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                                  NABISCO, INC.
                              EMPLOYEE SAVINGS PLAN

                     (Restated Effective December 31, 2000)
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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
ARTICLE I - DEFINITIONS..........................................................1

         1.01         Account....................................................1

         1.02         Administrative Committee...................................1

         1.03         Affiliated Company.........................................1

         1.04         Affiliated Plan............................................1

         1.05         After-Tax Contribution.....................................1

         1.06         Automatic Enrollment Date..................................1

         1.07         Base Pay...................................................1

         1.08         Basic Contributions........................................2

         1.09         Basic Contribution Account.................................2

         1.10         Beneficiary................................................2

         1.11         Board of Directors.........................................2

         1.12         Code.......................................................2

         1.13         Committee..................................................3

         1.14         Company....................................................3

         1.15         Company Contributions......................................3

         1.16         Company Contribution Account...............................3

         1.17         Disability.................................................3

         1.18         Effective Date.............................................3

         1.19         Eligible Employee..........................................3

         1.20         Employee...................................................4

         1.21         Employer...................................................4

         1.22         Enrollment Date............................................4

         1.23         ERISA......................................................4

         1.24         Holland Participant........................................4

         1.25         Hour of Service............................................4

         1.26         Investment Fund or Funds...................................4

         1.27         Job Elimination............................................5

         1.28         Nabisco Controlled Group...................................5

         1.29         Participant................................................5

         1.30         Period of Severance........................................5
</TABLE>

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<TABLE>
<S>                   <C>                                                       <C>
         1.31         Plan.......................................................5

         1.32         Plan Year..................................................5

         1.33         Pre-Tax Contribution.......................................5

         1.34         Prior Plan.................................................5

         1.35         Rollover Contributions.....................................5

         1.36         Rollover Contribution Account..............................6

         1.37         Service....................................................6

         1.38         Severance Date.............................................6

         1.39         Supplemental Contributions.................................7

         1.40         Supplemental Contribution Account..........................7

         1.41         Surviving Spouse...........................................7

         1.42         Termination of Employment..................................7

         1.43         Trustee....................................................7

         1.44         Trust Fund.................................................7

         1.45         Valuation Date.............................................8


ARTICLE II - PARTICIPATION.......................................................9

         2.01         Eligibility................................................9

         2.02         Participation..............................................9

         2.03         Participant Status........................................10


ARTICLE III - CONTRIBUTIONS.....................................................11

         3.01         Basic Contributions.......................................11

         3.02         Supplemental Contributions................................11

         3.03         Pre-Tax Contributions.....................................11

         3.04         Change in Participant Contributions.......................12

         3.05         Suspension of Participant Contributions...................12

         3.06         Company Contributions.....................................13

         3.07         Code Section 401(k) and 401(m) Nondiscrimination Tests....15

         3.08         Restrictions on Pre-Tax Contributions.....................16

         3.09         Qualified Military Service................................17


ARTICLE IV - TRUST FUND AND INVESTMENT FUNDS....................................18

         4.01         The Trust Agreement.......................................18
</TABLE>

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<TABLE>
<S>                   <C>                                                       <C>
         4.02         The Trustee...............................................18

         4.03         Separate Funds............................................18

         4.04         Investment Funds..........................................18

         4.05         Temporary Investment......................................18

         4.06         Investment of Participant Contributions...................18

         4.07         Voting by Participants....................................19

         4.08         Investment Managers.......................................19

         4.09         Participant Responsibility for Selection of Funds.........19


ARTICLE V - ACCOUNTS............................................................21

         5.01         Valuation of Accounts.....................................21

         5.02         Valuation Upon Transfer, Withdrawal or Distribution.......21

         5.03         Statement of Accounts.....................................21


ARTICLE VI - VESTING AND FORFEITURES............................................22

         6.01         Vesting of Participant's Contributions....................22

         6.02         Vesting of Company Contributions..........................22

         6.03         Forfeiture on Termination of Employment...................23

         6.04         Disposition of Forfeitures................................23

         6.05         Restoration of Forfeitures................................23


ARTICLE VII - DISTRIBUTIONS.....................................................24

         7.01         Distribution of Benefits..................................24

         7.02         Proof of Death and Right of Beneficiary...................26

         7.03         Completion of Appropriate Forms...........................26

         7.04         Investment Pending Distribution...........................26

         7.05         Direct Rollovers..........................................26


ARTICLE VIII - WITHDRAWAL PRIOR TO TERMINATION OF
               EMPLOYMENT AND SPECIAL PRE-TAX
               CONTRIBUTION RULES...............................................28

         8.01         Election to Withdraw from Accounts........................28

         8.02         Withdrawal of After-Tax and Company Contributions.........28

         8.03         Rules Applicable to Withdrawals Prior to
                      Termination of Employment.................................28
</TABLE>

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<TABLE>
<S>                   <C>                                                       <C>
         8.04         Hardship Withdrawals......................................29

         8.05         Restrictions on Pre-Tax Contribution Distributions........29


ARTICLE IX - LOANS..............................................................31

         9.01         Loan Provisions...........................................31

ARTICLE X - ADMINISTRATION OF PLAN..............................................33

         10.01        Nabisco Employee Benefits Committee.......................33

         10.02        Administrative Committee..................................33

         10.03        Authority and Duties of Various Fiduciaries...............34

         10.04        Named Fiduciaries.........................................35

         10.05        Delegation................................................36

         10.06        Multiple Capacities.......................................36


ARTICLE XI - AMENDMENTS, TERMINATION, PERMANENT
             DISCONTINUANCE OF CONTRIBUTIONS, MERGER
             OR CONSOLIDATION...................................................37

         11.01        Amendments................................................37

         11.02        Termination or Permanent Discontinuance of Contributions..37

         11.03        Partial Termination.......................................37

         11.04        Benefits in Case of Merger or Consolidation...............37


ARTICLE XII - MISCELLANEOUS.....................................................38

         12.01        Benefits Payable from Trust Fund..........................38

         12.02        Elections.................................................38

         12.03        No Right to Continued Employment..........................38

         12.04        Inalienability of Benefits and Interests..................38

         12.05        Qualified Domestic Relations Orders.......................38

         12.06        Payments for Exclusive Benefit of Participants............38

         12.07        New Jersey Law to Govern..................................38

         12.08        No Guarantee..............................................39

         12.09        Address of Record.........................................39

         12.10        Unlocated Spouse..........................................39

         12.11        Agent for Process.........................................39

         12.12        Payments in the Event of Incompetency.....................39
</TABLE>

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<TABLE>
<S>                   <C>                                                       <C>
         12.13        Transfer of Accounts to this Plan.........................39

         12.14        Transfer of Plan Assets to an Affiliated Plan.............40

         12.15        Headings..................................................41

         12.16        Payment of Expenses.......................................41

         12.17        Direct or Indirect Transfer...............................41


ARTICLE XIII - CLAIM PROCEDURE..................................................43

         13.01        Initial Determination.....................................43

         13.02        Review....................................................43


ARTICLE XIV - LIMITATIONS ON BENEFITS...........................................44

         14.01        Code Section 415 Limits...................................44

         14.02        Code Section 416 Limits...................................46
</TABLE>

                                       v
<PAGE>   7
                                    ARTICLE I

                                   DEFINITIONS

1.01     Account means with respect to any Participant, his Basic and
         Supplemental Contribution Accounts and his Company Contribution
         Account, and any subaccounts thereunder, including, but not limited to,
         subaccounts containing that portion of his Basic and/or Supplemental
         Contributions which a Participant has designated as pre-tax
         contributions made by the Company on his behalf pursuant to a salary
         reduction agreement and any investment earnings and gains or losses
         thereon. Some Participants may also have Rollover Contribution
         Accounts.

1.02     Administrative Committee means the Administrative Committee appointed
         by the Committee pursuant to Section 10.02 to carry out the day to day
         responsibilities of the Plan Administrator.

1.03     Affiliated Company means the Company and any corporation which is a
         member of a controlled group of corporations (as defined in Section
         414(b) of the Code) which includes the Company; any trade or business
         (whether or not incorporated) which is under common control (as defined
         in Section 414(c) of the Code) with the Company; any organization
         (whether or not incorporated) which is a member of an affiliated
         service group (as defined in Section 414(m) of the Code) which includes
         the Company; and any other entity required to be aggregated with the
         Company pursuant to regulations under Section 414(o) of the Code. For
         purposes of Article XIV, the definition of Affiliated Company shall be
         modified in accordance with Code Section 415(h).

1.04     Affiliated Plan means a defined contribution plan sponsored by an
         Affiliated Company if such plan has been designated by the Committee as
         an Affiliated Plan.

1.05     After-Tax Contribution means that portion of the Basic and/or
         Supplemental Contributions which are made by a Participant on an
         after-tax basis, i.e. those contributions not designated as Pre-Tax
         Contributions.

1.06     Automatic Enrollment Date means, for each Eligible Employee, a date
         determined by the Committee, which date is no earlier than three weeks
         following the date the Eligible Employee first becomes eligible to
         participate in the Plan in accordance with Section 2.01(a).

1.07     Base Pay means, with respect to any Plan Year, wages, overtime, shift
         differential pay, vacation pay (excluding pay taken in lieu of a
         vacation), sick pay, holiday pay, salary continuation paid in
         installments, and other forms of cash compensation that are included on
         the Participant's Federal income tax form W-2 for the calendar year
         beginning in such Plan Year with respect to the Participant's periods
         of active participation in the Plan, except such compensation as may be
         specifically excluded by the Committee. Base Pay includes pay deferred
         pursuant to salary reduction
<PAGE>   8
         arrangements under Code Sections 401(k), 125 and, effective
         as of December 31, 2001, 132(f)(4). Base Pay does not include
         severance pay (or salary continuation paid in a lump sum), any form of
         bonus pay or contributions by the Company to any other employee
         benefit plan on behalf of an Employee. Base Pay in excess of
         (a) $200,000 in any Plan Year beginning on or after January 1, 1989
         and ending prior to January 1, 1994, or (b) $150,000 in any Plan Year
         thereafter (subject to adjustment as provided in Code Section
         401(a)(17)), shall not count for purposes of this Plan.

1.08     Basic Contributions means the contributions of a Participant which are
         credited to his Basic Contribution Account in accordance with Section
         3.01.

1.09     Basic Contribution Account means that portion of the Trust Fund which,
         with respect to any Participant, is attributable to his own Basic
         Contributions and any investment earnings and gains or losses thereon.

1.10     Beneficiary means the beneficiary designated by the Participant under
         the Company's group term life insurance plan, unless the Participant
         has designated any other person or persons, other than the
         Participant's Surviving Spouse, (who may be designated contingently or
         successively and which may be an entity other than a natural person) on
         a form supplied by the Administrative Committee to receive benefits
         payable in the event of the death of the Participant; provided, however
         that if the Participant is married at the date of his death, the
         Beneficiary shall be the Participant's Surviving Spouse, and any
         Beneficiary designation that does not name the Participant's Surviving
         Spouse as the Beneficiary shall be void unless it has been consented
         thereto on a form supplied by the Administrative Committee in writing
         by the Participant's Surviving Spouse and such consent (i) designates
         the alternative Beneficiary and/or form of benefit (which may not be
         changed without spousal consent), (ii) acknowledges the effect of such
         election, and (iii) is witnessed by a notary public. In the event of
         the Participant's death without an effective Beneficiary designation,
         any Plan benefits payable shall be paid in equal parts to the
         Participant's surviving children or, if the Participant has no
         surviving children, to the Participant's surviving parents or, if the
         Participant has no surviving parents, to the Participant's surviving
         siblings or, if the Participant has no surviving siblings, to the
         Participant's estate. Section 9.01(d) should be referred to in the
         event of the death of a Participant with an outstanding loan balance,
         Section 12.05 should be referred to in the event of a Qualified
         Domestic Relations Order and Section 12.12 should be referred to for
         payment in the event of incompetency of a Beneficiary.

1.11     Board of Directors means, prior to August 2001, the Board of Directors
         of Nabisco, Inc. and after July 2001, the Board of Directors of Kraft
         Foods North America, Inc., and any committee of directors authorized by
         such Board to act in its behalf with reference to the Plan.

1.12     Code means the Internal Revenue Code of 1986 as amended from time to
         time. Reference to any Section or subsection of the Code includes
         reference to any



                                       2
<PAGE>   9
         comparable or succeeding provisions of any legislation which amends,
         supplements or replaces such Section or Subsection.

1.13     Committee means the Nabisco Employee Benefits Committee which shall act
         as the Plan Administrator for the Plan. The Committee shall have the
         duties and powers described in Article X.

1.14     Company means, prior to August 2001, Nabisco, Inc. Subsequent to July
         2001, Company means the Nabisco Biscuit & Snacks Group of Kraft Foods
         North America, Inc. With respect to any corporate act after July 2001,
         Company means Kraft Foods North America, Inc.

1.15     Company Contribution means the contributions made by the Company which
         are credited to a Participant's Company Contribution Account in
         accordance with Section 3.06.

1.16     Company Contribution Account means that portion of the Trust Fund
         which, with respect to any Participant, is attributable to any
         contributions made in his behalf by the Company, and any investment
         earnings and gains or losses thereon.

1.17     Disability means being disabled as determined by the Federal Social
         Security Administration.

1.18     Effective Date of this restatement means December 31, 2000. The
         original effective date is February 1, 1987.

1.19     Eligible Employee means any Employee who is paid on an hourly basis,
         who is paid from a United States dollar payroll maintained in the
         United States, and who has met the eligibility requirements of Section
         2.01; provided, that except as the Committee may otherwise provide on a
         basis uniformly applicable to all persons similarly situated, no person
         shall be an "Eligible Employee" for purposes of the Plan:

         (a)      who is excepted by the Committee,

         (b)      whose terms and conditions of employment are determined by a
                  collective bargaining agreement with the Company which does
                  not make this Plan applicable to him, provided that employee
                  retirement benefits were negotiated in good faith thereunder,
                  or

         (c)      who is a "leased employee" as defined in Section 414(n) of the
                  Code and who is required by such Section to be considered an
                  employee of the Company or an Affiliated Company.
                  Notwithstanding the foregoing, if a "leased employee" is
                  reclassified as an Employee, years of service as a "leased
                  employee" of the Company or an Affiliated Company shall be
                  considered in computing Vesting Service.



                                       3
<PAGE>   10
         Notwithstanding any provision of the Plan to the contrary, Eligible
         Employee shall not include any person who becomes an Employee pursuant
         to the Asset Purchase.

         Agreement entered into on November 19, 1999 among Favorite
         Brands International Holding Corp., Favorite Brands
         International, Inc., Sather Trucking Corporation, Trolli,
         pInc., Nabisco, Inc., Nabisco Brands Company, and Nabisco
         Technology Company and who works at a facility in the
         following locations:

        Favorite Brands International, Inc. and Trolli, Inc. Locations

         1. Bannockburn, Illinois       8.  Pittston, Pennsylvania
         2. Chicago, Illinois           9.  Round Lake, Minnesota
         3. DesPlanes, Nevada          10. New Orleans, Louisiana
         4. Henderson, Nevada          11. Oklahoma City, Oklahoma
         5. Kendallville, Indiana      12. San Bernadino, California
         6. Ligonier, Indiana          13. Creston, Iowa
         7. Chattanooga, Tennessee     14. Plantation, Florida

         The exclusion from participation of those Employees who became
         Employees pursuant to the Asset Purchase Agreement of November
         19, 1999, shall not apply beginning as of the date of the
         Nabisco Retirement Savings Plan and the Nabisco Retirement
         Plan are merged with the Plan.

1.20     Employee means any person employed by (or, after July 2001,
         working at) the Employer.

1.21     Employer means, prior to August 2001, Nabisco, Inc. and any
         member of the Nabisco Controlled Group that participates in
         the Plan. Subsequent to July 2001, Employer means the Nabisco
         Biscuit & Snacks Group of Kraft Foods North America, Inc.

1.22     Enrollment Date means the business day on which an Eligible
         Employee's application for participation is processed.

1.23     ERISA means the Employee Retirement Income Security Act of
         1974, and as is amended from time to time.

1.24     Holland Participant means a Participant who is employed at the
         Company's plant in Holland, Michigan and who is a member of
         BCT Local 697.

1.25     Hour of Service means any hour, regardless of whether or not
         duties have been performed, for which an Employee is paid, or
         entitled to payment, by the Company or any Affiliated Company.
         The determination of Hours of Service shall be consistent with
         the minimum requirements of Department of Labor Regulation
         Section 2530.200b-2.

1.26     Investment Fund or Funds means the separate funds in which
         Participant and Company Contributions to the Plan are invested
         in accordance with Article IV.


                                       4
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1.27     Job Elimination means the elimination of an existing position
         at the sole discretion of the Company when, because of
         changing needs or circumstances, (i) the job is no longer
         performed, or (ii) the job is still performed, but fewer
         employees are needed to perform it.

1.28     Nabisco Controlled Group means Nabisco, Inc. and any other
         corporation that was a member of the controlled group of
         corporations (as defined in Section 1563(a) of the Code) that
         included Nabisco, Inc. as of December 10, 2000.

1.29     Participant means any person participating in the Plan as
         provided in Article II. Except for purposes of Sections 2.01,
         2.02 and 6.02(ii) and Article 3, an Eligible Employee who has
         made a rollover or transfer to the Plan which meets the
         requirements of Section 12.13 or 12.15 and for whom a Rollover
         Contribution Account is maintained shall be treated as a
         Participant and such Eligible Employee shall become a
         Participant for all purposes after meeting the requirements of
         Sections 2.01 and 2.02. In addition, in any Plan Year in which
         the Plan is top-heavy (as defined in Section 14.02) and for purposes
         of Section 14.02(f), "Participant" shall include an Eligible Employee
         not otherwise described in the preceding two sentences who shall,
         pursuant to Treasury Regulation Section 1.416-1, Q&A M-10, receive the
         contribution described in Section 14.02(f), and such Eligible Employee
         shall become a Participant for all purposes after meeting the
         requirements of Sections 2.01 and 2.02.

1.30     Period of Severance means all periods of time commencing on
         the Severance Date of an Employee and ending on the date of
         his reemployment by the Company or an Affiliated Company.

1.31     Plan means the Nabisco, Inc. Employees Savings Plan, as
         described herein or as hereafter amended.

1.32     Plan Year means the period from each December 31 through the
         next December 30. The Limitation Year shall be the calendar
         year.

1.33     Pre-Tax Contribution means that portion of the Basic and/or
         Supplemental Contributions which a Participant has designated
         as pre-tax contributions made by the Company on his behalf
         pursuant to a salary reduction agreement.

1.34     Prior Plan means any U.S. qualified plan (or an individual
         retirement account, annuity or bond in which a qualified plan
         distribution was separately invested pursuant to Code Sections
         408(d)(3)(A)(ii) and (D)(i)), other than an Affiliated Plan or
         the Nabisco Plan for Pensions, which the Committee has
         approved so that an Eligible Employee may make a rollover
         contribution to this Plan, pursuant to Section 12.13.

1.35     Rollover Contributions means the amount contributed to the
         Plan as a rollover contribution from a Prior Plan in
         accordance with Section 12.13(b).


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<PAGE>   12
1.36     Rollover Contribution Account means that portion of the Trust
         Fund which, with respect to any Eligible Employee, is
         attributable to his Rollover Contributions and any investment
         earnings or losses thereon.

1.37     Service means all periods of time, both before, on and after
         February 1, 1987, during which an Employee is employed by the
         Company (or, after July 2001, working at the Company) or any
         Affiliated Company commencing with the first day of employment
         or the first day of reemployment and ending with his Severance
         Date which next follows the first day of employment or the
         first day of reemployment, as the case may be. The first day
         of employment or the first day of reemployment shall be deemed
         to be the first day in which he performs an Hour of Service.
         Periods of Service commencing on the first day of employment
         and ending on the next following Severance Date shall be
         aggregated on a day by day basis and 365 days of aggregated
         Service shall constitute one year of Service. Service shall
         include any period of authorized part-time employment, periods
         of authorized leave of absence up to a maximum of one year,
         periods of absence due to service in the Armed Forces of the
         United States, as required pursuant to Code Section 414(u),
         periods of absence due to unpaid leave taken pursuant to the
         Family and Medical Leave Act of 1993 or similar state laws (to
         the extent required by such laws, but only to the extent such
         leave is not otherwise credited under this Section 1.37), and
         periods of absence up to a maximum of 12 consecutive months
         due to illness or disability. For purposes of determining
         Service, an Employee shall be credited with any period of
         employment with the Company (or, after July 2001, at the
         Company) or an Affiliated Company during which he may be
         otherwise ineligible for participation in the Plan. Service
         will include any period of time beginning on an Employee's
         Severance Date and ending on the date on which he performs an
         Hour of Service, provided that such Hour of Service is
         performed within 12 months of the date his employment was
         terminated or he was otherwise first absent from work,
         whichever is applicable.

         Notwithstanding the preceding paragraph and unless otherwise
         determined by the Committee, Service with an Affiliated
         Company that was not a member of the Nabisco Controlled Group
         as of December 10, 2000 shall only be taken into account
         subsequent to the time that such corporation became an
         Affiliated Company.

1.38     Severance Date shall mean the earlier of the following:

         (a)      the date on which an Employee quits, retires, dies,
                  or is discharged; or

         (b)      the first anniversary of the first date of a period
                  in which an Employee remains absent from Service
                  (with or without pay) with the Company or any
                  Affiliated Company for any reason other than quit,
                  retirement, death or termination; provided, however,
                  the absence from Service of an Employee receiving
                  benefits under one or more long-term disability plans
                  of the Company or an Affiliated Company is not a
                  severance until the earliest of normal retirement
                  age, the cessation of such disability payments

                                       6

<PAGE>   13
                  or the expiration of the initial 24 months of long-term
                  disability payments; provided further that if such an
                  Employee in active employment after his normal retirement age
                  becomes disabled, his Severance Date is the date such
                  long-term disability plan benefits commence or would
                  commence.

                  In the case of an Employee who is absent from work by
                  virtue of (i) the Employee's pregnancy, (ii) birth of
                  the Employee's child, (iii) placement of a child with
                  the Employee by adoption, or (iv) caring for any such
                  child for a period of up to a year immediately
                  following such birth or placement, the Severance Date
                  is the second anniversary of the first day of absence
                  from Service provided that the period between the
                  first and second anniversary of such first day of
                  absence if neither counted as Service nor a Break in
                  Service.

1.39     Supplemental Contributions means the contributions which a
         Participant elects to make to the Plan in accordance with
         Section 3.02.

1.40     Supplemental Contribution Account means that portion of the
         Trust Fund which, with respect to any Participant, is
         attributable to his own Supplemental Contributions and any
         investment earnings and gains or losses thereon.

1.41     Surviving Spouse means the person to whom the Participant is
         married, under applicable state law, at the time of the
         Participant's death and to whom the benefits under the Plan
         shall be payable in the event of the Participant's death
         unless a valid Beneficiary designation and consent thereto by
         the Participant's spouse has been made and received by the
         Committee, or unless such benefits are subject to a qualified
         domestic relations order as defined in Section 414(p) of the
         Code.

1.42     Termination of Employment means separation from the employment
         of the Company and all Affiliated Companies for any reason,
         including, but not limited to, retirement, death, disability,
         resignation or dismissal by the Company; provided, however,
         that transfer in employment between the Company and an
         Affiliated Company shall not be deemed to be a "Termination of
         Employment" and provided further, that if an Employee is
         rehired by the Company or an Affiliated Company within 30 days
         of his or her separation from the employment of the Company or
         an Affiliated Company, such separation shall not be considered
         to be a "Termination of Employment."

1.43     Trustee means a trustee or trustees at any time acting as such
         under a trust agreement or agreements established for purposes
         of this Plan.

1.44     Trust Fund means the cash and other properties arising from
         (i) contributions made by Participants and by the Company in
         accordance with the provisions of this Plan, (ii) funds
         transferred from a Prior Plan, and (iii) any investment
         earnings and gains or losses thereon. The Trust Fund is held
         and administered by the Trustee pursuant to Article IV.


                                       7
<PAGE>   14
1.45     Valuation Date means each business day and any other date the
         Committee deems desirable or necessary to value the Trust Fund
         in accordance with Article V.

When used herein, the masculine shall include the feminine, and the singular
shall include the plural, unless the context clearly indicates otherwise.


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<PAGE>   15
                                   ARTICLE II

                                  PARTICIPATION

2.01     Eligibility.

         (a)      Any Eligible Employee shall be eligible to become a
                  Participant in the Plan as of the first Enrollment
                  Date coincident with or next following his completion
                  of six months of Service or, if earlier, the date
                  negotiated under a collective bargaining agreement.
                  Notwithstanding the foregoing sentence, an Eligible
                  Employee employed by Planters LifeSavers shall be
                  eligible to become a Participant in the Plan as of
                  the first Enrollment Date coincident with or next
                  following his date of hire.

         (b)      All Eligible Employees who participate in this Plan
                  shall participate under the terms and conditions
                  herein stated.

         (c)      An Employee who was a participant in the Nabisco
                  Retirement Savings Plan, Nabisco Retirement Plan,
                  Stella D'Oro Biscuit Co., Inc. Profit Sharing Plan,
                  Stella D'Oro Biscuit Co. Midwest, Inc. Retirement
                  Plan or Stella D'Oro Biscuit Co., Inc. Salary
                  Reduction Plan (for Employees of Local 50) on the
                  date that any such plan merged with the Plan shall
                  become a Participant as of the Enrollment Date
                  coinciding with or next following the merger date.
                  All service under any such plan shall be taken into
                  account for determining participation under the Plan.

2.02     Participation.

         (a)      An Eligible Employee may become a Participant on any
                  Enrollment Date by making application in a manner
                  prescribed by the Committee in which he:

                  (i)      designates the percentage of his Base Pay to
                           be contributed as Basic Pre-Tax and/or
                           After-Tax Contributions in accordance with
                           Section 3.01;

                  (ii)     designates any percentage of his Base Pay to
                           be contributed as Supplemental Pre-Tax
                           and/or After-Tax Contributions in accordance
                           with Section 3.02;

                  (iii)    authorizes applicable payroll deductions
                           from his Base Pay for Basic and Supplemental
                           Contributions; and

                  (iv)     chooses one or more Investment Fund(s) for
                           his Accounts.


                                       9
<PAGE>   16
              (b)          An Employee, other than an Employee in the Bakery,
                           Confectionery, Tobacco Workers and Grain Millers
                           Union, who becomes an Eligible Employee on or after
                           August 1, 1998 may become a Participant pursuant to
                           this Section 2.02(b). If the Eligible Employee does
                           not make the application contemplated in Section
                           2.02(a) prior to his Automatic Enrollment Date, such
                           Eligible Employee shall become a Participant
                           effective as of his Automatic Enrollment Date and
                           shall be deemed to have (i) authorized payroll
                           deductions for Basic Contributions in accordance with
                           Section 3.01, equal to 2% of his Compensation and
                           (ii) elected to invest such contributions in the
                           Fidelity Asset Manager: Income. If Section 3.03 is
                           applicable to the Eligible Employee, the Basic
                           Contributions shall be Pre-Tax Contributions.
                           Notwithstanding the foregoing, the Eligible Employee
                           may at any time elect a different contribution
                           percentage (including 0%) in accordance with Section
                           3.04 and/or different Investment Funds in accordance
                           with Section 4.06.

2.03     Participant Status. An Eligible Employee who has once become a
         Participant shall remain a Participant so long as he remains in the
         Service of the Company or an Affiliated Company, and shall cease to be
         a Participant upon his Termination of Employment, except that if he has
         met the conditions for entitlement to a benefit, he shall remain as an
         inactive Participant so long as he has an Account balance. Active
         participation, however, including contributions to the Plan by or for a
         Participant, shall automatically be suspended effective as of the
         Participant's Severance Date. Participation in the Plan shall cease as
         of the date Accounts are transferred to an Affiliated Plan pursuant to
         Section 12.13.


                                       10
<PAGE>   17
                                   ARTICLE III

                                  CONTRIBUTIONS

3.01     Basic Contributions. Each Participant may contribute a percentage of
         his gross Base Pay as Basic Contributions which are eligible to receive
         a matching Company Contribution; such percentage shall be 1% to 6% of
         Base Pay in 1% increments. Basic Contributions are matched with Company
         Contributions in accordance with Section 3.06. The Basic Contributions
         shall be made through payroll deductions and are credited to
         Participants' Accounts as soon as reasonably possible following the
         date of payment of the Compensation from which the contribution is
         taken. Basic Contributions can be made either as After-Tax Basic
         Contributions or, if and when Section 3.03 becomes applicable to the
         Participant, as Pre-Tax Basic Contributions. If no such designation is
         made, Basic Contributions shall be After-Tax Contributions.

         Participating units, all of which may elect Basic and Supplemental
         After-Tax Contributions under Sections 3.01 and 3.02, are set forth in
         Schedule A, which is maintained by the Committee and may be revised
         from time to time without further amendment to reflect changes under
         the applicable collective bargaining agreement or under an agreement
         for the acquisition or sale of a business.

3.02     Supplemental Contributions. A Participant who has authorized the
         maximum Basic Contribution rate of 6% may also make additional
         contributions under the Plan which are not subject to matching Company
         Contributions by authorizing additional payroll deductions of 1% to 10%
         of his Base Pay in 1% increments, which are credited to Participants'
         Accounts as soon as reasonably possible following the date of payment
         of the Compensation from which the contribution is taken. Supplemental
         Contributions can be made either as After-Tax Supplemental
         Contributions or, if and when Section 3.03 becomes applicable to the
         Participant, as Pre-Tax Supplemental Contributions. If no such
         designation has been made, Supplemental Contributions shall be
         After-Tax Contributions.

3.03     Pre-Tax Contributions.

         (a)      This Section 3.03 is applicable only to all non-union hourly
                  employees and those bargaining units who have collectively
                  bargained for the right to make Pre-Tax Contributions.

                  Participating units, all of which may elect Basic and
                  Supplemental Pre-Tax Contributions under Sections 3.01 and
                  3.02, are set forth in Schedule A, which is maintained by the
                  Committee and may be revised from time to time without further
                  amendment to reflect changes under the applicable collective
                  bargaining agreement or under an agreement for the acquisition
                  or sale of a business.


                                       11
<PAGE>   18
         (b)      Subject to Section 3.08, any Participant eligible under
                  3.03(a) to do so may elect that up to 16% of his gross Base
                  Pay that he has elected to contribute to the Plan pursuant to
                  Sections 3.01 and 3.02, be further designated in 1% increments
                  as Pre-Tax Contributions. Pre-Tax Contributions shall be
                  contributed by the Company to the Plan on behalf of the
                  Participant in lieu of an equal amount being paid to him as
                  Base Pay. A Participant may not designate more than the dollar
                  amount specified by the Internal Revenue Service as Pre-Tax
                  Contributions in any calendar year. Such Pre-Tax Contributions
                  are credited to Participants Accounts as soon as reasonably
                  practicable following the date of payment of the Compensation
                  from which the contribution is taken. Basic and Supplemental
                  contributions not designated as Pre-Tax Contributions shall be
                  After-Tax Contributions.

         (c)      The Committee shall have the right to establish rules with
                  respect to the making of elections pursuant to this Section,
                  including, without limitation, the right to require that any
                  such election be made at such time prior to its becoming
                  effective as the Committee shall determine and the right to
                  restrict the Participant's right to change such election. Such
                  Pre-Tax Contributions are intended to be treated for federal
                  income tax purposes as contributions made by the Company under
                  a qualified cash or deferred arrangement (as defined in Code
                  Section 401(k)), but shall be treated as if they were
                  contributions by a Participant for the purpose of the Plan
                  except where the Plan expressly indicates otherwise.

3.04     Change in Participant Contributions. Subject to the provisions of
         Sections 3.01, 3.02, 3.03 and 3.07, a Participant may elect to change
         the percentage of his authorized payroll deduction by giving notice to
         the Committee in such manner as the Committee may prescribe. If the
         Committee makes a mistake-of-fact with regard to any contribution, it
         shall, depending on the mistake-of-fact, either (i) cause said
         contribution to be returned to the Participant without restriction, or
         (ii) accept additional contributions for the affected period. Examples
         of a "mistake-of-fact" would be the continuation of payroll deductions
         after a Participant has requested the suspension of such deductions or
         failure to act on written instructions to take deductions.

3.05     Suspension of Participant Contributions.

         (a)      A Participant may elect to suspend his Basic or Supplemental
                  Contributions by notifying the Committee in advance in the
                  manner prescribed by the Committee. The suspension shall
                  become effective with the next practicable payroll period
                  commencing on or after processing such request. No Company
                  Contributions shall be made on behalf of a Participant during
                  a period of suspension of Basic Contributions.


                                       12
<PAGE>   19
         (b)      A Participant who has suspended his Basic or Supplemental
                  Contributions may elect to apply to the Committee to resume
                  his contributions in the manner prescribed by the Committee.
                  The resumption shall become effective as of the first payroll
                  period practicable commencing on or after processing his
                  request.

         (c)      No contributions may be made by a Participant for any period
                  of unpaid absence from Service. A Participant who has ceased
                  to make contributions under the Plan in accordance with this
                  subsection (c) shall again be eligible to resume making
                  contributions on the date he returns to Service as an Eligible
                  Employee and gives notice to the Committee in the prescribed
                  manner.

         (d)      A Participant who has ceased to make contributions under the
                  Plan because he has ceased to be an Eligible Employee but,
                  nevertheless, continues to be an Employee shall again be
                  eligible to resume making contributions on the date he again
                  becomes an Eligible Employee and gives notice to the Committee
                  in the prescribed manner.

3.06     Company Contributions.

         (a)      Prior to August 2001, Company contributions are made by
                  Nabisco, Inc. After July 2001, Company contributions are made
                  with respect to the Nabisco Biscuit & Snacks Group of Kraft
                  Foods North America, Inc.

         (b)      With respect to each payroll period, the Company shall
                  contribute on behalf of each Participant an amount equal to
                  25% of such Participant's Basic Contributions to the Plan for
                  such payroll period unless a bargaining unit negotiated for
                  this Plan without a match. Company Contributions under this
                  paragraph will be paid to the Trustee as soon as practicable
                  and at least on a monthly basis. Effective February 1, 1987,
                  with respect to participants at the Pennsauken, New Jersey
                  plant, continuing until the closure of such plant in March
                  1993, the Company Contribution shall be an amount equal to 30%
                  of each such Participant's Basic Contributions. Effective July
                  1, 1996, the Company Contributions for Holland Participants
                  only shall be an amount equal to 50% of each such Holland
                  Participant's Basic Contributions for each payroll period.
                  Participating units for which no Company Contributions have
                  been negotiated are set forth in Schedule A which is
                  maintained by the Committee and may be revised from time to
                  time without further amendment to reflect changes under an
                  applicable collective bargaining agreement or under an
                  agreement for the acquisition or sale of a business.

                  With respect to a former participant in (or an Eligible
                  Employee who works at a location covered by) the Nabisco
                  Retirement Savings Plan who becomes a Participant in the Plan
                  on or after the merger date of the


                                       13
<PAGE>   20
                  Nabisco Retirement Savings Plan with the Plan, the Company
                  Contributions shall be an amount equal to 50% of such
                  Participant's Basic Contributions for each payroll period.
                  With respect to a former participant in (or an Eligible
                  Employee who works at a location covered by) the Nabisco
                  Retirement Plan who becomes a Participant in the Plan on or
                  after the merger date of the Nabisco Retirement Plan with the
                  Plan, the Company Contributions shall be an amount equal to
                  50% of such Participant's Basic Contributions not exceeding 4%
                  of Base Pay for each payroll period.

                  With respect to those hourly locations that, pursuant to
                  collective bargaining agreements or negotiations, have become
                  covered under the salaried welfare plans of the Company and
                  are described in Schedule C, the Company shall contribute on
                  behalf of each affected Participant an amount equal to 50% of
                  such Participant's Basic Contributions to the Plan for each
                  payroll period.

                  With respect to a former participant in (or an Eligible
                  Employee who works at a location covered by) the Stella D'Oro
                  Biscuit Co., Inc. Profit Sharing Plan, the Company shall make
                  an annual profit sharing contribution on a discretionary basis
                  in the amount required under the operative collective
                  bargaining agreement covering such former participants.

          (c)     Each Affiliated Company participating in the Plan shall for
                  any Plan Year contribute a portion of the total Company
                  Contributions, made pursuant to subsection (b) above, equal to
                  the aggregate amounts which are credited for such Plan Year to
                  the accounts of Participants for periods while they are
                  Employees of each such Affiliated Company.

          (d)     In satisfaction of its obligation under this Section 3.06, the
                  Company shall pay its contribution in cash.

          (e)     In any Plan Year in which the Plan is top-heavy (as defined in
                  Section 14.02) the Company shall make additional Company
                  Contributions to the extent necessary to comply with the
                  minimum top-heavy contribution requirement as set forth in
                  Section 14.02(f).

          (f)     Each Company Contribution to the Plan is conditioned on its
                  deductibility.

                  In the event that the Commissioner of the Internal Revenue
                  Service determines that the Plan does not qualify for
                  tax-exempt status under Section 401 of the Code and issues an
                  adverse determination with respect to its initial
                  qualification, the Company Contributions made on or after the
                  date on which such determination is applicable shall be
                  returned to the Company without interest within one year after
                  such determination, but


                                       14
<PAGE>   21
                  only if the application for determination is made by the time
                  prescribed by law for filing the Company's return for the
                  taxable year in which the Plan was adopted, or such later date
                  as the Secretary of the Treasury may prescribe.

                  In the event that a Company Contribution to the Plan is made
                  by a mistake of fact or all or part of the Company's
                  deductions under Section 404 of the Code for contributions to
                  the Plan are disallowed by the Internal Revenue Service, the
                  portion of the contributions attributable to such mistake of
                  fact or to which such disallowance applies shall be returned
                  to the Company without interest. Any such return shall be made
                  within one year after the making of such contribution by
                  mistake of fact or disallowance of deductions, as the case may
                  be.

3.07     Code Section 401(k) and 401(m) Nondiscrimination Tests. The Plan is
         subject to the following nondiscrimination tests.

         (a)      Definitions. For purposes of this Section, the following
                  additional definitions shall be used for Plan Years beginning
                  after 1996:

                  (i)      Highly Compensated Employee means an individual who
                           performs service during the determination year and is
                           an Employee who is a 5-percent owner (as defined in
                           Code Section 416(i)(1)) at any time during the Plan
                           Year or the preceding Plan Year, or an Employee who
                           received compensation in excess of $80,000 (adjusted
                           for changes in the cost of living) and is a member of
                           the "Top-Paid Group" for the preceding Plan Year.

                  (ii)     "Top-Paid Group" means those Employees who are in the
                           top 20-percent of all Employees based on compensation
                           paid by the Company.

         (b)      Average Actual Deferral Percentage Test ("ADP"). For each Plan
                  Year, Participants' Pre-Tax Contributions shall satisfy the
                  requirements described under Section 401(k)(3)(A)(ii) of the
                  Code. The Committee shall have the right to limit Pre-Tax
                  Contributions of Highly Compensated Employees as it deems
                  necessary to satisfy such requirements.

         (c)      Average Actual Contribution Percentage Test ("ACP"). For each
                  Plan Year, matching Company Contributions and Participant
                  After-Tax Contributions shall satisfy the requirements under
                  Section 401(m)(2) of the Code. The Committee shall have the
                  right to limit matching Company Contributions and Participant
                  After-Tax Contributions of Highly Compensated Employees as it
                  deems necessary to satisfy such requirements.


                                       15
<PAGE>   22
3.08     Restrictions on Pre-Tax Contributions.

         (a)      In no event may the Pre-Tax Basic and Pre-Tax Supplemental
                  Contributions made by the Company on behalf of any Participant
                  exceed $9,240 (as adjusted in accordance with Code Section
                  402(g)(5)). In the event the dollar limit for pre-tax
                  contributions is reached with respect to a Participant during
                  a calendar year, all additional contributions made on behalf
                  of the Participant for that calendar year will be made on an
                  after-tax basis, including, if necessary, a portion of the
                  contributions that the Participant had designated as Basic
                  Contributions.

         (b)      The Committee shall have the right to establish rules with
                  respect to the making of elections of pre-tax contributions,
                  including, without limitation, the right to require that any
                  such election be made at such time prior to its becoming
                  effective as the Committee shall determine and the right to
                  restrict the Participant's right to change such election. Such
                  contributions are intended to be treated for federal income
                  tax purposes as contributions made by the Company under a
                  qualified cash or deferred arrangement (as defined in Section
                  401(k) of the Code) but shall be treated as if they were
                  contributions by a Participant for the purpose of the Plan
                  except where the Plan expressly indicates otherwise.

         (c)      Notwithstanding any other provision of the Plan, Allocable
                  Excess Pre-Tax Contributions and income allocable thereto
                  shall be distributed no later than April 15 to Participants
                  who claim Allocable Excess Pre-Tax Contributions for the
                  preceding calendar year. "Allocable Excess Pre-Tax
                  Contributions" shall mean the amount of Pre-Tax Contributions
                  for a calendar year that the Participant allocates to this
                  Plan that exceed the limits of Code Section 402(g).

         (d)      The Participant's claim shall be in writing, shall be
                  submitted to the Committee no later than March 1; shall
                  specify the Participant's Allocable Excess Pre-Tax
                  Contributions for the preceding calendar year; and shall be
                  accompanied by the Participant's written statement that if
                  such amounts are not distributed, such Allocable Excess
                  Pre-Tax Contributions, when added to amounts deferred under
                  other plans or arrangements described in Sections 401(k),
                  402(h), 408(k) or 403(b) of the Code, exceed the limit imposed
                  on the Participant by Section 402(g) of the Code for the year
                  in which the deferral occurred. A Participant is deemed to
                  notify the Committee of any Allocable Excess Pre-Tax
                  Contributions that arise by taking into account only those
                  amounts deferred pursuant to this Plan and any other Plans of
                  a Participating Company.

         (e)      The Allocable Excess Pre-Tax Contributions distributed to a
                  Participant with respect to a calendar year shall be adjusted
                  for income and, if there is a loss allocable to the Allocable
                  Excess Pre-Tax Contributions, shall in no


                                       16
<PAGE>   23
             event be less than the lesser of the Participant's Pre-Tax
             Account under the Plan or the Participant's Pre-Tax
             Contributions for the Plan Year.

3.09     Qualified Military Service. Any Participant who resumes
         participation in the Plan following a period of qualified military
         service shall have the right to make-up Basic Contributions and
         Supplemental Contributions that were not made on account of
         qualified military service as provided under Code Section 414(u).
         Such contributions shall be After-Tax Contributions except to the
         extent that Section 3.03 applied to such Participant during the
         period of qualified military service. The Company will make
         contributions as described in Section 3.06 with respect to any
         Basic Contributions and Supplemental Contributions made by a
         Participant under this Section 3.09 in the same manner and in the
         same amount as if the contributions were made by the Participant
         during qualified military service.


                                       17
<PAGE>   24
                                   ARTICLE IV

                         TRUST FUND AND INVESTMENT FUNDS

4.01     The Trust Agreement. The Company shall enter into a trust agreement
         which shall contain such provisions as shall render it impossible for
         any part of the corpus of the Trust or income therefrom to be at any
         time used for, or diverted to, purposes other than for the exclusive
         benefit of Participants. Any or all rights or benefits accruing to any
         person under the Plan with respect to any Company contributions
         deposited under the Trust Agreement shall be subject to all the terms
         and provisions of the Trust which shall specifically incorporate and be
         subject to the provisions of the Plan.

4.02     The Trustee. The Trustee will be a corporate trustee appointed by the
         Corporate Employee Plans Investment Committee of Philip Morris
         Companies Inc. (the "Philip Morris Committee"), unless such authority
         is transferred to the Compensation and Governance Committee of Kraft
         Foods Inc. (the "Kraft Committee").

4.03     Separate Funds. Subject to Section 4.04, the Trustee shall maintain
         separate Investment Funds within the Fund as are designated by the
         Company.

4.04     Investment Funds. The Philip Morris Committee, unless such authority is
         transferred to the Kraft Committee, shall select the Investment Funds
         offered under the Plan and reserves the right to eliminate or add Funds
         from time to time, including Funds that invest in the common stock of
         an Affiliated Company.

4.05     Temporary Investment. Pending permanent investment of the assets of any
         Investment Fund, the Trustee temporarily may hold cash or make
         short-term investments in obligations of the United States Government,
         commercial paper, an interim investment fund for tax qualified employee
         benefit plans established by the Trustee unless otherwise provided by
         applicable law, or other investments of a short-term nature.

4.06     Investment of Participant Contributions.

         (a)      Election. All Basic Contributions, Supplemental Pre-Tax
                  Contributions, Supplemental After-Tax Contributions and
                  Company Contributions will be invested at the election of the
                  Participant in multiples of 1% in any one or combination of
                  the Investment Funds under the Plan, subject to any
                  restrictions imposed on investing in any stock fund. A
                  Participant may make or change an election on any day by
                  giving notice to the Committee in the prescribed manner. Any
                  such election or change of election shall be effective as of
                  the first payroll period after it is processed.

         (b)      Reallocation of Investments. A Participant may elect on any
                  day to reallocate the investment of his Accounts to any one or
                  combination of the Investment Funds, in multiples of 1% by
                  giving notice to the Committee


                                       18
<PAGE>   25
                  in such manner as the Committee may prescribe. The amounts
                  reallocated will be based upon values as of the Valuation Date
                  applicable to the processing of the request.

4.07     Voting by Participants.

         (a)      Voting of Stock Generally. Each Participant shall have the
                  right and shall be afforded the opportunity to instruct the
                  Trustee how to vote that proportionate number of the total
                  number of shares of stock held in any Fund that consists of
                  the common stock of the Company or an Affiliated Company which
                  is the same proportion that the value of his interest bears to
                  the total value of such Fund. Instructions by Participants to
                  the Trustee shall be in such form and pursuant to such
                  regulations as the Committee may prescribe. Any such
                  instructions shall remain in the strict confidence of the
                  Trustee.

         (b)      Tender or Exchange Offers. In the event of a tender or
                  exchange offer for any or all shares of Stock, the Committee
                  shall notify each Participant or Beneficiary and utilize its
                  best efforts to timely distribute or cause to be distributed
                  to him such information as will be distributed to other
                  shareholders of such Stock in connection with any such tender
                  or exchange offer. Each Participant or his Beneficiary shall
                  have the right to instruct the Trustee in writing not to
                  tender or exchange shares of Stock credited to his Account
                  under the Trust Fund. Unless the Trustee determines that ERISA
                  requires it to act otherwise, the Trustee shall not tender or
                  exchange any shares of Stock credited to a Participant's
                  Account under the Trust Fund unless specific instructions to
                  tender or exchange such shares have been received. For
                  purposes of this Section 4.07(b), "Stock" shall mean the stock
                  held in any Fund that consists of the common stock of the
                  Company or an Affiliated Company.

4.08     Investment Managers. The Philip Morris Committee may enter into a
         written agreement with or direct the Trustee to enter into an
         agreement with one or more investment managers to manage the
         investments of one or more of the Investment Funds. Such investment
         managers may include legal reserve life insurance companies which enter
         into group annuity contracts with the Trustee. The Philip Morris
         Committee may remove any such investment manager or any successor
         investment manager, or direct the Trustee to do so, and any such
         investment manager may resign. In addition, the Philip Morris Committee
         may, upon removal or resignation of an investment manager, provide for
         the appointment of a successor investment manager. The Kraft Committee
         shall discharge the duties described in this Section 4.08 if such
         authority is transferred from the Philip Morris Committee to the Kraft
         Committee.

4.09     Participant Responsibility For Selection of Funds. Each Participant is
         solely responsible for the selection of his Investment Funds. Neither
         the Trustee, the


                                       19
<PAGE>   26
         Committee, any Administrative Committee, the Company nor any of the
         directors, officers or employees of the Company or any Affiliated
         Company is required to advise a Participant as to the manner in which
         his Accounts should be invested. The fact that a security is available
         to Participants for investment under the Plan shall not be construed as
         a recommendation for the purchase of that security, nor shall the
         designation of any Investment Fund impose any liability on the Company,
         any Affiliated Company, their directors, officers or employees, the
         Trustee, the Committee, or any Administrative Committee.


                                       20
<PAGE>   27
                                    ARTICLE V

                                    ACCOUNTS

5.01     Valuation of Accounts. As of each Valuation Date, the Accounts of each
         Participant shall be adjusted to reflect any appreciation or
         depreciation in the fair market value and any income earned by each
         Investment Fund in which the Participant's Accounts are invested since
         the prior Valuation Date. Such fair market value shall be the aggregate
         fair market value of all securities or other property held for each
         Investment Fund, plus cash and accrued earnings, less accrued expenses
         and proper charges against each Investment Fund.

         When determining the value of Participant Accounts, any deposits due
         which have not been deposited in the Trust Fund on behalf of the
         Participant shall be added to his Accounts. Similarly, adjustments of
         accounts for appreciation or depreciation of an Investment Fund shall
         be deemed to have been made as of the Valuation Date to which the
         adjustment relates, even though they are actually made as of a later
         date.

5.02     Valuation Upon Transfer, Withdrawal or Distribution. The valuation of
         accounts for purposes of an in-service withdrawal, a transfer of
         accounts to another Investment Fund, or a cash distribution shall be
         the same as described in Section 5.01.

5.03     Statement of Accounts. Each Participant shall be furnished at least
         annually a statement setting forth the value of his Accounts.


                                       21
<PAGE>   28
                                   ARTICLE VI

                             VESTING AND FORFEITURES

6.01     Vesting of Participant's Contributions. Each Participant's Basic
         Contribution Account, Supplemental Contribution Account and Rollover
         Account shall at all times be fully vested.

6.02     Vesting of Company Contributions. A Participant shall become fully
         vested in his Company Contribution Account upon the earliest of (i)
         completion of 60 months of Service, (ii) 24 months of employment after
         his initial Enrollment Date, or (iii) the occurrence of any one of the
         following:

         (a)      attainment of age 65;
         (b)      retirement at age 65;
         (c)      disability (as defined by the Social Security Administration);
         (d)      death;
         (e)      termination of employment as a result of Job Elimination;
         (f)      termination of the Plan, or
         (g)      complete discontinuance of Company Contributions.

         The foregoing notwithstanding, if negotiated with a collective
         bargaining unit when negotiating Plan coverage for the unit, an
         Eligible Employee who is a member of such unit shall be immediately and
         fully vested in his Account if he enrolls in the Plan as of the first
         possible date for members of his unit.

         With respect to an Employee who becomes a Participant following the
         merger of the Nabisco Retirement Savings Plan (the "Savings Plan"), the
         Nabisco Retirement Plan (the "Retirement Plan"), the Stella D'Oro
         Biscuit Co., Inc. Profit Sharing Plan (the "Profit Sharing Plan"), the
         Stella D'Oro Biscuit Co. Midwest, Inc. Retirement Plan (the "Midwest
         Plan"), or the Stella D'Oro Biscuit Co., Inc. Salary Reduction Plan
         (for Employees of Local 50) (the "Local 50 Plan") with the Plan, the
         following additional conditions shall apply regarding any amount
         credited to his Company Contribution Account:

         (a)      The vested percentage shall not be less than the vested
                  percentage, determined as of the merger date, of the
                  Employee's (i) matching contribution account and supplemental
                  contribution account under the Savings Plan or (ii) the amount
                  attributable to employer contributions under the Retirement
                  Plan.

         (b)      A "Year of Service" under the Savings Plan shall be equivalent
                  to 12 months of Service under the Plan.


                                       22
<PAGE>   29
         (c)      With respect to a former participant in the Savings Plan or
                  the Retirement Plan, the Employee's Enrollment Date shall be
                  the later of November 19, 1999 or the date of hire by the
                  Company.

         (d)      The Employee shall be credited with 12 months of Service for
                  the period beginning July 1, 2000 and ending June 30, 2001 if
                  he would have been credited with a "Year of Service" under the
                  Savings Plan for such period. A "Year of Service" shall have
                  the meaning described in Section 8.2 of the Savings Plan.

         (e)      All service under the Savings Plan, Retirement Plan, Profit
                  Sharing Plan, Midwest Plan and Local 50 Plan as of the merger
                  date will be taken into account under the Plan.

         (f)      As of the merger date, all participants in the Profit Sharing
                  Plan, Midwest Plan and Local 50 Plan will have a 100% vested
                  interest in their Company Contribution Account.

         (g)      With respect to a former participant in the Retirement Plan,
                  any such Employee will have a 100% vested interest upon
                  attaining age 55 while employed by the Company.

6.03     Forfeiture on Termination of Employment. If a Participant's employment
         is terminated prior to attainment of age 65 for reasons other than
         Retirement, Disability, death, or Job Elimination the portion, if any,
         of his Company Contribution Account in which he is not vested shall be
         forfeited upon the earlier of (i) the accrual of five (5) consecutive
         Break in Service years, or (ii) the receipt of a cash-out and, under
         circumstances where all Participant Contributions were distributed
         prior to Termination of Employment or there are no Participant
         Contributions, a cash-out will be deemed to have been made on the date
         the Termination of Employment occurred. All forfeitures pursuant to
         (ii) above are subject to the provisions of Section 6.05. A "Break in
         Service" is any 12-consecutive month period beginning on a Severance
         Date during which an Employee does not complete an Hour of Service.

6.04     Disposition of Forfeitures. All forfeitures shall be used to reduce
         Company Contributions otherwise payable to the Plan.

6.05     Restoration of Forfeitures. Any amount forfeited pursuant to the
         provisions of clause (ii) of Section 6.03 shall be restored to the
         Account of a Participant if the Participant is re-employed before he
         accrues five consecutive Break in Service years. The restoration will
         occur without the requirement that the Participant repay to the Plan
         any amounts previously distributed to him.


                                       23
<PAGE>   30
                                   ARTICLE VII

                                  DISTRIBUTIONS

7.01     Distribution of Benefits.

         (a)      Termination of Employment. A Participant who has a Termination
                  of Employment for reasons other than retirement, disability or
                  death shall receive a lump sum distribution of the value of
                  his vested Accounts, subject to the provisions of Section 7.01
                  (e). Distribution shall be made as soon as administratively
                  feasible following the valuation of the Participant's
                  Accounts. If the Committee has not received an application for
                  distribution by the time specified in subsection (d) below, a
                  distribution shall automatically be made at such time.

         (b)      Retirement or Disability. A Participant who has a Termination
                  of Employment due to retirement or disability shall receive a
                  lump sum distribution of the value of his Accounts.
                  Distribution shall be made as soon as administratively
                  feasible following the valuation of the Participant's
                  Accounts. However and notwithstanding anything in this Plan to
                  the contrary, a Participant may not postpone payment beyond
                  April 1 of the calendar year following the calendar year in
                  which he attains age 70 1/2. Participants who are not 5%
                  owners (as defined in Code Section 416(i)(1)(B)) and who
                  attained age 70 1/2 prior to January 1, 1988, are not required
                  to have their distribution commence prior to April 1 of the
                  calendar year following the calendar year in which they
                  retire, regardless of their age.

         (c)      Death. The Accounts of a Participant who has died shall be
                  distributed to his Beneficiary in a single lump sum payment.
                  Payment will be made after notification and verification of
                  the Participant's death; provided, however, that if the
                  Beneficiary is the Participant's Surviving Spouse, a
                  distribution shall not be made until after a written
                  application for distribution from the Surviving Spouse has
                  been received by the Committee. The Accounts shall be valued
                  as soon as administratively feasible after receipt of the
                  written application for distribution, and distribution shall
                  be made as soon as administratively feasible following the
                  valuation of the Participants Accounts. If the Committee has
                  not received an application for distribution by the time the
                  Participant would have attained age 65, the distribution shall
                  automatically be made at such time.

         (d)      Latest Date for Distribution. Distributions to a Participant
                  shall commence no later than the April 1 following the
                  calendar year in which the Participant attains age 70 1/2.


                                       24
<PAGE>   31
         (e)      Small Lump Sum Cash-Outs. The foregoing notwithstanding, if
                  the value of the Participant's Account does not exceed $5,000,
                  a distribution shall be made to the Participant as soon as
                  administratively feasible after a written application for
                  distribution has been received by the Committee, valued as
                  soon as administratively feasible after receipt of such
                  application; provided, however, that if the Committee does not
                  receive a written application for distribution within 90 days
                  after the Participant's Termination of Employment, the Account
                  shall be valued and distribution shall be made as soon as
                  administratively feasible after the expiration of such 90-day
                  period. In no event shall the Account of a Participant which
                  is in excess of the amount of $5,000 be distributed to him or
                  on his behalf prior to the time specified in (d) above without
                  the written consent of the Participant or, if applicable, his
                  Surviving Spouse.

         (f)      QDRO. Notwithstanding subsections (a)-(e) above and Section
                  8.05, if a qualified domestic relations order, as described in
                  Section 12.05, requires the distribution of all or part of a
                  Participant's benefits under the Plan, the establishment or
                  acknowledgment of the alternate payee's rights to benefits
                  under the Plan in accordance with the qualified domestic
                  relations order shall in all events be applied in a manner
                  consistent with the terms of the Plan. Notwithstanding the
                  foregoing, (i) the Committee is authorized, pursuant to such
                  uniform and nondiscriminatory rules as it shall establish
                  which shall be consistent with applicable law and the terms of
                  the applicable qualified domestic relations order, to cash out
                  benefits to which alternate payees may be entitled prior to
                  the date such benefits would otherwise become payable in
                  accordance with the applicable provisions of the Plan, and
                  (ii) in no event shall the recognition of an alternate payee's
                  rights in accordance with this Section 7.01(f) be deemed to
                  include the right to make a withdrawal pursuant to the
                  provisions of Article VI, make a loan application pursuant to
                  the provisions of Article IX or to receive any benefits in the
                  form of a partial payment.

         (g)      Company/Affiliated Company Stock Fund Distributions. With
                  respect to any Investment Fund that consists of the common
                  stock of the Company or an Affiliated Company, the Participant
                  or his Beneficiary may elect that the distribution from any
                  such Investment Fund be made in the form of cash or shares of
                  stock, except that any fractional portion of a share shall be
                  paid in cash. If a Participant does not make an election in
                  connection with the distribution, all amounts shall be paid in
                  cash.

         (h)      Installment Distributions. Notwithstanding any provision of
                  the Plan to the contrary, a Participant or Beneficiary may
                  elect to receive the value of his Accounts in monthly or
                  annual installment payments; provided, however, such
                  Participant may elect at any time to receive the remaining
                  amount credited to his Accounts in a lump-sum distribution.


                                       25
<PAGE>   32
7.02     Proof of Death and Right of Beneficiary. The Committee may require and
         rely upon such proof of death and such evidence of the right of any
         Beneficiary to receive the undistributed value of the Account of a
         deceased Participant as the Committee may deem proper, and its
         determination of death and of the right of such Beneficiary or other
         person to receive payments shall be conclusive.

7.03     Completion of Appropriate Forms. The Committee has prescribed
         forms/procedures providing notice to it in order for a distribution to
         be made under the Plan. In the event a Participant or Beneficiary does
         not comply with such procedures before the date a distribution becomes
         payable under the terms of the Plan, distribution from such
         Participant's or Beneficiary's Account may, at the option of the
         Committee (taking into account Section 12.12), be mailed to the Address
         of Record as provided in Section 12.09.

7.04     Investment Pending Distribution.

         (a)      The provisions of Section 4.06 shall continue to apply to the
                  accounts of inactive Participants.

         (b)      A Participant is not entitled to any interest, dividends or
                  any other form of investment proceeds on his Account for the
                  period between the Valuation Date and the date payment is
                  made.

7.05     Direct Rollovers.

         This Section applies to distributions made on or after January 1, 1993.
         Notwithstanding any provision of the plan to the contrary that would
         otherwise limit a distributee's election under this Article, a
         distributee may elect, at the time and in the manner prescribed by the
         plan administrator, to have any portion of an eligible rollover
         distribution paid directly to an eligible retirement plan specified by
         the distributee in a direct rollover.

         (a)      Eligible Rollover Distribution. An eligible rollover
                  distribution is any distribution of all or any portion of the
                  balance to the credit of the distributee, except that an
                  eligible rollover distribution does not include: any
                  distribution that is one of a series of substantially equal
                  periodic payments (not less frequently than annually) made for
                  the life (or life expectancy) of the distributee or the joint
                  lives (or joint life expectancies) of the distributee and the
                  distributee's designated beneficiary, or for a specified
                  period of ten years or more; any distribution to the extent
                  such distribution is required under Section 401(a)(9) of the
                  Code; the portion of any distribution that is not includible
                  in gross income (determined without regard to the exclusion
                  for net unrealized appreciation with respect to employer
                  securities); and any hardship distribution described in Code
                  Section 401(k)(2)(B) made after 1998.


                                       26
<PAGE>   33
         (b)      Eligible Retirement Plan. An eligible retirement plan is an
                  individual retirement account described in section 408(a) of
                  the Code, and individual retirement annuity described in
                  section 408(b) of the Code, and annuity plan described in
                  section 403(b) of the Code, or a qualified trust described in
                  section 401(a) of the Code, that accepts the distributee's
                  eligible rollover distribution. However, in the case of an
                  eligible rollover distribution to the surviving spouse, an
                  eligible retirement plan is an individual retirement account
                  or individual retirement annuity.

         (c)      Distributee. A distributee includes an employee or former
                  employee. In addition, the employee's or former employee's
                  surviving spouse and the employee's or former employee's
                  spouse or former spouse who is the alternate payee under a
                  qualified domestic relations order, as defined in section
                  414(p) of the Code, are distributees with regard to the
                  interest of the spouse or former spouse.

         (d)      Direct Rollover. A direct rollover is a payment by the plan to
                  the eligible retirement plan specified by the distributee.


                                       27
<PAGE>   34
                                  ARTICLE VIII

                  WITHDRAWAL PRIOR TO TERMINATION OF EMPLOYMENT
                     AND SPECIAL PRE-TAX CONTRIBUTION RULES

8.01     Election to Withdraw from Accounts. As of any Valuation Date and
         subject to Sections 8.02, 8.03 and 8.04, a Participant may elect to
         withdraw, in cash only and in a stated amount, all or a portion of the
         value of vested amounts in his Accounts from which withdrawals are
         allowed.

8.02     Withdrawal of After-Tax and Company Contributions. Withdrawals as
         described in Section 8.01 and subject to the rules of Section 8.03
         shall be applied by the Committee against a Participant's Accounts as
         follows:

         Tax-free Withdrawal: Any dollar amount up to 100% of his After-Tax
         Contributions contributed prior to January 1, 1987, or their value, if
         less.

         Regular Withdrawal: The amount available as a Tax-free Withdrawal, plus
         any dollar amount up to the remaining value of his After-Tax
         Contributions, his Rollover Account and vested Company Account.
         Participants with less than five years of Plan participation may not
         withdraw After-Tax Contributions that were matched by the Company and
         are in the Plan for less than 24 months or Company Contributions that
         are in the Plan for less than 24 months.

         Hardship Withdrawal: A Participant who qualifies for a financial
         hardship as defined in Section 8.04 may withdraw up to 100% of the
         amount available under a Regular Withdrawal, plus the remaining value,
         if any, of his After-Tax Contributions, the remaining vested value of
         his Company Contributions and an amount from his Pre-Tax Contributions
         Account that does not exceed his Pre-Tax Contributions plus earnings
         credited to such contributions as of December 31, 1988.

         Withdrawal Upon Attainment of Age 59 1/2 or Disability: A Participant
         who has attained age 59 1/2 or is totally disabled, as such term is
         defined by the Social Security Administration, may withdraw the amount
         available under a Regular Withdrawal, plus any dollar amount up to the
         remaining vested value of his After-Tax, Company and Pre-Tax
         Contributions.

8.03     Rules Applicable to Withdrawals Prior to Termination of Employment. The
         following rules shall, except as noted in Section 8.04, apply to
         withdrawals under this Article VIII:

         (a)      Withdrawals may only be made by prior notice to the Committee
                  in the manner prescribed by the Committee.

         (b)      Excluding Hardship withdrawals, no more than one withdrawal
                  may be made in any six-month period.


                                       28
<PAGE>   35
         (c)      Excluding Hardship withdrawals, in no event may a Participant
                  make a withdrawal in an amount less than $1,000, or the
                  maximum amount available for withdrawal as a Tax-free
                  Withdrawal or a Regular Withdrawal, if less.

         (d)      In no event may a Participant elect an order of withdrawal
                  other than set forth in Section 8.02, nor may a Participant
                  select the classification or Investment Fund from which his
                  stated amount of withdrawal will be withdrawn.

         (e)      Payments of withdrawal amounts will be made as soon as
                  practicable after a Participant's election to withdraw.

         (f)      Amounts received from any Prior or Affiliated Plan in a
                  trust-to-trust transfer which were subject to Code Section
                  401(k), under such Plan, shall be subject to Code Section
                  401(k) requirements under this Plan.

8.04     Hardship Withdrawals.

         Financial hardship for purposes of Section 8.02 shall mean that a
         Participant requires a withdrawal of money for an immediate and heavy
         financial need. Such withdrawal cannot exceed the sum of (i) the amount
         required to meet such need and (ii) any amounts necessary to pay any
         federal, state or local income taxes or penalties reasonably
         anticipated as a result of the distribution. No withdrawal shall be
         permitted unless the hardship cannot reasonably be relieved from other
         sources, including distributions (other than hardship withdrawals) and
         nontaxable loans available under this Plan or any other plan, through
         reimbursement or compensation by insurance or otherwise by liquidation
         of assets to the extent such liquidation would not itself cause an
         immediate and heavy financial need, by cessation of all Pre-Tax
         Contributions or After-Tax Contributions under the Plan, or by
         borrowing from commercial sources on reasonable commercial terms.
         Purchase by a Participant of a primary residence, the need to prevent
         eviction or foreclosure on the primary residence of a Participant,
         post-secondary education tuition, related fees, and room and board for
         a Participant or his dependents and any non-reimbursed medical expense
         of a Participant or his dependents may generally be considered
         situations of heavy financial need, unless otherwise governed by law or
         regulation. The Committee may, under rules established by it which are
         uniformly applicable to all similarly situated Participants, determine
         other circumstances where a Participant has a heavy financial need and
         the decision of the Committee as to whether a Participant satisfies the
         financial hardship rule shall be conclusive, unless otherwise governed
         by law or regulation.

8.05     Restrictions on Pre-Tax Contribution Distributions. Notwithstanding any
         other provision in this Plan to the contrary, a Participant's Pre-Tax
         Contribution Accounts may not be distributed earlier than upon one of
         the following events:


                                       29
<PAGE>   36
         (a)      The Participant's retirement, death, disability or Termination
                  of Employment;

         (b)      The termination of the Plan without the establishment of a
                  successor plan;

         (c)      A Participant's attainment of age 59 1/2;

         (d)      A Participant's hardship, restricted as set forth in Section
                  8.04.

         (e)      The sale or disposition of the Company or any Affiliated
                  Company to an unrelated corporation, which does not maintain
                  the Plan, of substantially all of the assets used in a trade
                  or business, but only with respect to Employees who continue
                  with the acquiring corporation; or

         (f)      The sale or disposition by the Company or any Affiliated
                  Company of its interest in a subsidiary to an unrelated entity
                  which does not maintain the Plan, but only with respect to
                  Employees who continue employment with the subsidiary.

         This Section is intended to comply with the earliest distribution
         requirements of Treasury Reg. 1.401(k)-l(d) and is not intended to add
         any forms of distribution not otherwise allowed under the Plan.


                                       30
<PAGE>   37
                                   ARTICLE IX

                                      LOANS

9.01     Loan Provisions. An active Participant may make application to the
         Committee to borrow from the Trust Fund and the Committee may in its
         sole discretion permit such a loan upon the conditions hereinafter
         specified and any other rules promulgated by the Committee.

         (a)      Loans shall be made available to all Participants on a
                  reasonably equivalent basis and (i) shall not be made
                  available to highly compensated employees (as defined in
                  Section 414(q) of the Code) in an amount greater than the
                  amount made available to other Participants, and (ii) shall
                  not be permitted for purchasing securities or in any way
                  financing a securities investment.

         (b)      The maximum amount of a loan to a Participant shall not exceed
                  the lesser of: (i) 50% of the Participant's vested interest in
                  his Account; or (ii) $50,000, reduced by the highest
                  outstanding loan balance during the preceding twelve months.
                  The minimum loan amount is $1,000. Notwithstanding the
                  foregoing, no amount of a Participant's Account shall be
                  considered available for a loan if it is subject to a
                  qualified domestic relations order as such term is defined
                  under Section 414(p)(1)(A) of the Code.

         (c)      The Committee shall have complete discretion in determining
                  lien priorities among the various investments in the Account.
                  The Committee shall determine the interest rate for each loan,
                  consistent with the rate being charged by other lending
                  institutions for a similar loan to an unrelated borrower on
                  the same date. A loan shall be deemed to be an investment of a
                  Participant's individual Account and all interest payments and
                  repayments of principal shall be credited to the Account of
                  the Participant.

         (d)      The Participant shall be required to authorize payroll
                  deductions from his compensation in an amount sufficient to
                  repay the loan over its term. Loan repayment amounts shall be
                  credited to a Participant's Account as of the date of payment
                  of the Compensation from which the repayment is taken. In the
                  event of default of the Participant before the loan is repaid
                  in full, the unpaid balance thereof shall become due and
                  payable and, to the extent that the outstanding amount is not
                  repaid within 60 days after demand for payment is sent, such
                  amount shall be deemed to have been distributed and the
                  Trustee shall first satisfy the indebtedness from the amount
                  payable to the Participant before making any payment to the
                  Participant. In the event of a Participant's death before the
                  loan is repaid in full, the Participant's estate shall be the
                  Beneficiary with respect to the outstanding


                                       31
<PAGE>   38
                  loan notwithstanding any other deemed or actual Beneficiary
                  designation and the unpaid loan balance shall be deemed to
                  have been distributed to the Participant's estate.

                  Upon a Participant's Termination of Employment, the
                  Participant can repay any outstanding loan balance in full or
                  continue to repay the outstanding balance in the same amount
                  and at the same rate as prior to the Termination of
                  Employment. Repayments after a Participant's Termination of
                  Employment shall be effected as determined by the Committee.

         (e)      During the repayment period for the loan, the Participant
                  shall be permitted to fully participate in the Plan.

         (f)      The Participant shall execute such other documents as the
                  Committee shall request.

         (g)      Only one loan for each Participant may be outstanding at one
                  time.

         (h)      The Committee may make additional rules for loans under the
                  Plan, provided that such rules are administered in a
                  nondiscriminatory manner.


                                       32
<PAGE>   39
                                    ARTICLE X

                             ADMINISTRATION OF PLAN

10.01    Nabisco Employee Benefits Committee.

         (a)      The general administration of the Plan and the responsibility
                  for carrying out the provisions of the Plan shall be placed in
                  the Committee, consisting of not less than three persons.

         (b)      Any member of the Committee may resign by delivering his
                  written resignation to the Secretary of the Committee and such
                  resignation shall become effective upon the date specified
                  therein. A member shall be deemed to have resigned if he
                  leaves the active employment of the Company and all Affiliated
                  Companies.

         (c)      The Committee shall elect from its members a Chairman, and
                  shall also elect a Secretary who may, but need not, be one of
                  the members of the Committee. The Committee may appoint from
                  its members such committees with such powers as it shall
                  determine, and may authorize one or more of its members, or
                  any agent, to execute or deliver any instrument or make any
                  payment in its behalf.

         (d)      The Committee shall hold meetings upon such notice, at such
                  place or places, and at such time or times as it may from time
                  to time determine.

         (e)      A majority of the members of the Committee shall constitute a
                  quorum for the transaction of business. All resolutions or
                  other action taken by the Committee shall be by the vote of a
                  majority of the members of the Committee present at any
                  meeting or without a meeting by an instrument in writing
                  signed by a majority of the members of the Committee.

         (f)      No member of the Committee shall receive any compensation for
                  his service as such, and, except as may be required by
                  applicable law, no bond or other security is required of him
                  in such capacity in any jurisdiction.

10.02    Administrative Committee.

         (a)      The Committee, in its discretion, may delegate its
                  administrative duties and responsibilities to one or more
                  Administrative Committees each consisting of three or more
                  persons, who shall be appointed by and serve at the
                  pleasure of the Committee and one or more of whom may also
                  be members of such Committee. Vacancies in the
                  Administrative Committee shall be filled by the Committee
                  but the Administrative Committee may act, notwithstanding
                  any vacancies, so long as there are at least two members of
                  such Committee. The members of an Administrative


                                       33
<PAGE>   40
                  Committee shall serve without compensation for their services
                  as such, but shall be reimbursed by the Company for all
                  necessary expenses incurred in the discharge of their duties.

         (b)      Subject to restrictions imposed by the Committee, an
                  Administrative Committee's powers shall include the
                  following powers:

                  (i)   to interpret Plan provisions with respect to
                        eligibility, service, vesting and determination of
                        benefits,

                  (ii)  to calculate benefits and authorize the payment of
                        benefits by the Plan trustees through disbursement
                        accounts as directed by the Administrative Committee,

                  (iii) to authorize the payment of routine Plan expenses
                        exclusive of trustee, investment manager, or actuary
                        fees,

                  (iv)  to prepare and/or approve the filing of required
                        governmental reports,

                  (v)   to maintain Plan and Account records,

                  (vi)  to prepare employee announcements, forms and
                        procedures, and

                  (vii) to review denials of benefit claims made by
                        Participants or Beneficiaries.

         The Administrative Committee, at its discretion, may delegate to
         assistants, including employees in the Company's Employee Benefits
         Department, ministerial and clerical duties.

10.03    Authority and Duties of Various Fiduciaries.

         (a)      The Committee (or the Administrative Committee acting on
                  behalf of the Committee) shall have the exclusive right to
                  interpret the Plan and to decide any and all matters
                  arising under the Plan or in connection with its
                  administration, including determination of and eligibility
                  for the amount of distributions and withdrawals. The
                  Company shall have no power to direct or modify any
                  interpretations, determinations, or decisions of the
                  Committee. The Committee may amend the Plan, subject to the
                  provisions of Section 11.01. Further, the Committee may
                  adopt rules for the administration of the Plan and the
                  conduct of its business and such rules shall be consistent
                  with the provisions of the Plan.

         (b)      The Committee and any other named fiduciary may each employ
                  counsel, agents, and such clerical and accounting services as
                  it may require in


                                       34
<PAGE>   41
                  carrying out its responsibilities under the Plan. All
                  fiduciaries shall be entitled to rely upon tables, valuations,
                  certificates, opinions, and reports furnished by any actuary,
                  accountant, or legal counsel appointed under the provisions of
                  the Plan.

         (c)      The Committee shall keep in convenient form such personnel
                  data as may be necessary for the Plan. The Committee shall
                  prepare, distribute, and file such reports and notices as may
                  be required by applicable law or regulation.

         (d)      The members of the Committee shall use that degree of care,
                  skill, prudence and diligence that a prudent man acting in
                  a like capacity and familiar with such matters would use in
                  his conduct of a similar situation. A member of the
                  Committee shall not be liable for the breach of fiduciary
                  responsibility of another fiduciary unless (i) he
                  participates knowingly in, or knowingly undertakes to
                  conceal, an act or omission of such other fiduciary,
                  knowing such act or omission is a breach; or (ii) by his
                  failure to discharge his duties solely in the interest of
                  the Participants, Surviving Spouses and Beneficiaries for
                  the exclusive purpose of providing their benefits and
                  defraying reasonable expenses of administering the Plan not
                  met by the Company, he has enabled such other fiduciary to
                  commit a breach; or (iii) he has knowledge of a breach by
                  such other fiduciary and does not make reasonable efforts
                  to remedy the breach; or (iv) the Committee improperly
                  allocates duties among its members or delegates duties to
                  others and fails to properly review such allocation or
                  delegation of fiduciary responsibilities.

         (e)      The Company will indemnify and hold harmless the members of
                  the Committee and any person to whom fiduciary
                  responsibilities are delegated under this Plan against any
                  cost or expense (including attorney's fees) or liability
                  (including any sum paid in settlement of a claim with the
                  approval of the Company) arising out of any act or omission to
                  act, except in the case of willful misconduct.

         (f)      Whenever, in the administration of the Plan, any discretionary
                  action is required, the authorized party shall exercise his
                  authority in a nondiscriminatory manner so that all persons
                  similarly situated will receive substantially the same
                  treatment.

10.04    Named Fiduciaries.

         (a)      The Committee and any Administrative Committee shall each
                  constitute named fiduciaries as such term is defined in ERISA.

         (b)      Any fiduciary appointed as a named fiduciary by the Company by
                  resolution or appointed by an appropriate instrument executed
                  by an


                                       35
<PAGE>   42
                  officer of the Company thereunto authorized shall also
                  constitute a named fiduciary in respect of the duties
                  delegated to him or it in such resolution or instrument.

10.05    Delegation. Any named fiduciary designated herein or appointed as
         provided herein, unless precluded from doing so by the terms of such
         appointment, may by appropriate instrument designate any person
         (including any firm or corporation) to carry out part or all of such
         fiduciary's responsibilities and upon such designation the named
         fiduciary shall have no liability, except as imposed by applicable law,
         for any act or omission of such person. The foregoing does not preclude
         any other fiduciary to the extent allowed by ERISA and the terms of his
         appointment from delegating part or all of such fiduciary's
         responsibilities with respect to the Plan.

10.06    Multiple Capacities. Any fiduciary may serve in more than one
         fiduciary capacity with respect to the Plan.


                                       36
<PAGE>   43
                                   ARTICLE XI

              AMENDMENTS, TERMINATION, PERMANENT DISCONTINUANCE
                  OF CONTRIBUTIONS, MERGER OR CONSOLIDATION

11.01    Amendments. Subject to the provisions hereinafter set forth, the
         Company reserves the right at any time and from time to time by action
         of the Committee in writing, both retroactively and prospectively, to
         modify or amend, in whole or in part, any or all of the provisions of
         the Plan; provided, however, that (a) no such modification or amendment
         shall make it possible for any part of the funds of the Plan to be used
         for, or diverted to, purposes other than for the exclusive benefit of
         Participants, Surviving Spouses or Beneficiaries under than Plan; and
         (b) no modification or amendment shall be made which has the effect of
         decreasing retroactively the Accounts of any Participant or of reducing
         the nonforfeitable percentage of the Company Contribution Account of a
         Participant below the nonforfeitable percentage thereof computed under
         the Plan as in effect on the later of the date on which the amendment
         is adopted or becomes effective; and provided further, that any
         amendment of the Plan that involves a material increase in benefits for
         officers of the Company, a material increase in cost or a material
         change in design, other than technical amendment required by law or
         regulations, must be approved by the Board of Directors. No amendment
         shall eliminate or reduce an early retirement benefit or eliminate an
         optional form of benefit except as permitted by law.

11.02    Termination or Permanent Discontinuance of Contributions. The Company
         may by action of the Committee terminate the Plan with respect to all
         participating locations or any of them or direct complete
         discontinuance of contributions hereunder by all or any of the
         locations for any reason at any time. In case of such termination or
         complete discontinuance of contributions hereunder, there shall
         automatically vest in the appropriate Participants nonforfeitable
         rights to the Company contributions credited to their Accounts, and the
         total amount in each Participant's Accounts shall be distributed, as
         the Committee shall direct, to him or for his benefit.

11.03    Partial Termination. In the event of a partial termination of the
         Plan, the provisions of Section 11.02 shall be applicable only to
         the Participants affected by such partial termination.

11.04    Benefits in Case of Merger or Consolidation. The Plan may not be merged
         or consolidated with, nor may its assets or liabilities be transferred
         to, any other plan unless each Participant, spouse or Surviving Spouse,
         former Participant, retired Participant or Beneficiary under the Plan
         would, if the resulting plan were then terminated, receive a benefit
         immediately after the merger, consolidation, or transfer which is equal
         to or greater than the benefit he would have been entitled to receive
         immediately before the merger, consolidation, or transfer if the Plan
         had then terminated.


                                       37
<PAGE>   44
                                   ARTICLE XII

                                  MISCELLANEOUS

12.01    Benefits Payable from Trust Fund. All persons with an interest in the
         Trust Fund shall look solely to the Trust Fund for any payments with
         respect to such interest.

12.02    Elections. Elections for benefits or Beneficiaries hereunder shall be
         made by a Participant in the manner prescribed by the Committee for
         such purposes, within the prescribed time limits.

12.03    No Right to Continued Employment. Neither the establishment of the Plan
         nor the payment of any benefits thereunder nor any action of the
         Company, the Board of Directors, the Committee, or the Trustee shall be
         held or construed to confer upon any person any legal right to be
         continued in the employ of the Company.

12.04    Inalienability of Benefits and Interests. No benefit payable under the
         Plan or interest in the Trust Fund shall be subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance or charge, and any such attempted action shall be void and
         no such benefit or interest shall be in any manner liable for or
         subject to debts, contracts, liabilities, engagements or torts of any
         Participant, Surviving Spouse or Beneficiary.

12.05    Qualified Domestic Relations Orders.

         (a)      The provisions in Section 12.04 shall also apply to the
                  creation, assignment, or recognition of a right to any benefit
                  payable with respect to a Participant pursuant to a domestic
                  relations order, unless such order: (i) is determined to be a
                  qualified domestic relations order, as defined in Section
                  414(p) of the Code, or (ii) was entered before January 1,
                  1985.

         (b)      If the Committee is in receipt of a domestic relations
                  order, or the Committee is otherwise aware that a qualified
                  domestic relations order affecting a Participant's account
                  is being sought, the Committee may take such action as
                  necessary (including, without limitation, restricting the
                  participant's ability to withdraw or borrow funds in his or
                  her Accounts) in order to administer the Plan consistently
                  with the terms of any such qualified domestic relations
                  order.

12.06    Payments for Exclusive Benefit of Participants. Payments of benefits in
         respect of the interest of a Participant under the Plan to any person
         other than such Participant in accordance with the provisions of the
         Plan shall be deemed to be for the exclusive benefit of such
         Participant.

12.07    New Jersey Law to Govern. All questions pertaining to the construction,
         regulation, validity and effect of the provisions of the Plan shall be
         determined in accordance


                                       38
<PAGE>   45
         with the laws of the State of New Jersey, except to the extent such
         laws are pre-empted by ERISA.

12.08    No Guarantee. Neither the Company nor the Trustee guarantee the
         Trust Fund in any manner against loss or depreciation.

12.09    Address of Record. Each individual or entity with an actual or
         potential interest in the Plan shall file and maintain a current record
         address with the Plan. Communications mailed by the Company, Trustee,
         or Committee to such record address fulfills all obligations to provide
         required information to Participants, including former employees,
         Surviving Spouses and Beneficiaries, in regard to the Plan. If no
         record address is filed, it may be presumed that the address used by
         the Company in forwarding statements of a Participant's Account is the
         record address.

12.10    Unlocated Spouse. Notwithstanding the consent requirement in Section
         1.10, if the Participant establishes to the satisfaction of the
         Committee that such written consent cannot be obtained because there is
         no spouse or the spouse cannot be located, a waiver shall be deemed to
         be valid. Any consent necessary under Section 1.10 will be valid only
         with respect to the spouse who signs the consent, or in the event of a
         deemed election, the designated spouse.

12.11    Agent for Process. The Secretary of Kraft Foods North America, Inc.
         shall be the designated agent for the service of legal process.

12.12    Payments in the Event of Incompetency. If the Committee finds that a
         Participant or other person entitled to a benefit is unable to care for
         his affairs because of illness or accident or is a minor, the Committee
         may direct that any benefit payment due the Participant, unless claim
         shall have been made therefor by a duly appointed legal representative,
         be paid to his spouse, a child or a parent for the benefit of such
         Participant, and any such payment so made shall be a complete discharge
         of the liabilities of the Plan therefor.

12.13    Transfer of Accounts to This Plan.

         (a)      Affiliated Plans. If a participant of a U.S. qualified
                  Affiliated Plan becomes eligible to be a Participant of
                  this Plan before receiving a distribution from the
                  Affiliated Plan, this Account under the Affiliated Plan
                  shall be transferred to this Plan by way of a
                  trustee-to-trustee transfer. This Plan shall be considered
                  as a successor plan with regard to such employee and all
                  Affiliated Plan contributions transferred shall be treated
                  as though they were made under this Plan for purposes of
                  vesting, withdrawals and distributions. In the absence of
                  an applicable Participant election, assets transferred from
                  an Affiliated Plan shall be invested in equivalent
                  investment funds under this Plan or, if an equivalent
                  investment fund does not exist, in the Money Market Fund
                  or, effective October 1, 1994, the Interest Income Fund;
                  and the accounts of participants and


                                       39
<PAGE>   46
                  beneficiaries under the Affiliated Plan will become their
                  Accounts as Participants and Beneficiaries under this Plan,
                  effective as of the transfer date. Once a Participant has
                  received a distribution from the Affiliated Plan, it shall be
                  treated as a Prior Plan for purposes of this Section 12.13.

         (b)      Prior Plans. This Plan does not accept trustee-to-trustee
                  transfers from a Prior Plan. However, the Trustee is
                  authorized to accept as a Rollover Contribution any
                  contribution that meets the following criteria:

                  (i)   the contribution is made by, or on behalf of, an
                        Eligible Employee;

                  (ii)  the contributed amounts were distributed from the Prior
                        Plan as an "eligible rollover distribution" (as defined
                        in Section 7.05)

                  (iii) the contribution is made either (a) as a direct rollover
                        from the Prior Plan to this Plan, or (b) by the Eligible
                        Employee, within 60 days after the date such
                        distribution is received by the Eligible Employee;

                  (iv)  if applicable, the spousal consent requirements of
                        Code Section 417(a)(2) were complied with; and

                  (v)   such Rollover Contribution meets any other conditions as
                        determined necessary by the Trustee or Committee to
                        comply with Code Section 408(d)(3).

                  Rollover Contributions shall be held in the Eligible
                  Employee's Rollover Contribution Account. The Eligible
                  Employee is at all times fully vested with respect to his
                  Rollover Contributions.

         (c)      As of July 1, 1998, upon the spin-off and transfer of
                  hourly participants' accounts from the Cornnuts, Inc.
                  Profit Sharing and Retirement Plan (the "Cornnuts Plan") to
                  this Plan, each hourly participant of the Cornnuts Plan
                  shall have an Account in this Plan.  The Cornnuts Plan
                  shall be treated as an Affiliated Plan and this Plan shall
                  provide, at a minimum, protection for any benefits under
                  the Affiliated Plan that are required under Code Section
                  411(d)(6).  In the absence of an applicable Participant
                  election, assets transferred from such an Affiliated Plan
                  shall be invested in equivalent investment funds under this
                  Plan.  Service with such Affiliated Plan shall be
                  recognized for purposes of vesting in Company Contributions
                  under Section 6.02.

12.14    Transfer of Plan Assets to an Affiliated Plan. If a Participant
         transfers employment from the Company to an Affiliated Company and
         thereafter becomes eligible to participate in an Affiliated Plan, the
         assets in his Accounts in the Plan shall be transferred to such
         Affiliated Plan in accordance with the terms thereof.


                                       40
<PAGE>   47
12.15    Headings. Headings of Articles and Sections of the Plan are inserted
         for convenience of reference. They constitute no part of the Plan.

12.16    Payment of Expenses.

         (a)      Direct charges and expenses arising out of the purchase or
                  sale of securities, and taxes levied on or measured by such
                  transactions may be charged against the Account(s) or
                  Investment Fund for which the transactions took place.

         (b)      Direct charges or expenses arising out of the establishment
                  and maintenance of any funding account with an insurance
                  Company or other financial institution may be charged against
                  the Account(s) or Investment Fund for which the funding
                  account is established.

         (c)      Investment Manager fees arising out of the establishment and
                  maintenance of any Investment Fund may be charged against the
                  Investment Fund for which the Investment Manager fees are
                  incurred.

         (d)      Trustee fees attributable to the Trust, auditor fees for the
                  plan, and IRS user fees may be paid directly from the Trust.
                  The Committee shall determine the manner in which these fees
                  shall be charged against the Account(s) or Investment Funds
                  held in the Trust.

         (e)      Any other charges or expenses relating to the maintenance or
                  administration of the Plan that are permitted under applicable
                  law to be paid from the Trust including, but not limited to,
                  recordkeeping fees, may be paid directly from the Trust. The
                  Committee shall determine the manner in which these charges
                  and expenses shall be charged against the Accounts or
                  Investment Funds held in the Trust.

         (f)      Any of the expenses in (a)-(e) above may, at the option of
                  the Company, be paid wholly or partly directly by the
                  Company.

         (g)      The Company shall pay all other expenses reasonably
                  incurred in administering the Plan.

         (h)      The Committee may authorize additional expenses to be charged
                  directly from the Trust; provided that such fees are in
                  compliance with applicable law, are reasonable, and that any
                  change in fee policy is communicated to Participants in a
                  timely manner.

12.17    Direct or Indirect Transfer. With respect to any Participant who is
         actively employed, the Plan shall accept any "eligible rollover
         distribution" (as defined in Section 7.05) from a defined benefit plan,
         money purchase pension plan (including a target benefit


                                       41
<PAGE>   48
         plan), stock bonus plan, profit sharing plan, or a conduit individual
         retirement account.


                                       42
<PAGE>   49
                                  ARTICLE XIII

                                 CLAIM PROCEDURE

13.01    Initial Determination. The initial determination of a Participant's,
         Surviving Spouse's or Beneficiary's eligibility for, and the amount of,
         a benefit shall be made by the Administrative Committee, or in its
         absence, the Committee which shall mail or deliver to each covered
         individual who has filed an effective claim for a benefit a written
         statement of the amount of his benefit or a notice of denial of his
         claim on or before the 90th day following the Committee's receipt of
         such claim. If special circumstances require additional time for
         processing the claim, the Administrative Committee, or in its absence,
         the Committee may delay issuing its statement or notice for an
         additional 90 days provided that the Participant, Surviving Spouse or
         Beneficiary is notified of the circumstances necessitating the delay
         and the date the Committee expects to render its final opinion. A claim
         for benefits is not effective unless filed on forms prescribed by the
         Committee. Each notice of whole or partial denial of claimed benefits
         shall set forth the specific reasons for the denial, the time within
         which an appeal must be made by the Participant, Surviving Spouse or
         Beneficiary or his duly authorized representative, and shall contain
         such other information as may be required by applicable law. If a
         statement or notice is not issued within the prescribed period, the
         claim shall be deemed denied.

13.02    Review. Each Participant, Surviving Spouse or Beneficiary whose claim
         for benefits has been wholly or partially denied shall have such rights
         to review documents and submit comments as applicable law and
         regulations of the Committee may provide, and shall also have the right
         to request the Committee to review such denial; such request to be made
         on forms prescribed by the Committee. A request for review shall be
         filed by the Participant, Surviving Spouse or Beneficiary or his duly
         authorized representative on or before the 60th day following the,
         earlier of the Participant's, Surviving Spouse's or Beneficiary's
         receipt of notice of denial of his claim or the expiration of the
         prescribed period for issuing a statement of benefits or notice of
         denial. The Committee shall issue a written statement on or before the
         60th day following its receipt of such request stating the Committee's
         decision on review and the reasons therefore, including specific
         references to pertinent Plan provisions on which the decision is based,
         and any other information required by applicable law. If special
         circumstances require additional time for processing such review, the
         Committee may delay issuing its decision for an additional 60 days
         provided that the Participant, Surviving Spouse or Beneficiary is
         notified of such circumstances and the date the Committee expects to
         render its final decision. If the decision is not issued within the
         prescribed period, the appeal shall be deemed denied.


                                       43
<PAGE>   50
                                   ARTICLE XIV

                             LIMITATION ON BENEFITS

14.01    Code Section 415 Limits.

         (a)      The following definitions shall be applied in construing
                  this Section.

                  (1)   Defined Benefit Plan means any defined benefit plan (as
                        defined in Section 415(k) of the Code) maintained by any
                        Affiliated Company.

                  (2)   Related Plan means any Defined Contribution Plan (as
                        defined in Section 415(k) of the Code), other than the
                        Plan, maintained by any Affiliated Company or any
                        individual account maintained for voluntary
                        contributions made by a Participant under a Defined
                        Benefit Plan.

                  (3)   Total Compensation means all remuneration paid to an
                        Employee by any Affiliated Company, as determined
                        pursuant to the provisions of Treasury Regulation
                        Section 1.415-2(d)(11)(i).

                  (4)   Annual Addition means the sum of the following amounts
                        credited to a Participant's account for the limitation
                        year:

                        (i)   employer contributions;

                        (ii)  employee contributions;

                        (iii) forfeitures; and

                        (iv)  amounts allocated to an individual medical
                              account, as defined in Section 415(l)(2) of the
                              Code, which is part of a pension or annuity plan
                              maintained by the employer and amounts derived
                              from contributions paid or accrued after December
                              31, 1985, in taxable years ending after such date,
                              which are attributable to post-retirement medical
                              benefits allocated to the separate account of a
                              key employee, as defined in Section 419A(d)(3) of
                              the Code, under a welfare benefit fund, as defined
                              in Section 419(e) of the Code, maintained by the
                              employer.


                                       44
<PAGE>   51
         (b)      Limitations Applicable to Participants in Defined
                  Contribution Plans Only.

                  (i)   The Annual Addition credited to a Participant under
                        the Plan or any Related Plan for any Limitation Year
                        must not exceed the lesser of (1) $30,000 (or, if
                        greater, 25% of the defined benefit dollar limitation
                        set forth in Section 415(b)(1) of the Code as in
                        effect for the Plan Year) or (2) 25% of the
                        Participant's Total Compensation for such Limitation
                        Year.

                  (ii)  Excess Annual Additions. If as a result of the
                        allocation of forfeitures, a reasonable error in
                        estimating a Participant's annual compensation, or under
                        other limited facts and circumstances which the
                        Commissioner of Internal Revenue finds justified, the
                        Annual Additions which cause the limitations of Code
                        Section 415 for the limitation year to be exceeded shall
                        not be deemed Annual Additions in that limitation year
                        and shall be treated as follows:

                        The excess amounts in the Participant's Account
                        attributable to Supplemental After-Tax Contributions
                        shall first be returned to the Participant. If
                        necessary, Company Contributions shall be used to reduce
                        Company Contributions for the next limitation year (and
                        succeeding limitation years, as necessary) for that
                        Participant if that Participant is covered by the Plan
                        as of the end of the limitation year. However, if that
                        Participant is not covered by the Plan as of the end of
                        the limitation year, then the excess amounts shall be
                        held unallocated in a suspense account for the
                        limitation year and allocated and reallocated in the
                        next limitation year to all of the remaining
                        Participants in the Plan. Furthermore, the excess
                        amounts must be used to reduce Company Contributions for
                        the next limitation year (and succeeding limitation
                        years, as necessary) for all of the remaining
                        Participants in the Plan. If a suspense account is in
                        existence at any time during the limitation year in
                        accordance with this Section, investment gains and
                        losses and other income shall be allocated to the
                        suspense account. To the extent that investment losses
                        are allocated to the suspense account, the entire amount
                        allocated to Participants from the suspense account,
                        including any such gains or other income or less any
                        losses, is considered as the Annual Addition.

         (c)      In addition to other limitations set forth in the Plan and
                  notwithstanding any other provisions of the Plan,
                  contributions (and contributions to all other Defined
                  Contribution Plans required to be aggregated under this Plan
                  under the provisions of Section 415 of the Code), shall not be
                  made in an amount in excess of the amount permitted under
                  Section 415 of the Code.


                                       45
<PAGE>   52
14.02    Code Section 416 Limits. This Section is intended to ensure the Plan's
         compliance with Section 416 of the Code. It shall be applicable to
         Participants for any Plan Year with respect to which the Plan is
         top-heavy.

         (a)      Definitions.  The following definitions shall be applied in
                  construing this Section.

                  (i)   Top-Heavy Plan means any plan maintained by the
                        Company or an Affiliated Company if, as of the
                        Determination Date, the Top-Heavy Ratio for the plan
                        and all other plans in the Aggregation Group exceeds
                        60%. The plan will be deemed a "super top-heavy plan"
                        if, as of the Determination Date, the Plan would meet
                        the test specified above for being a Top-Heavy Plan
                        if 90% were substituted for 60% in each place it
                        appears in this subsection (i).

                  (ii)  Determination Date means the last day of the preceding
                        Plan Year (or, in the case of the first plan year of a
                        plan, the last day of such Plan Year). When plan
                        aggregation is required, calculation of accrued benefits
                        as of the determination dates which fall within the same
                        calendar year will be used.

                  (iii) Valuation Date means the same date as the
                        Determination Date.

                  (iv)  Key Employee means each Employee or former Employee who
                        is, at any time during the Plan Year ending on the
                        "Determination Date", or was, during any one of the four
                        Plan Years preceding the Plan Year ending on the
                        Determination Date, any one or more of the following:

                        (1)   An officer of the Company or an Affiliated Company
                              having an annual compensation greater than 50% of
                              the dollar limitation in effect under Code Section
                              415(b)(1)(A) for any Plan
                              Year;

                        (2)   One of 10 Employees having annual compensation
                              from the Company or an Affiliated Company of more
                              than the dollar limitation in effect under Code
                              Section 415(c)(1)(A) and owning (or considered as
                              owning within the meaning of Code Section 318)
                              both the largest interests in the Company or an
                              Affiliated Company and a 1/2% ownership interest;

                        (3)   Any person owning (or considered as owning within
                              the meaning of Code Section 318) more than 5% of
                              the outstanding stock of the Company (or stock
                              having more


                                       46
<PAGE>   53
                              than 5% of the total combined voting power of all
                              stock of the Company); or

                        (4)   Any person who has annual compensation of more
                              than $150,000 and would be described in subsection
                              (3) above, if "1%" was substituted for "5%".

                  For purposes of determining whether a person is an officer in
                  subsection (1) above, in no event will more than 50 Employees
                  be considered Key Employees solely by reason of officer
                  status. In addition, persons who are merely nominal officers
                  will not be treated as Key Employees solely by reason of their
                  titles as officers. For purposes hereof, compensation is as
                  defined in Section 1.415-2(d) of the Income Tax Regulations.

                  (v)   Non-Key Employee means any Participant in the Plan
                        (including a beneficiary of such Participant) who is not
                        a Key Employee.

                  (vi)  Aggregation Group means all plans that are subject to
                        Required Aggregation (in accordance with subsection
                        14.02(b). The Aggregation Group may also include plans
                        subject to Permissive Aggregation (in accordance with
                        subsection 14.02(c)), if such aggregation would
                        eliminate the status of plans in the Aggregation Group
                        as Top-Heavy Plans.

         (b)      Required Aggregation. This Plan and all other qualified
                  plans, including any terminated plans, maintained by the
                  Company or an Affiliated Company which include a Key
                  Employee must be aggregated to determine if the group as a
                  whole is top-heavy. In addition, each other qualified plan
                  maintained by the Company or an Affiliated Company which
                  enables any plan in which a Key Employee is a Participant
                  to meet the requirements of Sections 410(a)(4) and 410 of
                  the Code must be aggregated.

         (c)      Permissive Aggregation. The Company may include other plans
                  maintained by the Company or an Affiliated Company which when
                  considered as a group with the required aggregation group,
                  would continue to satisfy the requirements of Sections
                  401(a)(4) and 410 of the Code, to determine if the group as a
                  whole is top-heavy, provided such plans are comparable in
                  benefits or contributions.

         (d)      Top-Heavy Ratio.

                  (i)   The top-heavy ratio is a fraction, the numerator of
                        which is the sum of account balances under the
                        defined contribution plans in the Aggregation Group
                        for all Key Employees and the present value of
                        accrued benefits under the Defined Benefit Plans for
                        all Key Employees, and the denominator of which is
                        the sum of the


                                       47
<PAGE>   54
                        account balances under the defined contribution plans in
                        the Aggregation Group for all Participants and the
                        present value of accrued benefits under the defined
                        benefit plans in the Aggregation Group for all
                        Participants. Both the numerator and denominator are
                        adjusted to include any distributions made in the
                        five-year period ending on the "Determination Date" and
                        any contributions due but unpaid as of the Determination
                        Date.

                  (ii)  The value of account balances and the present value of
                        accrued benefits will be determined as of the most
                        recent Valuation Date. The account balances and accrued
                        benefits of a Participant who is not a Key Employee but
                        who was a Key Employee in a prior year will be
                        disregarded. The calculation of the top-heavy ratio, and
                        the extent to which distributions, rollovers and
                        transfers are taken into account will be made in
                        accordance with Section 416 of the Code and the
                        regulations thereunder.

                  (iii) If any Participant has not performed an Hour of Service
                        for the Company at any time during the five-year period
                        ending on the Determination Date, the account of such
                        Participant shall not be taken into account.

         (e)      Minimum Vesting. For any Plan Year in which the Plan is a
                  top-heavy plan as determined pursuant to Section 416 of the
                  Code, a Participant will have a nonforfeitable right to a
                  percentage of the Participant's Accounts derived from Company
                  Contributions as set forth below if such schedule is more
                  favorable to the Participant than the vesting schedule under
                  Section 7.02.

                  Years of Service Completed
                  For Vesting Purposes                    Vested Interest
                  Less than two                               0%
                  Two but less than three                    20%
                  Three but less than four                   40%
                  Four but less than five                    60%
                  Five or more                              100%

                  The above vesting schedule applies to all benefits within the
                  meaning of Section 411 (a)(7) of the Code, including benefits
                  accrued before the effective date of Section 416 of the Code
                  and benefits accrued before the Plan became top-heavy.
                  However, any Participants who has completed at least three (3)
                  years of service for vesting purposes as of the last day of
                  the last Plan Year (a) before the Plan became top-heavy or (b)
                  in which the Plan is top-heavy, shall have the right to elect
                  to continue to have the vesting schedule in effect on the last
                  day of such Plan Year applied to all of his benefits under the
                  Plan. Further, no reduction in vested benefits may


                                       48
<PAGE>   55
                  occur in the event the Plan's status as top-heavy changes for
                  any Plan Year.

         (f)      Minimum Required Contribution. It is intended that the
                  Company or an Affiliated Company will meet the minimum
                  contribution requirements of Section 416(c) of the Code by
                  providing a minimum contribution (which may include
                  forfeitures otherwise allocable) without regard to any
                  Social Security contributions for such Plan Year for each
                  Participant who is a non-key employee in an amount equal to
                  at least 3% of such Participant's compensation (as defined
                  in Section 1.415-2(d) of the Income Tax Regulations) for
                  such Plan Year. Such 3% minimum contribution requirement
                  shall be increased to 4% for any year in which the Company
                  or an Affiliated Company also maintains a defined benefit
                  pension plan if necessary to avoid the application of
                  Section 416(h)(1) of the Code, relating to the special
                  adjustments to Section 415 limits of the Code for top-heavy
                  plans, if the adjusted limitations of Section 416(h)(1)
                  would otherwise be exceeded if such minimum contribution
                  were not so increased. The minimum contribution required
                  shall be made to any non-key employee who is still employed
                  on the last day of the plan year regardless as to the
                  number of hours of Service performed during the year and
                  regardless of the employee's level of compensation.

                  A non-key employee who is also covered under a defined benefit
                  plan that is part of the same aggregation group shall receive
                  his minimum benefit under the defined benefit plan, offset by
                  the actuarially determined value of the minimum contribution
                  made under this Plan.

                  If for the Plan Year the Plan becomes a super top-heavy plan,
                  then the denominator of both the defined contribution plan
                  fraction and the defined benefit plan fraction shall be
                  calculated as set forth in Section 14.01(b) for the limitation
                  year ending in such Plan Year by substituting "1.0" for "1.25"
                  in each place such figure appears.

                  The percentage minimum contribution required hereunder shall
                  in no event exceed the percentage contribution made for the
                  Key Employee for whom such percentage is the highest for the
                  Plan Year after taking into account contributions or benefits
                  under other qualified plans in this Plan's aggregation group
                  providing no other defined benefit plan uses the defined
                  contribution plan to satisfy Code Section 401 (a) as provided
                  in Section 416(c)(2)(B)(ii) of the Code.


                                       49
<PAGE>   56
                                   SCHEDULE A


<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit              NUH                  Addison, IL                       Yes      Yes    Yes
Biscuit Sales        BCT #300             Addison, IL                       Yes      Yes    Yes
Biscuit Sales        NUH                  Albuquerque, NM                   Yes      Yes    Yes
Biscuit              NUH                  Altoona, PA                       Yes      Yes    Yes
Biscuit              NUH                  Amherst, NY                       Yes      Yes    Yes
Biscuit Sales        BCT #16              Amherst, NY                       Yes      Yes    Yes
Biscuit Sales        IBT #952             Anaheim, CA                       Yes      Yes    Yes       5/96
Biscuit              NUH                  Asheville, NC                     Yes      Yes    Yes
Biscuit Production   IAM #2               Atlanta, GA                       Yes      Yes    Yes       1/95
Biscuit Production   IBEW #613            Atlanta, GA                       Yes      Yes    Yes       1/95
Biscuit Production   BCT #42              Atlanta, GA                       Yes      Yes    Yes
Biscuit              NUH                  Atlanta, GA                       Yes      Yes    Yes
Biscuit              NUH                  Aurora, CO                        Yes      Yes    Yes
Biscuit              BCT #26              Aurora, CO                        Yes      Yes    Yes
Biscuit Sales        IBT #570             Baltimore, MD                     Yes      Yes    Yes       11/1/96
Biscuit Sales        NUH                  Baltimore, MD                     Yes      Yes    Yes
Biscuit Sales        NUH                  Bangor, ME                        Yes      Yes    Yes
Biscuit              IBT #734             Bedford Park, IL                  No       No     No
Biscuit Sales        RWDSU #441           Birmingham, AL                    Yes      Yes    Yes       2/1/97
Biscuit Sales        NUH                  Birmingham, AL                    Yes      Yes    Yes
Biscuit Sales        IBT #483             Boise, ID                         Yes      Yes    No        11/1/96
Biscuit              NUH                  Boise, ID                         Yes      Yes    Yes
Biscuit              NUH                  Boston, MA                        Yes      Yes    Yes
Biscuit Sales        BCT #300             Broadview, IL                     Yes      Yes    Yes
Biscuit              NUH                  Brockton, MA                      Yes      Yes    Yes
Biscuit              NUH                  Buena Park, CA                    No       No     No
Biscuit Production   BCT #83              Buena Park, CA                    Yes      Yes    Yes
</TABLE>
<PAGE>   57
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit Production   IBT #952             Buena Park, CA                    Yes      Yes    Yes       5/96
Foods Production     BCT #16              Buffalo, NY                       Yes      Yes    Yes
Foods Production     IUOE #71AB           Buffalo, NY                       Yes      Yes    Yes       6/1/95
Foods Production     IAM #330             Buffalo, NY                       Yes      Yes    Yes       1/1/95
Biscuit              NUH                  Buffalo, NY                       Yes      Yes    Yes
Biscuit Sales        NUH                  Burlington, VT                    Yes      Yes    Yes
Biscuit Sales        NUH                  Cairo, IL                         Yes      Yes    Yes
Foods Production     NUH                  Cambridge, MD                     Yes      Yes    Yes
Biscuit Sales        NUH                  Casper, WY                        Yes      Yes    Yes
Biscuit              NUH                  Cedar Rapids, IA                  Yes      Yes    Yes
Biscuit              IBT #238             Cedar Rapids, IA                  Yes      Yes    Yes
Biscuit Sales        NUH                  Charleston, SC                    Yes      Yes    Yes
Biscuit Sales        NUH                  Charlotte, NC                     Yes      Yes    Yes
Biscuit Sales        NUH                  Chattanooga, TN                   Yes      Yes    Yes       5/96
Biscuit              IBT #515             Chattanooga, TN                   No       No     No
Biscuit              NUH                  Chesapeake, VA                    Yes      Yes    Yes
Biscuit Production   IUOE #399            Chicago, IL                       Yes      Yes    Yes
Biscuit Production   IAM #8               Chicago, IL                       Yes      Yes    Yes       1/95
Biscuit Production   BCT #300             Chicago, IL                       Yes      Yes    Yes
Biscuit              NUH                  Chicago, IL                       Yes      Yes    Yes
Biscuit              NUH                  Cincinnati, OH                    Yes      Yes    Yes
Biscuit              NUH                  Cleveland, OH                     Yes      Yes    Yes
Biscuit Sales        BCT #26              Colorado Springs, CO              Yes      Yes    Yes
Biscuit              NUH                  Colorado Springs, CO              Yes      Yes    Yes
Biscuit Sales        NUH                  Columbia, SC                      Yes      Yes    Yes
Biscuit Sales        NUH                  Columbus, OH                      Yes      Yes    Yes
Biscuit Sales        IBT #163             Compton, OH                       Yes      Yes    Yes       5/96
Biscuit Sales        NUH                  Corpus Christi, TX                Yes      Yes    Yes
Biscuit              BCT #11              Corpus Christi, TX                Yes      Yes    Yes
Biscuit              BCT #163             Corpus Christi, TX                Yes      Yes    Yes
</TABLE>
<PAGE>   58
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit              NUH                  Culver City, CA                   Yes      Yes    Yes
Biscuit              IBT #63              Culver City, CA                   Yes      Yes    Yes
Biscuit              NUH                  Dallas, TX                        Yes      Yes    Yes
Field                IBT #767             Dennison, TX                      No       No     No
Biscuit Sales        BCT #72              Denver, CO                        Yes      Yes    Yes
Biscuit              NUH                  Denver, CO                        Yes      Yes    Yes
Biscuit              NUH                  Des Moines, IA                    Yes      Yes    Yes
Biscuit              IBT #147             Des Moines, IA                    No       No     No
Biscuit              NUH                  Des Moines, IA                    Yes      Yes    Yes
Biscuit              NUH                  Detroit, MI                       Yes      Yes    Yes
Biscuit Sales        NUH                  Dothan, AL                        Yes      Yes    Yes
Biscuit Sales        NUH                  Duncan, SC                        Yes      Yes    Yes
Biscuit              NUH                  Dunellen, NJ                      Yes      Yes    Yes
Biscuit              IBT #560             Dunellen, NJ                      Yes      Yes    Yes
Biscuit              NUH                  Earth City, MO                    Yes      Yes    Yes
Biscuit              IBT #688             Earth City, MO                    Yes      No     Yes
Biscuit Sales        IBT #560             Edison, NJ                        Yes      Yes    Yes       1/95
Biscuit Sales        NUH                  El Paso, TX                       Yes      Yes    Yes
Biscuit Sales        NUH                  Erie, PA                          Ye       Yes    Yes
Biscuit              NUH                  Eugene, OR                        Yes      Yes    Yes
Biscuit              IBT#57               Eugene, OR                        Yes      Yes    Yes
Biscuit Sales        NUH                  Evansville, IN                    Yes      Yes    Yes
Biscuit Sales        IBT #33              Fairfax, VA                       No       No     No        5/96
Biscuit Production   IUOE #68-68A         Fairlawn, NJ                      Yes      Yes    Yes
Biscuit Production   BCT #719             Fairlawn, NJ                      Yes      Yes    Yes
Biscuit              IBT #807             Fairlawn, NJ                      Yes      Yes    Yes
Biscuit Sales        IBT #116             Fargo, ND                         Yes      Yes    Yes       1/1/97
Biscuit              NUH                  Fargo, ND                         Yes      Yes    Yes
Biscuit Sales        IBT #51              Farmington, MI                    Yes      Yes    Yes       6/1/96
Biscuit              NUH                  Farmington, MI                    Yes      Yes    Yes
</TABLE>
<PAGE>   59
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit              NUH                  Flint, MI                         Yes      Yes    Yes
Biscuit              IBT #332             Flint, MI                         No       No     No
Biscuit Sales        NUH                  Ft. Lauderdale, FL                Yes      Yes    Yes
Biscuit              NUH                  Ft. Wayne, IN                     Yes      Yes    Yes
Biscuit Sales        IBT #414             Ft. Wayne, IN                     Yes      Yes    No        6/1/96
Biscuit Sales        IBT #559             Glastonbury, CT                   Yes      Yes    Yes       1/1/96
Biscuit              NUH                  Glastonbury, CT                   Yes      Yes    Yes
Biscuit              NUH                  Glenview, IL                      Yes      Yes    Yes
Biscuit              BCTU #300            Glenview, IL                      Yes      Yes    Yes
Biscuit Sales        NUH                  Goldsboro, NC                     Yes      Yes    Yes
Biscuit              NUH                  Green Bay, WI                     Yes      Yes    Yes
Biscuit Sales        IBT #75              Green Bay, WI                     Yes      Yes    Yes       8/1/96
Biscuit Sales        NUH                  Greensboro, NC                    Yes      Yes    Yes
Biscuit              NUH                  Greenville, SC                    Yes      Yes    Yes
Biscuit Sales        IBT #114             Hamilton, OH                      Yes      Yes    Yes
Biscuit              NUH                  Hamilton, OH                      Yes      Yes    Yes
Biscuit              NUH                  Hayword, CA                       Yes      Yes    Yes
Biscuit              IBT #70              Hayword, CA                       No       No     No
Biscuit              IBT #853             Hayword, CA                       No       No     No
Biscuit Sales        IBT #2               Helena, MT                        Yes      No     Yes
Biscuit              NUH                  Helena, MT                        Yes      Yes    Yes
Biscuit              NUH                  Henrietta, NY                     Yes      Yes    Yes
Biscuit              IBT #791             Henrietta, NY                     Yes      Yes    Yes
PLS                  RWDSU #82            Holland, MI                       Yes      Yes    Yes 50%
LS                   NUH                  Holland, MI                       Yes      Yes    Yes 50%
Biscuit Sales        NUH                  Honolulu, HI                      Yes      Yes    Yes
Biscuit Sales        IBT #463             Horsham, PA                       Yes      Yes    No        6/1/95
Biscuit              NUH                  Horsham, PA                       Yes      Yes    Yes
Biscuit Production   MILL #2232           Houston, TX                       Yes      Yes    Yes
Biscuit Production   IBEW #716            Houston, TX                       Yes      Yes    Yes
</TABLE>
<PAGE>   60
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit Production   BCT #163             Houston, TX                       Yes      Yes    Yes
Biscuit              IBT #988             Houston, TX                       Yes      Yes    Yes
Biscuit              NUH                  Houston, TX                       Yes      Yes    Yes
Biscuit Sales        NUH                  Huntington, WV                    Yes      Yes    Yes
Foods Production     UFCW #700            Indianapolis, IN                  Yes      Yes    No        6/1/96
Biscuit Sales        IBT #135             Indianapolis, IN                  Yes      Yes    Yes       2/1/97
Biscuit Sales        IBT #745             Irving, TX                        Yes      Yes    Yes       4/95
Biscuit              NUH                  Irving, TX                        Yes      No     Yes
Biscuit Sales        NUH                  Jacksonville, FL                  Yes      Yes    Yes
Biscuit              NUH                  Kansas City, MO                   Yes      Yes    Yes
FSD                  NUH                  Kent, WA                          No       No     No
Biscuit              NUH                  Kent, WA                          Yes      Yes    Yes
Biscuit              IBT #117             Kent, WA                          Yes      Yes    Yes
Biscuit              IBT #174             Kent, WA                          Yes      Yes    Yes
Biscuit Sales        NUH                  LaCrosse, WI                      Yes      Yes    Yes
Biscuit Sales        NUH                  Lafayette, LA                     Yes      Yes    Yes
Biscuit Sales        NBC                  Landover, MD                      Yes      Yes    Yes
Biscuit              NBC                  Lansing, MI                       Yes      Yes    Yes
Biscuit Sales        IBT #14              Las Vegas, NV                     Yes      Yes    Yes       5/96
Biscuit              NUH                  Las Vegas, NV                     Yes      Yes    Yes
Biscuit Sales        IBT #669             Latham, NY                        Yes      Yes    Yes       8/1/94
Biscuit              NUH                  Latham, NY                        Yes      Yes    Yes
Biscuit Sales        IBT #878             Little Rock, AK                   Yes      Yes    Yes
Biscuit              NUH                  Little Rock, AK                   Yes      Yes    Yes
Biscuit              NUH                  Los Angeles, CA                   Yes      Yes    Yes
Biscuit Sales        IBT #89              Louisville, KY                    Yes      Yes    Yes
Biscuit Sales        NUH                  Louisville, KY                    Yes      Yes    Yes
Biscuit Sales        NUH                  Lubbock, TX                       Yes      Yes    Yes
Biscuit Sales        NUH                  Macedonia, OH                     Yes      Yes    Yes
Biscuit Sales        IBT #52              Macedonia, OH                     Yes      Yes    Yes
</TABLE>
<PAGE>   61
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit              NUH                  Macon, GA                         Yes      Yes    Yes
Biscuit              IBT #528             Macon, GA                         No       No     No
Biscuit              NUH                  Mansfield,                        Yes      Yes    Yes
Biscuit              NUH                  Marlton                           Yes      Yes    Yes
Biscuit Sales        BCT #719             Maspeth, NY (Garage)              Yes      Yes    Yes
Biscuit              NUH                  Maumelle                          Yes      Yes    Yes
Biscuit              IBT #878             Maumelle                          Yes      Yes    Yes
Biscuit              NUH                  Medford, OR                       Yes      Yes    Yes
Biscuit              IBT #962             Medford, OR                       Yes      Yes    Yes
Biscuit              NUH                  Melbourne, FL                     Yes      Yes    Yes
Biscuit              IBT #984             Memphis, TN                       Yes      Yes    Yes
Biscuit              NUH                  Memphis, TN                       Yes      Yes    Yes
Biscuit              NUH                  Meridian, MS                      Yes      Yes    Yes
Biscuit              NUH                  Methuen, MA                       Yes      Yes    Yes
Biscuit              IBT #686             Methuen, MA                       Yes      Yes    Yes
Biscuit              NUH                  Miami, FL                         Yes      Yes    Yes
Biscuit              NUH                  Milpitas, CA                      Yes      Yes    Yes
Biscuit              IBT #078             Milpitas, CA                      Yes      Yes    Yes
Biscuit              IBT #296             Milpitas, CA                      Yes      Yes    No
Biscuit              NUH                  Minneapolis, MN (East and West)   Yes      Yes    Yes
Biscuit Sales        IBT #289             Minneapolis, MN (East and West)   Yes      Yes    Yes       1/1/96
Biscuit              NUH                  Modesto, CA                       Yes      Yes    Yes
Biscuit Sales        NUH                  Montgomery, AL                    Yes      Yes    Yes
Biscuit              NUH                  Montgomery, NY                    Yes      Yes    Yes
Biscuit              IBT #338             Montgomery, NY                    Yes      Yes    Yes
Biscuit              IBT #64              Montgomery, NY                    Yes      Yes    Yes
Biscuit              IBT #26              Monticello, NY                    Yes      Yes    Yes
Biscuit              IUOE #399            Naperville, IL                    Yes      No     Yes
Biscuit              AFGM #343            Naperville, IL                    Yes      No     Yes
Biscuit              IAM #1202            Naperville, IL                    Yes      No     Yes
</TABLE>
<PAGE>   62
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit Sales        NUH                  Nashville, TN                     Yes      Yes    Yes
Biscuit              NUH                  New Bedford, MA                   Yes      Yes    Yes
Biscuit Production   IBT #344             New Berlin, WI                    Yes      Yes    Yes
Biscuit              NUH                  New Berlin, WI                    Yes      Yes    Yes
Biscuit Sales        BCT #719             New Hyde Park, NY                 Yes      Yes    Yes
Biscuit              IBT #807             New Hyde Park, NY                 No       No     No
Biscuit Sales        IBT #270             New Orleans, LA                   Yes      No     Yes
Biscuit              NUH                  New Orleans, LA                   Yes      Yes    Yes
Biscuit Production   BCT #357             Niagara Falls, NY                 Yes      Yes    Yes
Biscuit Production   F&O #90              Niagara Falls, NY                 Yes      Yes    Yes 50%
Biscuit Production   IBT #586             Niagara Falls, NY                 Yes      Yes    No        1/?/95
Biscuit              BCT #1               Niles, IL                         Yes      Yes    Yes
Biscuit              IBT #734             Niles, IL                         No       No     No
Biscuit Sales        BCT #42              Norcross, GA                      Yes      Yes    Yes
Biscuit              NUH                  Norcross, GA                      Yes      Yes    Yes
Biscuit Sales        IBT #64              North Smithfield, RI              Yes      Yes    Yes       1/1/96
Biscuit              NUH                  North Smithfield, RI              Yes      Yes    Yes
Biscuit              IBT #64              North Smithfield, RI              Yes      Yes    Yes
Stella               BCT #50              NY/NJ                             Yes      Yes    Yes
Stella               IBT #550             NY/NJ                             Yes      Yes    Yes
Biscuit Sales        BCT #719             Oakdale, NY                       Yes      Yes    Yes
Biscuit              NUH                  Oakdale, NY                       Yes      Yes    Yes
Biscuit              BCT #125             Oakdale, NY                       Yes      Yes    Yes
Biscuit Sales        NUH                  Oklahoma City, OK                 Yes      Yes    Yes
Biscuit Sales        NUH                  Olean, NY                         Yes      Yes    Yes
Biscuit              IBT #554             Omaha, NE                         No       No     No
Biscuit              NUH                  Ontario, CA                       Yes      Yes    Yes
Biscuit              IBT #166             Ontario, CA                       Yes      Yes    Yes
Biscuit              IBT #952             Ontario, CA                       Yes      Yes    Yes
Biscuit Sales        NUH                  Orlando, FL                       Yes      Yes    Yes
</TABLE>
<PAGE>   63
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit              IBT #186             Oxnard, CA                        No       No     No
Biscuit              IBT #627             Peoria, IL                        No       No     No
Biscuit Production   BCT #492             Philadelphia, PA                  Yes      Yes    Yes
Biscuit              NUH                  Philadelphia, PA                  Yes      Yes    Yes
Biscuit              NUH                  Phoenix, AZ                       Yes      Yes    Yes
Biscuit              IBT #104             Phoenix, AZ                       Yes      Yes    No
Biscuit Production   IUOE #95-95A         Pittsburgh, PA                    Yes      Yes    Yes
Biscuit Production   BCT #12-A            Pittsburgh, PA                    Yes      Yes    Yes
Biscuit              NUH                  Pittsburgh, PA                    Yes      Yes    Yes
Biscuit              NUH                  Pleasanton, CA                    Yes      Yes    Yes
Biscuit              BCT #719             Pleasantville, NY                 Yes      Yes    Yes
Biscuit Sales        NUH                  Portland, OR/ME                   Yes      Yes    Yes
Biscuit Production   IAM #63              Portland, OR                      Yes      Yes    Yes       1/95 ?
Biscuit Production   IUOE #87             Portland, OR                      Yes      Yes    Yes       1/95 ?
Biscuit Production   BCT #364             Portland, OR                      Yes      Yes    Yes
Biscuit              IBT #206             Portland, OR                      Yes      Yes    No
Biscuit              IBT #305             Portland, OR                      Yes      Yes    Yes
Biscuit              IBT #962             Portland, OR                      Yes      Yes    Yes
Biscuit              NUH                  Portland, OR                      Yes      Yes    Yes
Biscuit Sales        NUH                  Portsmouth, VA                    Yes      Yes    Yes
Biscuit Sales        NUH                  Quincy, IL                        Yes      Yes    Yes
Biscuit              IBT #891             Richland, MS                      Yes      Yes    Yes
Biscuit              NUH                  Richland, MS                      No       No     No
Biscuit Sales        NUH                  Richmond, VA                      Yes      Yes    Yes
Biscuit Production   BCT #358             Richmond, VA                      Yes      Yes    Yes
Biscuit Sales        BCT #719             Ridgewood, NY                     Yes      Yes    Yes
Biscuit              IBT #807             Ridgewood, NY                     No       No     No
Biscuit Sales        IBT #166             Riverside, Va                     Yes      Yes    Yes       5/96
Biscuit Sales        NUH                  Roanoke, VA                       Yes      Yes    Yes
Biscuit              NUH                  Rock Island, IL                   No       No     No
</TABLE>

<PAGE>   64
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit              IBT #137             Sacramento, CA                    No       No     No
Biscuit              IBT #150             Sacramento, CA                    No       No     No
Biscuit              ILWU #17             Sacramento, CA                    No       No     No
Biscuit              NUH                  Sacramento, CA                    Yes      Yes    Yes
Biscuit Sales        NUH                  Salt Lake City, UT                Yes      Yes    Yes
Biscuit Sales        NUH                  San Antonio, TX                   Yes      Yes    Yes
Biscuit              BCT #111             San Antonio, TX                   Yes      Yes    Yes
Biscuit Sales        IBT #683             San Diego, CA                     Yes      Yes    Yes       5/96
Biscuit              NUH                  San Francisco, CA                 Yes      Yes    Yes
Biscuit              IBT #85              San Francisco, CA                 Yes      Yes    No
Biscuit              IBT #853             San Francisco, CA                 No       No     No
Biscuit              IBT #860             San Francisco, CA                 No       No     No
Biscuit              NUH                  San Jose, CA                      Yes      Yes    No
Biscuit              IBT #296             San Jose, CA                      No       No     No
Biscuit Sales        NUH                  Savannah, GA                      Yes      Yes    Yes
Biscuit              NUH                  Scranton, PA                      Yes      Yes    Yes
Biscuit              NUH                  Seattle                           Yes      Yes    Yes
Biscuit              IBT #962             Seattle                           Yes      Yes    Yes
Biscuit Sales        BCT #719             Secaucus, NJ                      Yes      Yes    Yes
Biscuit              NUH                  Secaucus, NJ                      Yes      Yes    Yes
SPD                  UFCW #880            Sevil Plt.                        No       No     No
Biscuit Sales        NUH                  Sheffield, AL                     Yes      Yes    Yes
Biscuit Sales        IBT #568             Shreveport, LA                    Yes      No     Yes
Biscuit              NUH                  Shreveport, LA                    Yes      Yes    Yes
Biscuit Sales        NUH                  Sioux Falls, SD                   Yes      Yes    Yes
Biscuit              NUH                  Smithfield, RI                    Yes      Yes    Yes
Biscuit              IBT #64              Smithfield, RI                    Yes      Yes    Yes
Biscuit Sales        IBT #690             Spokane, WA                       Yes      Yes    Yes       7/1/94
Biscuit              NUH                  Spokane, WA                       Yes      Yes    Yes
Biscuit              NUH                  Springfield                       Yes      Yes    Yes
</TABLE>
<PAGE>   65
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit              IBT #823             Springfield                       Yes      Yes    Yes
Biscuit              IBT #688             St. Louis, MO                     Yes      No     Yes       8/1/92
Biscuit Sales        NUH                  St. Louis, MO                     Yes      Yes    Yes
Biscuit Sales        IBT #145             Stamford, CT                      Yes      Yes    Yes       1/1/96
Biscuit              IBT #559             Stamford, CT                      Yes      Yes    Yes
Foods Production     IBT #695             Stoughton, WI                     Yes      Yes    Yes       5/1/95 or 7/1/92 ?
PLS                  Local #26            Suffolk, VA                       Yes      Yes    Yes 50%   1/96
Biscuit              IBT #182             Syracuse, NY                      Yes      Yes    Yes
Biscuit              NUH                  Tacoma, WA                        Yes      Yes    Yes
Biscuit Sales        IBT #79              Tampa, FL                         Yes      Yes    Yes       4/1/95
Biscuit              IBT #79              Tampa, FL                         Yes      Yes    Yes
Biscuit Sales        IBT #560             Teterboro, NJ                     Yes      Yes    Yes       1/1/95
Biscuit              NUH                  Teterboro, NJ                     Yes      Yes    Yes
Biscuit Sales        NUH                  Thomasville, GA                   Yes      Yes    Yes
Biscuit Production   AFGM #58             Toledo, OH                        Yes      Yes    Yes
Biscuit              NUH                  Toledo, OH                        Yes      Yes    Yes
Biscuit              NUH                  Tolleson                          Yes      Yes    No
Biscuit              IBT #104             Tolleson                          Yes      Yes    No
Biscuit              IBT #104             Tucson, AZ                        Yes      Yes    No
Biscuit              NUH                  Tucson, AZ                        Yes      Yes    Yes
Biscuit Sales        NUH                  Tulsa, OK                         Yes      Yes    Yes
Biscuit Sales        IBT #745             Tyler, TX                         Yes      No     Yes
Biscuit              NUH                  Tyler, TX                         Yes      Yes    Yes
PL                   NUH                  Urbana, OH                        Yes      Yes    Yes 50%   7/1/98
Biscuit Sales        IBT #186             Valencia, CA                      Yes      Yes    Yes       5/96
Biscuit Sales        NUH                  Waco, TX                          Yes      Yes    Yes
Biscuit Sales        IBT #697             Washington, PA                    Yes      Yes    Yes
Biscuit              NUH                  Washington, PA                    Yes      Yes    Yes
Biscuit              NUH                  Westbrook                         Yes      Yes    Yes
Biscuit              NUH                  Westbury, NY                      Yes      Yes    Yes
</TABLE>
<PAGE>   66
<TABLE>
<CAPTION>
                                                                            After-   Pre-    25%      Effective Date
Co./Division         Participating Unit   Location                          Tax      Tax    Match     (if after 1/1/92)
------------         ------------------   --------                          ---      ---    -----     -----------------
<S>                  <C>                  <C>                               <C>      <C>    <C>       <C>
Biscuit              BCT #719             Westbury, NY                      Yes      Yes    Yes
Biscuit              IBT #807             Westbury, NY                      No       No     No
Biscuit              NUH                  Williamsport, MD                  Yes      Yes    Yes
Biscuit              NUH                  Wilmington, NC                    Yes      Yes    Yes
Biscuit Production   NUH                  Wrighstown, WI                    Yes      Yes    Yes
Biscuit              NUH                  Wyomissing, PA                    Yes      Yes    Yes 50%
</TABLE>
<PAGE>   67
                                   SCHEDULE C

<TABLE>
<CAPTION>
Location                                             Effective Date
--------                                             --------------
<S>                              <C>                 <C>

Fort Smith, AR                   NUH                 May 1, 1998

Suffolk, VA                      UAW                 August 1, 1998

Greenfield, CA                   NUH                 September 1, 1998

Minneapolis Plant                AFGM                October 1, 1998

Chattanooga, TN                  NUH                 January 1, 1999

Buena Park, CA                   IUOE                March 1, 1999

Fairfax, VA                      NUH                 July 1, 1999

Grand Rapids, MI                 NUH                 July 1, 1999

Wyomissing, PA                   NUH                 October 1, 1999

Pensacola, FL                    NUH                 February 1, 2000

Fresno, CA                       NUH                 March 1, 2000

Endicott, NY                     NUH                 April 1, 2000

Harrisburg, PA                   NUH                 July 1, 2000

Wichita, KS                      NUH                 January 1, 2001

Omaha, NE                        NUH                 January 1, 2001

Landover, MD                     NUH                 January 1, 2001

Salisbury, MD                    NUH                 March 1, 2001

Endicott, NY                     NUH                 April 1, 2001

Knoxville, TN                    NUH                 July 1, 2001

Bethlehem, PA                    NUH                 August 1, 2001
</TABLE>