<PAGE>

                                                                     Exhibit 4.1

                      SECOND AMENDMENT AND RESTATEMENT OF

                           THE HOLLYWOOD PARK, INC.

                            401(k) INVESTMENT PLAN
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
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ARTICLE I       GENERAL DEFINITIONS..................................................................................   1
ARTICLE II      COMMITTEE AND OTHER FIDUCIARIES......................................................................   9
     2.1      Appointment of Committee...............................................................................   9
     2.2      Powers and Duties of Committee.........................................................................   9
     2.3      Direction of Trustee...................................................................................   9
     2.4      Funding Policy.........................................................................................  11
     2.5      Investment Manager.....................................................................................  12
     2.6      Organization of Committee - Allocation and Delegation of Duties........................................  12
     2.7      Duties and Relationship of Fiduciaries.................................................................  12
     2.8      Compensation and Expenses of Committee.................................................................  14
     2.9      Records of the Committee...............................................................................  14
     2.10     Resignation and Removal of Members.....................................................................  14
     2.11     Appointment of Successors..............................................................................  15
     2.12     Loans to Participants..................................................................................  15
     2.13     Indemnification........................................................................................  15
     2.14     Administrative Mistake.................................................................................  16
ARTICLE III     PARTICIPATION OF EMPLOYEES...........................................................................  17
     3.1      Who May Participate....................................................................................  17
     3.2      Breaks in Service......................................................................................  18
     3.3      Termination of Participation...........................................................................  18
     3.4      Leaves of Absence; Military Service....................................................................  18
     3.5      Committee to Determine Participants....................................................................  19
ARTICLE IV      CONTRIBUTIONS........................................................................................  19
     4.1      Employer Contributions.................................................................................  19
</TABLE>

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     4.2      Time for Payment.......................................................................................  21
     4.3      Dollar Limit on Deferral Contributions.................................................................  21
     4.4      Actual Deferral Percentage Test........................................................................  23
     4.5      Actual Contribution Percentage Test....................................................................  25
     4.6      No Multiple Use........................................................................................  27
     4.7      Corrective Forfeiture of Regular Matching Contributions And Discretionary Matching Contributions.......  27
     4.8      Rollover Contributions.................................................................................  27
     4.9      No Voluntary Contributions.............................................................................  27
     4.10     Transfers From Other Qualified Plans...................................................................  28
     4.11     Participant Accounts...................................................................................  28
ARTICLE V       DETERMINATION AND VESTING OF EMPLOYEES' INTERESTS....................................................  29
     5.1      Allocation to Participant Accounts.....................................................................  29
     5.2      Forfeitures............................................................................................  30
     5.3      Overall Contribution Limitation........................................................................  30
     5.4      Certain Compensation...................................................................................  33
     5.5      Vesting of Participants' Interests.....................................................................  34
     5.6      Election of Former Vesting Schedule....................................................................  35
     5.7      Changes in Vesting Schedule............................................................................  35
ARTICLE VI      TOP HEAVY STATUS.....................................................................................  36
     6.1      Definitions Relating to Top Heavy Status...............................................................  36
     6.2      Determination of Top Heavy Status......................................................................  39
     6.3      Consequences of Top Heavy Status.......................................................................  40
ARTICLE VII     DISTRIBUTIONS AND WITHDRAWALS FROM THE TRUST FUND....................................................  42
</TABLE>

                                     -ii-
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     7.1      Events Causing Distribution or Permitting Withdrawal...................................................  42
     7.2      Definitions Relating to Distributions..................................................................  42
     7.3      Information to be Furnished to Committee...............................................................  42
     7.4      Withdrawals From Rollover Contribution Accounts........................................................  43
     7.5      Form of Distribution - Transferee Plan.................................................................  43
     7.6      Disposition of Non-Vested Interests After Termination..................................................  47
     7.7      Restoration of Forfeited Amounts on Reemployment.......................................................  47
     7.8      Spendthrift Trust Provisions...........................................................................  47
     7.9      Limitation on Time of Distribution.....................................................................  48
     7.10     Withdrawals After Age 59 1/2...........................................................................  48
     7.11     Required Distributions.................................................................................  48
     7.12     Claims Procedure.......................................................................................  51
     7.13     Missing Persons........................................................................................  53
     7.14     Transfers to Other Qualified Plans.....................................................................  53
     7.15     Direct Rollovers.......................................................................................  54
     7.16     Withdrawal of Deferral Contributions on Account of Hardship............................................  54
ARTICLE VIII    CONTINUANCE AND AMENDMENT OF PLAN....................................................................  56
     8.1      Continuance of the Plan Not a Contractual Obligation of the Company....................................  56
     8.2      Continuance of Plan by Successor Business..............................................................  56
     8.3      Distribution of Trust Fund on Discontinuance of Plan...................................................  57
     8.4      Amendments.............................................................................................  57
ARTICLE IX      ADMINISTRATION OF THE TRUST FUND.....................................................................  58
     9.1      The Trust Agreement....................................................................................  58
ARTICLE X       MISCELLANEOUS........................................................................................  59
</TABLE>

                                     -iii-
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     10.1     Right of Employer to Dismiss Employees.................................................................  59
     10.2     Benefits Provided Solely From the Trust Fund...........................................................  59
     10.3     Plan Intended to Conform to Provisions of Federal Internal Revenue Code Relative to Employees' Trusts..  59
     10.4     Amended and Successor Code or Act or Sections Thereof..................................................  59
     10.5     Context to Control.....................................................................................  59
     10.6     Gender and Number......................................................................................  60
     10.7     Service of Process.....................................................................................  60
     10.8     Governing Law..........................................................................................  60
     10.9     Adoption by Other Employers............................................................................  60
     10.10    No Reversion to Employer...............................................................................  60
</TABLE>

                                      iv
<PAGE>

                        AMENDMENT AND RESTATEMENT OF THE
                        --------------------------------
                  HOLLYWOOD PARK, INC. 401(k) INVESTMENT PLAN
                  -------------------------------------------
                          (effective January 1, 1998)
                          ---------------------------

     The undersigned, Hollywood Park, Inc., a Delaware corporation, does hereby
amend and restate, in its entirety, the Hollywood Park, Inc. 401(k) Investment
Plan (which shall also constitute an accident and health plan maintained by the
employer for purposes of Section 105 of the Internal Revenue Code of 1986, as
amended), effective January 1, 1998, as follows:

                                   ARTICLE I
                              GENERAL DEFINITIONS
                              -------------------

     When used herein, the following words shall have the following meanings:

     1.1  "Act" shall mean the Employee Retirement Income Security Act of 1974
(Public Law 93-406), all amendments thereto and all regulations issued
thereunder.

     1.2  "Active Participant" shall mean any Participant who either (a)
completes one thousand (1,000) or more Hours of Service in the Plan Year and is
employed by the Employer on the Anniversary Date, (b) dies or suffers Total
Disability during the Plan Year while employed by the Employer or (c) retires on
or after his Normal Retirement Date during the Plan Year.

     1.3  "Affiliate" shall mean the Company and (a) 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; (b) 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; (c) 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; or (d) any other entity required to be
aggregated with the Company pursuant to regulations promulgated under Section
414(o) of the Code.

     1.4  "Anniversary Date" shall mean December 31.

     1.5  "Beneficiary" means a person designated to receive a Participant's
interest upon his death under Section 7.5.5(b) of Article VII.

     1.6  "Board of Directors" shall mean the Board of Directors of Hollywood
Park, Inc.

     1.7  "Code" shall mean the Internal Revenue Code of 1986, all amendments
thereto and all regulations issued thereunder.

     1.8  "Committee" means the Administration Committee provided for in Article
II.

     1.9  "Company" shall mean Hollywood Park, Inc.
<PAGE>

     1.10 "Compensation" means as follows:

          (a)  "Compensation" means wages, salaries, and fees for professional
services and other amounts received (without regard to whether or not an amount
is paid in cash) for personal services rendered in the course of Employment with
the Employer to the extent that the amounts are includible in gross income
(including, but not limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits and reimbursements or other expense
allowances under a nonaccountable plan (as described in Treasury Regulation
Section 1.62-2(c)), except that such Compensation shall include any compensation
                    ------
which is not currently includible in a Participant's income by reason of the
application of Sections 402(g)(3), 125 or 457 of the Code, and except that such
                                                               ------
Compensation shall exclude the following:

               (i)    employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employer, or any
distributions from a plan of deferred compensation;

               (ii)   amounts realized from the exercise of a nonqualifed stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;

               (iii)  amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and

               (iv)   other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract described in Section
403(b) of the Code (whether or not the contributions are actually excludible
from the gross income of the Employee).

          (b)  Compensation for any Plan Year or Limitation Year (as defined in
Section 5.3 of Article V) shall mean the Compensation actually paid or made
available during such Plan Year or Limitation Year, as the case may be, except
that, for purposes of Article IV and Section 5.1 of Article V, (i) in the case
of an Employee who becomes a Participant during the Plan Year, Compensation paid
or made available to such Participant during the portion of the Plan Year before
he became a Participant shall be disregarded, and (ii) Compensation paid or made
available to a Participant after the date of termination of the Employment of
such Participant by reason of death, Total Disability, retirement, or otherwise,
shall be disregarded.

          (c)  The annual Compensation of each Participant taken into account in
determining all benefits provided under this Plan for any Plan Year shall not
exceed One Hundred Sixty Thousand Dollars ($160,000.00), as adjusted for changes
in the cost of living after 1998 in accordance with Section 401(a)(17)(B) of the
Code.  The cost-of-living adjustment in effect for a calendar year applies to
any determination period beginning

                                      -2-
<PAGE>

in such calendar year. If a determination period consists of fewer than twelve
(12) months, the annual compensation limit is an amount equal to the otherwise-
applicable annual Compensation limit multiplied by a fraction, the numerator of
which is the number of months in the short determination period, and the
denominator of which is the number twelve (12). If Compensation for any prior
determination period is taken into account in determining a Participant's
benefits for the current Plan Year, the Compensation for such prior
determination period is subject to the applicable annual Compensation limit in
effect for that prior period. For this purpose, in determining benefits in Plan
Years beginning on or after January 1, 1989, the annual Compensation limit in
effect for determination periods beginning before January 1, 1989 is Two Hundred
Thousand Dollars ($200,000.00). In addition, in determining benefits in Plan
Years beginning on or after January 1, 1994, the annual Compensation limit in
effect for determination periods beginning before January 1, 1994 is One Hundred
Fifty Thousand Dollars ($150,000.00).

     1.11 "Deferral Contribution" means a contribution made under Section 4.1.1
of Article IV, and "Deferral Contribution Account" shall have the meaning set
forth in Section 4.11 of Article IV.

     1.12 "Discretionary Matching Contribution" means a contribution made under
Section 4.1.3 of Article IV, and "Discretionary Matching Contribution Account"
shall have the meaning set forth in Section 4.11 of Article IV.

     1.13 "Effective Date" of this Plan is April 1, 1990. The Effective Date of
this Amendment and Restatement is January 1, 1998.

     1.14 "Employee" means any person now or hereafter in the employ of an
entity constituting the Employer.  The term "Employee" shall also include any
leased employee within the meaning of Section 414(n)(2) of the Code.
Notwithstanding the foregoing, if such leased employees constitute less than
twenty percent (20%) of the Employer's Non-Highly Compensated Employees within
the meaning of Section 414(n)(1)(C)(ii) of the Code, the term "Employee" shall
not include those leased employees covered by a plan described in Section
414(n)(5) of the Code.  No self-employed individual shall be an Employee under
this Plan by virtue of his self-employment.  Any individual who the Employer
previously classified as an independent contractor, but who the Internal Revenue
Service later determines is an Employee whose compensation should be shown on
Form W-2, or who any other governmental agency later determines is a common-law
employee, shall not be considered to be an Employee merely because of such
determination.

     1.15 "Employer" means Hollywood Park, Inc., any Affiliate, and any other
person, firm or corporation which adopts this Plan with the approval of
Hollywood Park, Inc., and any successor in interest to Hollywood Park, Inc.
resulting from merger, consolidation or transfer of substantially all of the
assets of Hollywood Park, Inc. which expressly agrees in writing to continue
this Plan.

     1.16 "Entry Date" shall mean January 1 and July 1 of each year.

                                      -3-
<PAGE>

     1.17 "Fiduciary" shall include all of the following, to the extent they are
deemed to be such under the Act:

               (a)  Any administrator, officer, trustee, or custodian of the
Plan;

               (b)  Any person exercising any discretionary authority or
discretionary control respecting management of the Plan;

               (c)  Any person exercising authority or control respecting
management or disposition of Plan assets;

               (d)  Any person rendering investment advice for a fee or other
compensation with respect to Plan assets, or with the authority or
responsibility to do so, except as provided otherwise in the Act;

               (e)  Any person who possesses any discretionary authority or
responsibility in the administration of the Plan; and

               (f)  Any person designated under or to whom fiduciary duties are
delegated pursuant to Section 405(c)(1)(B) of the Act or Section 2.7 of Article
II.

     1.18 "Highly Compensated Employee" means any Employee who is a Highly
Compensated Employee under Section 414(q) of the Code and the regulations
promulgated thereunder.  Under Section 414(q) of the Code and the regulations
thereunder, a "Highly Compensated Employee" generally includes an Employee who:

               (a)  was a Five Percent Owner, as defined in Section 6.1.3(c),
during the Plan Year or the preceding Plan Year, or

               (b)  during the preceding Plan Year, (i) received Compensation
from the Employer in excess of Eighty Thousand Dollars ($80,000.00), and (ii) if
the Company elects in the manner prescribed by the Secretary of the Treasury to
have this clause (ii) apply, was in the group consisting of the top twenty
percent (20%) of the Employees when ranked on the basis of Compensation paid
during such Plan Year, and satisfied the following conditions:

                    (A)   had completed six (6) months of Service,

                    (B)   normally worked at least seventeen and a half (17 1/2)
hours per week,

                    (C)   normally worked more than six (6) months during each
Plan Year, and

                    (D)   had attained the age of twenty one (21) years.

               (c)  was a former Employee of the Employer who was either (i) a
Highly Compensated Employee under any of the foregoing categories when such
Employee separated from Service, or (ii) was a Highly Compensated Employee under
any of the

                                      -4-
<PAGE>

foregoing categories at any time after attaining the age of fifty five (55)
years. Notwithstanding the foregoing, a former Employee who is separated from
Service before 1987 shall be treated as a Highly Compensated Employee only if,
during either the Plan Year of such Employee's separation from Service (or the
immediately preceding Plan Year) or any Plan Year after such Employee attained
the age of fifty-five (55) years (or the last Plan Year ending before such
Employee's fifty-fifth (55th) birthday), such Employee either received
Compensation in excess of fifty thousand dollars ($50,000) or was a Five Percent
Owner, as defined in Section 6.1.3(c).

Dollar amounts set forth in this Section 1.18 shall be increased to reflect the
most recent adjustment for increases in the cost of living published by the
Secretary of the Treasury pursuant to Section 415(d) of the Code, except that
the base period shall be the calendar quarter ending September 30, 1996.

     1.19 "Hour of Service" shall include:

               (a)  Each hour for which an Employee is directly or indirectly
paid, or entitled to payment, by the Employer for the performance of duties
during the applicable computation period. Such hours shall be credited to the
Employee for the computation period or periods in which the duties were
performed.

               (b)  Each hour for which back pay is awarded to the Employee or
agreed to by the Employer. Such hours shall be credited to the Employee for the
computation period or periods to which the award or agreement pertains and shall
be calculated irrespective of mitigation of damages, but no Hour of Service
shall be counted both under this paragraph and under the first paragraph of this
Section 1.19.

               (c)  Any hour of service required to be credited to the Employee
under any law of the United States or any rule or regulation issued thereunder;
provided, however, that no hour shall be credited to the Employee both under
this paragraph (c) and under any of the other paragraphs of this Section 1.18.

               (d)  Each hour (i) for which the Employee is directly or
indirectly paid, or entitled to payment, by reasons (such as vacation, sickness
or disability) other than the performance of duties during the applicable
computation period as required by paragraphs (b) and (c) of Labor Reg. (S) 2530.
200b-2, such hours being credited in the computation period in which such hours
were accrued irrespective of whether payments are made or become due with
respect to such hours in other computation periods, and (ii) during a temporary
layoff (even if of indefinite duration) or an Employer-approved leave of
absence. Notwithstanding the preceding provisions of this paragraph (d), the
following rules shall apply with respect to such hours:

                    (1)   An Employee shall not be credited with more than five
hundred one (501) Hours of Service under this paragraph (d) on account of any
single continuous period during which the Employee does not perform any duties
(whether or not such period occurs during a single Plan Year);

                    (2)   An Employee shall not be credited with an Hour of
Service on account of a period during which the Employee does not perform any
duties if

                                      -5-
<PAGE>

the payment the Employer makes (or the payment due) is under a plan maintained
solely for the purpose of complying with the applicable worker's compensation
law, unemployment compensation law or disability insurance law; and

                    (3)   An Employee shall not be credited with an Hour of
Service for a payment to the Employee which merely reimburses the Employee for
medical or medically-related expenses incurred by the Employee.

               (e)  If a Participant has a Maternity or Paternity Leave of
Absence, such Participant shall be credited with the Hours of Service with which
such Participant would otherwise normally have been credited but for such
absence, or, if the Committee is unable to determine the number of Hours of
Service which would normally otherwise have been credited but for such absence,
such Participant shall be credited with eight (8) Hours of Service for each day
of such absence. Hours shall be credited by reason of a Maternity or Paternity
Leave of Absence, however, only as necessary to prevent the Participant from
incurring a One Year Break in Service for purposes of the participation rules of
Article III and the vesting rules of Sections 5.5 and 6.3.4, and in no event
shall a Participant be credited with more than Five Hundred One (501) Hours of
Service by reason of any Maternity or Paternity Leave of Absence. The Hours of
Service with which a Participant is credited by reason of a Maternity or
Paternity Leave of Absence shall be credited in the Plan Year in which such
absence begins if such crediting is necessary to prevent the Participant from
incurring a One Year Break in Service in such Plan Year. In any other case, the
Hours of Service with which a Participant is credited by reason of a Maternity
or Paternity Leave of Absence shall be credited in the Plan Year immediately
following the Plan Year in which such absence begins.

               (f)  Hours of Service may be credited to an Employee to comply
with the provisions of the Uniformed Services Employment and Reemployment Rights
Act of 1994 (P.L. 101-353, 38 U.S.C. (S) 4318) and any regulations promulgated
thereunder.

               (g)  In the case of any ambiguity arising under this Section
1.19, such ambiguity shall be resolved in favor of crediting the Employee with
the Hours of Service in question.

     1.20 "Investment Manager" means any Fiduciary (other than the (i) Trustee,
Committee or Claims Coordinator designated under Section 7.12 of Article VII, or
(ii) a person who is identified as a Fiduciary pursuant to the procedure set
forth in this Plan) who (a) has the power to manage, acquire or dispose of any
asset of the Plan, (b) has acknowledged in writing that he is a Fiduciary with
respect to the Plan, and (c) is (i) registered as an investment adviser under
the Investment Advisers Act of 1940; (ii) is a bank, as defined in that Act; or
(iii) is an insurance company qualified to manage, acquire or dispose of the
assets of retirement plans under the laws of more than one State.

     1.21 A "Maternity or Paternity Leave of Absence" means an Employee's
absence from work for any period of time (a) by reason of the Employee's
pregnancy, (b) by reason of the birth of the Employee's child, (c) by reason of
the placement of a child with the Employee in connection with the Employee's
adoption of such child, or (d) for the purpose of caring for the Employee's
child immediately following the birth of such child or the

                                      -6-
<PAGE>

placement of such child with the Employee in connection with the Employee's
adoption of such child.

     1.22 "Non-Highly Compensated Employee" means any Employee who is not a
Highly Compensated Employee for the Plan Year.

     1.23 "Normal Retirement Date" shall mean the date on which a Participant
attains the age of sixty-five (65) years.

     1.24 "One Year Break in Service" means a Plan Year in which the Employee
has not completed more than five hundred (500) Hours of Service.  An Employee
shall be deemed to have incurred a One Year Break in Service on the last day of
said Plan Year.

     1.25 "Participant" means any Employee who becomes a participant in this
Plan under Section 3.1 and who has acquired the right to either a forfeitable or
nonforfeitable interest in the Trust Fund which has not been distributed.

     1.26 "Participant Account" shall mean the account maintained for each
Participant pursuant to Section 4.11 of Article IV.

     1.27 "Plan" shall mean the 401(k) Investment Plan set forth in and by this
document and the related Trust and all subsequent amendments thereto.

     1.28 "Plan Year" shall mean a fiscal year of the Plan which ends on the
Anniversary Date.

     1.29 "Regular Matching Contribution" means a contribution made under
Section 4.1.2 of Article IV, and "Regular Matching Contribution Account" shall
have the meaning set forth in Section 4.11 of Article IV.

     1.30 "Service" or "Employment" means service of each Employee as an
Employee of an Employer or Affiliate. Service with any Employer or Affiliate
shall constitute "Service" and "Employment" for all purposes under this Plan,
and all such service for any Employer or Affiliate shall be aggregated in
determining whether an Employee has completed a "Year of Service" or has
incurred a "One Year Break in Service." "Service" and "Employment" shall
commence on the day the Employee first completes one (1) Hour of Service with an
Employer or Affiliate. In addition, the Board of Directors of the Company is
authorized, in its discretion, to determine from time to time that pre-
acquisition service of any persons who were employees of any corporation,
organization or entity before such corporation, organization or entity became an
Affiliate, or who become Employees in connection with the acquisition by the
Employer of some or all of the business or product lines of another person or
entity which previously employed such Employees, shall constitute "Service" or
"Employment" for all purposes under this Plan, and all such service for any such
corporation, organization or entity which becomes an Affiliate or for any such
predecessor employer shall be aggregated in determining whether an Employee has
completed a "Year of Service" or has incurred a "One Year Break In Service". The
Board of Directors of the Company shall exercise its discretion hereunder only
in a uniform and nondiscriminatory manner.

                                      -7-
<PAGE>

     1.31 "Total Disability" means total and permanent incapacity of a
Participant, due to physical impairment or legally established mental
incompetence, to perform the usual duties of his Employment, which disability
shall be determined (a) on medical evidence by a licensed physician designated
by the Committee, or (b) on evidence that the Participant has become entitled to
receive primary benefits as a disabled employee under the Social Security Act in
effect on the date of disability; provided, however, that if such disability is
due to alcohol, drugs or other substance abuse, the Employee must be enrolled or
have completed a rehabilitation program approved by the Company for such
disability to constitute a Total Disability.  With respect to any benefits paid
under this Plan on account of the Total Disability of a Participant, this Plan
shall constitute an accident and health plan maintained by the Employer for
purposes of Section 105 of the Code.

     1.32 "Trust Agreement" means the Agreement between the Employer and the
Trustee or Trustees covering the administration of the Trust Fund and includes
the succession of the Trustee or Trustees.

     1.33 "Trust Fund" means the assets of the Trust established pursuant to
this Plan and the Trust Agreement hereinafter referred to, out of which the
benefits under this Plan shall be paid.

     1.34 "Trustee" means the Trustee or Trustees of the Trust Fund established
pursuant to this Plan and any successor Trustee or Trustees.

     1.35 "Valuation Date" shall mean each business day.

     1.36 "Vested Matching Contribution" means a contribution made under Section
4.1.4 of Article IV, and "Vested Matching Contribution Account" shall have the
meaning set forth in Section 4.11 of Article IV.

     1.37 "Vested Nonelective Contribution" means a contribution made under
Section 4.1.5 of Article IV, and "Vested Nonelective Contribution Account" shall
have the meaning set forth in Section 4.11 of Article IV.

     1.38 "Year of Service" shall mean a Plan Year of Service in which the
Employee has completed not less than one thousand (1,000) Hours of Service.

                                      -8-
<PAGE>

                                  ARTICLE II
                        COMMITTEE AND OTHER FIDUCIARIES
                        -------------------------------

     2.1  Appointment of Committee
          ------------------------

          The Committee shall be appointed by the Board of Directors and shall
consist of not less than three (3) nor more than five (5) members, the exact
number of which shall be established by the Board of Directors from time to
time.  Under this authority, the Board of Directors has established that the
Committee shall consist of three (3) members.  Such members of the Committee
shall hold office until resignation, death or removal by the Board of Directors.

     2.2  Powers and Duties of Committee
          ------------------------------

          The Committee shall be the "administrator" provided for in Section
3(16)(A) of the Act, and each member of the Committee shall be a "named
fiduciary" as defined in Section 402(a) of the Act.  The Committee shall be
charged with the administration of this Plan and shall decide, by majority vote,
subject to the terms of this Plan and the Trust Agreement, all questions arising
in the administration, interpretation and application of the Plan, including all
questions of eligibility, except such as may be expressly reserved hereunder to
the Employer or its Board of Directors.  The decisions of the Committee shall be
conclusive and binding on all parties; provided that such decisions shall be
made on a uniform basis and shall not discriminate in favor of its employees who
are officers, stockholders, or highly compensated employees.

     2.3  Direction of Trustee
          --------------------

          The Committee, from time to time, shall direct the Trustee concerning
the payments to be made out of the Trust Fund pursuant to this Plan and shall
have such other powers respecting the administration of the Trust Fund as may be
conferred upon it hereunder or under the Trust Agreement.  The Trustee shall
invest and reinvest the Trust Fund, or any part thereof, in any manner that it
deems advisable subject to the right hereby reserved to the Committee to direct
the Trustee with respect to the investment and reinvestment of the Trust Fund.
The Committee shall have the power to direct the Trustee to invest and reinvest
any and all money or property of any description at any time held by it and
constituting part of the Trust Fund in accordance with the following powers:

          2.3.1   The Committee, without previous application to or subsequent
ratification of any court, tribunal or commission, or any federal or state
governmental agency, except as hereinafter provided, may direct the Trustee to
invest in bonds, notes, debentures, mortgages, commercial paper, preferred
stock, common stocks, sell covered call options or invest in other securities,
rights, obligations, or property, real or personal, including shares and
certificates of participation issued by investment companies or investment
trusts, trust funds of the Trustee created for qualified employee benefit plans,
annuity contracts, life insurance contracts, including ordinary and term life
insurance contracts on the lives of key Employees of the Company, for the
benefit of the Trust Fund and the employee Participants as a whole in order to
protect their interests in the premises.

                                      -9-
<PAGE>

          2.3.2   The Committee may also invest in ordinary life or term
insurance contracts on the life of a Participant for the benefit of the
Participant whose life is insured or his Beneficiary. In the event that an
investment in a life insurance contract is intended by the Committee to be for
the benefit of the Trust Fund, this fact shall be indicated by naming the
Trustee as sole and continuing beneficiary at the time of the investment. If the
investment in a life insurance contract on the life of a Participant is
determined by the Committee to be for the benefit of the insured Participant or
his Beneficiary, this fact shall be indicated by designating as the beneficiary
of the insurance contract the person specified by the Participant as his
Beneficiary; provided, however, that all of the above regarding investments in
insurance company contracts shall be subject to the provisions of Article VII.
In making investments or reinvestments, the Committee shall not be limited by
the proportion which the investments so to be made, either alone or with any
property of the same or similar character then held or acquired, may bear to the
entire amount of the Trust Fund; provided that any investments in life insurance
for the benefit of the Participants or their Beneficiaries shall be subject to
the following limitations:

                  (a)   With respect to the purchase of ordinary life insurance
contracts (i) the aggregate life insurance premiums paid with respect to any
Participant shall be less than one-half ( 1/2) of the aggregate of the
contributions allocated to the credit of the Participant at any particular time,
and (ii) at or before the retirement of the Participant, all such insurance
shall be either converted into cash or to provide periodic income, or shall be
distributed to the Participant.

                  (b)   The aggregate premiums paid for the purchase of accident
and health insurance contracts and term life insurance contracts for any
Participant shall not exceed the lesser of (i) twenty-five percent (25%) of the
funds allocated to the Participant Account of such Participant or (ii) if both
ordinary life insurance and accident and health insurance or term life insurance
are purchased, an amount which, when added to one-half ( 1/2) of the premiums
paid for the ordinary life insurance, will not in the aggregate exceed twenty-
five percent (25%) of the funds allocated to the Participant Account of such
Participant.

                  (c)   Subject to the insurability of a Participant,
investments in life insurance shall be made on a uniform and nondiscriminatory
basis as to all Participants, unless a Participant shall otherwise request in
writing, in which event the Committee shall give due regard to such request
subject to the foregoing limitations of subparagraph (a).

          2.3.3   The Committee may direct the Trustee to invest in the stock or
securities of the Employer, including any bonds or debentures of the Employer,
provided, however, that such investments may be made only in "qualifying
employer securities," as that term is defined in the Act. Notwithstanding the
foregoing sentence, the Plan may not acquire any "qualifying employer security",
if immediately after such acquisition the aggregate fair market value of
"employer securities" and "employer real property" (as such phrase is defined in
the Act) held by the Plan would exceed ten percent (10%) of the fair market
value of the assets of the Plan.

          2.3.4   The Committee may direct the Trustee to sell, grant options
therefor, exchange, pledge, or encumber, mortgage, deed in trust, or other form
of hypothecation, or
                                     -10-
<PAGE>

otherwise dispose of the whole or any part of the Trust Fund on such terms and
for such property or cash, or part cash and credit as the Committee may deem
best, and it may direct the Trustee to retain, hold, maintain or continue any
securities or investments which the Trustee may hold as part of the Trust Fund
for such length of time as the Committee may deem advisable, and generally, in
all respects, the Committee may direct the Trustee to do all such other things
and exercise each and every right, power and privilege in connection with and in
relation to the Trust Fund as could be done, exercised or executed by an
individual holding and owning said property in absolute and unconditional
ownership including directing the Trustee as to the manner of voting any stock
or securities, whether of the Employer or otherwise, held in said Trust Fund.
The Committee, in directing the Trustee as to the investment of the Trust Fund,
shall not be bound as to the character of any investment by any statute, rule of
court, or custom governing the investment of trust funds other than the Act or
the Code, and Amendments thereto, and other Regulations and Rulings thereunder
which are valid interpretations of the Act, Code and Amendments, and provided
that the Committee, in so directing the Trustee, shall exercise the judgment and
care, under the circumstances then prevailing, which men of prudence, discretion
and intelligence exercise in the management of their own affairs.

          2.3.5   The Committee may, in its discretion, direct the Trustee to
invest the assets of the Trust Fund in two (2) or more investment funds, pools
or vehicles, and permit each Participant to direct how the assets allocated to
his Participant Account will be invested among such investment funds, pools or
vehicles. At its discretion exercisable at any time, or from time to time, the
Committee may add to, delete from, change, or substitute the investment funds,
pools, or vehicles among which each Participant will have the option to invest
the assets in his Participant Account. The Committee may, in its discretion
exercisable at any time or from time to time, promulgate, amend, or repeal rules
or regulations governing: (i) the manner in which, and times at which, each
Participant may elect to have the assets in his Participant Account invested
among the various investment funds, pools, or vehicles selected by the
Committee, or change his election regarding the investment of the assets in his
Participant Account, and (ii) any maximum, minimum, or incremental dollar amount
or percentage of each Participant's Participant Account which may be invested in
a particular investment fund, pool, or vehicle selected by the Committee.

          2.3.6   The Committee shall have no right or authority to authorize
the Trustee to make loans or advances to a Participant except as provided in
Section 2.12 or to make any distribution except as provided in Article VII.

     2.4  Funding Policy
          --------------

          The Committee from time to time shall establish a funding policy and
method consistent with the objectives of the Plan, in accordance with the status
of the Plan as a defined contribution plan, and in conformity with the
requirements of ERISA. In formulating such policy and method, the Committee
shall consider the short and long term liquidity and other financial needs of
the Plan. Such policy and method shall be communicated in writing to the Trustee
and any then acting Investment Manager, and thereafter none of the powers of the
Committee, the trustee or any Investment Manager set forth herein shall be
exercised in any manner inconsistent with such objectives.

                                     -11-
<PAGE>

     2.5  Investment Manager
          ------------------

          The Committee may, from time to time, and in writing, authorize or
direct the Trustee to delegate the management of the Plan assets or any part
thereof, including the right to acquire and dispose of such assets, to an
Investment Manager. Such authority or direction of the Trustee to so delegate
may be revoked by the Committee at any time, and the Committee may authorize or
direct the Trustee at any time to revoke any such delegation.

     2.6  Organization of Committee - Allocation and Delegation of Duties
          ---------------------------------------------------------------

          2.6.1   The Committee may appoint one of its own members as Chairman,
and may adopt such by-laws and regulations as it deems desirable for the conduct
of its affairs and appoint a secretary and one or more assistant secretary or
secretaries. The Committee may, at any duly constituted meeting thereof,
allocate specific fiduciary responsibilities, other than trustee
responsibilities, among the members of the Committee. Any member of such
Committee may also, at such a meeting, designate other persons to carry out any
fiduciary duties which are the responsibility of such member, other than trustee
responsibilities. Either of such actions shall be recorded in the minutes of
said meeting, and may be revoked at any time by action taken at another such
meeting recorded in the minutes thereof, and communicated to the person to whom
such duties were delegated.

          2.6.2   Any determination of the Committee may be made by a majority
of the Committee at a meeting thereof or without a meeting by a resolution or
memorandum signed by all members, and, except as provided otherwise herein,
shall be final and conclusive on the Employer, the Trustee, all Participants and
Beneficiaries claiming any rights hereunder, and as to all third parties dealing
with the Committee or with the Trustee. All notices, directions, information and
other communications from the Committee to the Trustee shall be in writing.

          2.6.3   In any matter affecting any member of the Committee in his
individual capacity as a Participant hereunder, separate and apart from his
status as a member of the group of Participants, such interested member shall
have no authority or vote in the determination of such matter as a member of the
Committee, but said Committee shall determine such matter as if said interested
member were not a member of the Committee; provided, however, that this shall
not be deemed to take from said interested member any of his rights hereunder as
a Participant. In the event that the remaining members of the Committee should
be unable to agree on any matter so affecting an interested member because of an
equal division of voting, the Board of Directors shall appoint a temporary
member of the Committee in order to create an odd number of voting members. In
the event a majority of the members of the Committee shall be so interested in
the same matter, then the Board of Directors shall appoint temporary members to
take their place on said Committee for the purpose of determining such matter.

     2.7  Duties and Relationship of Fiduciaries
          --------------------------------------

          2.7.1   Every Fiduciary, except as otherwise provided in the Act,
shall discharge his duties with respect to the Plan:

                                     -12-
<PAGE>

                  (a)   Solely in the interest of the Participants and
Beneficiaries;

                  (b)   For the exclusive purposes of providing benefits to
Participants and Beneficiaries and defraying reasonable expenses of
administration;

                  (c)   With the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of like
character and with like aims;

                  (d)   By diversifying investments of the Plan unless under the
circumstances it is clearly prudent not to do so;

                  (e)   In accordance with the documents and instruments
governing the Plan; and

                  (f)   By maintaining the indicia of ownership of the Plan
assets within the jurisdiction of the United States District Courts, except as
otherwise authorized by regulations under the Act.

     Notwithstanding all of the foregoing, however, each Fiduciary shall at all
times discharge his duties in conformance with the provisions of the Act and as
required for the administration of a qualified plan under this Code.

          2.7.2   It shall be the responsibility of every Fiduciary and of every
person handling funds or other property of the Plan to be bonded to the extent
required by the Act. The Committee may direct the Trustee to pay the cost of all
such bonds from the Trust assets, if and to the extent that the Company does not
pay such costs in a timely fashion, and the Trustee shall be protected in
relying on such directions.

          2.7.3   Each Fiduciary, including the Board of Directors, the
Committee, the Claims Coordinator designated under Section 7.10 of Article VII
and the Trustee, shall be responsible only for acts and omissions in connection
with the exercise of the powers, duties and functions specifically allocated to
such Fiduciary under the terms of this Plan and the Trust Agreement. No
Fiduciary shall be responsible for any acts or omissions in connection with the
powers, functions and duties allocated to any other Fiduciary under the terms of
this Plan and the Trust Agreement. Except to the extent provided in the Act or
the Code, no Fiduciary shall have any duty to question whether any other
Fiduciary is fulfilling the responsibilities imposed on such other Fiduciary by
this Plan, the Trust Agreement, or the Act. No Fiduciary shall have any
liability for a breach of fiduciary responsibility of any other Fiduciary with
respect to the Plan or the Trust unless such Fiduciary participates knowingly in
such breach, knowingly undertakes to conceal such breach, has actual knowledge
of such breach and fails to take reasonable remedial action to remedy such
breach, or, through such Fiduciary's negligence in performing his own specific
fiduciary responsibilities, has enabled such other Fiduciary to commit a breach
of such other Fiduciary's fiduciary responsibilities. Wherever this Plan or the
Trust Agreement provides that a Fiduciary has the power to appoint another
person or entity with discretionary authority or control respecting the
operation or administration of the Plan or the Trust Fund, the responsibility of
the appointing Fiduciary with respect to such appointment shall be limited to
the selection of the appointee and periodic review of the performance of the

                                     -13-
<PAGE>

appointee in accordance with the standards of the Act. Any violation of
fiduciary responsibilities by the appointee which is not a proximate result of
the failure of the appointing Fiduciary properly to select or supervise the
appointee, and in which breach the appointing Fiduciary did not otherwise
participate, will not be considered to be a breach by the appointing Fiduciary.

           2.7.4   Any person may serve in more than one fiduciary capacity with
respect to this Plan or the Trust, including, but not limited to, service both
as a Trustee and as a member of the Committee.

     2.8   Compensation and Expenses of Committee
           --------------------------------------

           The members of the Committee shall serve without compensation but
shall be reimbursed for any necessary expenditures incurred in the discharge of
their duties as members of said Committee.  The compensation of all agents,
counsel, or other persons (who may be officers or members of the Employer)
retained or employed by the Committee shall be fixed by the Committee, subject
to the approval of the Board of Directors.  Any such reimbursement or payment
shall be made by the Trustee out of the Trust Fund; provided, however, that all
or any part of any such reimbursement or payment may be made by the Employer if
it shall so determine.

     2.9   Records of the Committee
           ------------------------

           The Committee shall keep a record of all of its proceedings and shall
keep or cause to be kept all such books of account, records and other data as
may be necessary or advisable in its judgment for the administration of this
Plan and to reflect properly the affairs thereof, and to determine the amount of
vested and forfeitable interests of the respective Participants in the Trust
Fund, and the amount of all retirement benefits or other benefits hereunder. As
a part thereof, it shall maintain or cause to be maintained a separate
Participant Account for each Participant, which account in each year shall
reflect the amount of investment in life insurance contracts for the
Participant's benefit and the amount of income which will be includible in the
Participant's gross income or the Participant's federal income tax return,
together with such additional information required by the Act or the Code. Any
person dealing with the Committee may rely on and shall incur no liability in
relying on a certificate or memorandum in writing signed by the secretary of the
Committee or by a majority of the members of the Committee as evidence of any
action taken or resolution adopted by the Committee, except that the Trustee may
only accept as evidence of any action or resolution adopted by the Committee a
written notice thereof signed by a majority of the members of the Committee if
such action was taken or resolution adopted at a meeting of the Committee, or
signed by all members if such action or resolution was adopted without a
meeting.

     2.10  Resignation and Removal of Members
           ----------------------------------

           Any member of the Committee may resign at any time by giving written
notice to the other members and to the secretary of the Company, effective as
therein stated, otherwise upon receipt.  Any member who leaves the employment of
the Employer shall be deemed to have resigned as a member of the Committee on
the date of his termination of

                                     -14-
<PAGE>

employment. Any member of the Committee may at any time be removed by the Board
of Directors.

     2.11  Appointment of Successors
           -------------------------

           Upon the death, resignation or removal of any member, the Board of
Directors shall at its next regular meeting, or at a special meeting if so
desired, appoint, by resolution, a successor. Notice of appointment of a
successor member shall be made by the Secretary of the Company in writing to the
Trustee and to the Committee. Until receipt by the Trustee of such written
notice of any change in membership of the Committee, the Trustee shall not be
charged with knowledge of notice of such change.

     2.12  Loans to Participants
           ---------------------

           Upon the application of a Participant to the Committee, the Committee
may direct the Trustee to make a loan or loans to such Participant upon such
terms as the Committee deems appropriate. Nothing herein contained shall require
the Committee to grant any such loan, such action being purely discretionary on
the part of the Committee, provided, however, that the Committee shall exercise
its discretion in a uniform and non-discriminatory manner.

           The Committee shall, from time to time, promulgate a Participant Loan
Program in compliance with Department of Labor Regulation Section 2550.408b-
1(d)(2), which shall state the manner in which the Committee will determine the
amount of loans, terms of loans and interest rate of loans, and such other rules
and regulations which the Committee may adopt.

           No loans shall be made to any Participant who is a sole proprietor of
an Employer, a partner of an Employer who owns more than ten percent (10%) of
the capital or profits interest in the Employer or a shareholder who owns (or is
considered as owning within the meaning of Section 318(a)(1) of the Code) more
than five percent (5%) of the outstanding stock of an Employer which is an S
corporation under the Code on any day during the taxable year of such Employer.

     2.13  Indemnification
           ---------------

           The Employer hereby agrees to indemnify the Committee and any other
Employee of the Employer, and the estates and heirs of such Committee member and
Employee, to the full extent of any expenses, penalties, damages or other
pecuniary loss which such Employee or Committee member, his estate or heirs may
suffer as a result of his responsibilities, obligations or duties in connection
with the Plan or fiduciary activities actually performed in connection with the
Plan.  Such indemnification shall be paid by the Employer to the Employee,
Committee member, his estate or heirs to the extent that fiduciary liability
insurance, if any, does not cover the payment of such items, but in no event
shall such items be paid out of Plan assets.  Notwithstanding the foregoing,
this indemnification agreement shall not relieve any Employee serving in a
fiduciary capacity of his fiduciary responsibilities and liabilities to the Plan
for breaches of fiduciary obligations, nor shall this agreement violate any
provision of Part 4 of Title I of the Act as it may be

                                     -15-
<PAGE>

interpreted from time to time by the U.S. Department of Labor and any courts of
competent jurisdiction.

     2.14  Administrative Mistake
           ----------------------

           Notwithstanding anything to the contrary herein contained, if the
Committee discovers that a mistake has been made in crediting Employer
Contributions or earnings to the Participant Account of any Participant, the
Committee may request the Employer to make a special contribution to the
Participant Account of said Participant and may take any other administrative
action which it deems necessary or appropriate to remedy such mistake.

                                     -16-
<PAGE>

                                  ARTICLE III
                          PARTICIPATION OF EMPLOYEES
                          --------------------------

     3.1  Who May Participate
          -------------------

          3.1.1   Each Employee shall be eligible to participate in the Plan
when he has completed five hundred (500) Hours of Service, provided that he
completes such five hundred (500) Hours of Service within one (1) "Eligibility
Computation Period" (as defined in Section 3.1.2). Each Employee who is eligible
to participate in the Plan shall become a Participant as of the Entry Date next
following the date on which he becomes eligible to participate.

          3.1.2   For purposes of this Section 3.1, the term "Eligibility
Computation Period" shall mean the twelve consecutive month period commencing on
the date a person first completes one (1) Hour of Service and during which he is
credited with not less than five hundred (500) Hours of Service and, in the
event an Employee fails to complete five hundred (500) Hours of Service in said
period, shall also mean the Plan Year including the first anniversary of the
Employment commencement date for such Employee and succeeding Plan Years.
Notwithstanding any other provision of this Section 3.1, however, no person who
is eligible to become a Participant shall become a Participant if he has quit or
been permanently discharged and as a result thereof is not employed by the
Employer on the Entry Date on which he would otherwise become a Participant;
provided, however, that if he is reemployed by the Employer prior to incurring a
One Year Break in Service, he shall become a Participant on the date he is
rehired.  For purposes of continuing participation, once an Employee has become
eligible to participate in the Plan, an Eligibility Computation Period shall
mean a Plan Year in which the Employee has completed at least five hundred (500)
Hours of Service with Employer and such Plan Years shall be measured beginning
with the Plan Year commencing before or on the date upon which the Employee
becomes eligible to participate.

          3.1.3   For purposes of determining the number and identity of Highly
Compensated Employees or for purposes of the pension requirements of Section
414(n)(3) of the Code, the Employees of the Employer shall include individuals
defined as Employees in Article I.  Notwithstanding any other provision of this
Plan, however, a leased employee within the meaning of Section 414(n)(2) of the
Code shall not become a Participant in, and shall not accrue benefits under,
this Plan based on service as a leased employee.

          3.1.4   Notwithstanding the provisions of Sections 3.1.1 and 3.1.2, no
Employee shall be a Participant hereunder (a) if such Employee is neither a
citizen nor a resident of the United States, and derives no earned income from
the Employer which would constitute income from sources within the United
States, (b) while a member of a collective bargaining unit and while covered by
a collective bargaining agreement with respect to which retirement benefits were
the subject of good faith bargaining between the employee representatives and
the Employer, which does not specifically provide for coverage of such Employee
under this Plan, (c) while employed by Sunflower Racing, Inc. or SR Food &
Beverage, Inc., or (d) while such Employee's benefits or conditions of
employment are subject to the California Racetrack Federation Association.

                                     -17-
<PAGE>

     3.2  Breaks in Service
          -----------------

          In the event that an Employee's Employment is terminated, and the
Employee later returns to Employment with an Employer, the following rules shall
apply for purposes of determining eligibility:

          3.2.1   In the case of an Employee who has or had a vested interest in
the Trust Fund, such Employee shall become a Participant immediately upon his
resumption of Employment.

          3.2.2   In the case of an Employee, all of whose interest in the Trust
Fund is a forfeitable interest, Years of Service before a One Year Break in
Service shall not be taken into account at any time if the number of consecutive
One-Year Breaks in Service equals or exceeds the greater of five (5) or the
aggregate number of Years of Service prior to such One Year Break in Service.
Such aggregate number of Years of Service before such One Year Break in Service
shall not include any Years of Service not required to be taken into account by
reason of any prior One Year Break in Service but shall include the Year of
Service beginning on or before the date upon which the Employee becomes eligible
to participate in the Plan. If an Employee's aggregate number of Years of
Service exceed the number of such One Year Breaks in Service, or if the Employee
does not incur five (5) or more consecutive One Year Breaks in Service, such
Employee shall become a Participant immediately upon his resumption of
Employment.

     3.3  Termination of Participation
          ----------------------------

          Participation of a Participant shall continue until such Participant's
Employment is terminated by retirement, death, Total Disability or otherwise.

     3.4  Leaves of Absence; Military Service
          -----------------------------------

          An Employee's Service shall not be considered terminated for purposes
of this Plan if the Employee has been on Leave of Absence with the consent of
the Employer, provided that he returns to the employ of the Employer at the
expiration of such Leave of Absence.  A Leave of Absence shall mean a leave
granted by the Employer, in accordance with rules uniformly applied to all
Employees, for reasons of health or public service or for reasons determined by
the Employer to be in its best interests.  An Employee's Employment shall
likewise not be deemed to have been terminated while the Employee is a member of
the Armed Forces of the United States, provided that he returns to the service
of the Employer within ninety (90) days (or such longer period as may be
prescribed by law) from the date he first became entitled to his discharge.  An
Employee who does not return to the employ of the Employer within ninety (90)
days following the end of the Leave of Absence, or within the required time in
case of service with the Armed Forces, shall be deemed to have terminated his
Employment as of the date when his Leave of Absence or military service ended
(unless such failure to return was the result of his death, Total Disability or
retirement after the attainment of his Normal Retirement Date).  An Employee's
Employment shall not be deemed to be terminated by reason of a Maternity or
Paternity Leave of Absence.  This Section 3.4 shall be applied in a manner which
is consistent with the provisions of the Uniformed Services Employment and
Reemployment Rights Act of

                                     -18-
<PAGE>

1994 (P.L. 101-353, 38 U.S.C. (S) 4318), and any regulations promulgated
thereunder, including any such provisions related to required Employer
Contributions for periods of military service.

     3.5  Committee to Determine Participants
          -----------------------------------

          Within ninety (90) days after each Entry Date, the Employer shall
certify to the Committee in writing such information from the Employer's records
with respect to Employees as the Committee may require in order to determine the
identity and interests of the Participants, and otherwise to perform its duties
hereunder.  Any such certification of information to the Committee pursuant to
this Plan shall, for all purposes of the Plan, be binding on all interested
parties; provided that whenever any Employee proves to the satisfaction of the
Employer that his period of Employment or his Compensation as so certified is
incorrect, the Employer shall correct such certification.  The determination of
the Committee as to the identity of the respective Participants and as to their
respective interests shall be binding upon the Employer, the Trustee, the
Employees, the Participants, and all Beneficiaries.

                                  ARTICLE IV
                                 CONTRIBUTIONS
                                 -------------

     4.1  Employer Contributions
          ----------------------

          4.1.1   The Employer shall reduce the cash compensation of each
Participant who so elects by an amount equal to any whole percentage of such
Participant's Compensation between and including one percent (1%) and fifteen
percent (15%), as directed by such Participant, and shall contribute such amount
to the Plan. Such contributions shall constitute the "Deferral Contributions"
for such Participant. Each Participant who desires to have Deferral
Contributions made on his behalf shall give written notice thereof to the
Committee in a form satisfactory to the Committee a number of days (which such
number shall be specified by the Committee from time to time, but shall be the
same number for all Participants at any given time) before the Entry Date on
which such Deferral Contributions are to begin. Each Participant may cause the
Employer to cease making Deferral Contributions on his behalf by giving the
Committee written notice a number of days (which such number shall be specified
by the Committee from time to time, but shall be the same number for all
Participants at any given time) before the date on which such Participant
desires Deferral Contributions on his behalf to cease. Each Participant may
resume or change the level of the Deferral Contributions made on his behalf as
of any Entry Date by giving written notice of such resumption or change to the
Committee a number of days (which such number shall be specified by the
Committee from time to time, but shall be the same number for all Participants
at any given time) before such Entry Date. The Committee shall determine whether
the amount which a Participant desires to have contributed on his behalf is at
one of the levels set forth above. If such amount is at one of the levels set
forth above, the Committee shall direct the Trustee to accept such Deferral
Contribution and to hold it in trust for such Participant. If such amount is not
at one of the levels set forth above, the Committee shall direct the Employer
not to reduce such Participant's cash contribution, and shall direct the Trustee
to reject any such Deferral

                                     -19-
<PAGE>

Contribution. Deferral Contributions shall be subject to the limitations set
forth in Section 4.16 and Section 4.1.8 of this Plan.

          4.1.2   In addition to the Deferral Contributions, the Employer may,
in its discretion, make contributions of cash to the Plan for a Plan Year as
"Regular Matching Contributions," which, if made, shall equal twenty five cents
($.25) for each dollar of Deferral Contributions made by a Participant;
provided, however, that the Employer shall not make Regular Matching
Contributions with respect to Deferral Contributions for a Participant which
exceed five percent (5%) of such Participant's Compensation for the Plan Year.

          4.1.3   In addition to the Deferral Contributions and Regular Matching
Contributions, the Employer may make contributions of cash to the Plan for a
Plan Year as "Discretionary Matching Contributions" based on the Active
Participants' Deferral Contributions for such Plan Year. The Board of Directors
will decide, in its discretion, whether the Employer will make Discretionary
Matching Contributions for a Plan Year, and, if so, the level of such
Discretionary Matching Contributions. The level of such Discretionary Matching
Contributions may be different for different levels of Deferral Contributions,
and may be zero above a specified level of Deferral Contributions.

          4.1.4   In addition to the Deferral Contributions, the Regular
Matching Contributions, and the Discretionary Matching Contributions, the
Employer, in its sole and absolute discretion, may elect for any Plan Year to
contribute in cash "Vested Matching Contributions" in an amount to be determined
by the Employer in its discretion, which shall be allocated among the
Participants who are Non-Highly Compensated Employees in the manner provided in
Section 5.1.4, and which shall be fully vested and non-forfeitable at all times.

          4.1.5   In addition to the Deferral Contributions, the Regular
Matching Contributions, the Discretionary Matching Contributions and the Vested
Matching Contributions, the Employer may also elect, in its sole and absolute
discretion, to contribute in cash for a Plan Year "Vested Nonelective
Contributions" which shall be in an amount to be determined by the Employer in
its discretion, allocated among Participants who are Non-Highly Compensated
Employees in the manner set forth in section 5.1.5, and fully vested and non-
forfeitable at all times.

          4.1.6   The total amount of Contributions under this Section 4.1 made
on behalf of all Participants for a Plan Year shall not exceed fifteen percent
(15%) of the total Compensation paid to all Participants during such Plan Year,
plus the amount of any credit for contribution carryovers to which the Employer
is entitled under Section 404(a)(3) of the Code.

          4.1.7   The contribution attributable to each Participant shall be
made by his Employer. If a Participant has been employed by more than one
Employer during any year, each Employer shall be responsible for the portion of
the contributions attributable to the Compensation earned by the Participant
from such Employer.

                                     -20-
<PAGE>

          4.1.8   Notwithstanding anything to the contrary herein contained,
Employer Contributions shall be, and hereby are, made subject to the conditions
that (a) the Plan and Trust qualify as a tax exempt plan under Section 401 of
the Code, (b) such contributions are deductible under Section 404 of the Code
and (c) such contributions are not made as a result of a mistake of fact. In the
event that the Commissioner of Internal Revenue determines that the Plan and
Trust do not so qualify, any Employer Contributions made while the Plan and
Trust have not qualified shall be repaid to the Employer, in whole or in part,
by the Trustee, within one (1) year after the date of the denial of
qualification of the Plan and Trust. In the event that the Commissioner of
Internal Revenue determines that a deduction for the Employer Contributions
shall be disallowed, the excess of such contributions over the amount that would
have been contributed had there not occurred a mistake in determining the
deductibility of the contributions shall be repaid to the Employer, in whole or
in part, by the Trustee, within one (1) year after the disallowance of the
deduction. In the case of Employer Contributions which are made by reason of
mistake of fact, the excess of such contributions over the amount that would
have been contributed had there not occurred a mistake of fact shall be repaid
to the Employer, in whole or in part, by the Trustee, within one (1) year after
the payment of the contributions. With respect to contributions for which a
deduction is disallowed or made by reason of mistake of fact, (1) earnings
attributable to the excess contributions shall not be returned to the Employer,
(2) losses attributable thereto shall reduce the amount to be repaid and (3) if
the repayment of the excess would cause the balance of a Participant's
Participant Account to be reduced to less than the amount of the Participant's
Participant Account had the excess contributions not been made, the amount of
the repayment shall be limited to the excess of the excess contributions over
the amount of the Participant's Participant Account had the excess contributions
not been made. Any amounts repaid to the Employer by the Trustee pursuant to
this Section 4.1.8 shall be repaid without liability therefor on the part of the
Trustee to any Participant, Beneficiary or any other person.

     4.2  Time for Payment
          ----------------

          The Employer may make payment of its contributions for any Plan Year
on any date or dates it elects; provided, however, that (a) the total amount of
its Regular Matching Contributions, Discretionary Matching Contributions, Vested
Matching Contributions and Vested Discretionary Contributions for each taxable
year shall be paid in full not later than the date prescribed by federal income
tax law to entitle the Company to a deduction for the Plan Year with respect to
which such contributions are made, and (b) the Deferral Contributions shall be
paid in full not later than such time as may be required by regulations
promulgated by the Department of Labor under the Act.

     4.3  Dollar Limit on Deferral Contributions
          --------------------------------------

          4.3.1   Deferral Contributions made to this Plan on behalf of any
Participant during any calendar year shall not exceed Ten Thousand Dollars
($10,000.00), reduced by all contributions made by or on behalf of such
Participant for such calendar year to: (a) any qualified cash or deferred
arrangement as defined in Section 401(k) of the Code maintained by the Employer
or any other employer to the extent such contribution is not includible in such
Participant's gross income for such calendar year under Section 402(e)(3); (b) a
simplified employee pension as defined in section 408(k) of the Code maintained
by the

                                     -21-
<PAGE>

Employer or any other employer to the extent such contribution is not includible
in the Participant's gross income for such calendar year under Section
402(h)(1)(B) of the Code; (c) an annuity contract under Section 403(b) under a
salary reduction agreement within the meaning of Section 3121(a)(5)(D) to the
extent such contribution is not includible in the Participant's gross income for
such calendar year under Section 403(b) of the Code; (d) any eligible deferred
compensation plan under Section 457 of the Code; or (e) under a trust described
in Section 501(c)(18) of the Code to the extent that such contribution is
deductible from such Participant's income for such calendar year under Section
501(c)(18) of the Code. Deferral Contributions for any calendar year made on
behalf of a Participant to this Plan in excess of the limitations set forth in
the preceding sentence are hereinafter referred to as "Excess Deferrals". Excess
Deferrals shall not include any deferrals properly distributed as excess Annual
Additions (as defined in Section 5.3.1). The amount of Ten Thousand Dollars
($10,000.00) set forth in this Section 4.3.1 shall be increased to reflect the
most recent adjustment for increases in the cost of living after 1998 published
by the Secretary of the Treasury pursuant to Section 415(d) of the Code. Any
such adjustment shall be effective as of January 1 of the calendar year.

          4.3.2   If Excess Deferrals are made on behalf of a Participant for a
calendar year, the Plan shall make a corrective distribution to such Participant
of such Excess Deferrals (and earnings thereon) during any calendar year if the
following conditions are satisfied:  (a) the Participant designates the
distribution as an Excess Deferral; (b) the correcting distribution is made
after the date on which the Plan received the Excess Deferral; and (c) the
Committee designates the distribution as a distribution of Excess Deferrals.
The earnings attributable to Excess Deferrals to be distributed under this
Section 4.3.2 shall be computed by multiplying the net amount of earnings,
income, gains or losses (whether or not realized) on Deferral Contributions made
by such Participant during such calendar year through the date of distribution
by a fraction, the numerator of which is the amount of Excess Deferrals made by
such Participant during such calendar year through the date of distribution, and
the denominator of which is the total Deferral Contributions made by such
Participant during such calendar year through the date of distribution.

          4.3.3   Not later than March 1 following the close of a calendar year,
a Participant may notify the Committee that Excess Deferrals were made on his
behalf to this Plan during such calendar year. A Participant is deemed to notify
the Committee of any Excess Deferrals that arise by taking into account only the
Deferrals made to this Plan and other plans of the Employer. Not later than
April 15 following the close of a calendar year in which Excess Deferrals were
made on behalf of a Participant to this Plan, this Plan shall make a corrective
distribution to such Participant of such Excess Deferrals and any income
allocable thereto. Income allocable to Excess Deferrals to be distributed under
this Section 4.3.3 shall include income allocable to the calendar year in which
such Excess Deferrals were made, but not income allocable to the period between
the end of such calendar year and the date of distribution. Income allocable to
the calendar year in which Excess Deferrals were made shall be calculated by
multiplying the net amount of earnings, income, gains or losses (whether or not
realized) on all Deferral Contributions made by such Participant during such
calendar year by a fraction, the numerator of which is the amount of Excess
Deferrals made by such Participant for such calendar year, and the denominator
of which is the total amount of such Participant's Deferral Contribution Account
(as defined in Section 4.11) at the end of such calendar year, reduced by
earnings, income and gains

                                     -22-
<PAGE>

allocable to such account for such calendar year and increased by losses
allocable to such account for such calendar year.

          4.3.4   The amount of Excess Deferrals which may be distributed under
this Section 4.3 to a Participant for any calendar year shall be reduced by the
Excess Contributions previously distributed to such Participant for the Plan
Year beginning with or within such calendar year.

     4.4  Actual Deferral Percentage Test
          -------------------------------

          4.4.1   For each Plan Year, the Actual Deferral Percentage of the
Highly Compensated Employees shall bear a relationship to the Actual Deferral
Percentage of the Non-Highly Compensated Employees for the preceding Plan Year
(or, if the Committee elects in the manner prescribed by the Secretary of the
Treasury, the Plan Year) which meets either of the following two tests:

                  4.4.1.1   the Actual Deferral Percentage of the Highly
Compensated Employees is not more than the Actual Deferral Percentage of the
Non-Highly Compensated Employees multiplied by 1.25, or

                  4.4.1.2   the Actual Deferral Percentage of the Highly
Compensated Employees is not more than the Actual Deferral Percentage of the
Non-Highly Compensated Employees multiplied by two (2), and is not more than two
(2) percentage points higher than the Actual Deferral Percentage of the Non-
Highly Compensated Employees, or such smaller number of percentage points as the
Secretary of the Treasury may prescribe.

          4.4.2   For purposes of this Section 4.4, the terms "Actual Deferral
Percentage," "Deferral Percentage" and "Excess Contributions" shall have the
following meanings:

                  4.4.2.1   For each Plan Year, the "Actual Deferral Percentage"
of the Highly Compensated Employees shall be the average of the Deferral
Percentages of all of the Highly Compensated Employees who are eligible to
participate in this Plan, and the "Actual Deferral Percentage" of Non-Highly
Compensated Employees shall be the average of the Deferral Percentages of all of
the Non-Highly Compensated Employees who are eligible to participate in this
Plan.

                  4.4.2.2   The "Deferral Percentage" for any Plan Year of an
Employee who is eligible to participate in this Plan shall be (i) the sum of the
Deferral Contributions, Vested Matching Contributions and Vested Nonelective
Contributions made by or on behalf of such Employee for such Plan Year
(including Excess Deferrals of any Highly Compensated Employee but excluding
Excess Deferrals of any Non-Highly Compensated Employee that arise solely under
this Plan or any other plan of the Employer), divided by (ii) such Employee's
Compensation for such Plan Year.

                  4.4.2.3   "Excess Contributions" for any Plan Year means the
Deferral Contributions made to the Plan on behalf of Participants who are Highly
Compensated Employees in excess of the limitations set forth in Section 4.4.1.

                                     -23-
<PAGE>

          4.4.3   If there are any Excess Contributions for any Plan Year, such
Excess Contributions and the income allocable thereto shall be distributed to
the Participants who are Highly Compensated Employees on or before the
Anniversary Date of the following Plan Year; provided, however, that the
Committee shall use its best efforts to cause such distribution to be made
within two and one-half (2 1/2) months after the Anniversary Date of such Plan
Year.  The amount of Excess Contributions to be distributed to each Participant
who is a Highly Compensated Employee shall be determined by (a) distributing
amounts to the Highly Compensated Employee on whose behalf the largest dollar
amount of Deferral Contributions were made for such Plan Year to the extent
required to (i) enable the Plan to satisfy the limitations of Section 4.4.1, or
(ii) cause such Highly Compensated Employee's dollar amount of Deferral
Contributions to equal the dollar amount of Deferral Contributions for the
Highly Compensated Employee having the next highest dollar amount of Deferral
Contributions for such Plan Year, and (b) such process shall be repeated until
this Plan satisfies the limitation of Section 4.4.1.  Income allocable to Excess
Contributions to be distributed to a Participant under this Section 4.4.3 shall
include income allocable to the Plan Year in which such Excess Contributions
were made, but not income allocable to the period between the end of such Plan
Year and the date of distribution.  Income allocable to the Plan Year in which
such Excess Contributions were made shall be calculated by multiplying the net
amount of earnings, income, gains or losses (whether or not realized) on all
Deferral Contributions, Vested Matching Contributions and Vested Nonelective
Contributions made by or on behalf of such Participant during such Plan Year by
a fraction, the numerator of which is the amount of such Excess Contributions
made by or on behalf of such Participant for such Plan Year, and the denominator
of which is the total balance in such Participant's Deferral Contribution
Account, Vested Matching Contribution Account and Vested Nonelective
Contribution Account on the Anniversary Date of such Plan Year, reduced by
earnings, income and gains allocable to such accounts for such Plan Year and
increased by losses allocable to such accounts for such Plan Year.

          4.4.4   For purposes of this Section 4.4, the Deferral Percentage of
any Highly Compensated Employee who is eligible to participate in this Plan
during the Plan Year and who is eligible to make deferral contributions, or to
receive qualified matching contributions or qualified non-elective contributions
allocated to his account under two or more plans described in Section 401(a) of
the Code or arrangements described in Section 401(k) of the Code which are
maintained by the Employer or an Affiliate, shall be determined as if all such
contributions and elective deferrals were made under a single plan. In the event
that this Plan satisfies the requirements of Sections 401(k), 401(a)(4) or
410(b) of the Code only if aggregated with one or more other plans, or if one or
more other plans satisfy the requirements of Sections 401(k), 401(a)(4) or
410(b) of the Code only if aggregated with this Plan, this Section 4.4 shall be
applied by determining the Deferral Percentages of all Employees eligible to
participate in this Plan as if all such plans were a single plan. Plans may be
aggregated to satisfy Section 401(k) of the Code only if they have the same plan
year. Notwithstanding the foregoing, certain plans shall be treated as separate
if mandatorily disaggregated under regulations under Section 401(k) of the Code.

          4.4.5   The amount of Excess Contributions to be distributed under
this Section 4.4 to a Highly Compensated Employee for a Plan Year shall be
reduced by any Excess Deferrals previously distributed to such Highly
Compensated Employee for the calendar year ending with or within such Plan Year.

                                     -24-
<PAGE>

     4.5  Actual Contribution Percentage Test
          -----------------------------------

          4.5.1   For each Plan Year, the Actual Contribution Percentage of the
Highly Compensated Employees shall bear a relationship to the Actual
Contribution Percentage of the Non-Highly Compensated Employees for the
preceding Plan Year (or, if the Committee elects in the manner prescribed by the
Secretary of the Treasury, the Plan Year) which meets either of the following
two tests:

                  4.5.1.1   the Actual Contribution Percentage of the Highly
Compensated Employees is not more than the Actual Contribution Percentage of the
Non-Highly Compensated Employees multiplied by 1.25, or

                  4.5.1.2   the Actual Contribution Percentage of the Highly
Compensated Employees is not more than the Actual Contribution Percentage of the
Non-Highly Compensated Employees multiplied by two (2), and is not more than two
(2) percentage points higher than the Actual Contribution Percentage of the Non-
Highly Compensated Employees, or such smaller number of percentage points as the
Secretary of the Treasury may prescribe.

          4.5.2   For purposes of this Section 4.5, the terms "Actual
Contribution Percentage," "Contribution Percentage" and "Excess Matching
Contributions" shall have the following meanings:

                  4.5.2.1   For each Plan Year, the "Actual Contribution
Percentage" of the Highly Compensated Employees shall be the average of the
Contribution Percentages of all of the Highly Compensated Employees who are
eligible to participate in this Plan, and the "Actual Contribution Percentage"
of Non-Highly Compensated Employees shall be the average of the Contribution
Percentages of all of the Non-Highly Compensated Employees who are eligible to
participate in this Plan.

                  4.5.2.2   The "Contribution Percentage" for any Plan Year of
an Employee who is eligible to participate in this Plan shall be (i) the sum of
the Regular Matching Contributions and Discretionary Matching Contributions made
by or on behalf of such Employee for such Plan Year (including Excess Matching
Contributions of any Highly Compensated Employee but excluding Excess Matching
Contributions of any Non-Highly Compensated Employee that arise solely under
this Plan or any other plan of the Employer), divided by (ii) such Employee's
Compensation for such Plan Year.

                  4.5.2.3   "Excess Matching Contributions" for any Plan Year
means the Regular Matching Contributions and Discretionary Matching
Contributions made to the Plan on behalf of Participants who are Highly
Compensated Employees in excess of the limitations set forth in Section 4.5.1
and Section 4.6; provided, however, that Regular Matching Contributions and
Discretionary Matching Contributions which are forfeited pursuant to Section 4.7
shall not be considered to be Excess Matching Contributions.

          4.5.3   If there are any Excess Matching Contributions for any Plan
Year, such Excess Matching Contributions and the income allocable thereto shall
be (a) forfeited to the extent not vested under Section 5.5 (provided, however,
that no Regular Matching Contributions or Discretionary Matching Contributions
which are so forfeited shall be

                                     -25-
<PAGE>

allocated to the Regular Matching Contribution Accounts or Discretionary
Matching Contribution Accounts of Highly Compensated Employees for whom Excess
Matching Contributions are forfeited or distributed under this Section 4.5.3),
or (b) distributed to the Participants who are Highly Compensated Employees on
or before the Anniversary Date of the following Plan Year; provided, however,
that the Committee shall use its best efforts to cause such distribution to be
made within two and one-half (2 1/2) months after the Anniversary Date of such
Plan Year. The amount of Excess Matching Contributions to be forfeited by or
distributed to each Participant who is a Highly Compensated Employee shall be
determined by (a) forfeiting amounts by or distributing amounts to the Highly
Compensated Employee on whose behalf the largest dollar amount of Regular
Matching Contributions and Discretionary Matching Contributions were made for
such Plan Year to the extent required to (i) enable the Plan to satisfy the
limitations of Sections 4.5.1 and 4.7, or (ii) cause such Highly Compensated
Employee's dollar amount of Regular Matching Contributions and Discretionary
Matching Contributions to equal the dollar amount of Regular Matching
Contributions and Discretionary Matching Contributions for the Highly
Compensated Employee having the next highest dollar amount of Regular Matching
Contributions and Discretionary Matching Contributions for such Plan Year, and
(b) such process shall be repeated until this Plan satisfies the limitations of
Sections 4.5.1 and 4.7. Income allocable to Excess Matching Contributions to be
distributed to a Participant under this Section 4.5.3 shall include income
allocable to the Plan Year in which such Excess Matching Contributions were
made, but not income allocable to the period between the end of such Plan Year
and the date of distribution. Income allocable to the Plan Year in which such
Excess Matching Contributions were made shall be calculated by multiplying the
net amount of earnings, income, gains or losses (whether or not realized) on all
Regular Matching Contributions and Discretionary Matching Contributions made on
behalf of such Participant during such Plan Year by a fraction, the numerator of
which is the amount of such Excess Matching Contributions made by or on behalf
of such Participant for such Plan Year, and the denominator of which is the
total balance in such Participant's Regular Matching Contribution Account and
Discretionary Matching Contributions Account on the Anniversary Date of such
Plan Year, reduced by earnings, income and gains allocable to such account for
such Plan Year and increased by losses allocable to such account for such Plan
Year.

          4.5.4   For purposes of this Section 4.5, the Contribution Percentage
of any Highly Compensated Employee who is eligible to participate in this Plan
during the Plan Year and who is eligible to receive matching contributions to
his account under two or more plans described in Section 401(a) of the Code or
arrangements described in Section 401(m) of the Code which are maintained by the
Employer or an Affiliate, shall be determined as if all such matching
contributions were made under a single plan. In the event that this Plan
satisfies the requirements of Sections 401(m), 401(a)(4) or 410(b) of the Code
only if aggregated with one or more other plans, or if one or more other plans
satisfy the requirements of Sections 401(m), 401(a)(4) or 410(b) of the Code
only if aggregated with this Plan, this Section 4.5 shall be applied by
determining the Contribution Percentages of all Employees eligible to
participate in this Plan as if all such plans were a single plan. Plans may be
aggregated to satisfy Section 401(m) of the Code only if they have the same plan
year. Notwithstanding the foregoing, certain plans shall be treated as separate
if mandatorily disaggregated under regulations under Section 401(m) of the Code.

                                     -26-
<PAGE>

     4.6  No Multiple Use
          ---------------

          Regular Matching Contributions and Discretionary Matching
Contributions made on behalf of Participants who are Highly Compensated
Employees shall be deemed to constitute Excess Matching Contributions for any
Plan Year in which the sum of the Actual Deferral Percentage and the Actual
Contribution Percentage of Participants who are Highly Compensated Employees
exceeds the greater of (a) the sum of (i) one-hundred twenty-five percent (125%)
of the greater of Actual Deferral Percentage of the Non-Highly Compensated
Employees for the preceding Plan Year (or, if the Committee elects in the manner
prescribed by the Secretary of the Treasury, the Plan Year) or the Actual
Contribution Percentage of the Non-Highly Compensated Employees for the
preceding Plan Year (or, if the Committee elects in the manner prescribed by the
Secretary of the Treasury, the Plan Year), and (ii) the lesser of two hundred
percent (200%) or two (2) plus the lesser of such Actual Deferral Percentage of
such Non-Highly Compensated Employees or such Actual Contribution Percentage of
such Non-Highly Compensated Employees, or (b) the sum of (i) one-hundred twenty-
five percent (125%) of the lesser of such Actual Deferral Percentage of such
Non-Highly Compensated Employees or such Actual Contribution Percentage of such
Non-Highly Compensated Employees, and (ii) the lesser of two hundred percent
(200%) or two (2) plus the greater of such Actual Deferral Percentage of such
Non-Highly Compensated Employees or such Actual Contribution Percentage of such
Non-Highly Compensated Employees.

     4.7  Corrective Forfeiture of Regular Matching Contributions And
          -----------------------------------------------------------
Discretionary Matching Contributions
------------------------------------

          If any Excess Contributions are distributed under Section 4.4.3 for
any Plan Year to Highly Compensated Employees, Regular Matching Contributions
and Discretionary Matching Contributions made on account of such Excess
Contributions, plus income allocable to such Regular Matching Contributions and
Discretionary Matching Contributions (determined as though such Regular Matching
Contributions and Discretionary Matching Contributions were Excess Matching
Contributions under Section 4.5.3), shall be forfeited by such Highly
Compensated Employees.  Such forfeiture shall occur even if such Regular
Matching Contributions and Discretionary Matching Contributions would otherwise
be vested under Section 5.5.  Any Regular Matching Contributions or
Discretionary Matching Contributions which are forfeited under this Section 4.7
shall be treated as a forfeiture under Sections 5.2 and 7.6 as of the last day
of the month in which the distribution of the related Excess Contributions
occurs.

     4.8  Rollover Contributions
          ----------------------

          Subject to the approval of the Committee and of the Trustee, any
Participant may contribute from time to time any amount, in cash or other
property valued at its fair market value, determined as of the date of
contribution, which constitutes a rollover contribution within the meaning of
Sections 402(c), 403(a)(4) and 408(d)(3) of the Code.

     4.9  No Voluntary Contributions
          --------------------------

          No Participant may make any voluntary contributions to the Trust Fund.

                                     -27-
<PAGE>

     4.10  Transfers From Other Qualified Plans
           ------------------------------------

           Notwithstanding any other provision hereof, there may be transferred
to the Trustee, subject to the approval of the Committee and of the Trustee, all
or any of the assets held (whether by a trustee, custodian or otherwise) on
behalf of any other plan which satisfies the applicable requirements of Section
401(a) of the Code and which is maintained for the benefit of any persons who
are or are about to become Participants in this Plan.

     4.11  Participant Accounts
           --------------------

           The Committee shall maintain a Participant Account for each
Participant which shall show the dollar value of his current interest in the
Trust Fund as of each Valuation Date.  Such dollar value shall be his interest
in the Trust Fund until the next Valuation Date.  The Committee may, in its
discretion, designate any other date as an interim Valuation Date to reflect any
substantial change in the fair market value of the Trust Fund from the preceding
Valuation Date, or otherwise.  Within the Participant Account of each
Participant, the Committee shall maintain separate sub-accounts for Rollover
Contributions made by such Participant and amounts transferred to this Plan
under Section 4.10 for the benefit of such Participant and the earnings, losses
and gains thereon (the "Rollover Contribution Account"), the Deferral
Contributions made on behalf of such Participant and the earnings, losses and
gains thereon (the "Deferral Contribution Account"), the Regular Matching
Contributions made on behalf of such Participant and the earnings, losses and
gains thereon (the "Regular Matching Contribution Account"), the Discretionary
Matching Contributions made on behalf of such Participant and the earnings,
losses and gains thereon (the "Discretionary Matching Contribution Account"),
the Vested Matching Contributions made on behalf of such Participant and the
earnings, losses and gains thereon (the "Vested Matching Contribution Account"),
and the Vested Nonelective Contributions made on behalf of such Participant and
the earnings, losses and gains thereon (the "Vested Nonelective Contribution
Account").  Except for the maintaining of such sub-accounts, Rollover
Contributions and amounts transferred to this Plan under Section 4.10 shall be
held and administered in the same manner as the Employer Contributions, and the
Trustee is authorized to hold Rollover Contributions and amounts transferred to
this Plan under Section 4.10 and all other contributions to the Plan in the
common Trust Fund, without segregation of assets.

                                     -28-
<PAGE>

                                   ARTICLE V
               DETERMINATION AND VESTING OF EMPLOYEES' INTERESTS
               -------------------------------------------------

     5.1  Allocation to Participant Accounts
          ----------------------------------

          The Participant Account of each Participant shall be credited with the
following amounts:

          5.1.1   Allocation of Deferral Contributions: Deferral Contributions
                  ------------------------------------
for each Plan Year to the Trust Fund shall be allocated among the Deferral
Contribution Accounts of the Participants in the actual amounts contributed by
or for such Participants.

          5.1.2   Allocation of Regular Matching Contributions:  Regular
                  --------------------------------------------
Matching Contributions for each Plan Year to the Trust Fund shall be allocated
among the Regular Matching Contribution Accounts of the Participants in the
actual amounts contributed for such Participants.

          5.1.3   Allocation of Discretionary Matching Contributions:  The
                  --------------------------------------------------
Discretionary Matching Contributions for each Plan Year to the Trust Fund shall
be allocated on the Anniversary Date to the Discretionary Matching Contribution
Accounts of the Participants in the following order of priority:

                  (a)   First, an amount shall be allocated to the Discretionary
Matching Contribution Account of each Participant whose Employment with the
Employer was terminated, who later returned to Employment with the Employer and
who is entitled to have the amount of his forfeiture restored under the
provisions of Section 7.7, in an amount necessary to restore any such
forfeiture; and

                  (b)   Thereafter, the balance of the Discretionary Matching
Contributions for such Plan Year shall be allocated to the Discretionary
Matching Contribution Account of each Active Participant in proportion to such
Active Participant's Deferral Contributions at the levels determined by the
Board of Directors under Section 4.1.3.

          5.1.4   Allocation of Vested Matching Contributions:  Vested Matching
                  -------------------------------------------
Contributions for each Plan Year to the Trust Fund shall be allocated on the
Anniversary Date among the Vested Matching Contribution Accounts of the
Participants who are Non-Highly Compensated Employees in the actual amounts
contributed for such Participants.

          5.1.5   Allocation of Vested Nonelective Contributions:  Vested
                   ---------------------------------------------
Nonelective Contributions for each Plan Year to the Trust Fund shall be
allocated on the Anniversary Date to the Vested Nonelective Contribution
Accounts of the Participants who are Non-Highly Compensated Employees in the
amounts which the Committee determines are necessary for the Plan to pass the
actual deferral percentage test of Section 4.4 for the Plan Year; provided,
however, that the Vested Nonelective Contributions need not be allocated to all
Participants who are Non-Highly Compensated Employees, or among such
Participants in the ratio which their respective Compensation for such Plan Year
bears to the total Compensation of all Participants for such Plan Year who were
Non-Highly Compensated Employees.

                                     -29-
<PAGE>

          5.1.6   Allocation of Earnings of Trust Fund:  Earnings, losses,
                  ------------------------------------
expenses, gains and changes in value of the Trust Fund shall be allocated to the
Participant Accounts of all Participants as of each Valuation Date, but no less
frequently than annually.  The amounts of such earnings, losses, expenses, gains
and changes in value to be allocated to the Participant Account of a Participant
shall bear the same ratio to the total amounts of such earnings, losses, gains
and changes in value as the dollar value of such Participant's Participant
Account (exclusive of cash values of life insurance contracts which the
Committee determines are for the benefit of an insured Participant) prior to the
allocation under this Section 5.1.6 and prior to the allocation of Contributions
under Sections 5.1.1, 5.1.2, 5.1.3, 5.1.4, and 5.1.5 bears to the total dollar
value of all Participant Accounts prior to such allocations.  Earnings, losses,
gains and changes in value allocated to the Participant Account of a particular
Participant pursuant to this Section 5.1.6 shall be further allocated to such
Participant's Deferral Contribution Account, Regular Matching Contribution
Account, Discretionary Matching Account, Vested Matching Contribution Account
and Vested Nonelective Contribution Account in the ratio which the dollar value
of each of such accounts prior to the allocations under Sections 5.1.1, 5.1.2,
5.1.3, 5.1.4, and 5.1.5 and prior to the allocation under this Section 5.1.5
bears to the dollar value of such Participant's entire Participant Account prior
to such allocations.  Dividends and interest earned on any life insurance
contract which the Committee determines are for the benefit of an insured
Participant shall be allocated to the Participant Account of such Participant.
Notwithstanding the foregoing, if the assets in a Participant's Participant
Account are invested in one or more investment funds, pools, or vehicles at the
direction of the Participant as described in Section 2.3.5, such Participant's
Participant Account shall be increased by the amount of any earnings, gains and
increases in value, and decreased by the amount of any losses, expenses and
decreases in value, which actually resulted from the investment of the assets in
his Participant Account in such investment funds, pools, or vehicles during the
Plan Year.

     5.2  Forfeitures
          -----------

          All amounts representing forfeitures, as described in Section 7.6,
shall be applied to reduce the Regular Matching Contributions and Discretionary
Matching Contributions to be made by the Employer, and, as such, shall be
allocated to the Regular Matching Contribution Accounts of the Participants in
the manner set forth in Section 5.1.2 or the Discretionary Matching Contribution
Accounts of the Participants in the manner set forth in Section 5.1.3; provided,
however, that no such forfeitures shall be allocated for a Plan Year to any
Participants who are Highly Compensated Employees and who have Excess Matching
Contributions for such Plan Year.

     5.3  Overall Contribution Limitation
          -------------------------------

          Notwithstanding the foregoing provisions of this Article V:

          5.3.1   In any Plan Year, the Annual Additions allocated to the
Participant Accounts of any Participant, together with the Annual Additions
allocated to his account in any other defined contribution plan, as defined in
Section 414(i) of the Code, maintained by an Employer shall not exceed the
lesser of (1) twenty-five percent (25%) of such Participant's Compensation, or
(2) $30,000.00. Any adjustment pursuant to Section 415(d)

                                     -30-
<PAGE>

of the Code shall be effective as of January 1 of the calendar year and shall
apply with respect to the Limitation Year ending with or within such calendar
year. For purposes of this Section 5.3, "Annual Additions" shall mean the sum
for any Plan Year of (1) the Employer Contributions allocated to a Participant's
Participant Account, (2) the amount of such Participant's employee contributions
and voluntary employee contributions to all defined contribution plans
maintained by the employer, (3) forfeitures allocated to the Participant, and
(4) any amount attributable to post-retirement medical benefits which an
Employer allocates to an account maintained for the Participant under Section
419A(d)(1) of the Code, or any amount described in Section 415(a)(1) of the
Code. The percentage-of-Compensation limitation set forth in clause (1) of the
first sentence of this Section 5.3.1 shall not apply to any amount attributable
to post-retirement medical benefits which an Employer allocates to an account
maintained for the Participant under Section 419A(d)(1) of the Code which is
otherwise treated as an Annual Addition or to any amount described in Section
415(a)(1) of the Code which is otherwise treated as an Annual Addition. The
Annual Addition for any Limitation Year beginning before January 1, 1987 shall
not be recomputed to treat all employee contributions as part of such Annual
Addition; but only the lesser of the amount of a Participant's employee
contributions in excess of six percent (6%) of his Eligible Compensation or one-
half ( 1/2) of his employee contributions to all defined contribution plans
maintained by the Employer shall be included in any such Annual Addition. The
term "Annual Additions" shall not include the amount of any rollover
contributions as that term is used in Section 415(c)(2) of the Code. The Plan
Year shall be the "Limitation Year" under Section 415 of the Code.

          5.3.2   For any Limitation Year beginning on or before December 31,
1999 in which the Employer maintains a defined benefit plan in addition to this
Plan, if the Annual Addition to a Participant's Participant Account in a Plan
Year would cause the sum of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction, as defined below, to exceed 1.0 for such Plan Year,
any amount which would have been allocated to a Participant's Participant
Account which would have caused the sum of the aforementioned fractions to
exceed 1.0 shall be reallocated pursuant to Section 5.1.1. If, after applying
Section 5.1.1, there still remains any amount which will cause the sum of the
aforementioned fractions to exceed 1.0, then such amounts shall be used to
reduce Employer Contributions for the current or next succeeding Plan Year. For
the purpose of this Section 5.3.2, "Defined Benefit Plan Fraction" shall mean a
fraction for any Plan Year (a) the numerator of which is the projected annual
benefit of the Participant under the defined benefit plan (determined as of the
Anniversary Date), and (b) the denominator of which is the lesser of (i) the
maximum dollar limitation for such Plan Year in effect under Section
415(b)(1)(A) of the Code multiplied by 1.25, or (ii) the amount determined under
the percentage-of-compensation limitation of Section 415(b)(1)(B) of the Code
for such Plan Year multiplied by 1.4. If an Employee was a Participant as of the
first day of the first Limitation Year (as defined in Section 5.9.10) beginning
after December 31, 1986 in one or more defined benefit plans maintained by the
Employer which were in existence on May 6, 1986 and which (individually and in
the aggregate) satisfied the requirements of Section 415 of the Code for all
Limitation Years beginning before January 1, 1987, the denominator of the
Defined Benefit Plan Fraction shall not be less than one hundred twenty-five
percent (125%) of the sum of the annual benefits under such plans which such
Participant had accrued as of the close of the last Limitation Year beginning
before January 1, 1987, disregarding any changes in the terms and conditions of
such plans after May 5, 1986. For

                                     -31-
<PAGE>

the purpose of this Section 5.3.2, "Defined Contribution Plan Fraction" shall
mean a fraction for any Plan Year (a) the numerator of which is the sum of the
Annual Additions to the Participant Account (determined as of the Anniversary
Date), and (b) the denominator of which is the sum for all of the Participant's
Years of Service of the lesser for each such Year of Service of (i) the dollar
limitation in effect for such Plan Year under Section 415(c)(1)(A) of the Code
(determined without regard to the special limitation for employee stock
ownership plans under Section 415(c)(6) of the Code) multiplied by 1.25, or (ii)
the amount determined under the applicable percentage-of-compensation limitation
for such Plan Year multiplied by 1.4. If this Plan was in existence on or before
July 1, 1982, the Committee may elect to compute the defined contribution
fraction for any Plan Year ending after December 31, 1982 by taking into account
for the denominator of such fraction for each Participant for all Plan Years
ending before January 1, 1983 an amount equal to the product of (A) the amount
of the denominator determined under Section 415(e)(3)(B) (as in effect for the
Plan Year ending in 1982) for all Plan Years ending in or before 1982,
multiplied by (B) a fraction, the numerator of which is the lesser of (I)
$51,875.00 or (II) 1.4 multiplied by twenty five percent (25%) of the
Participant's Eligible Compensation for the Plan Year ending in 1981, and the
denominator of which is the lesser of (i) $41,500.00 or (ii) twenty five percent
(25%) of the Participant's Eligible Compensation for the Plan Year ending in
1981. If this Plan satisfied the applicable requirements of Section 415 of the
Code as in effect for all Limitation Years beginning before January 1, 1987, an
amount shall be subtracted from the numerator of the Defined Contribution Plan
Fraction (not exceeding such numerator) as prescribed by the Secretary of the
Treasury so that the sum of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction computed under Section 415(e)(1) of the Code (and
pursuant to the provisions of this Plan effective as of May 1, 1987) does not
exceed 1.0 for such Limitation Year beginning before January 1, 1987.

          5.3.3   In the event that corrective adjustments in any Participant's
Participant Account are required pursuant to Sections 5.3.1 or 5.3.2, the Annual
Addition to such accounts shall be reduced by corrective adjustments made in the
following order of precedence:

                         (1)   Return to such Participant all or a portion of
such Participant's employee contributions or voluntary contributions made to any
defined contribution plan of the employer;

                         (2)   Return to such Participant of all or a portion
of his elective deferral contributions (within the meaning of Section 402(g)(3)
of the Code) pursuant to any salary deferral plan under Section 401(k) of the
Code;

                         (3)   Apply such excess amount to reduce Employer
Contributions and forfeitures allocated to such Participant in the next
Limitation Year, and, if necessary, in each succeeding Limitation Year, if the
Participant remains a participant in the Plan at the end of such Limitation
Year;

                         (4)   Hold the excess amount unallocated in a suspense
account, which such suspense account shall be applied to reduce Employer
Contributions allocated to all remaining Participants in the next Limitation
Year, and, if necessary, each

                                     -32-
<PAGE>

succeeding Limitation Year. If a suspense account is in existence at any time
during a Limitation Year pursuant to this Section 5.3.3, (a) such suspense
account shall not participate in the allocation of investment gains and losses,
and (b) all amounts in such suspense account must be allocated and reallocated
to Participants' accounts before any Employer Contribution or any Employee
Contributions may be made to the Plan for such Limitation Year. Excess amounts
may not be distributed to Participants or former Participants;

                         (5)   If a Participant's Annual Additions under this
Plan and all other defined contribution plans, welfare benefit funds, or
individual medical accounts maintained by an Employer would result in an excess
amount for a Limitation Year, such excess amount shall be deemed to consist of
the Annual Additions last allocated, except that Annual Additions attributable
to a simplified employee pension will be deemed to have been allocated first,
followed by Annual Additions to a welfare benefit fund or individual medical
account, regardless of the actual allocation date;

                         (6)   If the allocation date of this Plan coincides
with the allocation date of any other defined contribution plan, welfare benefit
fund, or individual medical account maintained by an Employer, the excess amount
attributable to this Plan shall be the product of: (a) the total excess amount
allocated as of such date, multiplied by (b) the ratio of (i) the Annual
Addition allocated to the Participant for such Limitation Year as of such
allocation date under this Plan, to (ii) the total Annual Additions allocated to
the Participant for such Limitation Year as of such allocation date under this
Plan and all other defined contribution plans, welfare benefit funds, and
individual medical accounts maintained by an Employer; and

                         (7)   Corrective adjustments made pursuant to the
provisions of each defined benefit plan maintained by the employer.

     5.4  Certain Compensation
          --------------------

          In the event that in any year any Participant's total Compensation,
including the amount of the Employer Contribution and forfeitures allocated to
the Participant Account of such a Participant pursuant to this Plan (hereinafter
referred to as "Total Compensation") is found to be unreasonable in amount and
results in the disallowance of a deduction to the Employer in the Plan Year in
which a final determination is made with respect to the deductibility of such
Total Compensation the Employer Contribution allocated to the Participant
Account of such Participant with respect to the year in question shall be
reduced by an amount which is proportionate to the amount of Total Compensation
for which a deduction is disallowed divided by the amount of Total Compensation
for which the Employer has taken a deduction.  Such excess contribution, and any
earnings thereon, shall be reallocated to the remaining Participants in the same
proportions provided in Sections 5.1.2 or 5.1.3 herein in the year of such final
determination.  To the extent that the excess contribution, together with
amounts already contributed to the Plan, exceeds the limitation with respect to
the deductibility of Employer Contributions contained in Section 404(a)(3) of
the Code, such amount shall constitute a contribution carryover.

                                     -33-
<PAGE>

     5.5  Vesting of Participants' Interests
          ------------------------------------


          5.5.1   A Participant's interest shall become vested to the extent of
the sum of (1) the total of his Rollover Contribution Account, Deferral
Contribution Account, Vested Matching Contribution Account, and Vested
Nonelective Contribution Account, and (2) the following scheduled percentages of
the such Participant's Regular Matching Contribution Account and Discretionary
Matching Contribution Account:

               Years of Service                Fraction Vested
               ----------------                ---------------
               Less than  1                     0
                          1                    20%
                          2                    40%
                          3                    60%
                          4                    80%
                          5 or more            100%

provided, that when any Participant reaches his Normal Retirement Date, dies or
suffers Total Disability while an Employee of the Employer, his entire interest
in his Regular Matching  Contributions Account and Discretionary Matching
Contributions Account shall become fully vested without regard to his Years of
Service; and provided, further, that, notwithstanding the schedule set forth
above, the Regular Matching Contributions and Discretionary Matching
Contributions (and earnings allocable thereto) of a Participant who is a Highly
Compensated Employee may be forfeited as set forth in Section 4.7.  Any portion
of the interest of a Participant which has not become vested, as herein
provided, shall be a forfeitable interest.  Any interest in the Trust Fund shall
be and become payable to such Participant or his Beneficiaries only as and to
the extent provided in this Plan; and a Participant or former Participant who
dies having designated a Beneficiary shall cease to have any interest hereunder
in the Trust Fund or in his Participant Account, and his Beneficiary shall
become entitled to payment thereof as herein provided by virtue of the terms of
this Plan and not as a result of any transfer of said interest or Participant
Account.

          5.5.2   For purposes of computing Years of Service for use in the
application of Section 5.5.1, the following rules shall apply and, except as
otherwise provided by said rules, all Years of Service shall be taken into
account:

                  (a)   In the case of any Employee who has or had a One Year
Break in Service, Years of Service before such One Year Break in Service shall
not be taken into account until he has completed one (1) Year of Service after
his return.

                  (b)   In the case of a Participant all of whose interest in
the Trust Fund derived from Employer Contributions is a forfeitable interest,
Years of Service before a One Year Break in Service shall not be taken into
account at any time if the number of consecutive One Year Breaks in Service
equals or exceeds the greater of five (5) or the aggregate number of Years of
Service prior to such One Year Breaks in Service. Such aggregate number of Years
of Service before such One Year Breaks in Service shall not

                                     -34-
<PAGE>

include any Years of Service not required to be taken into account by reason of
any prior One Year Break in Service.

                  (c)   Years of Service subsequent to any Participant's
incurring five (5) consecutive One Year Breaks in Service shall not be taken
into account for purposes of calculating the percentage of vesting of that
portion of such Participant's Participant Account which is attributable to
Employer Contributions made prior to such One Year Breaks in Service.

     5.6  Election of Former Vesting Schedule
          -----------------------------------

          In the event the vesting schedule of this Plan is amended, any
Participant who has completed at least three (3) Years of Service may elect to
have his vested interest in Employer Contributions and earnings thereon
determined without regard to such amendment by notifying the Committee in
writing during the election period as hereafter defined.  The election period
shall begin on the date such amendment is adopted and shall end no earlier than
the latest of the following dates:

                  (a)   the date which is sixty (60) days after the date the
amendment is adopted;

                  (b)   the date which is sixty (60) days after the day the
amendment becomes effective; or

                  (c)   the date which is sixty (60) days after the day the
Participant is issued written notice of the amendment by the Employer or the
Committee. Such election shall be available only to an individual who is a
Participant at the time such election is made and such election shall be
irrevocable.

     5.7  Changes in Vesting Schedule
          ---------------------------

          In the event that the vesting schedule of this Plan is amended, the
vested interest of any person who is a Participant on the date such amendment is
adopted, or on the effective date of such amendment, if later, shall not be less
than the vested interest computed under the Plan without regard to such
amendment.

                                     -35-
<PAGE>

                                  ARTICLE VI
                               TOP HEAVY STATUS
                               ----------------

     6.1  Definitions Relating to Top Heavy Status
          ----------------------------------------

          For purposes of this Article VI, the following terms are defined as
follows:

          6.1.1   "Aggregate Account" means, with respect to a participant in a
defined contribution plan, such participant's account balance as of the most
recent valuation date occurring within the twelve (12) month period ending on
the Determination Date, adjusted as provided in Sections 6.1.1(a) and 6.1.1(b).

                  (a)   In the case of a defined contribution plan which is not
subject to the minimum funding requirements of Section 412 of the Code, the
Aggregate Account shall include the amount of any contribution allocated to such
participant's account which is actually made after the valuation date but on or
before the Determination Date; provided, however, that in the first plan year of
such defined contribution plan, such Aggregate Account shall also include the
amount of any contribution made after the Determination Date which is allocated
to the account of such participant as of any date in such first plan year. In
the case of a defined contribution plan which is subject to the minimum funding
requirements of Section 412 of the Code, the Aggregate Account of a participant
shall include contributions which would be allocated to such participant as of
any date which is not later than the Determination Date, even though such
amounts are not required to be contributed to the plan as of such date.

                  (b)   The Aggregate Account of a participant in a defined
contribution plan shall include the following:

                        (1)   Any distributions made from such defined
contribution plan to such participant within the plan year which includes the
Determination Date, and within the four (4) preceding plan years; provided,
however, that the Aggregate Account of a participant shall not include
distributions made after the valuation date but before the Determination Date,
to the extent that such distributions are already included in such participant's
Aggregate Account as of the valuation date.

                        (2)   All employee contributions, whether voluntary or
mandatory, and all employer contributions attributable to a salary reduction or
similar arrangement.

                        (3)   All Unrelated Rollovers (as defined in Section
6.1.1(c)) accepted by such defined contribution plan on behalf of such
participant before January 1, 1984, and all Related Rollovers (as defined in
Section 6.1.1(c)) accepted by such defined contribution plan on behalf of such
participant.

                  (c)   For purposes of this Section 6.1.1 and Section 6.1.6, a
"Related Rollover" means a rollover or plan-to-plan transfer not initiated by
the participant, or made to a plan maintained by the same employer from which
such rollover or transfer is made. For purposes of this Section 6.1.1 and
Section 6.1.6, an "Unrelated Rollover" means a rollover or a plan-to-plan
transfer initiated by the participant and made from a plan maintained by one
employer to a plan

                                     -36-
<PAGE>

maintained by another employer. For purposes of Section 6.1.1(b) and Section
6.1.6(b), all Unrelated Rollovers shall be deemed to be distributions, but no
Related Rollover shall be deemed to be a distribution. In determining whether a
rollover or plan-to-plan transfer is made between plans maintained by different
employers, all employers aggregated under Section 414(b), (c) or (m) of the Code
shall be treated as being the same employer.

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

          6.1.3   "Key Employee" means any employee or former employee (and any
beneficiaries of any such employee or former employee) who, at any time during
the plan year or any of the preceding four (4) plan years, is one or more of the
following:

                  (a)   An officer of the employer having annual Compensation
greater than one hundred fifty percent (150%) of the dollar limitation in effect
under Section 415(c)(1)(A) of the Code; provided, however, that not more than
fifty (50) employees (or, if less, the greater of three (3) or ten percent (10%)
of the employees of all employers required to be aggregated under Sections
414(b), (c) and (m) of the Code) shall be treated as officers.

                  (b)   One of the ten (10) employees who has annual
Compensation from the employer which exceeds the dollar limitation in effect
under Section 415(c)(1)(A) of the Code and who owns, or is considered as owning,
within the meaning of Section 318 of the Code, the largest interests (but not
less than one-half of one percent ( 1/2%)) in any employer required to be
aggregated under Sections 414(b), (c) or (m) of the Code; provided, however,
that if two (2) employees have the same interest in the employer, the employee
having greater annual compensation from the employer shall be treated as having
a larger interest.

                  (c)   A "Five Percent Owner" of the employer. The term "Five
Percent Owner" means any person who owns (or is considered as owning within the
meaning of Section 318 of the Code) more than five percent (5%) of the
outstanding stock of the employer, or stock possessing more than five percent
(5%) of the total combined voting power of all stock in the employer, or, in the
case of an unincorporated business, any person who owns more than five percent
(5%) of the capital or profits interest in such employer.

                  (d)   Any employee who (a) receives annual Compensation from
the employer of more than One Hundred Fifty Thousand Dollars ($150,000.00), and
(b) owns (or is considered as owning within the meaning of Section 318 of the
Code) more than one percent (1%) of the outstanding stock of the employer, or
stock possessing more than one percent (1%) of the total combined voting power
of all stock of the employer, or, in the case of an unincorporated employer, any
person who owns more than one percent (1%) of the capital or profits interest in
such employer.

          6.1.4   "Non-Key Employee" means any employee who is not a Key
Employee.

                                     -37-
<PAGE>

          6.1.5   "Permissive Aggregation Group" means all plans included in a
Required Aggregation Group (as defined in Section 6.1.7), and any other plan
which is not required to be included in the Required Aggregation Group, provided
that the resulting group of plans, taken as a whole, satisfies the non-
discrimination provisions of Section 401(a)(4) of the Code and the coverage
provisions of Section 410 of the Code.

          6.1.6   "Present Value of Accrued Benefit" means, with respect to a
participant in a defined benefit plan, the present value of such participant's
accrued benefit as of the plan's most recent valuation date occurring within the
twelve (12) month period ending on the Determination Date, computed as provided
in Section 6.1.6(a), and adjusted as provided in Section 6.1.6(b).

                  (a)   The accrued benefit of any Non-Key Employee shall be
determined (i) under the method, if any, which is used for accrual purposes for
all defined benefit plans of the Employer and its Affiliates, or (ii) if there
is no such method, as if benefits accrued not more rapidly than the slowest
accrual rate permitted under Section 411(b)(1)(C) of the Code. The Present Value
of Accrued Benefit shall be computed using the actuarial assumptions used by the
defined benefit plan for minimum funding and actuarial equivalence purposes;
provided, however, that no assumptions as to future salary increases or future
withdrawals may be used. If the normal form of benefit under the defined benefit
plan is a qualified joint and survivor annuity, the spouse of a participant may
be assumed to be the same age as the participant for purposes of computing the
participant's Present Value of Accrued Benefit. The Present Value of Accrued
Benefit shall reflect a benefit commencing at the defined benefit plan's normal
retirement age; provided, however, that any benefit which applies to a group of
Employees which does not independently satisfy the coverage requirements of
Section 410 of the Code shall be assumed to commence at the age at which such
benefit is most valuable. Benefits which do not relate to retirement benefits,
such as preretirement death and disability benefits and post-retirement medical
benefits, shall not be taken into account. Subsidized early retirement benefits
and subsidized benefit options shall not be taken into account unless such
benefits apply to a group of employees which does not independently satisfy the
coverage requirements of Section 410 of the Code. For the first plan year of a
defined benefit plan, a participant's Present Value of Accrued Benefit shall be
calculated as if the participant terminated service as of the Determination
Date, or as if the participant terminated service as of the valuation date, but
taking into account the estimated Present Value of Accrued Benefit as of the
Determination Date. For any other plan year, a participant's Present Value of
Accrued Benefit shall be calculated as if the participant terminated service as
of the valuation date.

                  (b)   A participant's Present Value of Accrued Benefit in a
defined benefit plan shall include the following:

                        (1)   Any distributions made from such defined benefit
plan to such participant within the plan year which includes the Determination
Date, and within the four (4) preceding plan years; provided, however, that the
participant's Present Value of Accrued Benefit shall not include distributions
made after the valuation date but before the Determination Date, to the extent
that such distributions are already included in such participant's Present Value
of Accrued Benefit as of the valuation date.

                                     -38-
<PAGE>

                        (2)   All employee contributions, whether voluntary or
mandatory, and all employer contributions attributable to a salary reduction or
similar arrangement.

                        (3)   All Unrelated Rollovers (as defined in Section
6.1.1(c)) accepted by such defined benefit plan on behalf of such participant
before January 1, 1984, and all Related Rollovers (as defined in Section
6.1.1(c)) accepted by such defined benefit plan on behalf of such participant.

          6.1.7   "Required Aggregation Group" means each plan of the employer
in which a Key Employee is a participant, and each other plan of the employer
which enables any plan in which a Key Employee participates to satisfy the
nondiscrimination requirements of Section 401(a)(4) of the Code and the coverage
requirements of Section 410 of the Code.

          6.1.8   "Top Heavy Year" means any Plan Year commencing after December
31, 1983 in which this Plan is a Top Heavy Plan.

     6.2  Determination of Top Heavy Status
          ---------------------------------

          In determining whether this Plan is a Top Heavy Plan, the following
provisions shall apply:

          6.2.1   This Plan shall be a "Top Heavy Plan" for any Plan Year
commencing after December 31, 1983, in which, as of the Determination Date,
either (a) the Aggregate Accounts of Key Employees exceed sixty percent (60%) of
the Aggregate Accounts of all Employees under this Plan, or (b) this Plan is
part of a Required Aggregation Group which is a Top Heavy Group, unless this
Plan is also part of a Permissive Aggregation Group which is not a Top Heavy
Group.

          6.2.2   This Plan shall be a "Super Top Heavy Plan" for any Plan Year
commencing after December 31, 1983, in which, as of the Determination Date,
either (a) the Aggregate Accounts of Key Employees exceed ninety percent (90%)
of the Aggregate Accounts of all Employees under this Plan, or (b) this Plan is
part of a Required Aggregation Group which is a Super Top Heavy Group, unless
this Plan is also part of a Permissive Aggregation Group which is not a Super
Top Heavy Group.

          6.2.3   A Permissive Aggregation Group or a Required Aggregation Group
constitutes a "Top Heavy Group" if (a) the Present Value of Accrued Benefits of
Key Employees under all defined benefit plans included in such Permissive
Aggregation Group or Required Aggregation Group, and (b) the Aggregate Accounts
of Key Employees under all defined contribution plans included in such
Permissive Aggregation Group or Required Aggregation Group exceed sixty percent
(60%) of similar sums of all employees.

          6.2.4   A Permissive Aggregation Group or a Required Aggregation Group
is a "Super Top Heavy Group" if (a) the Present Value of Accrued Benefits of Key
Employees under all defined benefit plans included in such Permissive
Aggregation Group or Required Aggregation Group, and (b) the Aggregate Accounts
of Key Employees under all defined

                                     -39-
<PAGE>

contribution plans included in such Permissive Aggregation Group or Required
Aggregation Group exceed ninety percent (90%) of similar sums of all employees.

          6.2.5   In determining the status of this Plan as a Top Heavy Plan or
Super Top Heavy Plan, the Present Value of Accrued Benefit or the Aggregate
Account (under this Plan or any other plan which is part of a Required
Aggregation Group or Permissive Aggregation Group of which this Plan is part) of
an employee shall be disregarded if either (a) such employee is a Non-Key
Employee in any plan year, but was a Key Employee in any prior plan year, or (b)
such employee has not received any compensation from the Employer (other than
benefits under a plan) at any time during the five (5) year period ending on the
Determination Date.

     6.3  Consequences of Top Heavy Status
          --------------------------------

          Notwithstanding any other provision of this Plan, the following
provisions shall apply in any Top Heavy Year:


          6.3.1   In any Top Heavy Year, the annual Compensation of each
Participant which shall be taken into account under this Plan shall be limited
to Two Hundred Thousand Dollars ($200,000.00), subject to any cost of living
adjustment made by the Secretary of the Treasury. Any such adjustment shall be
effective as of January 1 of the calendar year and shall apply with respect to
Plan Years ending with or within such calendar year.

          6.3.2   For each Top Heavy Year, each Participant who is a Non-Key
Employee and whose Employment has not been terminated as of the Anniversary Date
shall receive a minimum allocation of Employer Contributions and forfeitures to
his Participant Account equal to three percent (3%) of his Compensation for such
Plan Year, subject to the following provisions:

                  (a)   Notwithstanding the foregoing, the ratio of the Employer
Contributions and forfeitures allocated to the Participant Account of a Non-Key
Employee in a Top Heavy Year to the Compensation of such Non-Key Employee for
such Top Heavy Year shall not exceed the highest ratio of Employer Contributions
and forfeitures allocated to the Participant Account of any Key Employee for
such Top Heavy Year to the Compensation of such Key Employee in such Top Heavy
Year.  This Section 6.3.2(a) shall not apply if this Plan is required to be
included in a Required Aggregation Group or a Permissive Aggregation Group and
enables any defined benefit plan required to be included in such Required
Aggregation Group or Permissive Aggregation Group to meet the requirements of
Section 401(a)(4) or 410 of the Code.

                  (b)   If, in a Top Heavy Year, a Non-Key Employee participates
both in this Plan and in a defined benefit plan, and this Plan and such defined
benefit plan are part of a Required Aggregation Group which is a Top Heavy
Group, the Committee shall adjust the minimum allocation provided for such Non-
Key Employee under this Section 6.3.2 to prevent inappropriate omissions or
required duplications of minimum benefits or allocations. Such adjustment shall
be made under the comparability analysis method of Treasury Regulation Section
1.416-1 M-12.

                                     -40-
<PAGE>

                  (c)   In each Top Heavy Year, the minimum allocation provided
in this Section 6.3.2 shall be allocated to the Participant Account of each
Participant who is a Non-Key Employee and whose Employment has not been
terminated as of the Anniversary Date of such Top Heavy Year, including Non-Key
Employees who have (1) do not participate because they failed to complete one
thousand (1,000) Hours of Service, (2) do not participate because they declined
or failed to make, or withdraw, mandatory employee contributions under this Plan
or (3) do not participate in this Plan because their compensation is less than a
stated amount but are counted in order to satisfy the coverage requirements of
Section 410 of the Code.

          6.3.3   In computing the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction under Section 5.3.2, "1.0" shall be substituted for
"1.25" in any Top Heavy Year in which either:

                  (a)   this Plan is a Super Top Heavy Plan, or

                  (b)   this Plan is not a Super Top Heavy Plan, unless the
minimum allocation allocated to the Participant Account of each Non-Key Employee
for such Top Heavy Year under Section 6.3.2 is computed by substituting "four
percent (4%)" for "three percent (3%)".

          6.3.4   In each Top Heavy Year, the vested percentage of a Participant
in the Employer Contributions and gains and earnings thereon allocated to him
shall be at least equal to the applicable percentage set forth on the following
schedule:

     Years of Service            Vested Percentage
     ----------------            -----------------
     less  than two              -0-
           two                   20%
           three                 40%
           four                  60%
           five                  80%
           six or more           100%


     For purposes of this Section 6.3.4, each Participant's Years of Service
shall be determined as set forth in Section 5.5.  Notwithstanding the foregoing,
if a Participant does not complete one (1) or more Hours of Service in any Top
Heavy Year, the vested portion of such Participant's interest in Employer
Contributions and the earnings and gains thereon shall be determined under
Section 5.5.  If this Plan ceases to be a Top Heavy Plan, vesting under the Plan
shall thereafter be determined under the vesting schedule set forth in Section
5.5.  Any such reversion shall be treated as an amendment to this Plan which is
subject to the provisions of Section 5.7.

                                     -41-
<PAGE>

                                  ARTICLE VII
               DISTRIBUTIONS AND WITHDRAWALS FROM THE TRUST FUND
               -------------------------------------------------

     7.1  Events Causing Distribution or Permitting Withdrawal
          ----------------------------------------------------

          A Participant's vested interest in the Trust Fund shall be distributed
upon his death, Total Disability, retirement or termination of Employment to
such Participant, such Participant's surviving spouse or such Participant's
Beneficiary as set forth in Section 7.5.  A Participant may take withdrawals
from the Trust Fund before his death, Total Disability, retirement or
termination of Employment under the circumstances set forth in Sections 7.4,
7.10 and 7.16.

     7.2  Definitions Relating to Distributions
          -------------------------------------

          For purposes of this Article VII, the following terms are defined as
follow:

          7.2.1   "Actuarial Equivalent" shall mean a benefit of equivalent
value when computed using actuarial assumptions which shall be established by
the Committee from time to time as the Committee deems necessary and after
consultation with the Plan's actuary.

          7.2.2   "Annuity Starting Date" means the first day of the first
period for which a Participant receives an amount as an annuity (whether by
reason of retirement or disability) or in any other form.

          7.2.3   "Qualified Joint and Survivor Annuity" means, in the case of a
married Participant, an immediate annuity which is (a) for the life of the
Participant with a survivor annuity for the life of the Participant's spouse,
the amount of which is equal to fifty percent (50%) of the amount of the annuity
which is payable during the joint lives of the Participant and the Participant's
spouse, and (b) the Actuarial Equivalent of a single life annuity for the life
of the Participant. In the case of an unmarried Participant, the term "Qualified
Joint and Survivor Annuity" means an immediate life annuity. The term "Qualified
Joint and Survivor Annuity" also includes any annuity in a form having the
effect of an annuity described in the preceding sentences.

          7.2.4   "Qualified Preretirement Survivor Annuity" means an annuity
for the life of the surviving spouse of a Participant, the Actuarial Equivalent
of which is equal to or greater than fifty percent (50%) of the Participant's
Participant Account balance as of the date of the Participant's death.

     7.3  Information to be Furnished to Committee
          ----------------------------------------

          For the purpose of enabling the Committee to determine the portion of
the Participant's interest in the Trust Fund which is vested and distributable,
the Employer shall certify to the Committee in writing the following information
as soon as possible following his retirement, death, Total Disability, or
termination of Employment:

                    (1)  Name and address;

                                     -42-
<PAGE>

                    (2)  Date on which Participant retired, died or became
Totally Disabled or otherwise left the employ of the Employer;

                    (3)  Number of Years of Service; and

                    (4)  Age upon death or termination of Employment.

     7.4  Withdrawals From Rollover Contribution Accounts
          -----------------------------------------------

          A Participant may take a withdrawal from his Rollover Contribution
Account at any time and for any reason, provided that no such withdrawal shall
be in the form of an annuity.

     7.5  Form of Distribution - Transferee Plan
          --------------------------------------

          The following provisions shall apply to any distribution from the
Trust Fund on the death, Total Disability, retirement or Termination of
Employment of a Participant:

          7.5.1   Right to Qualified Joint and Survivor Annuity:  A Participant
                  ---------------------------------------------
who retires or whose Employment is terminated shall receive the value of his
benefits in the form of a Qualified Joint and Survivor Annuity, unless such
Participant elects to waive the right to receive his benefits in the form of a
Qualified Joint and Survivor Annuity within the period of ninety (90) days
ending on the Annuity Starting Date. Any such election shall be in the form set
forth in Section 7.5.3, and may be revoked at any time during the period of
ninety (90) days ending on the Annuity Starting Date.

          7.5.2   Right to Qualified PreRetirement Survivor Annuity:  If a
                  -------------------------------------------------
Participant dies before the Annuity Starting Date and leaves a surviving spouse,
such Participant's death benefit shall be paid to the surviving spouse in the
form of a Qualified PreRetirement Survivor Annuity, unless such Participant
elected to waive the right to have death benefits paid in the form of a
Qualified PreRetirement Survivor Annuity within the period beginning on the
first day of the Plan Year in which such Participant attained the age of thirty-
five (35) years and ending on the date of such Participant's death.  If a
Participant separates from Service before the first day of the Plan Year in
which he attains the age of thirty-five (35) years, the election period shall
begin on the date of his separation from Service with respect to the balance in
his Participant Account as of the date of separation from Service.  A
Participant who will not yet attain the age of thirty-five (35) years as of the
end of any Plan Year may make a special election to waive the Qualified
PreRetirement Survivor Annuity for the period beginning on the date of such
election and ending on the first day of the Plan Year in which the Participant
will attain the age of thirty-five (35) years.  Such election shall not be valid
unless the Participant receives a written explanation of the Qualified
PreRetirement Survivor Annuity in such terms as are comparable with the
explanation required under Section 7.5.4(b).  Qualified PreRetirement Survivor
Annuity coverage will be reinstated automatically as of the day of the Plan Year
in which the Participant attains the age of thirty-five (35) years, and any new
waiver of the Qualified PreRetirement Survivor Annuity on or after such date
shall be subject to all of the requirements of this Section 7.5.2 and all other
requirements of Section 7.5.3 and 7.5.4(b).  Such Qualified PreRetirement
Survivor Annuity shall commence not later than a reasonable period after such
Participant's death, unless the surviving spouse elects a later date.  Any
election by a Participant to waive

                                     -43-
<PAGE>

the right to receive benefits in the form of a Qualified PreRetirement Survivor
Annuity shall be made in the form set forth in Section 7.5.3, and may be revoked
at any time during the period beginning on the first day of the Plan Year in
which such Participant attains the age of thirty-five (35) years, or, if a
Participant separates from Service, the period beginning on the date of
separation and ending on the date of such Participant's death.

          7.5.3   Form of Election:  An election to waive the right to receive
                  ----------------
benefits in the form of a Qualified Joint and Survivor Annuity or in the form of
a Qualified PreRetirement Survivor Annuity shall be in a form to be prescribed
by the Committee.  Any such election shall be effective only if it meets all of
the following requirements:  (a) the election is signed by the Participant and
consented to in writing by the Participant's spouse, (b) the election designates
a specific alternate beneficiary, including any class of beneficiaries or any
contingent beneficiaries, which may not be changed without further spousal
consent (unless the spouse expressly permits designations by the Participant
without any further spousal consent), (c) the spouse's consent acknowledges the
effect of the election, (d) the spouse's consent is witnessed by a notary
public, (e) the election designates a form of benefit payment, which may not be
changed without further spousal consent (unless the spouse expressly permits
designations by the Participant without any further spousal consent) and (f) the
Participant has received the information specified in Section 7.5.4.  Any
spousal consent that permits beneficiary designations by the Participant without
any requirement of further consent by the spouse must acknowledge that the
spouse has the right to limit consent to a specific beneficiary, and that the
spouse voluntarily elects to relinquish such right.  Any spousal consent that
permits the Participant to designate a form of benefit payment without any
requirement of further consent by the spouse must acknowledge that the spouse
has the right to limit consent to a specific form of benefit payment, and that
the spouse voluntarily elects to relinquish such right.  However, such spouse's
consent shall not be required if the Participant establishes to the satisfaction
of the Committee that such spouse's consent cannot be obtained because there is
no spouse, because the spouse cannot be located or because of other
circumstances which may be prescribed by regulations under Section 417 of the
Code.  A Participant's revocation of an election to waive the right to receive
benefits in the form of a Qualified Joint and Survivor Annuity or in the form of
a Qualified PreRetirement Survivor Annuity shall be in writing, but need not be
consented to by such Participant's spouse.  Any new election after a revocation,
however, must comply with the requirements of this Section 7.5.3.  Any consent
by a spouse to an election under this Section 7.5.3 (or establishment that the
consent of a spouse cannot be obtained) shall not be binding upon any new or
later spouse.

          7.5.4   Information To Be Furnished to Participants:  The Committee
                  -------------------------------------------
shall furnish the following information to each Participant:

                  (a)   A written explanation of (i) the terms and conditions of
the Qualified Joint and Survivor Annuity, (ii) a Participant's right to make,
and the effect of, an election under Sections 7.5.1 and 7.5.3 to waive the right
to receive benefits in the form of a Qualified Joint and Survivor Annuity, (iii)
the rights of a Participant's spouse under Section 7.5.3, (iv) the right to
make, and the effect of, a revocation of an election under Section 7.5.3 and (v)
the relative values of the various optional forms of benefits under the Plan.
Such explanation shall be provided no less than thirty (30) days and no more
than ninety (90) days

                                     -44-
<PAGE>

before the Annuity Starting Date of each Participant, consistent with
regulations prescribed under Section 417 of the Code.

                  (b)   A written explanation of (i) the terms and conditions of
a Qualified PreRetirement Survivor Annuity, (ii) the Participant's right to
make, and the effect of, an election under Sections 7.5.2 and 7.5.3 to waive the
right to receive benefits in the form of a Qualified PreRetirement Survivor
Annuity, (iii) the rights of a Participant's spouse under Section 7.5.3, and
(iv) the right to make, and the effect of, a revocation of an election under
Section 7.5.2 and (v) the relative values of the various optional forms of
benefit under the Plan. Such explanation shall be provided within whichever of
the following periods ends last: (a) the period beginning on the first day of
the Plan Year in which the Participant attains the age of thirty-two (32) years
and ending with the close of the Plan Year preceding the Plan Year in which the
Participant attains the age of thirty-five (35) years; (b) a reasonable period
ending after the individual becomes a Participant; or (c) a reasonable period
ending after the provisions of this Section 7.5 first applied to the
Participant. For purposes of the preceding sentence, a reasonable period is the
end of the two year period beginning one year before the date on which the
applicable event occurs and ending one year after such date. Notwithstanding the
foregoing, if a Participant separates from Service before attaining the age of
thirty-five (35) years, such Participant must receive a written explanation
under this Section 7.5.4(b) within the two year period beginning one year before
such separation from Service and ending one year after such separation from
Service. If such Participant thereafter returns to Employment, the applicable
period for such Participant shall be redetermined.

          7.5.5   Alternative Forms of Distribution:  To the extent that a
                  ---------------------------------
Participant's benefits are not payable in the form of a Qualified Joint and
Survivor Annuity or in the form of a Qualified PreRetirement Survivor Annuity,
the following provisions shall apply to the payment of benefits to such
Participant or such Participant's Beneficiary, as the case may be:

                  (a)   Such Participant shall have the right to designate one
or more Beneficiaries to receive his interest in the Trust Fund upon his death,
and shall have the right to designate one or more Beneficiaries to receive the
death benefits of any life insurance contract in which there has been an
investment for his benefit. Such designations shall be made in the form
prescribed by the Committee. If such Participant fails to designate a
Beneficiary before his death, or if no designated Beneficiary survives the
Participant, the Participant shall be deemed to have designated Beneficiaries in
the following order of priority, and the Committee shall direct the Trustee to
pay benefits under this Plan to such Beneficiaries: (1) The Participant's
surviving spouse, (2) if the Participant has no surviving spouse, then the
Trustees of any then existing inter vivos (living) trust (including any
amendments thereto up to the time of the Participant's death) established by the
Participant for the benefit of the Participant's surviving spouse, children or
issue, (3) if there is no such surviving spouse or such inter vivos trust, then
any testamentary trust established by court order in the Participant's estate,
(4) if there is no such surviving spouse, inter vivos trust or testamentary
trust, then the Participant's lawful living issue (including adopted issue) who
survive such Participant, with each such issue's beneficial interest to be
determined by right of representation, and (5) otherwise, to the Participant's
executor or administrator. If no executor or administrator has been appointed or
if actual notice of such appointment has not been given to the Trustee within
one hundred twenty (120) days after such Participant's

                                     -45-
<PAGE>

death, and if such Participant's interest in the Trust Fund does not exceed
Sixty Thousand Dollars ($60,000.00), the Committee may direct the Trustee to pay
such Participant's interest in the Trust Fund to the person entitled thereto and
the Committee may require such proof of right and identity from such person as
the Committee deems necessary, all in accordance with the provisions of Section
630 of the California Probate Code.

                  (b)   The Committee shall distribute such Participant's
interest in the Trust Fund in one of the following forms, at the election of the
Participant:

                        (i)    Installment payments over a period not to exceed
the life expectancy of the Participant or the joint and last survivor life
expectancy of the Participant and his or her Beneficiary. Undistributed
installments shall not bear interest, unless earned.

                        (ii)   One lump sum payable as soon as administratively
practicable after such Participant's death, Total Disability, retirement or
termination of Employment.

                        (iii)  An annuity.

                        (iv)   A direct rollover in accordance with Section
7.15.

                  (c)   If such Participant's interest in the Trust Fund
includes a life insurance contract which is being held for his benefit, the
Participant may elect to have such policy cancelled and to have the proceeds
thereof added to his Participant Account and distributed to him as part thereof,
or to have such policy assigned to him. Such election shall be made at the time
and in the form prescribed by the Committee, and failure by a Participant to
make such election timely in the proper form shall be deemed to be an election
to have such policy cancelled and to have the proceeds thereof added to such
Participant's Participant Account and distributed to him as part thereof.

          7.5.6   Cash Out of Benefits
                  --------------------

          Notwithstanding the foregoing provisions of this Section 7.5, if the
vested balance in a Participant's Participant Account is less than Five Thousand
Dollars ($5,000.00), such vested balance shall be distributed immediately upon
the retirement, Total Disability, termination of Employment or death of such
Participant in one lump sum; provided, however, that no such distribution in one
lump sum shall be made after the Annuity Starting Date unless the Participant
and the Participant's spouse (or the survivor if one of them has died) consent
in writing to such distribution in the manner set forth in Section 7.5.3.  If
the vested balance in a Participant's Participant Account exceeds Five Thousand
Dollars ($5,000.00), such vested balance may be distributed immediately upon the
retirement, Total Disability, death or termination of Employment of such
Participant only if such Participant and such Participant's spouse (or the
survivor if one of them has died) consent in writing to such distribution within
the period of ninety (90) days ending on the Annuity Starting Date in the manner
set forth in Section 7.5.3; provided, however, that (i) no consent of the
Participant's spouse shall be required at any time for distributions in the form
of a Qualified Joint and Survivor Annuity, (ii) no consent of the Participant
shall be required for distributions in the form of a Qualified Joint and
Survivor Annuity after the Participant

                                     -46-
<PAGE>

has reached (or would have reached but for his death) the later of his Normal
Retirement Date or his sixty-second (62nd) birthday, (iii) no consent of a non-
spouse Beneficiary shall be required for distributions after a Participant's
death and (iv) no consent shall be required for distributions which are required
under Sections 401(a)(9) or 415 of the Code.

     7.6  Disposition of Non-Vested Interests After Termination
          -----------------------------------------------------

          A Participant whose Employment terminates for any reason other than
retirement, death or Total Disability while any part of his interest in the
Trust Fund remains forfeitable shall have no right to receive payment of or on
account of his forfeitable interest, which instead shall be forfeited upon such
the earlier of (a) the date on which the Participant receives a distribution of
his entire vested interest in the Trust Fund, or (b) the date on which the
Participant incurs five (5) consecutive One Year Breaks In Service.  For
purposes of the preceding sentence, if a Participant's vested interest in the
Trust Fund is zero, the Participant will be deemed to have received a
distribution of his entire vested interest in the Trust Fund on his termination
of Employment.  Forfeited amounts shall remain in the Trust Fund as part thereof
and be applied in reduction of Regular Matching Contributions and Discretionary
Matching Contributions to by made by the Employer in the manner set forth in
Section 5.2.

     7.7  Restoration of Forfeited Amounts on Reemployment
          ------------------------------------------------

          Any amounts which a Participant forfeits under Sections 5.2 and 7.6
shall be restored to such Participant's Participant Account (without regard to
any gains or losses of the Trust Fund after such Participant's termination of
Employment and before the date of such restoration) if such Participant:

               (a)  Received a distribution from the Plan upon the termination
of his Employment which was less than the total balance in his Participant
Account at the time of his termination of Employment;

               (b)  Resumes participation under this Plan; and

               (c)  Repays the full amount of such distribution previously
received by him before he incurs five (5) consecutive One Year Breaks In Service
after the date of such distribution.

     7.8  Spendthrift Trust Provisions
          ----------------------------

          Except as otherwise provided under this Plan, all distributions by the
Trustee shall be paid only to the person entitled thereto, and all such payments
shall be made directly into the hands of such person and not into the hands of
any other person or corporation whatsoever, to the end that said payments shall
not be liable or the debts, contracts, or engagements of any such designated
person, or taken in execution by attachment or garnishment, or by any other
legal or equitable proceedings; nor shall any such designated person have any
right to alienate, anticipate, commute, pledge, encumber or assign any such
payments or the benefits, proceeds or any interest arising out of this Plan and
Trust.  The preceding sentence shall not apply to rights to payment under any
"qualified domestic relations order", as defined in Section 414(p) of the Code,
or to rights to payment under any domestic relations order entered before
January 1, 1985.  The Committee shall establish a

                                     -47-
<PAGE>

written procedure to determine the qualified status of domestic relations orders
and to administer distributions under such orders. To the extent provided under
a "qualified domestic relations order", a former spouse of a Participant (a)
shall be treated as the Participant's spouse or surviving spouse for all
purposes of this Plan, and (b) pursuant to Section 414(p)(10) of the Code, may
receive a distribution from this Plan before the retirement, death, disability,
or termination of Employment of the Participant, or the date on which the
Participant reaches the age of fifty-nine and one half (59 1/2) years or suffers
a hardship as described in Section 7.16.

     7.9   Limitation on Time of Distribution
           ----------------------------------

           Notwithstanding any other provision of this Plan, no distribution of
benefits to a Participant shall commence later than the sixtieth day after the
close of the Plan Year in which occurs the latest of (i) the Normal Retirement
Date of the Participant, (ii) the tenth anniversary of the commencement of
participation by such Participant, (iii) termination of the Participant's
Employment, or (iv) the date to which the Participant elects to have the
commencement of distribution of benefits to him deferred.  Any such election by
the Participant shall be submitted to the Committee in writing, shall be signed
by the Participant, and shall describe the benefit and the date upon which it is
to commence.  No such election may be made if it will cause benefits payable
under this Plan to a Participant to be fifty percent (50%) or less of the
present value of the total payments to be made to a Participant and his
Beneficiaries, determined at the date such payments commence.

     7.10  Withdrawals After Age 59 1/2
           ------------------------

           A Participant may take a withdrawal from his vested interest in the
Trust Fund at any time and for any reason after reaching the age of fifty nine
and one-half (59 1/2) years.

     7.11  Required Distributions
           ----------------------

           Notwithstanding any other provision of this Plan, distributions shall
be made in accordance with Section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirement of Regulation Section 1.401(a)(9)-2.
Accordingly, the following provisions, which are intended to comply with such
requirements, shall apply notwithstanding any other provision of this Plan:

           7.11.1  For purposes of this Section 7.11:

                   (a)  In the case of a Participant who is not a Five Percent
Owner (as defined in Section 6.1.3(c)) for the Plan Year ending with or within
the calendar year in which such Participant attained the age of seventy and one-
half (70 1/2) years, the term "Beginning Date" shall mean the first day of April
of the calendar year following the later of (a) the calendar year in which the
Participant attains the age of seventy and one-half (70 1/2) years, or (b) the
calendar year in which the Participant retires. In the case of a Participant who
is a Five Percent Owner (as defined in Section 6.1.3(c)) for the Plan Year
ending with or within the calendar year in which such Participant attained the
age of seventy and one-half (70 1/2) years, the term "Beginning Date" shall mean
the first day of April of the calendar

                                     -48-
<PAGE>

year following the calendar year in which the Participant attains the age of
seventy and one-half (70 1/2) years.

                  (b)   The term "Distribution Calendar Year" shall mean a
calendar year for which a minimum distribution is required pursuant to this
Section 7.11. For distributions beginning before the Participant's death, the
first Distribution Calendar Year is the calendar year immediately preceding the
calendar year which contains the Participant's Beginning Date. For distributions
beginning after the Participant's death, the first Distribution Calendar Year is
the calendar year in which the distributions are required to begin pursuant to
this Section 7.11.

                  (c)   Life expectancy and joint and last survivor expectancy
shall be computed by the use of the expected return multiples of Tables V and VI
of Regulation Section 1.72-9. Unless otherwise elected by the Participant (or by
the Participant's surviving spouse in the case of distributions described in
Section 7.11.4) by the time distributions are required to begin, life expectancy
shall be recalculated annually. Such election shall be irrevocable as to the
Participant (or surviving spouse) and shall apply to all subsequent years. The
life expectancy of a non-spouse Beneficiary may not be recalculated.

                  (d)   The term "Applicable Life Expectancy" shall mean the
life expectancy (or joint and last survivor expectancy) calculated using the
attained age of the Participant (or the Designated Beneficiary) as of the
Participant's (or the Designated Beneficiary's) birthday in the "Applicable
Calendar Year" reduced by one for each calendar year which has elapsed since the
date life expectancy was first calculated. If life expectancy is being
recalculated, the Applicable Life Expectancy shall be the life expectancy as so
recalculated. The "Applicable Calendar Year" shall be the first Distribution
Calendar Year, and if life expectancy is being recalculated, each succeeding
calendar year. If annuity payments commence in accordance with the provisions of
this Section 7.11 before the Beginning Date, the "Applicable Calendar Year"
shall be the year such payments commence. If a distribution is in the form of an
immediate annuity purchased after the Participant's death with the Participant's
remaining interest, the "Applicable Calendar Year" is the year of purchase.

                  (e)   The term "Participant's Benefit" means the balance in
the Participant's interest in the Trust Fund as of the last Valuation Date in
the calendar year (the "Valuation Calendar Year") immediately preceding the
Distribution Calendar Year increased by the amount of any contributions or
forfeitures allocated to the Participant during the Valuation Calendar Year
after such Valuation Date and decreased by distributions made in the such
Valuation Calendar Year after such Valuation Date; provided, however, that if
any portion of the minimum distribution for the first Distribution Calendar Year
is made in the second Distribution Calendar Year on or before the Beginning
Date, the amount of the minimum distribution made in the second Distribution
Calendar Year shall be treated as if it had been made in the immediately
preceding Distribution Calendar Year.

          7.11.2  Each Participant's entire interest in the Trust Fund shall be
distributed, as of the first Distribution Calendar Year, to such Participant
either (a) in full, not later than such Participant's Beginning Date, or (b) in
installments, beginning not later than such Participant's Beginning Date, and
extending over one of the following periods:  (1) the life

                                     -49-
<PAGE>

of such Participant, (2) the lives of such Participant and his Designated
Beneficiary, (3) a period not extending beyond the life expectancy of such
Participant or (4) a period not extending beyond the life expectancy of the
Participant and his Designated Beneficiary. Once distributions have begun to a
Five Percent Owner under this Section 7.11, they must continue to be
distributed, even if a Participant ceases to be a Five Percent Owner in a
subsequent year.

          7.11.3  If a Participant dies after distribution of his interest in
the Trust Fund has begun but before his entire interest in the Trust Fund has
been distributed pursuant to Section 7.11.2, the portion of his interest in the
Trust Fund which remains undistributed at his death shall be distributed at
least as rapidly as it would have been distributed under the method of
distribution which was in use pursuant to Section 7.11.2 on the date of his
death.

          7.11.4  If a Participant dies before distribution of his interest in
the Trust Fund begins pursuant to Section 7.11.2, distribution of such
Participant's entire interest shall be completed by December 31 of the calendar
year containing the fifth (5th) anniversary of the Participant's death, except
to the extent that an election is made to receive distributions in accordance
with paragraph (a) or paragraph (b) as follows:

                  (a)   If any portion of the Participant's interest is payable
to a Designated Beneficiary, distributions may be made over the life or over a
period certain not greater than the life expectancy of such Designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died, or

                  (b)   If the Designated Beneficiary is the Participant's
surviving spouse, the date distributions are required by begin in accordance
with paragraph (a) above shall not be earlier than the later of (i) December 31
of the calendar year immediately following the calendar year in which the
Participant died or (ii) December 31 of the calendar year in which the
Participant would have attained the age of seventy and one-half (70 1/2) years.
If such surviving spouse dies before such distributions begin, the provisions of
this Section 7.11.4 shall be applied as if such surviving spouse were the
Participant.

If the Participant has not made an election pursuant to this Section 7.11.4 by
the time of his death, the Participant's Designated Beneficiary must elect the
method of distribution no later than the earlier of (i) December 31 of the
calendar year in which the distributions would be required to begin under this
Section 7.11.4, or (ii) December 31 of the calendar year which contains the
fifth (5th) anniversary of the date of the death of the Participant.  If the
Participant has no Designated Beneficiary, or if the Designated Beneficiary does
not elect a method of distribution, distribution of the Participant's entire
interest in the Trust Fund must be completed by December 31 of the calendar year
containing the fifth (5th) anniversary of the Participant's death.

          7.11.5  If a Participant's interest is to be distributed in other than
a single sum, the following minimum distribution rules shall apply on or after
the Beginning Date:

                  (a)   If the Participant's Benefit is to be distributed over
(i) a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor

                                     -50-
<PAGE>

expectancy of the Participant and the Participant's Designated Beneficiary or
(ii) a period not extending beyond the life expectancy of the Designated
Beneficiary, the amount required to be distributed for each calendar year,
beginning with distributions for the first Distribution Calendar Year, must at
least equal the quotient obtained by dividing the Participant's Benefit by the
Applicable Life Expectancy.

                  (b)   For calendar years beginning before January 1, 1989, if
the Participant's spouse is not the Designated Beneficiary, the method of
distribution selected must assure that at least fifty percent (50%) of the
present value of the amount available for distribution is paid within the life
expectancy of the Participant.

                  (c)   For calendar years beginning after December 31, 1988,
the amount to be distributed each year, beginning with distributions for the
first Distribution Calendar Year, shall not be less than the quotient obtained
by dividing the Participant's Benefit by the lesser of (i) the Applicable Life
Expectancy or (ii) if the Participant's spouse is not the Designated
Beneficiary, the applicable divisor determined from the table set forth in
Regulation Section 1.401(a)(9)-2 Q&A-4. Distributions after the death of the
Participant shall be distributed using the Applicable Life Expectancy set forth
in paragraph (a) above as the relevant divisor without regard to Regulation
Section 1.401(a)(9)-2.

                  (d)   The minimum distribution required for the Participant's
first Distribution Calendar Year must be made on or before the Participant's
Beginning Date. The minimum distribution for other calendar years, including the
minimum distribution for the Distribution Calendar Year in which the
Participant's Beginning Date occurs, must be made on or before December 31 of
such Distribution Calendar Year.

                  (e)   If the Participant's Benefit is distributed in the form
of an annuity purchased from an insurance company, distributions thereunder
shall be made in accordance with the requirements of Section 401(a)(9) of the
Code.

          7.11.6  For purposes of this Section 7.11, any amount paid to a child
of a Participant shall be treated as if such amount had been paid to such
Participant's surviving spouse if such amount will become payable to such
surviving spouse when such child reaches maturity. For purposes of this Section
7.11, the life expectancy of a Participant and of his surviving spouse may not
be redetermined more frequently than annually (other than in the case of a life
annuity).

          7.11.7  For purposes of this Section 7.11, "Designated Beneficiary"
means any individual designated as a Beneficiary by a Participant.

          7.11.8  Notwithstanding the foregoing provisions of this Section 7,
any designation properly made by a Participant before January 1, 1984 under
Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982 shall
remain in effect.

     7.12 Claims Procedure
          ----------------

          7.12.1  Filing of Claims:  If a Participant, former Participant,
                  ----------------
or Beneficiary does not receive payment of the benefits to which such person
believes he is entitled under the Plan or has any other grievance with respect
to his benefits under the Plan, such person

                                     -51-
<PAGE>

or his authorized representative (such person or his authorized representative,
if any, is hereinafter referred to as the "Claimant") may make a claim in the
manner herein provided. For purposes of this Section 7.12, the pension benefit
election form completed by a Participant or a Beneficiary shall not be deemed a
claim, and such requesting party shall not be deemed a Claimant. All claims
under the Plan shall be made in writing, signed by the Claimant and submitted to
the Claims Coordinator to be designated from time to time by the Committee. The
Claims Coordinator may be, but need not be, an Employee or a member of the
Committee. The Claims Coordinator may require all claims to be filed on forms
supplied by him. Each claim shall contain sufficient information (other than
information available to the Committee and the Claims Coordinator from their own
records) to allow the Claims Coordinator to make a determination as to said
claim; a claim shall not be deemed to be properly filed unless it contains such
sufficient information. If a claim does not contain such sufficient information,
the Claims Coordinator shall indicate to the Claimant any additional information
which is necessary for the Claims Coordinator to make a determination as to the
claim. The Claims Coordinator shall consider each claim which is properly filed
and shall issue his determination thereon in writing within 90 days after the
date on which such claim is properly filed, unless special circumstances require
an extension of time for processing the claim, in which event the Claims
Coordinator shall (a) furnish the Claimant with written notice of such extension
within 90 days after the date on which the claim is properly filed, and (b)
issue his written determination on the claim not later than 180 days after the
date on which the claim is properly filed. If the claim is granted, the
appropriate distribution, adjustment or other action shall be made or taken. If
the Claims Coordinator denies the claim in whole or in part, he shall furnish a
copy of his written determination to the Claimant upon the issuance thereof, and
such written determination shall set forth, in a manner calculated to be
understood by the Claimant, the following information:

                  (a)   The specific reasons for the denial;

                  (b)   Specific references to the pertinent Plan provisions
upon which the denial is based;

                  (c)   A description of any additional information or material
necessary to perfect the claim and why such material or information is
necessary; and

                  (d)   An explanation of the appeals procedure set forth in
Section 7.12.2.

If the Claims coordinator takes no action on a claim within 90 days after it is
filed, the Claims Coordinator shall be deemed to have denied such claim for
purposes of the appeals procedure set forth in Section 7.12.2.

          7.12.2  Appeals Procedure:  If the Claims Coordinator denies a claim
                  ----------------
in whole or in part, the Claimant who made such claim may appeal from such
denial to the Committee for a review by the entire Committee of the denial. Such
appeal must be submitted in writing and signed by the Claimant within 60 days
after the denial is communicated to the Claimant. The Committee may require
appeals to be made on forms supplied by it. An appeal may be accompanied by such
issues, comments and

                                     -52-
<PAGE>

documentation as the Claimant deems pertinent. The Claimant may review pertinent
documents at reasonable times throughout the period beginning with the
communication to the Claimant of the denial of the claim and ending with the
date of the communication to the Claimant of the decision reached by the
Committee upon the Claimant's appeal. The Committee, in its discretion, may hold
a hearing on any appeal upon reasonable notice to the Claimant. The Committee
shall issue its written decision on each appeal within 60 days after the receipt
thereof, unless special circumstances (such as the need to hold a hearing or
obtain additional information) require an extension of the time for processing
the appeal, in which event the Committee shall issue its decision as soon as
possible but not later than 120 days after the date on which the appeal was
filed. Each decision issued by the Committee shall set forth, in a manner
calculated to be understood by the Claimant, the specific reasons for the
decision, specific references to the pertinent Plan provisions on which the
decision is based. If the Committee fails to issue a written decision on an
appeal within 120 days after the date on which the appeal was filed, the
Committee shall be deemed to have denied the appeal.

     7.13  Missing Persons
           ---------------

           If the Trustee is unable to effect delivery of any amount payable
hereunder to the person entitled thereto, it shall so advise the Committee and
the Committee shall give written notice to such person at his last known address
as shown in the Employer's records, or take other reasonable steps to locate
such person.  If such person or such person's personal representative shall not
have presented himself to the Employer within a reasonable time after the date
of mailing of such notice or the completion of such steps, then the Committee
shall direct the Trustee to (i) distribute such amount, including any amount
thereafter becoming due to such person or such person's personal representative
in the manner provided in Section 7.5.5(b) with respect to the death of the
Participant where there is no valid designation of Beneficiary on file, (ii)
petition for administration of such person's estate pursuant to the requirements
of local law, (iii) treat the same as a forfeiture in accordance with the
provisions hereof, or (iv) take such other steps as may be authorized in
guidance published by the Internal Revenue Service or the Department of Labor.
In the event that a Participant, his Beneficiary, surviving spouse, executor or
administrator presents a valid claim for any amount payable hereunder after it
has been forfeited pursuant to the preceding sentence, the Employer shall made a
contribution to the Plan sufficient to reinstate the Participant in the value of
such amount as of the date of its forfeiture.

     7.14  Transfers to Other Qualified Plans
           ----------------------------------

           In the event that any Participant becomes, or is about to become, a
participant in any other plan which satisfies the requirements of Section 401(a)
of the Code, the Committee may, in its discretion, direct the Trustee to
transfer all or part of the assets in such Participant's Participant Account to
the trustee, custodian or other person who holds the assets of such other plan.
A Participant shall cease to be a participant in this Plan, and neither such
Participant nor such Participant's Beneficiaries shall be entitled to receive
any distribution from this Plan, from and after the date on which the vested
portion of such Participant's Participant Account has been reduced to zero
because of distributions, transfers to other plans as provided in this Section
7.14 or both.

                                     -53-
<PAGE>

     7.15  Direct Rollovers
           ----------------

           This Section 7.15 applies to distributions made on or after January
1, 1993. Notwithstanding any provision of this Plan to the contrary that would
otherwise limit a "Distributee's" election under this Section 7.15, a
Distributee may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an "Eligible Rollover Distribution" paid
directly to an "Eligible Retirement Plan" specified by the Distributee in a
"Direct Rollover."

           7.15.1  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 (10) years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; and the portion of
any distribution that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer
securities).

           7.15.2  Eligible Retirement Plan:  An "Eligible Retirement Plan" is
                   ------------------------
an individual retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, or a qualified trust
described in Section 401(a) of the Code, that accepts the 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.

           7.15.3  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.

           7.15.4  Direct Rollover:  A "Direct Rollover" is a payment by the
                   --------------
Plan to the Eligible Retirement Plan specified by the Distributee.

     7.16  Withdrawal of Deferral Contributions on Account of Hardship
           -----------------------------------------------------------

           Upon written application to the Committee, and satisfaction of the
conditions set forth in Section 7.16.2 hereof, a Participant may withdraw the
amount of his Deferral Contributions (but not the earnings thereon) for the
purposes set forth in Section 7.16.1.

           7.16.1  The purposes for which a Participant may withdraw his
Deferral Contributions are:

                   7.16.1.1   payment of medical expenses described in Section
213(d) of the Code incurred by the Participant, the Participant's spouse, or any
dependent of the

                                     -54-
<PAGE>

Participant (as defined in Section 152 of the Code) or expenses necessary for
such persons to obtain medical care;

                  7.16.1.2   costs directly related to the purchase (excluding
mortgage payments) of a principal residence for the Participant;

                  7.16.1.3   the payment of tuition for the next twelve (12)
months of post-secondary education for the Participant, or the Participant's
spouse, children or dependents;

                  7.16.1.4   to prevent the eviction of Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or

                  7.16.1.5   any other purpose set forth in a revenue ruling,
notice or other document of general applicability published by the Commissioner
of Internal Revenue.

          7.16.2  The conditions which must be satisfied for a Participant to
withdraw his Deferral Contributions are as follows:

                  7.16.2.1   the Participant must certify in writing to the
Committee that the amount of the withdrawal is not in excess of the amount
necessary to accomplish the applicable purpose set forth in Section 7.16.1,
including amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the withdrawal;

                  7.16.2.2   the Participant has obtained all distributions
(other than distributions on account of hardship) and all non-taxable loans
currently available under all plans maintained by the Employer;

                  7.16.2.3   the Participant's Deferral Contributions shall be
suspended for twelve (12) months after receipt of the withdrawal under this
Section 7.16.7 or under any comparable provision of any other plan maintained by
the Employer; and

                  7.16.2.4   the Participant may not make Deferral Contributions
for the calendar year following the calendar year of the withdrawal in excess of
the dollar limitation set forth in Section 4.3 for such next calendar year less
the amount of such Participant's Deferral Contributions for the calendar year in
which the withdrawal was taken.

                                     -55-
<PAGE>

                                 ARTICLE VIII
                       CONTINUANCE AND AMENDMENT OF PLAN
                       ---------------------------------

     8.1  Continuance of the Plan Not a Contractual Obligation of the Company
          -------------------------------------------------------------------

          It is the expectation of the Company that it will continue this Plan
indefinitely, but the continuance of this Plan is not a contractual obligation
of the Company, and is not in consideration of, an inducement to, or condition
of the employment of any person.  The right is reserved to the Company by action
of its Board of Directors at any time to discontinue this Plan, which action
shall be binding on all Affiliates.  The discontinuance of this Plan by the
Company shall not have the effect of revesting in the Company or any Affiliate
any part of the Trust Fund.  Upon the termination or partial termination of this
Plan or complete discontinuance of contributions by resolution of the Board of
Directors or otherwise, the interests of affected Participants at such times
shall thereupon be nonforfeitable and the Trustee shall continue to administer
the Trust in accordance with the provisions hereof.

     8.2  Continuance of Plan by Successor Business
          -----------------------------------------

          8.2.1   In the event of the dissolution, consolidation or merger of
any entity which is an Employer or the sale by an Employer of its assets, the
resulting successor person or persons, firm or corporation may continue this
Plan by direction from such person or persons or firm, if not a corporation, and
if a corporation, by adoption of this Plan by resolution by its board of
directors, and (if such predecessor was Hollywood Park, Inc.) by appointing a
new Committee as though all members thereof had resigned, and by executing a
proper Supplemental Agreement to the Trust Agreement with the Trustee. If such
successor person or persons, firm or corporation continues this Plan in the
manner set forth above, then, unless otherwise specified at the time of such
continuance either by the predecessor Employer or by such successor person or
persons, firm or corporation, (a) such successor person or persons, firm or
corporation shall be deemed to be an Employer, (b) the Employees of the
predecessor Employer shall not be deemed to have terminated their Employment or
separated from Service by reason of such continuance and (c) this Plan shall not
be deemed to have terminated by reason of such continuance.

          8.2.2   In the event the successor Employer has in effect or
establishes a pension or profit sharing trust for the benefit of its employees,
the assets of the Trust Fund required to satisfy the liabilities of the Trust
with respect to Participants who continue in the employ of the successor
Employer may be transferred to the trustee of the trust of such pension or
profit sharing plan.

          8.2.3   Notwithstanding the foregoing provisions of this Section 8.2,
no merger or consolidation of this Plan with any other plan, nor transfer of the
assets or liabilities of this Plan to any other plan, shall be permitted or be
effective unless the provisions of such merged, consolidated or transferee plan
are such that each Participant of this Plan would, if said new plan were
terminated immediately following said merger, consolidation or transfer, receive
a benefit equal to or greater than each said Participant would have received had
this Plan been terminated immediately prior to such merger, consolidation or
transfer.

                                     -56-
<PAGE>

     8.3  Distribution of Trust Fund on Discontinuance of Plan
          ----------------------------------------------------

          If this Plan is terminated at any time under the terms of Sections 8.1
or 8.2, the Committee shall determine or cause to be determined the value of the
Trust Fund and of the respective interests of the Participants and Beneficiaries
therein, as follows:

          The value of the Trust Fund shall be determined by evaluating the
entire Trust Fund as of the business day next following the date of such
termination according to the fair market value of the assets on that date or on
the date of actual sale of assets required to be sold to make any distribution,
including in such value all assets of the Trust Fund.  The value of the interest
of each respective Participant or Beneficiary in the Trust Fund then held by the
Trustee shall be his proportionate share of the Trust Fund as so evaluated and
shall be vested in its entirety as of the date of the termination of the Plan.
The Committee shall then direct the Trustee either to (i) transfer the
Participants' interests in the Plan to the trustee of a trust under another
qualified plan in which the Participants are or will be participants, (ii)
distribute the Participants' interests as the Committee shall determine or (iii)
continue to hold the Participants' interests until they otherwise would be
distributable under this Plan.  In any event, the Trust shall continue until all
Participants' interests shall have been so transferred or distributed.

     8.4  Amendments
          ----------

          The Company by action of its Board of Directors may at any time and
from time to time amend this Plan; provided, however, that (a) no amendment
shall be made at any time pursuant to which the Trust Fund may be diverted to
purposes other than for the exclusive benefit of the Participants and their
Beneficiaries; (b) no amendment shall decrease the percentage of the interest of
any Participant which theretofore has become vested; (c) no amendment shall
discriminate in favor of Employees who are officers, shareholders, or highly
compensated Employees; (d) no amendment shall reduce or eliminate any optional
form of benefit offered under this Plan with respect to the Participant Account
balance of any Participant as of the effective date of such amendment; and (e)
no amendment shall eliminate or reduce any early retirement benefit or
retirement-type subsidy with respect to benefits attributable to Service
performed before the effective date of such amendment.  Any amendment of the
Plan by the Company shall be binding on each Affiliate, without any further
action by any such Affiliate.  Notwithstanding anything herein to the contrary,
however, the Plan may be amended at any time if necessary to conform to the
provisions and requirements of the Act and the Code, or any amendments thereto,
or regulations issued pursuant thereto, or any similar act or any amendments
thereto, and no such amendment shall be considered prejudicial to any interest
of any Participant hereunder or his Beneficiaries.

                                     -57-
<PAGE>

                                  ARTICLE IX
                       ADMINISTRATION OF THE TRUST FUND
                       --------------------------------

     9.1  The Trust Agreement
          -------------------

          Concurrently with or before the adoption of this Plan, the Company has
executed a Trust Agreement providing for the administration of the Trust Fund by
the trustees designated by the Board of Directors, herein called "Trustee,"
containing such provisions as the Company has deemed appropriate with respect to
the powers and authority of the Trustee as to the investment and reinvestment of
the Trust Fund, the income therefrom and the general administration thereof,
subject to the right of the Committee to direct the Trustee with respect to
investment of the Trust Fund and to remove therefrom any such investment as
hereinbefore provided, the limitations on the liability of the Trustee, on
authority of the Committee to settle the accounts of the Trustee on behalf of
all persons having any interest in the Trust Fund, and from time to time to
appoint a new Trustee in place of any then acting Trustee of the Trust Fund.
All taxes upon or in respect of the Trust Fund or its assets and all expenses of
administration (including reasonable compensation of the Trustee, its agents and
counsel) of the Trust Fund and special trust accounts established pursuant to
this Plan shall be withdrawn by the Trustee from the Trust Fund, or, as to items
clearly allocable to any special trust account, from such special trust account
prior to distribution thereof, unless the Company elects to bear such expenses.
At the election of the Company, any or all expense incurred in the preparation
or adoption of the Plan or Trust Agreement may be chargeable to and withdrawn
from the Trust Fund or said expenses may be borne by the Company.  The Trust
Agreement shall be deemed to form a part of this Plan, and any and all rights or
benefits which accrue to any person under this Plan shall be subject to all the
terms and provisions of said Trust Agreement insofar as they are not in direct
conflict with this Plan.

                                     -58-
<PAGE>

                                   ARTICLE X
                                 MISCELLANEOUS
                                 -------------

     10.1  Right of Employer to Dismiss Employees
           --------------------------------------

           The adoption and maintenance of the Plan shall not be deemed to
constitute a contract between the Employer and any Employee, or to be a
consideration for or an inducement or condition of the Employment of any person.
Neither the action of the Company in establishing this Plan nor any action taken
by it or by the Committee under the provisions hereof, nor any provisions of
this Plan shall be construed as giving to any Employee of the Employer the right
to be retained in its employ or any right to any payment whatsoever except to
the extent of the benefits provided for by this Plan to be paid from the Trust
Fund.  The Employer expressly reserves its right to dismiss any employee at any
time without any liability for any claim either against the Company or against
the Trust Fund for any payment whatsoever except to the extent provided for in
this Plan.

     10.2  Benefits Provided Solely From the Trust Fund
           --------------------------------------------

           All benefits payable under this Plan shall be paid or provided for
solely from the Trust Fund and the Employer assumes no liability or
responsibility therefor.

     10.3  Plan Intended to Conform to Provisions of Federal Internal Revenue
           ------------------------------------------------------------------
Code Relative to Employees' Trusts
----------------------------------

           It is the intention of the Company that it shall be impossible for
any part of the Trust Fund to be used for or diverted to purposes other than for
the exclusive benefit of the Employees of the Employer. This Section 10.3 shall
be construed to follow the spirit and intent of the present Act, Code and
regulations thereunder or any future federal law and regulations governing
trusts for the exclusive benefit of employees, to the end that the Trust Fund
shall be incapable of such diversion, whether by operation or natural
termination of the Trust by power of revocation, by amendment or by any other
means, except as expressly allowed by any such law or regulations.

     10.4  Amended and Successor Code or Act or Sections Thereof
           -----------------------------------------------------

           Wherever a reference is made in this Plan to the Code or Act or to a
section of the Code or Act, such reference shall be deemed to refer to such Code
or Act or section as the same may be amended from time to time, and to any
successor Code or Act or section thereto.

     10.5  Context to Control
           ------------------

          The headings of articles and sections are included solely for
convenience or reference, and if there is any conflict between such headings and
the text of the Plan, the text shall control.

                                     -59-
<PAGE>

     10.6  Gender and Number
           -----------------

           Any gender, including neuter, shall include the other and the
singular shall include the plural, and vice versa.

     10.7  Service of Process
           ------------------

           Any member of the Committee who is then acting as such shall be
authorized to receive service of process on behalf of the Plan.

     10.8  Governing Law
           -------------

           This plan shall be administered in the United States of America, and
its validity, construction and all rights hereunder shall be governed by the
laws of the United States under the Act.  To the extent that the Act shall not
be held to have preempted local law, the Plan shall be administered under the
laws of the state under which the Company is organized.  If any provision of the
Plan is held invalid or unenforceable, the remaining provisions hereof shall
continue to be fully effective.

     10.9  Adoption by Other Employers
           ---------------------------

           In the event that any Employer other than the Company and its
Affiliates adopts this Plan, completely independent records, allocations, and
contributions shall be maintained for each entity which constitutes an Employer,
and, for purposes of this Section 10.9, the Company and its Affiliates shall be
deemed to constitute a single Employer.  The Trustee may invest all funds
without segregating assets between or among signatory Employers.  A separate
Participant Account shall be established by each Employer for each Participant
employed by any such Employer.  Forfeitures arising with respect to one
Employer's former Participants shall be allocated only among the Participant
Accounts of that Employer's Participants and shall not be allocated to the
Participant Accounts of other Employers.

     10.10 No Reversion to Employer
           ------------------------

          Except as provided in section 4.1.3, no contribution to or other asset
of this Plan and Trust shall revert to the Employer, the Plan being for the
exclusive benefit of the Employees of the Employer.

                                     -60-
<PAGE>

     IN WITNESS WHEREOF, this document has been executed this 29th day of
December, 1998, to be effective as of January 1, 1998.


                                        HOLLYWOOD PARK, INC.


                                        By /s/ G. Michael Finnigan
                                           __________________________________
                                          Title: Executive Vice President/CFO


Approved as to form:

IRELL & MANELLA LLP

By /s/ Thomas A. Kirschbaum
   ________________________
     Thomas A. Kirschbaum
     Attorneys for Hollywood Park, Inc.

                                     -61-
<PAGE>

           FIRST AMENDMENT TO THE SECOND AMENDMENT AND RESTATEMENT
           -------------------------------------------------------

              OF THE HOLLYWOOD PARK, INC. 401 (K) INVESTMENT PLAN
              ---------------------------------------------------

     Hollywood Park, Inc., a Delaware corporation, hereby makes this First
Amendment to the Second Amendment and Restatement of the Hollywood Park, Inc.
401(k) Investment Plan, effective as of July 1, 1999, with reference to the
following facts:

     A.     Hollywood Park, Inc. maintains the Second Amendment and Restatement
of the Hollywood Park, Inc. 401(k) Investment Plan (the "Plan") for the benefit
of its employees.

     B      By Section 8.4 of the Plan, Hollywood Park, Inc. has reserved the
power to amend the Plan.

     C.     Hollywood Park, Inc. deems it to be in its best interests and in the
best interests of participants and beneficiaries in the Plan for the Plan to be
amended as set forth below.

     NOW, THEREFORE, the Plan is hereby amended, effective as of July 1, 1999,
as follows:

     1.     Section 1.6 of the Plan is hereby amended to provide in its entirety
as follows:

     "1.16  "Entry Date" shall mean January 1, April 1, July 1, and October 1 of
each year."

     2.     The reference in the first sentence of Section 4.1.1 of the Plan to
"fifteen percent (15%)" is hereby amended to a reference to "eighteen percent
(18%)."

     3.     The third sentence of Section 4.1.1 of the Plan is hereby amended to
provide as follows:

     "Each Participant who desires to have Deferral Contributions made on his
     behalf shall give written notice thereof to the Committee in a form
     satisfactory to the Committee a number of days (which such number shall be
     specified by the Committee from time to time, but shall be the same number
     for all Participants at any given time) before the date on which such
     Deferral Contributions are to be begin; provided, however, that such
     Deferral Contributions may begin only on the first pay date in any calendar
     month."

     4.     The fifth sentence of Section 4.1.1 of the Plan is hereby amended to
provide as follows:

     "Each Participant may resume or change the level of the Deferral
     Contributions made on his behalf as of the first pay date in any calendar
<PAGE>

     month by giving written notice of such resumption or change to the
     Committee a number of days (which such number shall be specified by the
     Committee from time to time, but shall be the same number for all
     Participants at any given time) before such first pay date in a calendar
     month."

     5.   In all other respects, the terms and provisions of the Plan are hereby
ratified and declared to be in full force and effect.

     IN WITNESS WHEREOF, Hollywood Park , Inc. has executed this First Amendment
this 2/nd/ day of June, 1999, to be effective as of July 1, 1999.

                                             HOLLYWOOD PARK, INC.



                                             By: /s/ Loren Ostrow
                                                --------------------------------

                                      -2-
<PAGE>

           SECOND AMENDMENT TO THE SECOND AMENDMENT AND RESTATEMENT
           --------------------------------------------------------
              OF THE HOLLYWOOD PARK, INC. 401(K) INVESTMENT PLAN
              --------------------------------------------------



     Hollywood Park, Inc., a Delaware corporation, hereby makes this Second
Amendment to the Second Amendment and Restatement of the Hollywood Park, Inc.
401(k) Investment Plan, effective as of September 9, 1999, with reference to the
following facts:

     A.   Hollywood Park, Inc. maintains the Second Amendment and Restatement of
the Hollywood Park, Inc. 401(k) Investment Plan (the "Plan") for the benefit of
its employees.

     B.   By Section 8.4 of the Plan, Hollywood Park, Inc. has reserved the
right to amend the Plan.

     C.   Hollywood Park, Inc. deems it to be in its best interests and in the
best interests of participants and beneficiaries in the Plan for the Plan to be
amended as set forth below.

     NOW, THEREFORE, the Plan is hereby amended, effective as of September 9,
1999, as follows:

     1.   Section 4.1.1 of the Plan is hereby amended by the addition of a new
sentence following the fifth sentence thereof, which such new sentence shall
provide as follows:

     "The Committee may permit each Participant to make an election, separate
     from the elections described above, to have Deferral Contributions made on
     his behalf out of cash Compensation in lieu of vacation or paid time off;
     and each Participant who wishes to make such an election shall give written
     notice of such election to the Committee in a form satisfactory to the
     Committee a number of days (which such number shall be specified by the
     Committee from time to time, but which shall be the same number for all
     Participants at any given time) before the date on which such cash
     Compensation would otherwise be paid to the Participant."

     2.   Section 5.5.3 is hereby added to the Plan, which such Section 5.5.3
shall provide in its entirety as follows:

     "5.5.3 Notwithstanding the foregoing, as of September 9, 1999, each
     Participant who was a "Racetrack Employee" within the meaning of that
     certain Asset Purchase Agreement dated May 5, 1999 between Hollywood Park,
     Inc. and Churchill Downs Incorporated, or an "Employee" within the meaning
     of that certain Lease and Agreement dated September 10, 1999 by and between
     Hollywood Park, Inc. and Century Gaming Management, Inc.,
<PAGE>

     shall be fully vested in his entire interest in his Regular Matching
     Contributions Account and Discretionary Matching Contributions Account."

     3.   Section 7.1 of the Plan is hereby amended by the addition of a
sentence to the end thereof, which such sentence shall provide as follows:

     "For purposes of this Article VII, a Participant shall be deemed to have
     terminated his Employment upon the disposition by the Employer of
     substantially all of the assets used by the Employer in a trade or business
     within the meaning of Section 401(k)(10)(A)(ii) of the Code, if such
     Participant continues employment with the corporation acquiring such
     assets, or upon the disposition by the Employer of the Employer's interest
     in a subsidiary within the meaning of Section 401(k)(10)(A)(iii) of the
     Code, if the Participant continues employment with such subsidiary, but
     only if such Participant satisfies the requirements for receiving a
     distribution under Section 401(k)(10) of the Code."

     4.   In all other respects, the terms and provisions of the Plan are hereby
ratified and declared to be in full force and effect.

     IN WITNESS WHEREOF, Hollywood Park, Inc. has executed this Second Amendment
this day of 1999, to be effective as of September 9, 1999.

                                             HOLLYWOOD PARK, INC.



                                             By: /s/Loren Ostrow
                                               -------------------------

                                      -2-
<PAGE>

            THIRD AMENDMENT TO THE SECOND AMENDMENT AND RESTATEMENT
              OF THE HOLLYWOOD PARK, INC. 401(K) INVESTMENT PLAN

     Hollywood Park, Inc., a Delaware corporation, hereby makes this Third
Amendment to the Second Amendment and Restatement of the Hollywood Park, Inc.
401(k) Investment Plan, effective as of April 1, 2000, with reference to the
following facts:

     A.     Hollywood Park, Inc. maintains the Second Amendment and Restatement
of the Hollywood Park, Inc. 401(k) Investment Plan (the "Plan") for the benefit
of its employees.

     B.     By Section 8.4 of the Plan, Hollywood Park, Inc. has reserved the
right to amend the Plan.

     C.     Hollywood Park, Inc. deems it to be in its best interests and in the
best interests of participants and beneficiaries in the Plan for the Plan to be
amended as set forth below.

     NOW, THEREFORE, the Plan is hereby amended, effective as of April 1, 2000,
as follows:

     1.     Sections 1.39 and 1.40 are hereby added to the end of Article I,
which such Sections shall provide in their entirety as follows:

     "1.39  'Company Stock' means common stock which is readily tradable on an
     established securities market issued by the Company or by a corporation
     which is a member of the same controlled group (within the meaning of
     Sections 409(l)(4) and 1563(a) of the Code) as the Company.

     "1.40  'Company Stock Fund' means a fund invested primarily in shares of
     Company Stock, but which also holds cash to provide enough liquidity to
     permit disbursements before the settlement of trades of shares of Company
     Stock. For purposes of recordkeeping, the Company Stock Fund shall be
     divided into units, and each unit shall have a specific unit value at any
     given time."

     2.     Section 2.3.3 of the Plan is hereby amended to provide in its
entirety as follows:

     "2.3.3 At all times, this Plan shall be an 'eligible individual account
     plan,' as defined in Section 407(d)(3) of the Act. Accordingly, the Trustee
     is authorized to invest and hold up to one hundred percent (100%) of the
     assets in the Trust Fund in Company Stock, in the Company Stock Fund, or in
     any other 'qualifying employer securities,' as that term is defined in the
     Act. The Trustee may purchase Company Stock or qualifying employer
     securities from the Employer or from any other source, and such Company
     Stock or qualifying employer securities purchased by the Trustee may be
     outstanding,
<PAGE>

     newly issued or treasury shares; provided, however, that (a) the Trustee
     shall not purchase any shares of Company Stock or qualifying employer
     securities at a price exceeding the fair market value of such shares or
     securities as of the time of purchase, as determined in good faith by the
     Committee, and (b) no commissions shall be paid on the acquisition by the
     Trustee of Company Stock or qualifying employer securities from any 'party
     in interest,' as defined in Section 3(14) of the Act, or any 'disqualified
     person,' as defined in Section 4975(e)(2) of the Code. The Trustee is
     expressly excused from the requirements of diversification and of a fair
     return as to the investment of the Trust Fund in Company Stock or in the
     Company Stock Fund."

     3.   Section 2.3.5 of the Plan is hereby amended by the addition to the end
thereof of the following language:

     "Notwithstanding the foregoing, a participant's option to invest the assets
     in his Participant Account in shares of Company Stock or units of the
     Company Stock Fund shall be subject to the following limitations:

          (a)  Not more than twenty-five percent (25%) of a Participant's
     Deferral Contributions, determined as of the time or times when such
     Deferral Contributions are made, may be invested in shares of Company Stock
     or units of the Company Stock Fund at the Participant's direction;

          (b)  Regular Matching Contributions and Discretionary Matching
     Contributions shall be invested in shares of Company Stock or units of the
     Company Stock Fund to the extent, and only to the extent, that such Regular
     Matching Contributions and Discretionary Matching Contributions are made
     with respect to Deferral Contributions which the Participant properly
     directs to be invested in shares of Company Stock or units of the Company
     Stock Fund; provided, however, that not more than twenty-five percent (25%)
     of the Regular Matching Contributions and Discretionary Matching
     Contributions made on behalf of a Participant, determined as of the time or
     times when such Regular Matching Contributions and Discretionary Matching
     Contributions are made, shall be invested in shares of Company Stock or
     units of the Company Stock Fund;

          (c)  Not more than twenty-five percent (25%) of the rollover
     contributions made by a Participant under Section 4.8, determined as of the
     time or times when such rollover contributions are made, may be invested in
     shares of Company Stock or units of the Company Stock Fund;

          (d)  If a portion of a Participant's Participant Account has been
     invested in shares of Common Stock or units of the Common Stock Fund at
     such Participant's direction, such Participant may, at any time or in any
     manner permitted by the Committee under this Section 2.3.5, direct that all
     or a portion of such investment in shares of Company Stock or units of the
     Company Stock Fund shall be reinvested in one or more investment funds,

                                      -2-
<PAGE>

     pools or vehicles offered as investment choices to Participants under this
     Section 2.3.5;

            (e)  To the extent that the assets in a Participant's Participant
     Account have been invested at the direction of the Participant in
     investment funds, pools or vehicles other than shares of Company Stock or
     units of the Company Stock Fund, (i) the Participant shall have an
     election, which shall be available one time only and which may be made, if
     at all, in the time and manner specified by the Committee, to direct that
     up to twenty-five percent (25%) of the balance in his or her Participant
     Account as of March 31, 2000 shall be reinvested in shares of Company Stock
     or units of the Company Stock Fund, and (ii) except as provided in clause
     (i) of this Section 2.3.5(e), the Participant shall have no right to direct
     that such investments be reinvested in shares of Company Stock or units of
     the Company Stock Fund; and

            (f)  The Committee shall have the power to suspend, delay, override
     or disregard any investment direction of a Participant regarding shares of
     Company Stock or units of the Company Stock Fund if the Committee
     determines, in its discretion, that such suspension, delay, overriding, or
     disregarding is necessary or appropriate to facilitate or ensure compliance
     with any federal or state securities laws, including, but not limited to,
     securities laws regarding insider trading."

     4.  Section 2.15 is hereby added to the end of Article II of the Plan,
which such Section shall provide in its entirety as follows:

     "2.15  Voting of Company Stock
            -----------------------

            Each Participant shall be entitled to direct the Trustee as to the
     manner in which shares of Company Stock allocated to such Participant's
     Participant Account or shares of Company Stock represented by units of the
     Company Stock Fund allocated to such Participant's Participant Account
     ("Allocated Shares") are to be voted. In the event a tender or exchange
     offer is made with respect to Company Stock, each Participant shall be
     entitled, to the extent permitted by law, to direct the Trustee whether or
     not to tender Allocated Shares. Except as otherwise required by law, the
     Trustee will vote Allocated Shares for which it has not received voting
     directions from the Participant in the same proportion as it votes shares
     of Common Stock held by the Trust Fund or represented by units of the
     Company Stock Fund held by the Trust Fund for which it has received voting
     directions from Participants. Except as otherwise required by law, the
     Trustee will not tender Allocated Shares for which it has not received
     tender directions from the Participant."

     5.     Section 7.5.5(b) of the Plan is hereby amended by the addition to
the end thereof of the following language:

                                      -3-
<PAGE>

     "In the event that the Participant elects benefits to be paid in the form
     of one lump sum or in a direct rollover in accordance with Section 7.15,
     the Participant may elect that any portion of the Participant's Participant
     Account which is invested at the Participant's direction in shares of
     Company Stock or in units of the Company Stock Fund shall be distributed in
     the form of shares of Company Stock, valued as of the date of distribution,
     with fractional shares being paid in cash. Unless the Participant makes the
     election described in the preceding sentence, the entire amount of his or
     her Participant Account shall be distributed in the form of cash."

     6.   In all other respects, the terms and provisions of the Plan are hereby
ratified and declared to be in full force and effect.

     IN WITNESS WHEREOF, Hollywood Park, Inc. has executed this Third Amendment
this 17th day of February, 2000, to be effective as of the date first above
written.



                                             HOLLYWOOD PARK, INC.



                                             By: /s/ Loren Ostrow
                                                ------------------------

                                      -4-
<PAGE>

           FOURTH AMENDMENT TO THE SECOND AMENDMENT AND RESTATEMENT
              OF THE HOLLYWOOD PARK, INC. 401(k) INVESTMENT PLAN


     Pinnacle Entertainment, Inc., a Delaware corporation formally known as
Hollywood Park, Inc., hereby makes this Fourth Amendment to the Second Amendment
and Restatement of the Hollywood Park, Inc. 401(k) Investment Plan, effective as
the dates set forth below, with reference to the following facts:

     A.     Pinnacle Entertainment, Inc. maintains the Second Amendment and
Restatement of the Hollywood Park, Inc. 401(k) Investment Plan (the "Plan") for
the benefit of its employees.

     B.     By Section 8.4 of the Plan, Pinnacle Entertainment, Inc. has
reserved the right to amend the Plan.

     C.     Pinnacle Entertainment, Inc. deems it to be in its best interests
and in the best interests of participants and beneficiaries in the Plan for the
Plan to be amended as set forth below.

     NOW, THEREFORE, the Plan is hereby amended, effective June 12, 2000, as
follows:

     1.     Section 1.2  is hereby amended in its entirety as follows:

     "1.2   'Active Participant' shall mean any Participant (a) who completes
     one thousand (1,000) or more Hours of Service in the Plan Year and is
     employed by the Employer on the Anniversary Date, (b) who dies or suffers
     Total Disability during the Plan Year while employed by the Employer, (c)
     who retires on or after his Normal Retirement Date during the Plan Year, or
     (d) whose employment with the Employer was terminated in connection with a
     sale of assets, which the Board of Directors, in its discretion, has
     designated pursuant to this Section 1.2."

     2.     Section 1.6 is hereby amended in its entirety as follows:

     "1.6 'Board of Directors' shall mean the Board of Directors of Pinnacle
     Entertainment, Inc. or any successor corporation."

     3.     Section 1.9 is hereby amended in its entirety as follows:

     "1.9   'Company' shall mean Pinnacle Entertainment, Inc. or any successor
     corporation."

     4.     Section 1.27  is hereby amended in its entirety as follows:

     "1.27  'Plan' shall mean the Pinnacle Entertainment, Inc. 401(k) Investment
     Plan set forth in and by this document and the related Trust and all
     subsequent amendments thereto."
<PAGE>

     In all other respects, the terms and provisions of the Plan are hereby
ratified and declared to be in full force and effect.

     IN WITNESS WHEREOF, Pinnacle Entertainment, Inc. has executed the Fourth
Amendment this 4th day of January, 2001, to be effective as June 12, 2000.


                                              PINNACLE ENTERTAINMENT, INC.



                                              By: /s/ Loren S. Ostrow
                                                  ___________________

                                      -2-
<PAGE>

            FIFTH AMENDMENT TO THE SECOND AMENDMENT AND RESTATEMENT
          OF THE PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN


     Pinnacle Entertainment, Inc., a Delaware corporation, hereby makes this
Fifth Amendment to the Second Amendment and Restatement of the Pinnacle
Entertainment, Inc. 401(k) Investment Plan, effective as the dates set forth
below, with reference to the following facts:

     A.   Pinnacle Entertainment, Inc. maintains the Second Amendment and
Restatement of the Pinnacle Entertainment, Inc. 401(k) Investment Plan (the
"Plan") for the benefit of its employees.

     B.   By Section 8.4 of the Plan, Pinnacle Entertainment, Inc. has reserved
the right to amend the Plan.

     C.   Pinnacle Entertainment, Inc. deems it to be in its best interests and
in the best interests of participants and beneficiaries in the Plan for the Plan
to be amended as set forth below.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.   Section 2.3.5 of the Plan is hereby amended, effective as of April 27,
2001,  by striking paragraphs (a) through (e) thereof.

     2.   Section 2.12 of the Plan is hereby amended, effective as of April 27,
2001, by the addition of the following sentence at the end thereof:

     "All loans shall be taken out in the form of cash; no loan shall be taken
     out in the form of Company Stock."

     3.   Section 7.5 of the Plan is hereby amended in its entirety, effective
90 days after Participants in the Plan are given notice of this Fifth Amendment,
to provide as follows:

     "7.5 Form of Distribution-General
          ----------------------------

          The following provisions shall apply to any distribution from the
     Trust Fund with respect to any Participant to the extent that the Trustee
     has not received for the benefit of such Participant any direct or indirect
     transfer of assets under Section 4.10 from any other plan which is required
     to comply with the requirements of Section 417 of the Code:

          7.5.1  Form of Distribution:   The Committee shall distribute such
                 --------------------
     Participant's interest in the Trust Fund, in one of the following forms, as
     elected by the Participant or his Beneficiary:

                 (a)  Installment payments over a period not to exceed the life
          expectancy of the Participant or the joint and last survivor life
<PAGE>

          expectancy of the Participant and his or her Beneficiary.
          Undistributed installments shall not bear interest, unless earned.

                 (b)  One lump sum payable as soon as administratively
          practicable after such Participant's death, Total Disability,
          retirement or termination of Employment.

                 (c)  A direct rollover in accordance with Section 7.15.

                 (d)  In the event that the Participant elects benefits to be
          paid in the form of one lump sum or in a direct rollover in accordance
          with Section 7.15, the Participant may elect that any portion of the
          Participant's Participant Account which is invested at the
          Participant's direction in shares of Company Stock or in units of the
          Company Stock Fund shall be distributed in the form of shares of
          Company Stock, valued as of the date of distribution, with fractional
          shares being paid in cash. Unless the Participant makes the election
          described in the preceding sentence, the entire amount of his or her
          Participant Account shall be distributed in the form of cash.

                 (e)  If such Participant's interest in the Trust Fund includes
          a life insurance contract which is being held for his benefit, the
          Participant may elect to have such policy cancelled and to have the
          proceeds thereof added to his Participant Account and distributed to
          him as part thereof, or to have such policy assigned to him. Such
          election shall be made at the time and in the form prescribed by the
          Committee, and failure by a Participant to make such election timely
          in the proper form shall be deemed to be an election to have such
          policy cancelled and to have the proceeds thereof added to such
          Participant's Participant Account and distributed to him as part
          thereof.

          7.5.2  Beneficiary:  Each Participant's Beneficiary shall be his
                 -----------
     surviving spouse, unless either (a) there is no surviving spouse, or (b)
     such Participant's spouse consents in writing to the designation of another
     Beneficiary, and such consent acknowledges the effect of such designation
     and is witnessed by a representative of the Plan or a notary public. If
     there is no surviving spouse, or if such Participant's spouse consents in
     writing to the designation of another Beneficiary and such consent
     acknowledges the effect of such designation and is witnessed by a notary
     public, such Participant's Beneficiary shall be designated in the manner
     set forth in Section 7.17.5(a).

          7.5.3  Cash Out of Benefits:  Notwithstanding the foregoing provisions
                 --------------------
     of this Section 7.5, the vested balance in a Participant's Participant
     Account shall be distributed immediately upon the retirement, death, Total
     Disability, termination of employment or death of the Participant if such
     distribution can be made without the consent of the Participant or the
     Participant's spouse under the following provisions of this Section 7.5.3.
     If the value of a Participant's vested Participant Account exceeds $5,000,
     and
                                      -2-
<PAGE>

     such vested Participant Account is not "Immediately Distributable" (as
     defined below), the Participant and the Participant's spouse (or the
     survivor, if either has died) must consent to any distribution of such
     Participant Account. Such consent of the Participant and the Participant's
     spouse shall be obtained in writing within the 90-day period ending on the
     Annuity Starting Date. The Committee shall notify the Participant and the
     Participant's spouse of the right to defer any distribution until the
     Participant's Participant Account is no longer immediately distributable.
     Such notification shall include a general description of the material
     features, and an explanation of the relative values of the optional forms
     of benefit available under the Plan in a manner that would satisfy the
     requirements of Section 7.17.4, and shall be provided no less than 30 days
     and no more than 90 days before the Annuity Starting Date. However,
     distribution may commence less than 30 days after such notice is given, if
     the Committee clearly informs the Participant that the Participant has a
     right to a period of at least 30 days after receiving such notice to
     consider whether or not to elect a distribution (and, if applicable, a
     particular distribution option), and the Participant, after receiving such
     notice, affirmatively elects a distribution. Neither the consent of the
     Participant nor the Participant's spouse shall be required to the extent
     that a distribution is required to satisfy the provisions of Sections 5.3
     or 7.11 of the Plan. If, upon the termination of the Plan, the Plan does
     not offer an annuity option (purchased from a commercial provider) and if
     neither the Company nor any Affiliate maintains another defined
     contribution plan (other than an employee stock ownership plan as defined
     in Section 4975(e)(7) of the Code), the Participant's Participant Account
     will, without the Participant's consent, be distributed to the Participant.
     However, if the Company or any Affiliate maintains another defined
     contribution plan (other than an employee stock ownership plan as defined
     in Section 4975(e)(7) of the Code), the Participant's Participant Account
     will be transferred, without the Participant's consent, to the other plan
     if the Participant does not consent to an immediate distribution.
     Notwithstanding the foregoing, the following rule shall apply to
     distributions made before October 17, 2000: If the value of the
     Participant's vested Participant's Account (1) for Plan Years beginning
     before August 6, 1997, exceeds $3,500 (or exceeded $3,500 at the time of
     any prior distribution), (2) for Plan Years beginning after August 5, 1997,
     and for a distribution made before March 22, 1999, exceeds $5,000 (or
     exceeded $5,000 at the time of any prior distribution), (3) for Plan Years
     beginning after August 5, 1997, and for a distribution made after March 21,
     1999, that either exceeds $5,000 or is a remaining payment under a selected
     optional form of payment that exceeded $5,000 at the time the selected
     payment began, and the Participant's Participant Account is Immediately
     Distributable, the Participant and the Participant's Spouse (or the
     survivor, if either has died) must consent to any distribution of such
     Participant Account. For purposes of this Section 7.5.3 and of Section
     7.17.6, a Participant's Participant Account is "Immediately Distributable"
     if any part of the Participant Account could be distributed to the
     Participant (or surviving spouse) before the Participant attains, or would

                                      -3-
<PAGE>

     have attained if not deceased, the later of age 62 or his Normal Retirement
     Date."

     4.      Section 7.16.3 is hereby added to the Plan, effective as of
April 27, 2001, which such Section 7.16.3 shall provide in its entirety as
follows:

     "7.16.3  All distributions on account of hardship shall be made in cash;
     no distribution on account of hardship shall be made in the form of Company
     Stock."

     5.      Section 7.17 is hereby added to the Plan, effective 90 days after
Participants in the Plan are given notice of this Fifth Amendment, which such
Section 7.17 shall provide in its entirety as follows:

     "7.17   Form of Distribution - Transferee Plan
             --------------------------------------

             The following provisions shall apply to any distribution from the
     Trust Fund with respect to any Participant to the extent that the Trustee
     has received for the benefit of such Participant any direct or indirect
     transfer of assets under Section 4.10 from any other plan which is required
     to comply with the requirements of Section 417 of the Code:

             7.17.1  Right to Qualified Joint and Survivor Annuity: A
                     ---------------------------------------------
     Participant who retires or whose Employment is terminated shall receive the
     value of his benefits in the form of a Qualified Joint and Survivor
     Annuity, unless such Participant elects to waive the right to receive his
     benefits in the form of a Qualified Joint and Survivor Annuity within the
     period of ninety (90) days ending on the Annuity Starting Date. Any such
     election shall be in the form set forth in Section 7.17.3, and may be
     revoked at any time during the period of ninety (90) days ending on the
     Annuity Starting Date.

             7.17.2  Right to Qualified PreRetirement Survivor Annuity: If a
                     -------------------------------------------------
     Participant dies before the Annuity Starting Date and leaves a surviving
     spouse, such Participant's death benefit shall be paid to the surviving
     spouse in the form of a Qualified PreRetirement Survivor Annuity, unless
     such Participant elected to waive the right to have death benefits paid in
     the form of a Qualified PreRetirement Survivor Annuity within the period
     beginning on the first day of the Plan Year in which such Participant
     attained the age of thirty-five (35) years and ending on the date of such
     Participant's death. If a Participant separates from Service before the
     first day of the Plan Year in which he attains the age of thirty-five (35)
     years, the election period shall begin on the date of his separation from
     Service with respect to the balance in his Participant Account as of the
     date of separation from Service. A Participant who will not yet attain the
     age of thirty-five (35) years as of the end of any Plan Year may make a
     special election to waive the Qualified PreRetirement Survivor Annuity for
     the period beginning on the date of such election and ending on the first
     day of the Plan Year in which the Participant will attain the age of
     thirty-five (35) years. Such election shall not be valid unless the
     Participant receives a written explanation of the Qualified

                                      -4-
<PAGE>

     PreRetirement Survivor Annuity in such terms as are comparable with the
     explanation required under Section 7.17.4(b). Qualified PreRetirement
     Survivor Annuity coverage will be reinstated automatically as of the day of
     the Plan Year in which the Participant attains the age of thirty-five (35)
     years, and any new waiver of the Qualified PreRetirement Survivor Annuity
     on or after such date shall be subject to all of the requirements of this
     Section 7.17.2 and all other requirements of Section 7.17.3 and 7.17.4(b).
     Such Qualified PreRetirement Survivor Annuity shall commence not later than
     a reasonable period after such Participant's death, unless the surviving
     spouse elects a later date. Any election by a Participant to waive the
     right to receive benefits in the form of a Qualified PreRetirement Survivor
     Annuity shall be made in the form set forth in Section 7.17.3, and may be
     revoked at any time during the period beginning on the first day of the
     Plan Year in which such Participant attains the age of thirty-five (35)
     years, or, if a Participant separates from Service, the period beginning on
     the date of separation and ending on the date of such Participant's death.

          17.17.3   Form of Election:  An election to waive the right to receive
                    ----------------
     benefits in the form of a Qualified Joint and Survivor Annuity or in the
     form of a Qualified PreRetirement Survivor Annuity shall be in a form to be
     prescribed by the Committee. Any such election shall be effective only if
     it meets all of the following requirements: (a) the election is signed by
     the Participant and consented to in writing by the Participant's spouse,
     (b) the election designates a specific alternate beneficiary, including any
     class of beneficiaries or any contingent beneficiaries, which may not be
     changed without further spousal consent (unless the spouse expressly
     permits designations by the Participant without any further spousal
     consent), (c) the spouse's consent acknowledges the effect of the election,
     (d) the spouse's consent is witnessed by a representative of the Plan or a
     notary public, (e) the election designates a form of benefit payment, which
     may not be changed without further spousal consent (unless the spouse
     expressly permits designations by the Participant without any further
     spousal consent) and (f) the Participant has received the information
     specified in Section 7.17.4. Any spousal consent that permits beneficiary
     designations by the Participant without any requirement of further consent
     by the spouse must acknowledge that the spouse has the right to limit
     consent to a specific beneficiary, and that the spouse voluntarily elects
     to relinquish such right. Any spousal consent that permits the Participant
     to designate a form of benefit payment without any requirement of further
     consent by the spouse must acknowledge that the spouse has the right to
     limit consent to a specific form of benefit payment, and that the spouse
     voluntarily elects to relinquish such right. However, such spouse's consent
     shall not be required if the Participant establishes to the satisfaction of
     the Committee that such spouse's consent cannot be obtained because there
     is no spouse, because the spouse cannot be located or because of other
     circumstances which may be prescribed by regulations under Section 417 of
     the Code. A Participant's revocation of an election to waive the right to
     receive benefits in the form of a Qualified Joint and Survivor Annuity or
     in the form of a Qualified PreRetirement Survivor Annuity shall be in
     writing,
                                      -5-
<PAGE>

     but need not be consented to by such Participant's spouse. Any new election
     after a revocation, however, must comply with the requirements of this
     Section 7.17.3. Any consent by a spouse to an election under this Section
     7.17.3 (or establishment that the consent of a spouse cannot be obtained)
     shall not be binding upon any new or later spouse.

          7.17.4  Information To Be Furnished to Participants: The Committee
                  -----------------------------------------
     shall furnish the following information to each Participant:

                  (a)  A written explanation of (i) the terms and conditions of
          the Qualified Joint and Survivor Annuity, (ii) a Participant's right
          to make, and the effect of, an election under Sections 7.17.1 and
          7.17.3 to waive the right to receive benefits in the form of a
          Qualified Joint and Survivor Annuity, (iii) the rights of a
          Participant's spouse under Section 7.17.3, (iv) the right to make, and
          the effect of, a revocation of an election under Section 7.17.3 and
          (v) the relative values of the various optional forms of benefits
          under the Plan. Such explanation shall be provided no less than thirty
          (30) days and no more than ninety (90) days before the Annuity
          Starting Date of each Participant. Effective January 1, 1997, such
          explanation may be provided after the Annuity Starting Date, provided
          that, the distribution does not commence until at least thirty (30)
          days after such written explanation is provided, subject to the waiver
          of the 30-day period described in Section 7.17.4(b), below, and
          consistent with regulations prescribed under Section 417 of the Code.

                  (b)  Effective January 1, 1997, the election to waive the
          Qualified Joint and Survivor Annuity may be less than thirty (30) days
          after the receipt of the written explanation required under Section
          7.17.4(a), provided that:

                       (i)   the Participant has been provided with written
                  information that clearly indicates that the Participant has at
                  least thirty (30) days to consider whether to waive the
                  Qualified Joint and Survivor Annuity and elect (with spousal
                  consent) a form of distribution other than a Qualified Joint
                  and Survivor Annuity; and

                       (ii)  the Participant is permitted to revoke any
                  affirmative distribution election at least until the Annuity
                  Starting Date or, if later, at any time prior to the
                  expiration of the 7-day period that begins the day after the
                  written explanation is provided to the Participant.

                  (c)  A written explanation of (i) the terms and conditions of
          a Qualified PreRetirement Survivor Annuity, (ii) the Participant's
          right to make, and the effect of, an election under Sections 7.17.2
          and 7.17.3 to waive the right to receive benefits in the form of a
          Qualified PreRetirement Survivor Annuity, (iii) the rights of a
          Participant's

                                      -6-
<PAGE>

          spouse under Section 7.17.3, and (iv) the right to make, and the
          effect of, a revocation of an election under Section 7.17.2 and (v)
          the relative values of the various optional forms of benefit under the
          Plan. Such explanation shall be provided within whichever of the
          following periods ends last: (a) the period beginning on the first day
          of the Plan Year in which the Participant attains the age of thirty-
          two (32) years and ending with the close of the Plan Year preceding
          the Plan Year in which the Participant attains the age of thirty-five
          (35) years; (b) a reasonable period ending after the individual
          becomes a Participant; or (c) a reasonable period ending after the
          provisions of this Section 7.17 first applied to the Participant. For
          purposes of the preceding sentence, a reasonable period is the end of
          the two year period beginning one year before the date on which the
          applicable event occurs and ending one year after such date.
          Notwithstanding the foregoing, if a Participant separates from Service
          before attaining the age of thirty-five (35) years, such Participant
          must receive a written explanation under this Section 7.17.4(b) within
          the two year period beginning one year before such separation from
          Service and ending one year after such separation from Service. If
          such Participant thereafter returns to Employment, the applicable
          period for such Participant shall be redetermined.

          7.17.5  Alternative Forms of Distribution: To the extent that a
                  ---------------------------------
     Participant's benefits are not payable in the form of a Qualified Joint and
     Survivor Annuity or in the form of a Qualified PreRetirement Survivor
     Annuity, the following provisions shall apply to the payment of benefits to
     such Participant or such Participant's Beneficiary, as the case may be:

                  (a)  Such Participant shall have the right to designate one or
          more Beneficiaries to receive his interest in the Trust Fund upon his
          death, and shall have the right to designate one or more Beneficiaries
          to receive the death benefits of any life insurance contract in which
          there has been an investment for his benefit. Any such election shall
          be effective only if the election is signed by the Participant,
          consented to in writing by the Participant's spouse and the spouse's
          consent is witnessed by a representative of the Plan or a notary
          public. Such designations shall be made in the form prescribed by the
          Committee. If such Participant fails to designate a Beneficiary before
          his death, or if no designated Beneficiary survives the Participant,
          the Participant shall be deemed to have designated Beneficiaries in
          the following order of priority, and the Committee shall direct the
          Trustee to pay benefits under this Plan to such Beneficiaries: (1) The
          Participant's surviving spouse, (2) if the Participant has no
          surviving spouse, then the Trustees of any then existing inter vivos
          (living) trust (including any amendments thereto up to the time of the
          Participant's death) established by the Participant for the benefit of
          the Participant's surviving spouse, children or issue, (3) if there is
          no such surviving spouse or such inter vivos trust, then

                                      -7-
<PAGE>

          any testamentary trust established by court order in the Participant's
          estate, (4) if there is no such surviving spouse, inter vivos trust or
          testamentary trust, then the Participant's lawful living issue
          (including adopted issue) who survive such Participant, with each such
          issue's beneficial interest to be determined by right of
          representation, and (5) otherwise, to the Participant's executor or
          administrator. If no executor or administrator has been appointed or
          if actual notice of such appointment has not been given to the Trustee
          within one hundred twenty (120) days after such Participant's death,
          and if such Participant's interest in the Trust Fund does not exceed
          Sixty Thousand Dollars ($60,000.00), the Committee may direct the
          Trustee to pay such Participant's interest in the Trust Fund to the
          person entitled thereto and the Committee may require such proof of
          right and identity from such person as the Committee deems necessary,
          all in accordance with the provisions of Section 630 of the California
          Probate Code.

                  (b)  The Committee shall distribute such Participant's
          interest in the Trust Fund in one of the following forms, at the
          election of the Participant:

                       (i)   Installment payments over a period not to exceed
                  the life expectancy of the Participant or the joint and last
                  survivor life expectancy of the Participant and his or her
                  Beneficiary. Undistributed installments shall not bear
                  interest, unless earned.

                       (ii)  One lump sum payable as soon as administratively
                  practicable after such Participant's death, Total Disability,
                  retirement or termination of Employment.

                       (iii) A direct rollover in accordance with Section 7.15.

                       (iv)  In the event that the Participant elects benefits
                  to be paid in the form of one lump sum or in a direct rollover
                  in accordance with Section 7.15, the Participant may elect
                  that any portion of the Participant's Participant Account
                  which is invested at the Participant's direction in shares of
                  Company Stock or in units of the Company Stock Fund shall be
                  distributed in the form of shares of Company Stock, valued as
                  of the date of distribution, with fractional shares being paid
                  in cash. Unless the Participant makes the election described
                  in the preceding sentence, the entire amount of his or her
                  Participant Account shall be distributed in the form of cash.

                       (v)   If such Participant's interest in the Trust Fund
                  includes a life insurance contract which is being held for his
                  benefit, the Participant may elect to have such policy

                                      -8-
<PAGE>

                  cancelled and to have the proceeds thereof added to his
                  Participant Account and distributed to him as part thereof, or
                  to have such policy assigned to him. Such election shall be
                  made at the time and in the form prescribed by the Committee,
                  and failure by a Participant to make such election timely in
                  the proper form shall be deemed to be an election to have such
                  policy cancelled and to have the proceeds thereof added to
                  such Participant's Participant Account and distributed to him
                  as part thereof.

          7.17.6  Cash Out Of Benefits:  Notwithstanding the foregoing
                  ---------------------
     provisions of this Section 7.17, the vested balance in a Participant's
     Participant Account shall be distributed immediately upon the retirement,
     death, Total Disability, termination of employment or death of the
     Participant if such distribution can be made without the consent of the
     Participant or the Participant's spouse under the following provisions of
     this Section 7.17.3. If either the value of a Participant's vested
     Participant Account exceeds $5,000, or there are remaining payments to be
     made with respect to a particular distribution option that previously
     commenced, and such Participant's Participant Account is "Immediately
     Distributable" (as such term is defined in Section 7.5.3), the Participant
     and the Participant's spouse (or the survivor, if either has died) must
     consent to any distribution of such Participant Account. Such consent of
     the Participant and the Participant's spouse shall be obtained in writing
     within the 90-day period ending on the Annuity Starting Date. The Committee
     shall notify the Participant and the Participant's spouse of the right to
     defer any distribution until the Participant's Participant Account is no
     longer Immediately Distributable. Such notification shall include a general
     description of the material features, and an explanation of the relative
     values of, the optional forms of benefit available under the Plan in a
     manner that would satisfy the provisions of Section 7.17.4, and shall be
     provided no less than 30 days and no more than 90 days before the Annuity
     Starting Date. Notwithstanding the foregoing, only the Participant need
     consent to the commencement of the distribution in the form of a Qualified
     Joint and Survivor Annuity while such Participant's Participant Account is
     Immediately Distributable. Neither the consent of the Participant nor the
     Participant's spouse shall be required to the extent that a distribution is
     required to satisfy the provisions of Sections 5.3 or 7.11 of this Plan.
     If, upon the termination of this Plan, the Plan does not offer an annuity
     option (purchased from a commercial provider) and if neither the Company
     nor any Affiliate maintains another defined contribution plan (other than
     an employee stock ownership plan as defined in Section 4975(e)(7) of the
     Code), the Participant's Participant Account will, without the
     Participant's consent, be distributed to the Participant. However, if the
     Company or any Affiliate maintains another defined contribution plan (other
     than an employee stock ownership plan as defined in Section 4975(e)(7) of
     the Code), the Participant's Participant Account will be transferred,
     without the Participant's consent, to the other plan if the Participant
     does not consent to an immediate distribution. Notwithstanding the
     foregoing, the following rule shall apply

                                      -9-
<PAGE>

     for distributions made before October 17, 2000: If the value of a
     Participant's vested Participant Account exceeds (or at the time of any
     prior distribution (1) in Plan Years beginning before August 6, 1997,
     exceeded $3,500, or (2) in Plan Years beginning after August 5, 1997,
     exceeded) $5,000, and such Participant's Account is Immediately
     Distributable, the Participant and the Participant's spouse (or the
     survivor, if either has died) must consent to any distribution of such
     Participant Account."

     In all other respects, the terms and provisions of the Plan are hereby
ratified and declared to be in full force and effect.

     IN WITNESS WHEREOF, Pinnacle Entertainment, Inc. has executed this Fifth
Amendment this 27th day of April, 2001, to be effective as of the dates
written above.

                                             PINNACLE ENTERTAINMENT, INC.



                                             By: /s/ Loren G. Ostrow
                                                 ___________________

                                     -10-