<PAGE>
                                                                   EXHIBIT 10.24

                              1998 REMEDYTEMP, INC.

                 AMENDED AND RESTATED DEFERRED COMPENSATION AND
                              STOCK OWNERSHIP PLAN
                              FOR OUTSIDE DIRECTORS

             (AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005)

<PAGE>

                                TABLE OF CONTENTS

                              1998 REMEDYTEMP, INC.

              AMDENDED AND RESTATED DEFERRED COMPENSATION AND STOCK
                                 OWNERSHIP PLAN
                              FOR OUTSIDE DIRECTORS

             (Amended and Restated Effective As of January 1, 2005)

<TABLE>
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                                                                            PAGE
                                                                            ----
<S>           <C>                                                           <C>
Article 1.    Establishment and Purpose                                       1
Article 2.    Administration                                                  1
Article 3.    Participation in the Plan                                       2
Article 4.    Stock Subject to the Plan                                       2
Article 5.    Deferral of Retainer Fees                                       3
Article 6.    Deferral Procedures                                             3
Article 7.    Deferred Compensation Accounts                                  5
Article 8.    Rights of Participants                                          6
Article 9.    Securities Laws                                                 6
Article 10.   Withholding Taxes                                               7
Article 11.   Amendment and Termination of the Plan                           7
Article 12.   Effective Date and Duration of the Plan                         7
Article 13.   Miscellaneous                                                   7
DEFERRAL ELECTION FORM
DeSIGNATION OF BENEFICIARY FORM
</TABLE>

<PAGE>

                              1998 REMEDYTEMP, INC.

                 AMDENDED AND RESTATED DEFERRED COMPENSATION AND
                              STOCK OWNERSHIP PLAN
                              FOR OUTSIDE DIRECTORS

             (Amended and Restated Effective As of January 1, 2005)

     ARTICLE 1. ESTABLISHMENT AND PURPOSE.

          1.1 ESTABLISHMENT. RemedyTemp, Inc., a California corporation (the
"COMPANY"), established, effective as of March 16, 1998 (the "EFFECTIVE DATE"),
this director pay and deferred compensation plan, which shall be known as the
1998 RemedyTemp, Inc. Deferred Compensation and Stock Ownership Plan for Outside
Directors (the "PLAN"), for present and future members of the board of directors
of the Company (the "BOARD") who are not employees or officers of the Company.
The Plan was amended, upon shareholder approval effective February 27, 2003, to
increase the aggregate number of shares of the Company's Class A Common Stock,
par value $.01 per share, that may be issued under the Plan and was amended and
restated, effective as of October 1, 2003, to allow participants in the Plan the
option to receive all of the Retainer Fees (as defined below) in Stock on a
deferral basis. The Plan was amended and restated effective January 1, 2005 to
comply with section 409A of the Internal Revenue Code.

          1.2 PURPOSE. The purposes of the Plan are (i) to provide members of
the Board who are not employees or officers of the Company with the opportunity
to receive all of their Retainer Fees (as defined below) in the form of the
Company's Class A Common Stock, par value $.01 per share ("STOCK") on a deferral
basis, subject to the terms of the Plan and (ii) to advance the interests of the
Company and its shareholders by increasing the Stock ownership of the Company's
non-employee directors thereby aligning their interests more closely with the
interests of the Company's other shareholders. By adopting the Plan, the Company
desires to enhance its ability to attract and retain members of the Board
("DIRECTORS") of outstanding competence.

     ARTICLE 2. ADMINISTRATION.

          2.1 AUTHORITY OF THE BOARD. The Plan shall be administered by the full
Board, and to the extent permissible under Section 16 of the Securities Exchange
Act of 1934, as amended, the Board may delegate ministerial duties to the Chief
Human Resources Officer or any other executive or executives of the Company. The
Board shall have the power to construe the Plan, to resolve all questions
arising under the Plan, to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable, and otherwise to carry out
the terms of the Plan. Neither the Board nor any officer or employee thereof
shall be liable for any action or determination taken or made under the Plan in
good faith. Notwithstanding the foregoing, the Board shall have no authority or
discretion as to the persons who will participate in the Plan, the number of
shares of Stock to be issued under the Plan, the time at which such grants are
made, the number of shares of Stock to be granted at any particular time, or any
other matters that are specifically governed by the provisions of the Plan.

          2.2 DECISIONS BINDING. The determinations, interpretations, and other
actions of the Board of or under the Plan shall be final and binding for all
purposes and on all persons.

          2.3 ARBITRATION. Any individual making a claim for benefits under this
Plan may contest the Board's decision to deny such claim or appeal therefrom
only by submitting the


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<PAGE>

matter to binding arbitration before a single arbitrator. Any arbitration shall
be held in Orange County, California, unless otherwise agreed to by the Board.
The arbitration shall be conducted pursuant to the Commercial Arbitration Rules
of the American Arbitration Association.

          The arbitrator's authority shall be limited to the affirmation or
reversal of the Board's denial of the claim or appeal, and the arbitrator shall
have no power to alter, add to, or subtract from any provision of this Plan.
Each party shall bear its own attorney's fees and costs of arbitration. Judgment
on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.

          2.4 INDEMNIFICATION. Each person who is or shall have been a member of
the Board shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a defendant, or in which he or she
may be a party by reason of any act or omission by such Board member in his or
her capacity as an administrator of the Plan, and against and from any and all
amounts paid by him or her in settlement thereof, with the Company's approval,
or paid by him or her in satisfaction of any judgment in any such action, suit,
or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other rights or indemnification
to which such persons may be entitled under the Company's Articles of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.

     ARTICLE 3. PARTICIPATION IN THE PLAN.

          Directors of the Company who are not employees or officers of the
Company or any subsidiary of the Company ("ELIGIBLE DIRECTORS") may participate
in the Plan. Each Eligible Director may enter into an agreement with the Company
in such form as the Company shall determine consistent with the provisions of
the Plan for purposes of implementing the Plan or effecting its purposes. In the
event of any inconsistency between the provisions of the Plan and any such
agreement, the provisions of the Plan shall govern. In the event an Eligible
Director no longer meets the requirements for participation in the Plan, such
Eligible Director shall become an inactive Eligible Director, retaining all the
rights described under the Plan, until such time that the Eligible Director
again becomes an active Eligible Director.

     ARTICLE 4. STOCK SUBJECT TO THE PLAN.

          4.1 NUMBER OF SHARES. The shares that may be issued under the Plan
shall be authorized and unissued shares of the Company's Stock. The maximum
aggregate number of shares that may be issued under the Plan shall be
seventy-five thousand (75,000), subject to adjustment upon changes in
capitalization of the Company as provided in Article 4.2. The maximum aggregate
number of shares issuable under the Plan may be increased from time to time by
approval of the Board, and by the shareholders of the Company if shareholder
approval is required pursuant to the applicable rules of any stock exchange, or,
in the opinion of the Company's counsel, any other law or regulation binding
upon the Company.

          4.2 ADJUSTMENTS. If the Company shall at any time increase or decrease
the number of its issued and outstanding shares of Stock (whether by reason of
reorganization, merger, consolidation, recapitalization, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate structure,
or otherwise), then the number of shares of Stock still available for issue
hereunder shall be increased or decreased appropriately and proportionately.


                                                                               2

<PAGE>

     ARTICLE 5. DEFERRAL OF RETAINER FEES.

          5.1 PAYMENT OF FEES. An Eligible Director may, upon his or her
election in accordance with procedures established by the Company, elect to
defer his or her annual cash retainer fees (annual amount and pro-rata portions
thereof for partial years of directorship are set by the Board) paid to such
Director for serving as a member of the Board ("RETAINER FEES"), under the Plan,
subject to the terms and conditions set forth in this Article 5 ("DEFERRED
AMOUNTS"). All other fees received by Eligible Directors from the Company,
including his or her fees normally paid to a Director on a per meeting basis for
attending a meeting of the Board or a committee thereof ("MEETING FEES") are not
subject to the terms of this Plan.

          5.2 DEEMED INVESTMENT OF DEFERRED AMOUNTS.

               5.2.1 DEEMED INVESTMENTS OF DEFERRED AMOUNTS. Deferred Amounts
shall be deemed to be invested in Stock. Such amounts shall be deemed to be
credited to the Eligible Director's account under the Plan as of the date the
Retainer Fees otherwise would have been payable to the Eligible Director in
cash. The Eligible Director's account shall be deemed to hold the number of
shares of Stock determined by dividing the Deferred Amount by the Fair Market
Value of the Stock on the date the amount is deemed to be credited to the
Eligible Director's account.

               5.2.2 FAIR MARKET VALUE. For the purposes of the Plan, the "FAIR
MARKET VALUE" of the Stock as of any issuance or deferral date shall be the mean
between the highest and lowest sales price of the Stock on the New York Stock
Exchange (or another national stock exchange or the NASDAQ National Market
System, if the Stock trades thereon but not on the NYSE) as of such date (or, if
no such shares were traded on such date, as of the next preceding day on which
there was such a trade, provided that the closing price on such preceding date
is not less than 100% of the fair market value of the Stock, as determined in
good faith by the Company, on the date of issuance). If at any time the Stock is
no longer traded on a national stock exchange or the NASDAQ National Market
System, the Fair Market Value of the Stock as of any issuance date shall be as
determined by the Company in good faith in the exercise of its reasonable
discretion.

          5.3 RIGHTS OF THE ELIGIBLE DIRECTOR. Except as otherwise provided
under this Plan and that certain Trust Agreement (if any) of even date herewith
entered into by and among the Company and the Trustees with respect to the Plan,
an Eligible Director shall, with respect to shares of Stock deemed to be held
under such Eligible Director's account, have all of the rights of a holder of
the Stock, including the right to receive dividends paid on such Stock and the
right to vote the Stock at meetings of shareholders of the Company. Upon
delivery, such Stock will be nonforfeitable.

     ARTICLE 6. DEFERRAL PROCEDURES.

          6.1 DEFERRAL OF RETAINER FEES. If an Eligible Director elects to defer
Retainer Fees under the Plan, such election shall automatically remain in effect
for all periods the Eligible Director remains a Director until changed by the
Eligible Director pursuant to procedures established by the Committee. All
Retainer Fees deferred under the Plan shall be deemed to be invested as set
forth in Article 5.2 hereof.

          6.2 PAYMENT FORM OF DEFERRED AMOUNTS. Subject to Article 6.3, Eligible
Directors shall be entitled to elect to receive distribution of all the Deferred
Amounts at the end of the deferral period in a single lump distribution. Such
distribution shall be in the form of Stock. In lieu of a lump sum distribution,
the Eligible Director may elect to receive distributions under the Plan by means
of installments. If no effective election is made, the Eligible Director


                                                                               3

<PAGE>

will be paid in a single lump distribution. For all Eligible Directors as of the
Effective Date, elections to receive distributions in annual installments rather
than in one lump distribution, shall be made by completing a "Deferral Election
Form" within thirty (30) calendar days after the Effective Date. Otherwise,
those persons becoming Eligible Directors after the Effective Date shall
complete a Deferral Election Form not later than thirty (30) calendar days upon
becoming an Eligible Director under the Plan.

               6.2.1 ONE LUMP DISTRIBUTION. Unless otherwise elected on a
Deferral Election Form, all Deferred Amounts under the Plan shall be distributed
in a single transaction made to the Eligible Director in January following the
year in which he or she ceases to serve as a Director for any reason (a
"DISTRIBUTION Date", which shall also mean the date any installment payment is
paid pursuant to Article 6.2.2).

               6.2.2 INSTALLMENT DISTRIBUTIONS. Eligible Directors may elect to
receive the distribution of Deferred Amounts in annual installments, with a
minimum number of installments of two (2), and a maximum number of installments
of ten (10) by completing a Deferral Election Form as provided in Article 6.2.
The initial distribution shall be made in January following the year in which he
or she ceases to serve as a Director for any reason. The remaining installment
distributions shall be made in January of each year thereafter until the
Eligible Director's entire deferred account has been distributed in full. The
amount of each installment distribution shall be determined immediately prior to
each such payment and shall equal the number of Shares credited to the Eligible
Director's account, multiplied by a fraction, the numerator of which is one (1),
and the denominator of which is the number of installment payments remaining.

          Subject to the following rules, Eligible Directors shall be permitted
to change the form of elected deferral distribution pursuant to this Article 6
from a single distribution to installment distributions ("Permitted Change"),
but not from installment distribution to a single distribution. A Permitted
Change shall be made by filing a revised election form on an Deferral Election
Form as described in Article 6.2 herein, specifying the new form of distribution
provided that:

          (1) An election to change the form of distribution must be made no
later than December 31 at least one (1) full year prior to the distribution
commencement date as described in Article 6.2 herein. If a new election is
submitted after this date, the election shall be null and void, and the form of
distribution shall be determined under the Eligible Director's original election

          (2) No further election to change a form of distribution shall be
permitted with respect to Deferred Amounts already subject to a revised election
submitted pursuant to this Article 6; and

          (3) The payments that are subject to the change in election must be
delayed at least five (5) years from the date the payments would have otherwise
been made under the previous election (except in the case of payments due to
death or a financial hardship).

          Notwithstanding anything to the contrary herein, the Board may elect
at any time, in its sole and absolute discretion, to make distribution of the
Deferred Amount to the Eligible Director in a single lump distribution,
notwithstanding the Eligible Director's election to receive such Deferred Amount
in the form of installments.

          6.3 FINANCIAL HARDSHIP. The Board shall have the authority to alter
the timing or manner of payment of Deferred Amounts in the event that the
Eligible Director


                                                                               4

<PAGE>

establishes, to the satisfaction of the Board, severe financial hardship. In
such event, the Board may, in its sole discretion:

     (a) Authorize the cessation of deferrals by such Eligible Director under
     the Plan; or

     (b) Provide that all, or a portion, of the shares of Deferred Amounts shall
     immediately be paid to the Eligible Director in a lump sum payment of
     Stock.

          For purposes of this Article 6.3 "severe financial hardship" shall
mean any financial hardship resulting from extraordinary and unforseeable
circumstances arising as a result of one or more recent events beyond the
control of the Eligible Director. In any event, payment may not be made to the
extent such emergency is or may be relieved: (i) through reimbursement or
compensation by insurance or otherwise; (ii) by liquidation of the Eligible
Director's assets, to the extent the liquidation of such assets would not itself
cause severe financial hardship; or (iii) by cessation of deferrals under the
Plan. Withdrawals of amounts because of a severe financial hardship may only be
permitted to the extent reasonably necessary to satisfy the hardship, plus to
pay taxes on the withdrawal. Examples of what are not considered to be severe
financial hardships include the need to send an Eligible Director's child to
college or the desire to purchase a home. The Eligible Director's account will
be credited with earnings in accordance with the Plan up to the date of
distribution. The severity of the financial hardship shall be judged by the
Board. The Board's decision with respect to the severity of financial hardship
and the manner in which, if at all, the Eligible Director's future deferral
opportunities shall be ceased, and/or the manner in which, if at all, the
payment of deferred amounts to the Eligible Director shall be altered or
modified, shall be final, conclusive, and not subject to appeal.

          6.4 PLAN SHARES. All shares of Stock issued or issuable under the Plan
shall be deducted from the shares available under the Plan at the time first
issued and deferred under the Plan, provided that shares deferred and not
ultimately issued and delivered to the Eligible Director shall be returned to
the pool of available shares under the Plan.

     ARTICLE 7. DEFERRED COMPENSATION ACCOUNTS.

          7.1 ELIGIBLE DIRECTORS' ACCOUNTS. The Company shall establish and
maintain an individual bookkeeping account for the Deferred Amounts of each
Eligible Director under Article 6 herein. Each account shall be credited as of
the date the amount deferred otherwise would have become due and payable to the
Eligible Director and as provided in Article 7.2. Each Eligible Director's
account shall be one hundred percent (100%) vested at all times.

          7.2 DIVIDENDS ON STOCK. Any dividends paid on the deferred Stock, if
any, shall be paid to the Eligible Director in Stock (without interest) not
later than ten (10) days after the date such dividend payment on the Stock was
made.

          7.3 CHARGES AGAINST ACCOUNTS. There shall be charged against each
Eligible Director's deferred account any distributions made to the Eligible
Director or to his or her beneficiary.

          7.4 DESIGNATION OF BENEFICIARY. Each Eligible Director shall designate
a beneficiary or beneficiaries who, upon the Eligible Director's death, will
receive the Deferred Amount that otherwise would have been paid to the Eligible
Director under the Plan. All designations shall be signed by the Eligible
Director, and shall be in such form as prescribed by the Board. Each designation
shall be effective as of the date delivered to the Chief Human Resources Officer
of the Company prior to the Eligible Director's death. In the event that all the
beneficiaries named by an Eligible Director pursuant to this Article 7.4
predecease the Eligible Director, the Deferred Amount that would have been paid
to the Eligible Director or the Eligible


                                                                               5

<PAGE>

Director's beneficiaries shall be paid to the Eligible Director's estate. In the
event an Eligible Director does not designate a beneficiary, or for any reason
such designation is ineffective, in whole or in part, the Deferred Amount that
otherwise would have been paid to the Eligible Director or the Eligible
Director's beneficiaries under the Plan shall be paid to the Eligible Director's
estate.

     ARTICLE 8. RIGHTS OF PARTICIPANTS.

          8.1 CONTRACTUAL OBLIGATION. The Plan shall create a contractual
obligation on the part of the Company to make payments from the Eligible
Directors' accounts when due. Payment of account balances shall be made out of
the general funds of the Company.

          8.2 UNSECURED INTEREST. No Eligible Director or party claiming an
interest in deferred amounts of an Eligible Director shall have any interest
whatsoever in any specific asset of the Company. To the extent that any party
acquires a right to receive payments under the Plan, such right shall be
equivalent to that of an unsecured general creditor of the Company. The Company
shall have no duty to set aside or invest any amounts credited to Eligible
Directors' account under the Plan.

          Nothing in this Plan shall create a trust of any kind or a fiduciary
relationship between the Company and any Eligible Director. Nevertheless, the
Company may establish one or more trusts, with such trustee as the Board may
approve, for the purpose of providing for the payment of deferred amounts and
earnings thereon. Such trust or trusts may be irrevocable, but the assets
thereof shall be subject to the claims of the Company's general creditors in the
event of the Company's bankruptcy or insolvency. To the extent any deferred
amounts and earnings thereon under the Plan are actually paid from any such
trust, the Company shall have no further obligation with respect thereto, but to
the extent not so paid, such deferred amounts and earnings thereon shall remain
the obligation of, and shall be paid by, the Company.

          8.3 NO GUARANTEE OF PRINCIPAL OR EARNINGS. Nothing contained in the
Plan shall constitute a guarantee by the Company or any other person or entity
that the amounts deferred hereunder will increase or shall not decrease in value
due to the deemed investment of such amounts in Stock. Stock may be a volatile
investment and decreases in the value thereof may result in a loss of some or
all of the principal amounts deferred hereunder. Thus, it is possible for the
value of an Eligible Director's account to decrease as a result of its
investment in Stock, if the value of the Stock decreases.

     ARTICLE 9. SECURITIES LAWS.

          9.1 INVESTMENT REPRESENTATIONS. The Company may require any Eligible
Director to whom an issuance of securities is made, or a deferred delivery
obligation is undertaken, as a condition of receiving securities pursuant to
such issuance or obligation, to give written assurances in substance and form
satisfactory to the Company and its counsel to the effect that such person is
acquiring the securities for his/her own account for investment and not with any
present intention of selling or otherwise distributing the same in violation of
applicable securities laws, and to such other effects as the Company deems
necessary or appropriate to comply with Federal and applicable state securities
laws.

          9.2 LISTING, REGISTRATION, AND QUALIFICATION. Anything to the contrary
herein notwithstanding, each issuance of securities shall be subject to the
requirement that, if at any time the Company or its counsel shall determine that
the listing, registration, or qualification of the securities subject to such
issuance upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, is necessary or
advisable as a condition of, or in connection with, such issuance of securities,
such issuance shall


                                                                               6

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not occur in whole or in part unless such listing, registration, qualification,
consent, or approval shall have been effected or obtained on conditions
acceptable to the Company. Nothing herein shall be deemed to require the Company
to apply for or to obtain such listing, registration, or qualification.

          9.3 RESTRICTIONS ON TRANSFER. The securities issued under the Plan
shall be restricted by the Company as to transfer unless the grants are made
under a registration statement that is effective under the Securities Act of
1933, as amended, or unless the Company receives an opinion of counsel
satisfactory to the Company to the effect that registration under state or
federal securities laws is not required with respect to such transfer.

     ARTICLE 10. WITHHOLDING TAXES.

          Whenever shares of Stock are to be issued under the Plan, the Company
shall have the right prior to the delivery of any certificate or certificates
for such shares to require the recipient to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements (if
any) attributable to the issuance. In the absence of payment by a grantee to the
Company of an amount sufficient to satisfy such withholding taxes, or an
alternative arrangement with the grantee that is satisfactory to the Company,
the Company may make such provisions as it deems appropriate for the withholding
of any such taxes which the Company determines it is required to withhold.

     ARTICLE 11. AMENDMENT AND TERMINATION OF THE PLAN.

          The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time-to-time in any respect the Board may
deem to be in the best interests of the Company; provided, however, that no such
amendment shall be effective without approval of the shareholders of the Company
if shareholder approval of the amendment is then required pursuant to the
applicable rules of any securities exchange, or, in the opinion of the Company's
counsel, any other law or regulation binding on the Company.

     ARTICLE 12. EFFECTIVE DATE AND DURATION OF THE PLAN.

          The Plan shall become effective at the time that it is approved by the
Board. The Plan shall terminate at 11:59 p.m. on December 31, 2008, unless
sooner terminated or extended by action of the Board. Elections may be made
under the Plan prior to its effectiveness, but no issuances under the Plan shall
be made before its effectiveness or after its termination (except with respect
to Deferred Amounts previously deferred under the Plan).

     ARTICLE 13. MISCELLANEOUS.

          13.1 NOTICE. Unless otherwise prescribed by the Board, any notice or
filing required or permitted to be given to the Company under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified
mail to the Chief Human Resources Officer of the Company. Notice to the Chief
Human Resources Officer of the Company, if mailed, shall be addressed to the
principal executive offices of the Company. Notice mailed to an Eligible
Director shall be at such address as is given in the records of the Company.
Notices shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.

          13.2 NO SHAREHOLDER RIGHTS CONFERRED. Nothing contained in the Plan or
any agreement hereunder will confer upon any director any rights of a
shareholder of the Company unless and until shares of Stock are issued to such
Eligible Director upon the payment of Stock.


                                                                               7

<PAGE>

          13.3 GRANTED SHARES HAVE SAME STATUS AS ISSUED SHARES. Any shares of
Stock of the Company issued as a stock dividend, or as a result of stock splits,
combinations, exchanges of shares, reorganizations, mergers, consolidations or
otherwise with respect to shares of Stock granted pursuant to the Plan shall
have the same status and be subject to the same restrictions as the shares
granted.

          13.4 NO RIGHT TO STOCK. Nothing in the Plan shall be construed to give
any Director of the Company any right to a grant of Stock under the Plan unless
all conditions described within the Plan are met as determined in the sole
discretion of the Board.

          13.5 SUCCESSORS. All obligations of the Company under the Plan shall
be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the
Company.

          13.6 COSTS OF THE PLAN. All costs of implementing and administering
the Plan shall be borne by the Company.

          13.7 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

          13.8 APPLICABLE LAW. The Plan and all rights and obligations under the
Plan shall be construed in accordance with and governed by the laws of the State
of California, excluding its conflicts of laws principles.

          13.9 NONTRANSFERABILITY. Eligible Director's rights to deferred
amounts, contributions, and earnings accrued thereon under the Plan may not be
sold, transferred, assigned, or otherwise alienated or hypothecated, other than
by will or by the laws of descent and distribution, nor shall the company make
any payment under the Plan to any assignee or creditor of an Eligible Director
or other person based upon community or other marital rights except in
accordance with the terms of the Plan.


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