plan
              Administrator shall be applied uniformly and consistently to all
              Participants in similar circumstances. When making a determination
              or calculation, the Plan Administrator shall be entitled to rely
              upon information furnished by a Participant, the Employer, the
              legal counsel of the Employer, or the Trustee.

              Except as herein otherwise expressly provided, the Plan
              Administrator shall have the full and final discretion as to all
              issues concerning Plan interpretation, eligibility for benefits
              under the Plan, disputed questions of fact, and the administration
              of the Plan, and such determinations shall be conclusive and
              binding upon the Employer, Participants and all other persons
              having any interest under the Plan, and shall be entitled to the
              maximum deference permitted by law.

       (c)    Instructions of the Plan Administrator to the Trustee shall be in
              writing. All decisions and determinations of the Plan
              Administrator shall be recorded, and all such records, together
              with such other documents as are required for the administration
              of the Plan, shall be preserved. The Plan Administrator shall
              serve without compensation from the Fund. The delegates of the
              Plan Administrator shall be entitled to reimbursement for
              reasonable and proper expenses incurred in the performance of
              their duties to be paid by the Plan Administrator, or, if
              authorized by the Plan Administrator, to be paid from the Fund.


                                      -55-
<PAGE>   60

       (d)    The Plan Administrator shall maintain records which show the
              fiscal transactions of the Plan, and shall keep in convenient form
              such data as may be necessary for valuations of the assets and
              liabilities of the Plan. The Plan Administrator shall make or
              cause to be made valuation of the Trust as of each Valuation Date.

11.4   Claims Procedure.

       (a)    Filing of Claim. Any Participant or Beneficiary under the Plan
              ("Claimant") may file written claim for a Plan benefit with the
              Plan Administrator.

       (b)    Notification on Denial of Claim. In the event of a denial or
              limitation of any benefit or payment due to or requested by any
              Claimant, the Claimant shall be given a written notification
              containing specific reasons for the denial or limitation of his
              benefit. The written notification shall contain specific reference
              to the pertinent Plan provisions on which the denial or limitation
              of benefits is based. In addition, it shall contain a description
              of any additional material or information necessary for the
              Claimant to perfect a claim and an explanation of why such
              material or information is necessary. Further, the notification
              shall provide appropriate information as to the steps to be taken
              if the Claimant wishes to submit the claim for review. This
              written notification shall be given to a Claimant within 90 days
              after receipt of the claim by the Plan Administrator unless
              special circumstances require an extension of time to process the
              claim. If such an extension of time for processing is required,
              written notice of a extension shall be furnished to the Claimant
              prior to the termination of said 90-day period and such notice
              shall indicate the special circumstances which make the
              postponement appropriate.

       (c)    Right of Review. The Claimant whose claim has been denied shall
              file with the Plan Administrator a notice of desire to appeal the
              denial. Such notice shall be filed within 60 days of notification
              by the Plan Administrator of claim denial, shall be made in
              writing, and shall set forth all of the facts upon which the
              appeal is based. The Plan Administrator shall not be obligated to
              consider an appeal that is not timely filed.


                                      -56-
<PAGE>   61

              The Plan Administrator shall, within 30 days of receipt of the
              Claimant's notice of appeal, establish a hearing date on which the
              Claimant may make an oral presentation to the Plan Administrator
              in support of his appeal. The Claimant shall be given not less
              than 10 days notice of the date set for the hearing.

       (d)    Decision on Review.

              (i)    The Plan Administrator shall consider the merits of the
                     Claimant's written and oral presentations, the merits of
                     any facts or evidence in support of the denial of benefits,
                     and such other facts and circumstances as the Plan
                     Administrator may deem relevant. If the Claimant elects not
                     to make an oral presentation, such election shall not be
                     deemed adverse to the Claimant's interest, and the Plan
                     Administrator shall proceed as set forth below as though an
                     oral presentation of the contents of the Claimant's written
                     presentation had been made.

              (ii)   A decision shall be rendered by the Plan Administrator
                     within 60 days after the hearing or the receipt of the
                     Claimant's written presentation, provided that where
                     special circumstances require an extension of time for
                     processing the decision, it may be postponed on written
                     notice to the Claimant (prior to the expiration of the
                     initial 60-day period), for an additional 60 days, but in
                     no event shall the decision be rendered more than 120 days
                     after the hearing or the receipt of such written
                     presentation.

              (iii)  Any decision by the Plan Administrator shall be furnished
                     to the Claimant in writing and in a manner calculated to be
                     understood by the Claimant and shall set forth the specific
                     reason(s) for the decision and the specific Plan
                     provision(s) on which the decision is based.

11.5   Records and Reports. The Plan Administrator shall exercise such authority
       and responsibility as it deems appropriate in order to comply with ERISA
       and governmental regulations issued thereunder relating to (a) records of
       Participants' eligibility computation


                                      -57-
<PAGE>   62

       periods in which 1,000 Hours of Service were credited (where necessary)
       and Account balances; (b) notifications to Participants; and (c) annual
       reports and registration with the Internal Revenue Service.

11.6   Other Powers and Duties of the Plan Administrator. The Plan Administrator
       shall have such duties and powers as may be necessary to discharge its
       duties hereunder, including, but not limited by, the following:

       (a)    In its complete discretion, but subject at all times to the
              provisions of the Plan, to construe and interpret the Plan, decide
              all questions of eligibility and determine the amount, manner and
              time of payment of any benefits thereunder;

       (b)    To prescribe procedures to be followed by Participants or
              Beneficiaries filing applications for benefits;

       (c)    To prepare and distribute information explaining the Plan;

       (d)    To receive from the Employer and Participants such information as
              shall be necessary for the proper administration of the Plan;

       (e)    To furnish the Employer, upon request, such annual reports with
              respect to the administration of the Plan as are reasonable and
              appropriate;

       (f)    To receive, review and keep on file (as it deems convenient or
              proper) reports of the financial condition, and of the receipts
              and disbursements, of the Trust Fund from the Trustees;

       (g)    To appoint or employ advisors including legal and actuarial
              counsel to render advice with regard to any responsibility of the
              Plan Administrator under the Plan or to assist in the
              administration of the Plan;


                                      -58-
<PAGE>   63

       (h)    To review and approve loan applications submitted by Participants
              in accordance with Section 9.1;

       (i)    To determine whether or not a Participant's request for a hardship
              withdrawal or loan meets the requirements of Section 8.2; and

       (j)    To determine the qualified status of a domestic relations order,
              and any disputes concerning such determination shall be subject to
              the claims procedure under Section 11.4.

       The Plan Administrator shall have no power to add to, subtract from or
       modify any of the terms of the Plan, to change or add to any benefits
       provided by the Plan, or to waive or fail to apply any requirements of
       eligibility for a benefit under the Plan.

11.7   Authorization of Benefit Payments. The Plan Administrator shall issue
       proper directions to the Trustee concerning all benefits which are to be
       paid from the Trust Fund pursuant to the provisions of the Plan.

11.8   Application and Forms for Benefits. The Plan Administrator may require a
       Participant or Beneficiary to complete and file with it an application
       for a benefit, and to furnish all pertinent information requested by it.
       The Plan Administrator may rely upon all such information so furnished to
       it, including the Participant's or Beneficiary's current mailing address.

11.9   Facility of Payment. Whenever, in the Plan Administrator's opinion, a
       person entitled to receive any payment or installment of a benefit
       hereunder is under a legal disability or is incapacitated in any way so
       as to be unable to receive his benefits, the Plan Administrator may
       direct the Trustee to make payments to such person, or to the legal
       representative, or relative or friend of such person, as selected by the
       Plan Administrator, for that person's benefit, or it may direct the
       Trustee to apply the payment for the benefit of such person in such
       manner as the Plan Administrator considers advisable. Such payments
       shall, to the extent thereof, discharge all liability of the Employer,
       the Plan Administrator, the Trustee


                                      -59-
<PAGE>   64

       and the Trust Fund.

11.10  Indemnification. The Employer shall indemnify and hold harmless each
       fiduciary of the Plan (other than an institutional fiduciary) from and
       against (a) any and all past, present or future losses, claims, damages,
       expenses or liabilities, including without limitation court costs,
       judgments, fines, penalties, excise taxes, and reasonable fees and
       disbursements of attorneys and other advisors (collectively, the
       "Losses") incurred by such a fiduciary, or to which such a fiduciary may
       be subject (by way of judgment or settlement) in connection with any
       claims, demands, actions, proceedings or suits of any kind or nature
       whatsoever, whether civil, criminal or administrative or investigative,
       under any statute or common law or otherwise, insofar as such Losses
       arise out of, or are based or related directly or indirectly upon, any
       act or failure to act by him as a fiduciary of the Plan, except to the
       extent any Losses are found, in a final judgment by a court of competent
       jurisdiction, from which no appeal can be taken, to have resulted in
       whole or in part from his gross negligence or wilful misconduct; and (b)
       any and all reasonable costs and expenses incurred by such a fiduciary in
       the enforcement of this Section 11.10, including without limitation
       reasonable attorneys' fees and disbursements.


                                      -60-
<PAGE>   65

                                   ARTICLE 12
                                  MISCELLANEOUS

12.1   Nonguarantee of Employment. Nothing contained in this Plan shall be
       construed as a contract of employment between the Employer and any
       Employee, or as a right of any Employee to be continued in the employment
       of the Employer, or as a limitation of the right of the Employer to
       discharge any of its Employees, with or without cause.

       Neither the establishment of the Plan, nor any modification thereof, nor
       the creation of the Fund, Trust or Accounts, nor the payment of any
       benefits shall be construed as giving any Participant or Employee of the
       Employer or any person whomsoever, any legal or equitable right against
       the Employer, the Trustee, or the Plan Administrator, unless such right
       shall be specifically provided for in the Trust or the Plan or conferred
       by affirmative action of the Plan Administrator or is in accordance with
       the terms and provisions of the Plan.

12.2   Rights to Trust Assets. No Participant or Beneficiary shall have any
       right to, or interest in, any assets of the Trust Fund upon termination
       of employment or otherwise, except as provided from time to time under
       this Plan, and then only to the extent of the benefits payable under the
       Plan to such Participant out of the assets of the Trust Fund. All
       payments of benefits as provided for in this Plan shall be made solely
       out of the assets of the Trust Fund.

12.3   Nonalienation of Benefits. Except as provided under Article 9, benefits
       payable under this Plan shall not be subject in any manner to
       anticipation, alienation, sale, transfer, assignment, pledge,
       encumbrance, charge, garnishment, execution, or levy of any kind, either
       voluntary or involuntary, prior to actually being received by the person
       entitled to the benefit under the terms of the Plan, except as may be
       required under a qualified domestic relations order as defined in Section
       414(p) of the Code (which is submitted to the Plan Administrator and
       determined to be a qualified domestic relations order at least 30 days
       prior to the date of any payment to be affected thereby); any attempt to
       anticipate, alienate, sell, transfer, assign, pledge, charge or otherwise
       dispose of any right to benefits payable hereunder shall be void. The
       Trust Fund shall not in any manner be liable for, or


                                      -61-
<PAGE>   66

       subject to, the debts, contracts, liabilities, engagements or torts of
       any person entitled to benefits hereunder.

12.4   Discontinuance of Employer Contributions. In the event of the complete
       discontinuance of contributions described in Article 4, the Accounts of
       all Participants shall, as of the date of such discontinuance, become
       fully vested and nonforfeitable.

12.5   Merger or Consolidation of Corporations. If any persons become Employees
       of the Employer as the result of merger or consolidation of corporations
       or as the result of the acquisition of all or part of the assets or
       business of another corporation, the Employer shall determine to what
       extent, if any, previous service with such corporation shall be
       recognized as service for purposes of eligibility in the Plan, provided
       that any such determination shall be in compliance with ERISA and the
       Code, and subject to the continued qualification of the Trust for the
       Plan as tax exempt under the Code.

12.6   Inability to Locate Payee. Each person entitled to receive benefits under
       the Plan shall be responsible for informing the Plan Administrator of his
       mailing address for purposes of receiving such benefits. If the Plan
       Administrator is unable to locate any person entitled to receive benefits
       under the Plan with a reasonable effort for a period of no more than
       twelve months, such benefits shall be forfeited. Notwithstanding the
       preceding sentence, such benefits shall thereafter be restored and
       distributed when a legitimate claim proven to be satisfactory to the Plan
       Administrator is submitted to the Plan Administrator.

12.7   Governing Law. This Plan and any amendments thereto shall be construed
       according to ERISA and the Code and, where not preempted by ERISA, the
       laws of the Commonwealth of Pennsylvania.

12.8   Construction. Where the context admits, feminine or neuter pronouns shall
       be substituted for those in the masculine form. References to the
       singular where appearing in the Plan, shall be deemed to include the
       plural, unless the context clearly indicates to the contrary. Titles of
       Articles and Sections are inserted for convenience and shall not affect
       the meaning or construction of the Plan.


                                      -62-
<PAGE>   67

                                   ARTICLE 13
                        AMENDMENTS AND ACTION BY EMPLOYER

13.1   Amendments Generally. The Employer reserves the right to make from time
       to time any amendment or amendments to this Plan or related Trust
       Agreement, through action of the Board of Directors, which do not cause
       any part of the Trust Fund to be used for, or diverted to, any purpose
       other than the exclusive benefit of Participants and their Beneficiaries;
       provided, however, that the Employer may make any amendment it determines
       necessary or desirable, with or without retroactive effect, to comply
       with ERISA. No amendment to the Plan shall decrease a Participant's
       Account balance or eliminate an optional form of distribution except as
       may be permitted by the Code or ERISA.

13.2   Amendments to Vesting Schedule. Any amendment to the Plan under which
       Participants' future vesting rights are changed to the contrary
       notwithstanding, there shall be deemed to be included in such amendment
       the following terms:

       (a)    The vested percentage of a Participant in the Participant's
              Account derived from Employer contributions made for Plan Years
              ending with or within the later of the date such amendment is
              adopted or the date such amendment becomes effective shall not be
              reduced; and

       (b)    Each Participant having not less than 3 Years of Service at the
              later of the date such amendment is adopted or the date such
              amendment becomes effective shall be permitted to elect to have
              future vested percentages computed under the Plan without regard
              to such amendment. Such election must be made on a form prescribed
              by the Plan Administrator for such purposes and within 60 days
              from the later of (i) the date the amendment is adopted, (ii) the
              date the amendment becomes effective, or (iii) the date the
              Participant is issued written notice of such amendment by the Plan
              Administrator or by the Employer. Any Participant who makes such
              an election may revoke it by filing written notice of such
              revocation with the Plan Administrator.


                                      -63-
<PAGE>   68

                                   ARTICLE 14
             SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS

14.1   Successor Employer. In the event of the dissolution, merger,
       consolidation or reorganization of the Employer, provisions may be made
       by which the Plan, the Trust Fund and the Trust Agreement will be
       continued by the successor; in that event, such successor shall be
       substituted for the Employer under the Plan. The substitution of the
       successor shall constitute an assumption of Plan liabilities by the
       successor, and the successor shall have all of the powers, duties and
       responsibilities of the Employer under the Plan.

14.2   Plan Assets. There shall be no merger or consolidation of the Plan with,
       or transfer of assets or liabilities of the Trust Fund to, any other plan
       of deferred compensation maintained or to be established for the benefit
       of all or some of the Participants of the Plan, unless, if under either
       this Plan or the other plan then terminated, each Participant would
       receive a benefit immediately after the merger, consolidation or transfer
       which would be equal to or greater than the benefit the Participant would
       have been entitled to receive immediately before the merger,
       consolidation or transfer (if this Plan had then terminated), and unless
       a duly adopted resolution of the Board of Directors of the Employer
       authorizes such merger, consolidation or transfer of assets.


                                      -64-
<PAGE>   69

                                   ARTICLE 15
                               PLAN TERMINATION.

15.1   Right to Terminate. While it is the Employer's intention to continue the
       Plan indefinitely in operation, the right is expressly reserved to
       terminate the Plan in whole or in part in the event of unforeseen
       conditions. Any such termination shall be effected only upon conditions
       that such action is taken under the Trust Agreement as shall render it
       impossible for any part of the corpus of the Fund or the income therefore
       to be used for, or diverted to, purposes other than for the exclusive
       benefit of the Participants and their Beneficiaries except for the
       payment of reasonable Plan administrative expenses.

15.2   Liquidation of the Trust Fund. If the Plan is to be terminated or
       partially terminated at any time the Employer shall give written notice
       to the Trustee that the Plan is to be terminated or partially terminated
       and the date of the termination or partial termination. The Trustee shall
       thereupon revalue the assets of the Fund and the individual Accounts of
       the Participants as of the date of termination or partial termination,
       and, after discharging and satisfying any obligations of the Plan, shall
       allocate all unallocated assets to the Accounts of the Participants at
       the date of such termination. All affected individual Accounts shall be
       fully vested upon termination, and shall not thereafter be subject to
       forfeiture in whole or in part. The Plan Administrator in its sole
       discretion, shall instruct the Trustee either (1) to pay over to each
       Participant, in accordance with Article 7, the net value of his Account
       or (2) to continue to manage and administer the assets of the Trust for
       the benefit of the Participants to whom distributions will be made in
       later periods in the manner provided in Article 7.

15.3   Manner of Distribution. To the extent that no discrimination in value
       results, any distribution after termination of the Plan may be made, in
       whole or in part, in cash, in securities or other assets in kind, as the
       Plan Administrator may determine. All non-cash distributions shall be
       valued at fair market value as of date of distribution.


                                      -65-
<PAGE>   70
                                   ARTICLE 16
                        DETERMINATION OF TOP-HEAVY STATUS

16.1   General. Notwithstanding any other provision of the Plan to the contrary,
       for any Plan Year in which the Plan is a Top-Heavy Plan or a Super
       Top-Heavy Plan, as defined below, the provisions of this Article shall
       apply. The provisions of this Article shall have effect only to the
       extent required under Section 416 of the Code and the regulations
       thereunder.

16.2   Top-Heavy Plan.

       (a)    This Plan shall be Top-Heavy and an Aggregation Group shall be a
              Top-Heavy Group if, as of the Determination Date for such Plan
              Year, the sum of the cumulative accrued benefits and cumulative
              accounts of Key Employees for the Plan Year exceeds 60% of the
              aggregate of all the cumulative accrued benefits and cumulative
              accounts. Notwithstanding the preceding sentence, if any
              individual (i) is not a Key Employee but was a Key Employee in a
              prior Plan Year, or (ii) has not been credited with at least one
              Hour of Service with the Employer at any time during the Plan Year
              containing the Determination Date and the four preceding Plan
              Years, any cumulative accrued benefits or cumulative accounts of,
              or distribution to, such individual shall not be taken into
              account.

       (b)    If the Plan is not included in a Required Aggregation Group with
              other plans, then it shall be Top-Heavy only if (i) when
              considered by itself it is a Top-Heavy Plan, and (ii) it is not
              included in a Permissive Aggregation Group that is not a Top-Heavy
              Group.

       (c)    If the Plan is included in a Required Aggregation Group with other
              plans, it shall be Top-Heavy only if the Required Aggregation
              Group, including any permissively aggregated plans, is Top-Heavy.


                                      -66-

<PAGE>   71

       (d)    Solely for the purpose of determining if the Plan, or any other
              plan included in a Required Aggregation Group of which this Plan
              may become a part, is Top-Heavy, the cumulative accrued benefit of
              an Employee other than a Key Employee shall be determined under
              the method, if any that uniformly applies for accrual purposes
              under all plans maintained by the Employer, or if there is no such
              method, as if such benefit accrued not more rapidly than the
              slowest accrual rate permitted under the fractional rules of
              Section 411(b)(1)(C) of the Code.

16.3   Super Top-Heavy Plan. This Plan shall be a Super Top-Heavy Plan if it
       would be a Top-Heavy Plan under Section 16.2, but substituting 90% for
       60%.

16.4   Cumulative Accrued Benefits and Cumulative Accounts. The determination of
       the cumulative accrued benefits and cumulative accounts under the Plan
       shall be made in accordance with Section 416 of the Code and the
       regulations thereunder.

16.5   Definitions.

       (a)    "Aggregation Group" means either a Required Aggregation Group or a
              Permissive Aggregation Group.

       (b)    "Determination Date" means, with respect to any Plan Year, the
              last day of the preceding Plan Year, or in the case of the first
              Plan Year of any plan, the last day of such Plan Year, or such
              other date as permitted by the Secretary of the Treasury or his
              delegate.

       (c)    "Employer" means the Employer that adopts this Plan and all
              members of a controlled group of corporations (as defined in
              Section 414(b) of the Code), all commonly controlled trades or
              businesses (as defined in Section 414(c) of the Code) or
              affiliated service groups (as defined in Section 414(m) of the
              Code) of which the Employer is a part.


                                      -67-
<PAGE>   72

       (d)    "Key Employee" means those individuals described in Section
              416(i)(1) of the Code and the regulations thereunder.

       (e)    "Non-Key Employee" means those individuals who are not Key
              Employees and includes former Key Employees.

       (f)    "Permissive Aggregation Group" means a Required Aggregation Group
              plus any other plans selected by the Employer, provided that all
              such plans when considered together satisfy the requirements of
              Code Sections 401(a)(4) and 410.

       (g)    "Required Aggregation Group" means a plan maintained by the
              Employer in which a Key Employee is a participant or which enables
              any plan in which a Key Employee is a member to meet the
              requirements of Code Sections 401(a)(4) and Section 410.

16.6   Minimum Contributions. For each Plan Year in which the Plan is Top-Heavy
       or Super Top-Heavy, minimum Employer contributions for a Participant who
       is a Non-Key Employee shall be required to be made on behalf of each
       Participant who is employed by the Employer on the last day of the Plan
       Year. The amount of the minimum contribution shall be the lesser of the
       following percentages of Compensation (as defined in Section 415 of the
       Code and regulations thereunder):

       (a)    three percent, or

       (b)    the highest percentage at which Employee Contributions, and
              Employer Contributions are made under the Plan for the Plan Year
              on behalf of any Key Employee.

              (i)    For purposes of paragraph (b), all defined contribution
                     plans included in a Required Aggregation Group shall be
                     treated as one plan.


                                      -68-
<PAGE>   73

              (ii)   This paragraph (b) shall not apply if the Plan is included
                     in a Required Aggregation Group and the Plan enables a
                     defined benefit plan included in the Required Aggregation
                     Group to meet the requirements of Sections 401(a)(4) and
                     410 of the Code.

       Employee Contributions shall not be used to satisfy any minimum Employer
       contribution required pursuant to this Section.

       This Section shall not apply to the extent a Participant who is a Non-Key
       Employee is covered by any other qualified plan(s) of the Employer and
       the Employer has provided that the minimum contribution requirements
       applicable to this Plan will be satisfied by such other plan(s).

16.7   Defined Benefit and Defined Contribution Plan Fractions. For any Plan
       Year in which the Plan is Super Top Heavy, or for any Plan Year in which
       the Plan is Top-Heavy and the additional minimum contributions or
       benefits required under Section 416(h) of the Code are not provided, the
       dollar limitations in the denominator of the Defined Benefit Plan
       Fraction and Defined Contribution Plan Fraction as defined in Sections
       5.3(f) and 5.3(h) shall be multiplied by 100 percent rather than 125
       percent. If the application of the provisions of this Section 16.7 would
       cause the sum of the Defined Benefit Plan Fraction and the Defined
       Contribution Plan Fraction to exceed 1.0 for any Limitation Year, then
       the application of this Section 16.7 shall be suspended as to such
       Participant until such time as the sum of such fractions no longer
       exceeds 1.0. During the period of such suspension, there shall be no
       benefit accruals for such Participant under any defined benefit plan of
       the Employer. If following the cessation of benefit accruals, the
       Participant still exceeds 1.0, then no Employer Contributions or
       forfeitures will be allocated to such Participant under this Plan or
       under other defined contribution plan of the Employer.


                                      -69-
<PAGE>   74
       IN WITNESS WHEREOF, the undersigned Genuardi Super Markets, Inc., based
upon action by the Board of Directors, has executed this Plan this 18 day of
August 1994.

ATTEST                                       GENUARDI SUPER MARKETS, INC.


/s/ [ILLEGIBLE]                        By:  /s/ [ILLEGIBLE]
--------------------------------           -------------------------------------


                                        Its:  Vice President of Finance
                                            ------------------------------------


                                      -70-
<PAGE>   75

                                 AMENDMENT NO. I
                                     TO THE
                          GENUARDI SUPER MARKETS, INC.
                             RETIREMENT SAVINGS PLAN

       The Genuardi Super Markets, Inc. Retirement Savings Plan (the "Plan") is
hereby amended in the following particulars, effective January 1, 1995:

Subsection 7.8(b) is amended to read as follows:

       (b)    Notwithstanding subsection (a), the entire interest of each
              Participant in the Plan (1) shall be or begin to be distributed to
              such Participant not later than the April 1 of the calendar year
              following the calendar year in which the Participant attains age
              70 1/2. Notwithstanding the preceding sentence, in the case of any
              individual who has attained age 70 1/2 before January 1, 1988
              [other than a "5-percent owner" (as defined in Section 416(i) of
              the Code) at any time during (i) the Plan Year ending with or
              within the calendar year in which such owner attains age 66 1/2
              and (ii) any subsequent Plan Year], such individual's interest
              shall be distributed to him not later than the April 1 of the
              calendar year following the later of (1) the calendar year in
              which such individual attains age 70 1/2 or (2) (except for an
              individual who is such a "5-percent owner with respect to the
              calendar year in which he attains age 70 1/2) the calendar year in
              which such individual retires. If the Participant has separated
              from employment, the foregoing distribution shall be made in a
              single lump sum. If the Participant remains an active Employee,
              the amount of the distribution shall be at least equal to the
              minimum distribution required in accordance with Code Section
              401(a)(9) and the regulations thereunder (the "minimum
              distribution"). If the Participant remains employed and continues
              to participate in the Plan following his minimum distribution
              relating to the Plan Year in which he attained age 70 1/2, there
              shall be distributed, prior to the end of each subsequent Plan
              Year during which the Participant remains employed, a further
              distribution which is at least equal to that year's required
              minimum distribution. The Plan Administrator shall be empowered to
              implement procedures, which shall be applied uniformly to
              Participants similarly situated, with respect to the options
              available to Participants for the calculation of the minimum
              distribution.


                                       1
<PAGE>   76

       IN WITNESS WHEREOF, Genuardi Super Markets, Inc. has caused this
Amendment No. 1 to be executed this 17th day of November, 1995.


ATTEST:                                    GENUARDI SUPER MARKETS, INC.


/s/ JOSEPH A. GENUARDI, JR.             By:  /s/ CHARLES A. GENUARDI
--------------------------------           -------------------------------------


                                        Its:  President
                                            ------------------------------------


                                       2
<PAGE>   77

                             AMENDMENT NO. 2 TO THE
                         GENUARDI'S SUPER MARKETS, INC.
                             RETIREMENT SAVINGS PLAN

Pursuant to the authority vested in the Board of Directors by Section 13.1 of
the Genuardi's Super Markets, Inc. Retirement Savings Plan (the "Plan"), the
Plan is hereby amended in the following particulars:

1.     Section 2.19 is hereby amended with the addition of the following
       sentence thereto:

       The term Employer shall also include any Affiliate which adopts this Plan
       with the consent of the Board. For purposes of this definition,
       Genuardi's Family Markets, L.P. shall be deemed to be an Affiliate which
       adopted this Plan with the consent of the Board.

2.     Section 2.46 is hereby amended with the addition of the following:

       Service with Zagara's of New Jersey, Inc. shall be counted as Years of
       Service under this Plan.

3.     Effective January 1, 1998, section 3.1 is hereby amended with the
       addition of a new subsection (c) as follows:

       (c)    Each Employee who was employed by Zagara's of New Jersey, Inc. as
              of December 31, 1997 shall become a Participant in the Plan on the
              Entry Date coincident with or next following the date on which the
              Employee meets the requirements set forth in Section 3.1 (b)
              above. For purposes of this requirement, the definition of Hours
              of Service shall include service with Zagara's of New Jersey, Inc.

4.     Effective January 1, 1997, Section 4.1(b)(i) is hereby amended with the
       addition of the following paragraph:

       Notwithstanding the foregoing, for the 1997 Plan Year only, the Employer
       shall make an Employer Matching Contribution equal to 100% of the first
       2% of the Employee Contribution made to the Plan by a Participant, during
       the remaining portion of the Plan Year after the Entry Date in which the
       Participant first become eligible to participate in the Plan, following
       the completion of the requirements of Section 3.1.

5.     Effective January 1, 1998, Section 7.4 is hereby amended by replacing
       "$3,500" with "$5,000" wherever it appears therein.


                                       2
<PAGE>   78

6.     Effective January 1, 1998, section 7.8(b) is hereby amended in its
       entirety as follows:

       Notwithstanding subsection (a), the entire interest of each Participant
       in the Plan who is a "5% owner" (as defined in section 416(i)(A)(iii) of
       the Code) shall be or begin to be distributed to such Participant not
       later than the April 1 of the calendar year following the calendar year
       in which the Participant attains age 70 1/2. Notwithstanding the
       foregoing, any Participant who was not a 5% owner and who had begun to
       receive minimum distributions pursuant to the requirements of Code
       section 401(a)(9), and the regulations thereunder, shall have the right
       to elect whether to continue minimum distributions or suspend
       distributions until their termination from service with the Employer.

       Any other Participant who has attained age 70 1/2 and who is not a 5%
       owner shall not be required to begin to receive distributions until April
       1 of the calendar year following the calendar year in which he retires or
       otherwise terminates employment.

       IN WITNESS WHEREOF, Genuardi's Super Markets, Inc., in accordance with
       the action by the Board of Directors, has caused this Amendment No. 2
       to be executed this 14th day of November, 1997.

ATTEST:                                    GENUARDI'S SUPER MARKETS, INC.


/s/ JOSEPH A. GENUARDI, JR.             By:  /s/ CHARLES A. GENUARDI
--------------------------------           -------------------------------------


                                        Its:  President
                                            ------------------------------------


                                       3
<PAGE>   79
                             AMENDMENT NO. 3 TO THE
                         GENUARDI'S FAMILY MARKETS, INC.
                             RETIREMENT SAVINGS PLAN

Pursuant to the authority vested in the Board of Directors by Section 13.1 of
the Genuardi's Family Markets, Inc. Retirement Savings Plan (the "Plan"), the
Plan is hereby amended in the following particulars:

       WHEREAS, Section 13.1 permits the Employer to amend the Plan at any time;
       and

       WHEREAS, the Employer wishes to amend the Plan in certain particulars, to
       reflect the way the Plan has been administered and to provide for
       enhanced benefits for Participants;

       NOW, THEREFORE, BE IT RESOLVED that, effective January 1, 1998, the Plan
is amended as follows:

1.     Section 4.1(b)(i) is hereby amended by deleting the last paragraph and
       replacing it with the following:

       Notwithstanding the foregoing, for the 1997 Plan Year only, the Employer
       shall make an Employer Matching Contribution equal to 100% of the first
       2% of the Employee Contribution made to the Plan by a Participant, based
       upon the annual Compensation of the Participant, without regard to the
       Entry Date on which the Participant first became eligible to participate
       in the Plan following the completion of the requirements of Section 3.1.

IN WITNESS WHEREOF, Genuardi's Family Markets, Inc., in accordance with the
action by the Board of Directors, has caused this Amendment No. 3 to be executed
this _______ day of ________________________, 1998.

ATTEST:                                    GENUARDI'S FAMILY MARKETS, INC.


                                        By:
--------------------------------           -------------------------------------
Secretary

                                        Its:
                                            ------------------------------------


<PAGE>   80

                             AMENDMENT NO. 4 TO THE
                         GENUARDI'S SUPER MARKETS, INC.
                             RETIREMENT SAVINGS PLAN

Pursuant to the authority vested in the Board of Directors by Article 13,
Section 13.1 of the Genuardi's Super Markets, Inc. Retirement Savings Plan (the
"Plan"), the Plan is hereby amended in the following particulars:

       WHEREAS, Section 13.1 permits the Employer to amend the Plan at any time;
and

       WHEREAS, the Employer wishes to amend the Plan in certain particulars, to
reflect the way the Plan has been administered and to provide for enhanced
benefits for Participants;

       NOW, THEREFORE, BE IT RESOLVED that, effective April 1, 1999 the Plan is
amended as follows:

1.     Wherever the name "Genuardi's Super Markets, Inc." appears in the Plan,
       the name is changed to "Genuardi's Family Markets, Inc."

2.     Section 3.1(b) is hereby amended in its entirety, as follows:

       Each other Employee shall become a Participant on the Entry Date
       coinciding with or next following his attainment of age 21.

IN WITNESS WHEREOF, Genuardi's Family Markets, Inc., in accordance with the
action by the Board of Directors, has caused this Amendment No. 4 to be executed
this _______ day of _______ 1998.

ATTEST:                                    GENUARDI'S FAMILY MARKETS, INC.


                                        By:
--------------------------------           -------------------------------------
Secretary

                                        Its:
                                            ------------------------------------

<PAGE>   81
                                AMENDMENT 2001-1
                                     TO THE
                         GENUARDI'S FAMILY MARKETS, INC.
                             RETIREMENT SAVINGS PLAN

                  WHEREAS, in accordance with the Purchase Agreement (the
"Purchase Agreement") among Genuardi's Willco, Inc., Genuardi's Family Markets,
Inc., Genuardi Towamencin Corporation, Genuardi Towamencin Corporation II
(collectively, the "Sellers"), and Safeway Inc., dated as of December 2, 2000,
Safeway Inc. agreed to acquire certain of the assets and assume certain of the
liabilities of the Sellers (the date on which such acquisition and assumption
was consummated by the Partnership (defined below) hereinafter referred to as
the "Closing Date");

                  WHEREAS, Safeway Inc. assigned certain of its rights and
obligations under the Purchase Agreement to GFM Acquisition, L.P. (the
"Partnership"), and the Partnership acquired such assets and assume such
liabilities of the Sellers;

                  WHEREAS, Section 5.2(e)(iii) of the Purchase Agreement
provided that the Partnership would take such actions as were necessary to cause
the Partnership to assume sponsorship of the Genuardi's Family Markets, Inc.
Retirement Savings Plan (the "Plan") and all related trusts;

                  WHEREAS, Genuardi's Family Markets, Inc. transferred the
sponsorship of the Plan to the Partnership, effective as of the Closing Date;

                  WHEREAS, Genuardi's Family Markets, Inc. amended the Plan to
change references to "Genuardi's Family Markets, Inc." in the Plan to reference
to "GFM Acquisition, L.P.," for purposes of determining the sponsorship or
administration of the Plan, effective as of the Closing Date;

                  WHEREAS, the Partnership adopted and assumed the sponsorship
of the Plan and the related trust, and agreed to be bound by the terms of the
Plan and the trust agreement pursuant thereto, effective as of the Closing Date;

                  WHEREAS, the Partnership was renamed "Genuardi's Family
Markets, L.P." after the Closing Date;

                  WHEREAS, the Partnership sponsors the Plan and now desires to
amend the Plan to establish an investment fund that is intended to be invested
primarily in the Common Stock, par value $0.01 per share, of Safeway Inc., a
Delaware corporation;

                  WHEREAS, the Partnership also desires to amend the Plan in
certain additional respects; and

                  WHEREAS, Section 13 of the Plan authorizes the Partnership to
amend the Plan.



<PAGE>   82

                   NOW, THEREFORE, BE IT RESOLVED, that this amendment to the
Plan is hereby adopted, effective as of August 1, 2001, or as soon thereafter as
administratively practical:

                   1. All  references  in the  Plan to "GFM  Acquisition,  L.P."
shall be changed to "Genuardi's Family Markets, L.P."

                   2. The definition of "Investment Fund(s)" in Section 2.32 of
the Plan is hereby amended to read as follows:

                      2.32    Investment Fund(s) means the separate fund or
                              funds in which all contributions to the Plan are
                              invested in accordance with Article 10, as
                              selected  by the Plan Administrator from time to
                              time.

                   3. The definition of "Plan  Administrator"  in Section 2.38
of the Plan is hereby amended to read as follows:

                      2.38    Plan Administrator means the Benefits Plan
                              Committee of Safeway Inc.

                   4. The following definition of "Safeway Common Stock" shall
be added to the Plan as Section 2.40(a):

                      2.40(a) Safeway Common Stock means shares of Common Stock,
                              par value $0.01 per share, of Safeway, Inc., a
                              Delaware corporation, its predecessors, or its
                              successors or assigns, or any corporation with or
                              into which said corporation may be merged,
                              consolidated or reorganized, or to which a major
                              of its assets may be sold.

                   5. The following sentence shall be added to the end of
Section 7.5:

                      Notwithstanding the foregoing, to the extent a
                      distribution to a Participant under this Article 7
                      consists of amounts from the Safeway Stock Fund, such
                      Participant may elect that distribution with respect to
                      such portion of his or her Account be made in the form of
                      whole shares of Safeway Common Stock and cash in lieu of
                      fractional shares.

                   6. The second paragraph of Section 10.2(a) of the Plan is
hereby amended to read as follows:

                      (a) The Plan Administrator shall determine the number and
                      type of investment funds available under the Plan for the
                      investment of the assets of the Trust Fund.

                                        2
<PAGE>   83

                   7. The following shall be added as Section 10.2(d) to the
Plan:

                      (d) The Plan may acquire and hold "qualifying employer
                      securities" within the meaning of Section 407(d)(5) of the
                      Code and the Regulations promulgated thereunder.

                   8. The following shall be added as Section 10.3 to the Plan:

                      10.3 Safeway Stock Fund

                           (a) The Plan Administrator hereby approves the
                      investment of the assets of the Trust Fund in Safeway
                      Common Stock in the Safeway Stock Fund.

                           (b) The Safeway Stock Fund shall be comprised of
                      Safeway Common Stock and sufficient deposit or money
                      market type assets to handle the Safeway Stock Fund's
                      liquidity and disbursement needs. The Fund may be as large
                      as necessary to comply with Participants' investment
                      directions.

                           (c) Each Participant shall be entitled to instruct
                      the Trustee as to the Voting or tendering of any full or
                      partial shares of Safeway Common Stock held on his or her
                      behalf in the Safeway Stock Fund. Prior to such voting or
                      tendering of Safeway Common Stock, each Participant shall
                      receive a copy of the proxy solicitation or other material
                      relating to such note or tender decision and a blank form
                      of the Participant to complete which confidentially
                      instructs the Trustee to vote or tender such shares in the
                      manner indicated by the Participants. Upon receipt of such
                      instructions, the Trustee shall act with respect to such
                      shares as instructed. The Plan Administrator shall
                      instruct the Trustee with respect to how to vote or tender
                      any shares for which instructions are not received from
                      Participants.

                           (d) The Plan Administrator shall be responsible for
                      determining the applicability (and, if applicable, comply
                      with) the requirements of the Securities Act of 1933, as
                      amended, the California Corporate Securities Law of 1968,
                      as amended, and any other applicable blue sky law. The
                      Plan Administrator shall also specify what restrictive
                      legend or transfer restriction, if any, is required to be
                      set forth on the certificates for the securities and the
                      procedure to be followed by the Trustee to effectuate a
                      resale of such securities."

                                       3

<PAGE>   84

                   IN WITNESS WHEREOF, the Partnership has caused this Amendment
2001-1 to be executed by its duly authorized officer of its general partner on
this 17th day of July, 2001.


                                       GENUARDI'S FAMILY MARKETS, L.P.

                                       By:    GFM HOLDINGS LLC
                                       Its:   General Partner

                                              By:   /s/ MEREDITH PARRY
                                                  -----------------------------
                                                  Its:  Vice President