WHOLE FOODS MARKET
                             401(K) RETIREMENT PLAN









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                                TABLE OF CONTENTS
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ARTICLE 1  DEFINITIONS............................................................................................1
   1.1       Actual Deferral Percentage ("ADP"):..................................................................1
   1.2       Administrator, Plan Administrator:...................................................................2
   1.3       Affiliated Employer:.................................................................................2
   1.4       Aggregate Limit:.....................................................................................2
   1.5       Annual Additions:....................................................................................2
   1.6       Annuity Starting Date:...............................................................................3
   1.7       Applicable Life Expectancy:..........................................................................3
   1.8       Applicable Period:...................................................................................3
   1.9       Average Contribution Percentage ("ACP"):.............................................................4
   1.10      Beneficiary:.........................................................................................4
   1.11      Break in Service:....................................................................................4
   1.12      Code:................................................................................................5
   1.13      Committee:...........................................................................................5
   1.14      Company Stock:.......................................................................................5
   1.15      Compensation:........................................................................................5
   1.16      Contribution Percentage:.............................................................................6
   1.17      Contribution Percentage Amounts:.....................................................................7
   1.18      Deferral Agreement:..................................................................................7
   1.19      Defined Benefit Fraction:............................................................................7
   1.20      Defined Contribution Dollar Limitation:..............................................................7
   1.21      Defined Contribution Fraction:.......................................................................8
   1.22      Designated Beneficiary:..............................................................................8
   1.23      Determination Date:..................................................................................8
   1.24      Disability:..........................................................................................8
   1.25      Distribution Calendar Year:..........................................................................9
   1.26      Eligible Participant:................................................................................9
   1.27      Employee:............................................................................................9
   1.28      Employee Contribution:...............................................................................9
   1.29      Employee Elective Deferrals:.........................................................................9
   1.30      Employee Elective Deferral Account:.................................................................10
   1.31      Employee Rollover/Transfer Contributions:...........................................................10
   1.32      Employee Rollover/Transfer Account:.................................................................10
   1.33      Employer:...........................................................................................10
   1.34      Employer Contribution Account:......................................................................10
   1.35      Employer Matching Contributions:....................................................................10
   1.36      Employer Matching Contribution Account:.............................................................10
   1.37      Employer Profit Sharing Contributions:..............................................................10
   1.38      Employer Profit Sharing Contribution Account:.......................................................11
   1.39      Employer Qualified Matching Contributions:..........................................................11
   1.40      Employer Qualified Matching Contribution Account:...................................................11
   1.41      Employer Qualified Non-Elective Contributions:......................................................11

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   1.42      Employer Qualified Non-Elective Contribution Account:...............................................11
   1.43      Entry Date:.........................................................................................11
   1.44      ERISA:..............................................................................................11
   1.45      Excess Aggregate Contributions:.....................................................................11
   1.46      Excess Amount:......................................................................................12
   1.47      Excess Contributions:...............................................................................12
   1.48      Excess Elective Deferrals:..........................................................................12
   1.49      Family Member:......................................................................................12
   1.50      Forfeiture:.........................................................................................12
   1.51      Former Participant:.................................................................................13
   1.52      Highest Average Compensation:.......................................................................13
   1.53      Highly Compensated Employee:........................................................................13
   1.54      Hour of Service:....................................................................................15
   1.55      Joint and Survivor Annuity:.........................................................................16
   1.56      Key Employee:.......................................................................................16
   1.57      Leased Employee:....................................................................................16
   1.58      Limitation Year:....................................................................................17
   1.59      Master or Prototype Plan:...........................................................................17
   1.60      Matching Contribution:..............................................................................17
   1.61      Maximum Permissible Amount:.........................................................................17
   1.62      Nonhighly Compensated Employee:.....................................................................18
   1.63      Normal Retirement Age:..............................................................................18
   1.64      Normal Retirement Date:.............................................................................18
   1.65      Participant:........................................................................................18
   1.66      Participant's Account:..............................................................................18
   1.67      Participant's Benefits:.............................................................................18
   1.68      Participating Employer:.............................................................................18
   1.69      Permissive Aggregation Group:.......................................................................19
   1.70      Plan:...............................................................................................19
   1.71      Plan Year:..........................................................................................19
   1.72      Predecessor Employer:...............................................................................19
   1.73      Preretirement Survivor Annuity:.....................................................................20
   1.74      Projected Annual Benefit:...........................................................................20
   1.75      Qualified Deferred Compensation Plan:...............................................................20
   1.76      Qualified Early Retirement Age:.....................................................................20
   1.77      Qualified Election:.................................................................................20
   1.78      Qualified Preretirement Survivor Annuity Election Period:...........................................21
   1.79      Recordkeeper:.......................................................................................21
   1.80      Regular Employee:...................................................................................21
   1.81      Required Aggregation Group:.........................................................................21
   1.82      Required Beginning Date:............................................................................22
   1.83      Spouse, Surviving Spouse:...........................................................................22
   1.84      Super Top-Heavy Plan:...............................................................................22
   1.85      Taxable Year:.......................................................................................22
   1.86      Top-Heavy Plan:.....................................................................................22
   1.87      Top-Heavy Plan Year:................................................................................23

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   1.88      Top-Heavy Ratio:....................................................................................23
   1.89      Too-Heavy Valuation Date:...........................................................................23
   1.90      Top Paid Group:.....................................................................................24
   1.91      Trust:..............................................................................................24
   1.92      Trust Agreement:....................................................................................24
   1.93      Trust Fund:.........................................................................................24
   1.94      Trustee:............................................................................................24
   1.95      Valuation Date:.....................................................................................24
   1.96      Vested Percentage:..................................................................................25
   1.97      Year of Service:....................................................................................25

ARTICLE 2  ELIGIBILITY AND PARTICIPATION.........................................................................27
   2.1       Initial Eligibility:................................................................................27
   2.2       Change in Employee Classification:..................................................................27
   2.3       Eligibility Upon Reemployment:......................................................................28

ARTICLE 3  CONTRIBUTIONS, INVESTMENT OF CONTRIBUTIONS, AND
                      ALLOCATIONS................................................................................29
   3.1       Employee Elective Deferrals:........................................................................29
   3.2       Employer Matching Contributions:....................................................................29
   3.3       Employer Qualified Matching Contributions:..........................................................30
   3.4       Employer Profit Sharing Contributions:..............................................................30
   3.5       Employer Qualified Non-Elective Contributions:......................................................30
   3.6       Employee Rollover/Transfer Contributions:...........................................................31
   3.7       Contributions Not Limited by Net Profits:...........................................................31
   3.8       Payment of Employer Contributions to Trustee:.......................................................31
   3.9       Form of Employer Contributions:.....................................................................31

ARTICLE 4  INVESTMENTS AND ACCOUNTING............................................................................32
   4.1       Investment of Participant Accounts:.................................................................32
   4.2       Accounting Procedure:...............................................................................32
   4.3       Correction of Allocations:..........................................................................32

ARTICLE 5  LIMITATION ON ALLOCATIONS, DEFERRALS AND CONTRIBUTIONS................................................34
   5.1       Limitation on Allocations:..........................................................................34
   5.2       Actual Deferral Percentage Test:....................................................................35
   5.3       Distribution of Excess Contributions:...............................................................36
   5.4       Average Contribution Percentage Test:...............................................................37
   5.5       Distribution of Excess Aggregate Contributions:.....................................................39
   5.6       Procedure for Distribution of Excess Elective Deferrals:............................................40

ARTICLE 6  VESTING AND FORFEITURES...............................................................................41
   6.1       Nonforfeitable Accounts:............................................................................41
   6.2       Accounts Subject to Vesting, Schedule:..............................................................41
   6.3       Vesting at Termination:.............................................................................42
   6.4       Forfeitures:........................................................................................42
   6.5       Buyback:............................................................................................43

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ARTICLE 7  PAYMENT OF BENEFITS...................................................................................44
   7.1       Eligibility for Payment of Benefits:................................................................44
   7.2       Commencement of Benefits:...........................................................................45
   7.3       Form of Payment of Benefits:........................................................................46
   7.4       Joint and Survivor Annuity Requirements:............................................................47
   7.5       Minimum Distribution Requirements:..................................................................48
   7.6       Payment at Death:...................................................................................49
   7.7       Designation of Beneficiary:.........................................................................51
   7.8       Notice Requirements:................................................................................52
   7.9       Transitional Joint and Survivor Annuity Rules:......................................................52
   7.10      Hardship Withdrawals:...............................................................................54
   7.11      Transitional Minimum Distribution Rules:............................................................56
   7.12      Direct Rollovers:...................................................................................57
   7.13      Distributions Under Qualified Domestic Relations Order:.............................................58

ARTICLE 8  SPECIAL TOP-HEAVY PLAN RULES..........................................................................59
   8.1       Applicability of Article:...........................................................................59
   8.2       Minimum Allocations:................................................................................59
   8.3       Minimum Vesting:....................................................................................59
   8.4       Super Top Heavy Plans:..............................................................................60

ARTICLE 9  ADMINISTRATION OF PLAN................................................................................61
   9.1       Responsibilities of Employer:.......................................................................61
   9.2       Rights and Responsibilities of Plan Administrator:..................................................61
   9.3       Administrative Committee:...........................................................................62
   9.4       Benefit Claims Procedure:...........................................................................64
   9.5       Multiple Roles:.....................................................................................65

ARTICLE 10  LOANS TO PARTICIPANTS................................................................................66
   10.1      Loans to Participants:..............................................................................66
   10.2      Terms and Conditions:...............................................................................66

ARTICLE 11  EXCLUSIVE BENEFIT....................................................................................68
   11.1      Exclusive Benefit:..................................................................................68
   11.2      Mistake of Fact:....................................................................................68
   11.3      Requirement of Qualification:.......................................................................68
   11.4      Requirement of Deductibility:.......................................................................68

ARTICLE 12  AMENDMENT, TERMINATION AND MERGER....................................................................69
   12.1      Amendment:..........................................................................................69
   12.2      Plan Termination:...................................................................................70
   12.3      Distribution Upon Plan Termination:.................................................................70
   12.4      Merger:.............................................................................................70

ARTICLE 13  MISCELLANEOUS........................................................................................71
   13.1      This Plan is Not an Employment Contract:............................................................71
   13.2      Limitations on the Obligations of the Employer:.....................................................71

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   13.3      Qualified Military Service:.........................................................................71
   13.4      Agreement Binding:..................................................................................71
   13.5      Assignment, Alienation, or Encumbrance:.............................................................71
   13.6      Construction:.......................................................................................72
   13.7      Headings:...........................................................................................72
   13.8      Governing Law:......................................................................................72

ARTICLE 14  PARTICIPATING EMPLOYERS..............................................................................73
   14.1      Adoption by Other Employers:........................................................................73
   14.2      Requirements of Participating Employers:............................................................73
   14.3      Designation of Agent:...............................................................................74
   14.4      Employee Transfers:.................................................................................74
   14.5      Participating Employers Contribution:...............................................................74
   14.6      Amendment:..........................................................................................74
   14.7      Discontinuance of Participation:....................................................................74
   14.8      Administrator's Authority:..........................................................................75




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                               WHOLE FOODS MARKET
                             401(K) RETIREMENT PLAN

         WHEREAS,  Whole Foods Market, Inc. ("Employer") adopted the Whole Foods
Market  401(k)  Retirement  Plan and Trust  ("Original  Plan"),  effective as of
January l, 1995, as an amendment and restatement of a profit sharing plan, which
was originally effective on January 1, 1991; and

         WHEREAS,  the Employer amended and restated the Original Plan as of May
l, 1996 ("Plan"),  through its execution of an amended  Dreyfus  Nonstandardized
Prototype  Profit  Sharing  Plan  and  Trust  Adoption  Agreement  (Plan  01002)
("Adoption  Agreement"),  used in  conjunction  with Basic Plan  Document No. 1,
Dreyfus Prototype Defined Contribution Plan; and

         WHEREAS,  the  Employer  has  amended  the  Plan  from  time to time by
executing an amended Adoption Agreement; and

         WHEREAS,  the  Employer  desires  to amend the plan to change the entry
dates into the Plan, to require that Employees hired on or after October l, 1998
attain age 21 before becoming eligible to participate in the Plan, to change the
definition of compensation, to allow contributions to be made to the Plan in the
form of stock in the Employer,  to consolidate  previous  amendments made to the
Plan in one  document,  and to  reflect  changes  in the law  made by the  Small
Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997;

         NOW,  THEREFORE,  the Whole  Foods  Market  401(k)  Retirement  Plan is
amended and  restated in its  entirety  as follows,  effective  as of January 1,
1999, except as otherwise specifically provided herein:


                                   ARTICLE 1
                                  DEFINITIONS

The  following  words and  phrases,  when used  herein,  shall have the meanings
indicated below, unless a different meaning is clearly indicated by the context.
All  references  to  sections  herein  pertain to  sections  of the Plan  unless
otherwise indicated by the text or context.

1.1      Actual Deferral Percentage ("ADP"):
         ----------------------------------
         For a specified group of  Participants  for a Plan Year, the average of
         the ratios  (calculated  separately for each Participant in such group)
         of (1) the amount of Employer  contributions  actually paid over to the
         trust  on  behalf  of such  Participant  for the  Plan  Year to (2) the
         Participant's  Compensation  for such Plan Year, but  considering  only
         Compensation  for the period during which such Participant was eligible
         to make Employee  Elective  Deferrals  (whether or not such Participant
         was making Employee Elective Deferrals).

         For purposes of the preceding  sentence,  "Employer  contributions"  on
         behalf of any  Participant  shall  include:  (1) any Employee  Elective
         Deferrals  made  pursuant  to  the  Participant's  Deferral  Agreement,


                                       1
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         including Excess Elective  Deferrals,  but excluding Elective Deferrals
         that  are  taken  into  account  in the  Contribution  Percentage  test
         (provided the ADP test is satisfied both with and without  exclusion of
         these  Employee  Elective   Deferrals);   and  (2)  Employer  Qualified
         Non-elective    Contributions   and   Employer    Qualified    Matching
         Contributions. The amounts of Employer Qualified Matching Contributions
         and Employer Qualified  Non-Elective  Contributions  taken into account
         for purposes of calculating the Actual Deferral Percentage,  subject to
         such other  requirements  as may be  prescribed by the Secretary of the
         Treasury,  shall be such  amounts  as are  needed  to meet  the  Actual
         Deferral Percentage test in section 5.2(a) of the Plan.

         For purposes of computing  Actual Deferral  Percentages,  "Participant"
         shall include an Employee who would be a  Participant  (with respect to
         eligibility to make Employee Elective Deferrals) but for the failure to
         make Employee Elective  Deferrals.  Such Employee shall be treated as a
         Participant on whose behalf no Employee Elective Deferrals are made.

1.2      Administrator, Plan Administrator:
         ---------------------------------
         The person or Committee named by the Employer to administer the Plan on
         behalf  of the  Employer.  If no  person or  Committee  is  named,  the
         Employer shall be the Administrator.

1.3      Affiliated Employer:
         -------------------
         Any corporation which is a member of a controlled group of corporations
         (as defined in Section 414(b) of the Code) which includes the Employer;
         any trade or  business  (whether  or not  incorporated)  which is under
         common  control  (as  defined in  Section  414(c) of the Code) with the
         Employer;  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 Employer; and any other entity required to
         be aggregated with the Employer pursuant to regulations under 414(o) of
         the Code.

1.4      Aggregate Limit:
         ---------------
         The sum of (a) 125 percent of the greater of the ADP of the  Non-highly
         Compensated  Employees for the prior Plan Year or the ACP of Non-highly
         Compensated  Employees  under the Plan subject to section 401(m) of the
         Code for the Plan Year  beginning with or within the prior Plan Year of
         the cash or deferred  arrangement  and (b) the lesser of 200% or 2 plus
         the lesser of such ADP or ACP. "Lesser" is substituted for "greater" in
         "(a)" above,  and "greater" is  substituted  for "lesser" after "2 plus
         the" in "(b)" if it would result in a larger Aggregate Limit.

1.5      Annual Additions:
         ----------------
         The sum of the following  amounts  allocated on behalf of a Participant
         for the Limitation Year:

         (a)      all employer contributions,

         (b)      all forfeitures,


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         (c)      all employee contributions.

         For purposes of this subsection,  amounts  reapplied to reduce employer
         contributions  under  section  5.1  shall  also be  included  as Annual
         Additions.  Excess Elective Deferrals and Excess Contributions shall be
         treated as Annual Additions under the Plan.

         Amounts  allocated,  after March 31,  1984,  to an  individual  medical
         account,  as defined in section 415(1)(2) of the Code, which is part of
         a pension or annuity plan  maintained by the  Employer,  are treated as
         Annual Additions to a defined  contribution plan. Also, amounts derived
         from  contributions paid or accrued after December 31, 1984, in taxable
         years ending after such date, which are attributable to post-retirement
         medical  benefits  allocated to the separate account of a key employee,
         as defined in section  419A(d)(3) of the Code,  under a welfare benefit
         fund, as defined in section  419(e),  maintained  by the Employer,  are
         treated as Annual Additions to a defined contribution plan.

1.6      Annuity Starting Date:
         ---------------------
         Annuity Starting Date is the first day of the first period for which an
         amount is paid as an annuity or any other form.

1.7      Applicable Life Expectancy:
         --------------------------
         The life expectancy (or joint and last survivor expectancy)  calculated
         using the attained age of the Participant  (or Designated  Beneficiary)
         as of the Participant's (or 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, such succeeding calendar year.

         Life expectancy and joint and last survivor  expectancy are computed by
         use of the  expected  return  multiples  in Tables V and VI of  section
         1.72-9 of the Income Tax Regulations.

         Unless otherwise  elected by the Participant (or Spouse, in the case of
         distributions   described   in  section   7.6(d)(2)(B))   by  the  time
         distributions  are  required  to  begin,  life  expectancies  shall  be
         recalculated  annually.  Such election  shall be  irrevocable as to the
         Participant  (or Spouse) and shall apply to all subsequent  years.  The
         life expectancy of a nonspouse beneficiary may not be recalculated.

1.8      Applicable Period:
         -----------------
         The  Applicable  Period  for  notice  in the  case  of a  Preretirement
         Survivor Annuity is whichever of the following periods ends last:

         (a)      the  period  beginning  with the first day of the Plan Year in
                  which the Participant attains age 32 and ending with the close
                  of the  Plan  Year  preceding  the  Plan  Year  in  which  the
                  Participant attains age 35;

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         (b)      a  reasonable  period  ending after the  individual  becomes a
                  Participant;

         (c)      a reasonable  period ending after section 7.4 first applies to
                  the Participant.

         Notwithstanding  the  foregoing,  notice  must  be  provided  within  a
         reasonable period ending after separation from service in the case of a
         Participant who separates from service before attaining age 35.

         For  purposes  of the  above,  a  reasonable  period  ending  after the
         enumerated  events  described in (b) and (c) is the end of the two-year
         period  beginning  one year  prior to the  date  the  applicable  event
         occurs,  and  ending  one  year  after  that  date.  In the  case  of a
         Participant  who separates  from service  before the Plan Year in which
         age 35 is attained, notice shall be provided within the two-year period
         beginning  one year  prior to  separation  and  ending  one year  after
         separation. If such a Participant thereafter returns to employment with
         the  Employer,  the  Applicable  Period for such  Participant  shall be
         redetermined.

1.9      Average Contribution Percentage ("ACP"):
         ---------------------------------------
         The  average  of  the   Contribution   Percentages   of  the   Eligible
         Participants in a specified group.

1.10     Beneficiary:
         -----------
         The person or persons  designated  pursuant to Article 7 of the Plan to
         receive a Participant's  benefits upon the Participant's death, subject
         to the restrictions of Article 7.

1.11     Break in Service:
         ----------------
         A Plan Year during which an Employee  does not  complete  more than 500
         Hours of Service with the Employer.

         Solely for  purposes  of  determining  whether a Break in  Service  for
         eligibility and vesting purposes has occurred in a computation  period,
         an  individual  who is absent  from  work for  maternity  or  paternity
         reasons  shall  receive  credit  for the Hours of Service  which  would
         otherwise  have been credited to such  individual but for such absence,
         or in any case in which such  hours  cannot be  determined,  8 Hours of
         Service per day of such absence.  The Hours of Service  credited  under
         this paragraph shall be credited in the computation period in which the
         absence  begins if the  crediting  is  necessary  to prevent a Break in
         Service  in that  period,  or, in all  other  cases,  in the  following
         computation period.

         An  absence  from work for  maternity  or  paternity  reasons  means an
         absence (1) by reason of the pregnancy of the individual, (2) by reason
         of the  birth  of a  child  of the  individual,  (3) by  reason  of the
         placement  of a child  with  the  individual  in  connection  with  the
         adoption  of such  child by such  individual,  or (4) for  purposes  of
         caring for such child for a period beginning immediately following such
         birth or placement.


                                       4
<PAGE>


1.12     Code:
         ----
         The Internal  Revenue Code of 1986 and the regulations  thereunder,  as
         heretofore  or  hereafter  amended.  Reference to a section of the Code
         shall include that section and any comparable  section or sections,  or
         any future statutory provision which amends,  supplements or supersedes
         that section.

1.13     Committee:
         ---------
         The  person  or  persons   appointed   by  the  Employer  to  have  the
         responsibilities set forth in Article 9.

1.14     Company Stock:
         -------------
         Equity  securities  issued by the  Employer or an  affiliate  which are
         publicly-traded and which are "qualifying  employer  securities" within
         the meaning of section 407(d)(5) of ERISA.

1.15     Compensation:
         ------------
         Effective   for  Plan  Years   beginning   after   December  31,  1997,
         Compensation  shall  mean a  Participant's  wages,  salaries,  fees for
         professional  service and other amounts received for personal  services
         actually  rendered  in the  course  of  employment  with  the  Employer
         maintaining the Plan (including,  but not limited to,  commissions paid
         salesmen,  compensation  for services on the basis of a  percentage  of
         profits,  commissions  on insurance  premiums,  tips,  and bonuses) and
         excluding the following:

         (a)      Employer  contributions  to a plan  of  deferred  compensation
                  which are not included in gross income of the Employee for the
                  taxable year in which contributed,  or employer  contributions
                  under a simplified employee pension plan, or any distributions
                  from a plan of deferred compensation;

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

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

         (d)      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
                  described  in section  403(b) of the Code  (whether or not the
                  amounts are actually  excludable  from the gross income of the
                  Employee).

         Notwithstanding   the  above,  for  purposes  of  allocating   Employer
         Contributions,   Compensation   shall   include  any  amount  which  is
         contributed by the Employer  pursuant to a salary  reduction  agreement
         and which is not  includible in the gross income of the Employee  under
         sections 125, 402(a)(8), 402(h) or 403(b) of the Code.

                                       5
<PAGE>

         For Plan  Years  beginning  on or after  January  1,  1989,  the annual
         Compensation  of each  Participant  taken into  account  under the Plan
         shall not exceed  $200,000,  as adjusted by the  Secretary  at the same
         time and in the same manner as under section 415(d) of the Code.

         For Plan  Years  beginning  on or after  January  1,  1994,  the annual
         Compensation of each Participant taken into account for determining all
         benefits  provided  under the Plan for any Plan Year  shall not  exceed
         $150,000, as adjusted for increases in the cost of living in accordance
         with section  401(a)(17)(B) of the Code. The cost-of-living  adjustment
         in  effect  for a  calendar  year  applies  to  the  applicable  period
         beginning in such calendar year.

         For Plan Years  beginning  before January 1, 1997, in  determining  the
         Compensation   of  a   Participant   for  purposes  of  the   foregoing
         limitations,  the rules of section  414(q)(6)  of the Code shall apply,
         except that in applying  such rules,  the term  "family"  shall include
         only the spouse of the  Participant  and any lineal  descendants of the
         Participant  who have not attained age 19 before the close of the year.
         If, as a result of application of such rules,  the annual  compensation
         limit is  exceeded,  then the  limitation  shall be prorated  among the
         affected   individuals   in  proportion   to  each  such   individual's
         Compensation as determined  under this section prior to the application
         of this limitation.

         Compensation for purposes of allocating  employer  contributions  shall
         not include  Compensation  for the period prior to the Employee's Entry
         Date into the plan for the type of employer contribution in question.

         Compensation  which a  Participant  may  elect to defer  under the Plan
         shall  include  only  Compensation  for the  period  during  which  the
         Participant was eligible to make Employee Elective Deferrals, and shall
         not include compensation after the Participant's employment terminates,
         such as severance pay.

         Compensation for a Limitation Year is the Compensation actually paid or
         includible in gross income during such Limitation Year.

         For Limitation Years beginning after December 31, 1997, for purposes of
         applying  the  limitations  of Section 5.1,  Compensation  paid or made
         available  during  such  Limitation  Year shall  include  any  elective
         deferral (as defined in Code section  402(g)(3)),  and any amount which
         is  contributed  or  deferred by the  Employer  at the  election of the
         Employee  and  which  is not  includible  in the  gross  income  of the
         Employee by reason of section 125 or 457.

1.16     Contribution Percentage:
         -----------------------
         The ratio (expressed as a percentage) of the Participant's Contribution
         Percentage Amounts to the Participant's Compensation for the Plan Year,
         but  considering  only  Compensation  for the period  during which such
         Participant was eligible to make Employee Elective  Deferrals  (whether
         or not such Participant was making Employee Elective Deferrals).

                                       6
<PAGE>

1.17     Contribution Percentage Amounts:
         -------------------------------
         The sum of the  Employee  Contributions,  Matching  Contributions,  and
         Employer Qualified Non-Elective  Contributions (to the extent not taken
         into  account  for  purposes  of the ADP test)  made  under the Plan on
         behalf  of  the  Participant  for  the  Plan  Year.  Such  Contribution
         Percentage  Amounts shall not include Matching  Contributions  that are
         forfeited either to correct Excess  Aggregate  Contributions or because
         the  contributions  to which they relate are Excess  Deferrals,  Excess
         Contributions,  or Excess  Aggregate  Contributions.  The  Employer may
         include   Employer   Qualified   Non-elective   Contributions   in  the
         Contribution  Percentage  Amounts.  The  Employer may also elect to use
         Employee Elective  Deferrals in the Contribution  Percentage Amounts so
         long as the ADP test is met before the Employee Elective  Deferrals are
         used in the ACP test and continues to be met following the exclusion of
         those Employee Elective Deferrals that are used to meet the ACP test.

1.18     Deferral Agreement:
         ------------------
         A written agreement between an Employee who has otherwise satisfied the
         eligibility requirements of Section 2.1 and the Employer which provides
         that the  Participant's  cash compensation will be reduced and that the
         Employer  will  contribute  an  equivalent  amount  to the  Trust as an
         Employee Elective Deferral on behalf of such Participant. Each Deferral
         Agreement   shall  be  in  a  form   prescribed   or  approved  by  the
         Administrator  and shall be (a)  irrevocable  while the agreement is in
         effect with respect to compensation  already earned,  but (b) revocable
         as to pay periods  commencing a reasonable time after written notice is
         given by the Participant to the Employer.  Under no circumstances shall
         a Deferral Agreement be adopted retroactively.

1.19     Defined Benefit Fraction:
         ------------------------
         A  fraction,  the  numerator  of which is the sum of the  Participant's
         Projected  Annual Benefits under all the defined benefit plans (whether
         or not terminated)  maintained by the Employer,  and the denominator of
         which is the lesser of 125 percent of the dollar limitation  determined
         for the Limitation  Year under  sections  415(b) and (d) of the Code or
         140  percent  of  the  Highest  Average  Compensation,   including  any
         adjustments under section 415(b) of the Code.

         Notwithstanding  the above,  if the Participant was a participant as of
         the first day of the first Limitation Year beginning after December 31,
         1986, in one or more defined  benefit plans  maintained by the Employer
         which  were  in  existence  on May 6,  1986,  the  denominator  of this
         fraction  will not be less than 125  percent  of the sum of the  annual
         benefits under such plans which the  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 the Plan after
         May 5, 1986. The preceding sentence applies only if the defined benefit
         plans  individually and in the aggregate  satisfied the requirements of
         section 415 for all Limitation Years beginning before January 1, 1987.

1.20     Defined Contribution Dollar Limitation:
         --------------------------------------
         $30,000 as adjusted under section 415(d).

                                       7
<PAGE>

1.21     Defined Contribution Fraction:
         -----------------------------
         A fraction,  the numerator of which is the sum of the Annual  Additions
         to the Participant's  account under all the defined  contribution plans
         (whether or not terminated)  maintained by the Employer for the current
         and  all  prior  Limitation  Years,  (including  the  Annual  Additions
         attributable to the Participant's  nondeductible employee contributions
         to all defined benefit plans, whether or not terminated,  maintained by
         the  Employer  and the Annual  Additions  attributable  to all  welfare
         benefit funds, as defined in section 419(e) of the Code, and individual
         medical  accounts,  as  defined  in  section  415(1)(2)  of  the  Code,
         maintained by the Employer), and the denominator of which is the sum of
         the maximum  aggregate amounts for the current and all prior Limitation
         Years of service  with the  Employer  (regardless  of whether a defined
         contribution  plan  was  maintained  by  the  Employer).   The  maximum
         aggregate amount in any Limitation Year is the lesser of 125 percent of
         the dollar  limitation  determined under sections 415(b) and (d) of the
         Code in effect under section  415(c)(1)(A) of the Code or 35 percent of
         the Participant's ss.415 Compensation for such year.

         If the Employee was a Participant as of the end of the first day of the
         first Limitation Year beginning after December 31, 1986, in one or more
         defined  contribution  plans  maintained by the Employer  which were in
         existence  on May 6,  1986,  the  numerator  of this  fraction  will be
         adjusted if the sum of this fraction and the Defined  Benefit  Fraction
         would  otherwise  exceed  1.0 under the terms of this  Plan.  Under the
         adjustment, an amount equal to the product of (1) the excess of the sum
         of the fractions  over 1.0 times (2) the  denominator of this fraction,
         will be permanently subtracted from the numerator of this fraction. The
         adjustment is calculated  using the fractions as they would be computed
         as of the end of the last Limitation  Year beginning  before January 1,
         1987, and  disregarding  any changes in the terms and conditions of the
         plan made  after May 5,  1986,  but using the  section  415  limitation
         applicable to the first  Limitation  Year beginning on or after January
         1, 1987. The Annual Addition for any Limitation  Year beginning  before
         January  1,  1987,  shall  not be  recomputed  to  treat  all  employee
         contributions as Annual Additions.

1.22     Designated Beneficiary:
         ----------------------
         The individual who is designated as the  Beneficiary  under the Plan in
         accordance  with  section  401(a)(9)  of the Code  and the  regulations
         thereunder.

1.23     Determination Date:
         ------------------
         For the first Plan Year of the Plan, the last day of that year. For any
         subsequent Plan Year, the last day of the preceding Plan Year.

1.24     Disability:
         ----------
         Inability to engage in any  substantial  gainful  activity by reason of
         any medically  determinable  physical or mental  impairment that can be
         expected  to result in death or which has lasted or can be  expected to
         last for a continuous  period of not less than twelve (12) months.  The
         permanence and degree of such impairment  shall be supported by medical
         evidence satisfactory to the Administrator.

                                       8
<PAGE>

1.25     Distribution Calendar Year:
         --------------------------
         A  calendar  year for which a minimum  distribution  is  required.  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  Required  Beginning
         Date. For distributions  beginning after the  Participant's  death, the
         first  Distribution  Calendar  Year  is  the  calendar  year  in  which
         distributions are required to begin pursuant to section 7.6(d).

1.26     Eligible Participant:
         --------------------
         Any  Employee who is eligible to make an Employee  Contribution,  or an
         Employee  Elective  Deferral (if the Employer takes such  contributions
         into account in the calculation of the Contribution Percentage),  or to
         receive an Employer Matching Contribution (including forfeitures) or an
         Employer Qualified Matching Contribution.

1.27     Employee:
         --------
         Any  employee  of the  Employer  maintaining  the Plan or of any  other
         employer  required to be aggregated  with such Employer  under sections
         414(b),  (c), (m) or (o) of the Code.  The term  "Employee"  shall also
         include any "Leased  Employee" deemed to be an employee of any employer
         described  in the previous  sentence as provided in sections  414(n) or
         (o) of the Code.

         A Leased  Employee shall not be considered an employee of the recipient
         if.  (a) such  employee  is covered by a money  purchase  pension  plan
         providing:  (1) a nonintegrated  employer contribution rate of at least
         10 percent of  compensation,  as  defined in section  415(c)(3)  of the
         Code, but including amounts contributed  pursuant to a salary reduction
         agreement which are excludable  from the employee's  gross income under
         section 125, section 402(a)(8), section 402(h) or section 403(b) of the
         Code, (2) immediate participation,  and (3) full and immediate vesting;
         and (b) Leased  Employees do not constitute more than 20 percent of the
         recipient's nonhighly compensated workforce.

1.28     Employee Contribution:
         ---------------------
         Any contribution made to the Plan by or on behalf of a-Participant that
         is included in the Participant's gross income in the year in which made
         and that is maintained  under a separate  account to which earnings and
         losses are allocated.

1.29     Employee Elective Deferrals:
         ---------------------------
         Any  Employer  contributions  made to the Plan at the  election  of the
         Participant, in lieu of cash compensation, including contributions made
         pursuant to a Deferral  Agreement  or other  deferral  mechanism.  With
         respect  to  any  taxable  year,  a  Participant's   Employee  Elective
         Deferrals  is the sum of all employer  contributions  made on behalf of
         such  Participant  pursuant to an election to defer under any qualified
         cash or deferred  arrangement  as  described  in section  401(k) of the
         Code, any simplified  employee pension cash or deferred  arrangement as
         described in section  402(h)(1)(B),  any eligible deferred compensation
         plan under section 457, any plan as described under section 501(c)(18),
         and any employer  contributions made on the behalf of a Participant for
         the purchase of an annuity  contract under section 403(b) pursuant to a
         salary reduction agreement.

                                       9
<PAGE>

1.30     Employee Elective Deferral Account:
         ----------------------------------
         The  account  maintained  with  respect  to a  Participant  in which is
         recorded  his  Employee  Elective  Deferrals  under  this  Plan and any
         adjustments thereto.

1.31     Employee Rollover/Transfer Contributions:
         ----------------------------------------
         Amounts received by the Trustee which either -

         (a)      Were received by a Participant from another Qualified Deferred
                  Compensation  Plan and were then contributed to the Trustee of
                  this Plan in such manner that the requirements for deferral of
                  income    pursuant    to    section     402(c),     403(a)(4),
                  408(d)(3)(A)(ii),  or other applicable or successor provisions
                  of the Code dealing with rollover contributions are met; or

         (b)      Were  transferred  on behalf of a Participant  directly to the
                  Trustee  of this  Plan by the  Trustee  of  another  Qualified
                  Deferred  Compensation Plan,  provided such transfer meets any
                  applicable requirements of law.

1.32     Employee Rollover/Transfer Account:
         ----------------------------------
         The  account  maintained  with  respect  to a  Participant  in which is
         recorded  his   Employee   Rollover/Transfer   Contributions   and  any
         adjustments thereto.

1.33     Employer:
         --------
         Whole Foods Market,  Inc.,  any successor  which elects to continue the
         Plan, and any predecessor which has maintained this Plan.

         For  purposes of section  5.1,  "Employer"  shall  include not only the
         Employer adopting this Plan, but also all Affiliated Employers.

1.34     Employer Contribution Account:
         -----------------------------
         The account  maintained with respect to a Participant which consists of
         his  Employer  Profit  Sharing  Account,   Employer  Matching  Account,
         Employer   Qualified   Matching   Account,   and   Employer   Qualified
         Non-Elective Account.

1.35     Employer Matching Contributions:
         -------------------------------
         Amounts  contributed  to the  Plan  by  the  Employer  for a Plan  Year
         pursuant to section 3.2 of the Plan.

1.36     Employer Matching Contribution Account:
         --------------------------------------
         The  account  maintained  with  respect  to a  Participant  in which is
         recorded his Employer  Matching  Contributions  under this Plan and any
         adjustments thereto.

1.37     Employer Profit Sharing Contributions:
         -------------------------------------
         Amounts  contributed  to the  Plan  by  the  Employer  for a Plan  Year
         pursuant to section 3.4 of the Plan.

                                       10
<PAGE>

1.38     Employer Profit Sharing Contribution Account:
         --------------------------------------------
         The  account  maintained  with  respect  to a  Participant  in which is
         recorded his Employer Profit Sharing  Contributions and any adjustments
         thereto.

1.39     Employer Qualified Matching Contributions:
         -----------------------------------------
         Amounts  contributed  to the  Plan  by  the  Employer  for a Plan  Year
         pursuant  to  section  3.3  of  the  Plan.   Such   contributions   are
         nonforfeitable  when made and are distributable only in accordance with
         the  distribution  provisions that are applicable to Employee  Elective
         Deferrals.

1.40     Employer Qualified Matching Contribution Account:
         ------------------------------------------------
         The  account  maintained  with  respect  to a  Participant  in which is
         recorded  his  Employer  Qualified   Matching   Contributions  and  any
         adjustments thereto.

1.41     Employer Qualified Non-Elective Contributions:
         ---------------------------------------------
         Amounts  contributed  to the  Plan  by  the  Employer  for a Plan  Year
         pursuant to section 3.5 of the Plan.  Participants  shall have no right
         to elect to receive such  contributions  in cash until such amounts are
         otherwise   distributable   under  the  Plan.  Such  contributions  are
         nonforfeitable  when made and are distributable only in accordance with
         the  distribution  provisions that are applicable to Employee  Elective
         Deferrals.

1.42     Employer Qualified Non-Elective Contribution Account:
         ----------------------------------------------------
         The  account  maintained  with  respect  to a  Participant  in which is
         recorded  his Employer  Qualified  Non-Elective  Contributions  and any
         adjustments thereto.

1.43     Entry Date:
         ----------
         Entry Date shall mean January 1, April 1, July 1, and October 1 of each
         Plan Year. An Employee who has satisfied the  eligibility  requirements
         for  contributions  pursuant  to  section  2.1 may enter  this Plan and
         become a  Participant  hereunder on the Entry Date  coincident  with or
         next   following   the  date  on  which  the  Employee   satisfies  the
         requirements of Section 2.1.

1.44     ERISA:
         -----
         Public  Law  No.  93-406,  known  as the  "Employee  Retirement  Income
         Security Act of 1974," as amended from time to time.

1.45     Excess Aggregate Contributions:
         ------------------------------
         With respect to any Plan Year, the excess of:

         (a)      The  aggregate  Contribution  Percentage  Amounts  taken  into
                  account  in  computing  the  numerator  of  the   Contribution
                  Percentage  actually  made on  behalf  of  Highly  Compensated
                  Employees for such Plan Year, over

         (b)      The maximum  Contribution  Percentage Amounts permitted by the
                  ACP test (determined by reducing  contributions made on behalf
                  of Highly Compensated Employees in order of their Contribution
                  Percentages beginning with the highest of such percentages).

                                       11
<PAGE>

         Such  determination  shall  be  made  after  first  determining  Excess
         Elective  Deferrals pursuant to section 5.6 and then determining Excess
         Contributions pursuant to section 5.3.

1.46     Excess Amount:
         -------------
         The excess of the  Participant's  Annual  Additions for the  Limitation
         Year over the Maximum Permissible Amount.

1.47     Excess Contributions:
         --------------------
         With respect to any Plan Year, the excess of:

         (a)      The aggregate amount of Employer  contributions (as defined in
                  section 1.1) actually  taken into account in computing the ADP
                  of Highly Compensated Employees for such Plan Year, over

         (b)      The maximum amount of such contributions  permitted by the ADP
                  test (determined by reducing  contributions  made on behalf of
                  Highly Compensated  Employees in order of the ADPs,  beginning
                  with the highest of such percentages).

1.48     Excess Elective Deferrals:
         -------------------------
         Those   Employee   Elective   Deferrals   that  are   includible  in  a
         Participant's  gross  income  under  section  402(g) of the Code to the
         extent such  Participant's  Employee  Elective  Deferrals for a taxable
         year  exceed the dollar  limitation  under  such Code  section.  Excess
         Elective Deferrals shall be treated as annual additions under the Plan,
         unless such  amounts are  distributed  no later that the first April 15
         following the close of the Participant's taxable year.

1.49     Family Member:
         -------------
         An individual described in Section 414(q)(6)(B) of the Code. Generally,
         this term includes,  with respect to a Participant,  such Participant's
         spouse and lineal  ascendants  or  descendants  and the spouses of such
         lineal ascendants or descendants.

1.50     Forfeiture:
         ----------
         That portion of a Participant's  Employer Contribution Account which is
         not vested and thus becomes a Forfeiture on the earlier of:

         (a)      the date of the distribution (or deemed distribution  pursuant
                  to section 7.2(c)) of the Vested Percentage of a Participant's
                  Employer Contribution Account; or

         (b)      the last day of the Plan Year in which the Participant  incurs
                  five consecutive 1-year Breaks in Service.

                                       12
<PAGE>

1.51     Former Participant:
         ------------------
         A Participant  whose employment with the Employer has terminated or who
         ceased to be a Participant for any reason.

1.52     Highest Average Compensation:
         ----------------------------
         The average  ss.415  Compensation  for the three  consecutive  years of
         service with the Employer that produces the highest average.  A year of
         service with the Employer is the Limitation Year.

1.53     Highly Compensated Employee:
         ---------------------------

         (a)      Effective for years beginning after December 31, 1996:

                  (1)      The  term  Highly  Compensated   Employee  means  any
                           Employee  who: (1) was a 5-percent  owner at any time
                           during the year or the preceding year, or (2) for the
                           preceding year had Compensation  from the Employer in
                           excess of 580,000.  The $80,000 amount is adjusted at
                           the same time and in the same manner as under section
                           415(d),  except that the base period is the  calendar
                           quarter ending September 30, 1996.

                  (2)      For this purpose the applicable  year of the plan for
                           which a  determination  is  being  made is  called  a
                           determination  year and the preceding 12-month period
                           is called a look-back year.

                  (3)      A highly  compensated former employee is based on the
                           rules  applicable to determining  highly  compensated
                           employee  status as in effect for that  determination
                           year, in accordance with section 1.414(q)-1T,  A-4 of
                           the  temporary  income  tax  regulations  and  Notice
                           97-75.

                  (4)      In  determining  whether  an  employee  is  a  highly
                           compensated employee for years beginning in 1997, the
                           amendments to section 414(q) stated above are treated
                           as having been in effect for years beginning in 1996.

         (b)      For Plan Years  beginning  before  January  1, 1997,  the term
                  "Highly  Compensated  Employee"  means any  Employee  who is a
                  "highly  compensated active employee" or a "highly compensated
                  former employee."

                  (1)      A  "highly   compensated   active  employee"  is  any
                           Employee  who  performed  service  for  the  Employer
                           during  the  determination  year and who,  during the
                           look-back year:

                           (A)      received   ss.415   Compensation   from  the
                                    Employer in excess of $75,000  (as  adjusted
                                    pursuant to section 415(d) of the Code).

                                       13
<PAGE>

                           (B)      received   ss.415   Compensation   from  the
                                    Employer in excess of $50,000  (as  adjusted
                                    pursuant to section  415(d) of the Code) and
                                    who was in the Top Paid  Group of  Employees
                                    for such Plan Year.

                           (C)      was an officer of the  Employer and received
                                    ss.415 Compensation  greater than 50% of the
                                    amount  in   effect   under   Code   Section
                                    415(b)(1)(A)  during  such year.  If none of
                                    the  officers  of  the  Employer   meet  the
                                    compensation  requirement  of the  preceding
                                    sentence,  then the most highly  compensated
                                    officer   will  be   treated   as  a  Highly
                                    Compensated  Employee,   regardless  of  the
                                    level of ss.415 Compensation.

                           (D)      was both described in (A), (B), or (C) above
                                    if  the   term   "determination   year"   is
                                    substituted  for the term  "look-back  year"
                                    and  was  one  of  the  100   Employees  who
                                    received the most ss.415  Compensation  from
                                    the Employer during the determination year.

                           (E)      was a "five  percent  owner" of the Employer
                                    at any time during the look-back year or the
                                    determination  year.  "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
                                    possessing  more than five  percent  (5%) of
                                    the  capital  or  profits  interest  in  the
                                    Employer.    In    determining    percentage
                                    ownership  hereunder,  employers  that would
                                    otherwise be aggregated  under Code Sections
                                    414(b),  (c) and (m)  shall  be  treated  as
                                    separate employers.

                  (2)      A "highly  compensated  former employee" includes any
                           Employee who separated from service (or was deemed to
                           have  separated)  prior  to the  determination  year,
                           performs  no  service  for the  Employer  during  the
                           determination  year,  and  was a  highly  compensated
                           active employee for either the separation year or any
                           determination  year ending on or after the Employee's
                           55th birth date.

                  (3)      If an Employee  is,  during a  determination  year or
                           look-back year, a Family Member of either a 5 percent
                           owner who is an active or former employee or a Highly
                           Compensated Employee who is one of the 10 most highly
                           compensated   employees   ranked   on  the  basis  of
                           Compensation  paid by the Employer  during such year,
                           then the  Family  Member  and the 5 percent  owner or
                           top-ten   highly   compensated   employee   shall  be
                           aggregated.  In such case,  the  Family  Member and 5
                           percent owner or top-ten Highly Compensated  Employee
                           shall  be  treated  as a  single  Employee  receiving
                           Compensation and plan contributions or benefits equal
                           to the sum of such  compensation and contributions or
                           benefits of the family  member and 5 percent owner or
                           top-ten Highly Compensated Employee.

                                       14
<PAGE>


                  (4)      For purposes of this section,  the determination year
                           shall be the Plan Year.  The look-back  year shall be
                           the  twelve-month  period  immediately  preceding the
                           determination year.

                  (5)      The  determination  of  who is a  Highly  Compensated
                           Employee,  including the determinations of the number
                           and identity of Employees in the top-paid group,  the
                           top 100 Employees, the number of Employees treated as
                           officers  and the  Compensation  that is  considered,
                           will be made in accordance with section 414(q) of the
                           Code and the  regulations  thereunder.

1.54  Hour of Service:
      ---------------

         (a)      (1)      Each hour for which an Employee is paid,  or entitled
                           to  payment,  for the  performance  of duties for the
                           Employer.  These  hours  shall  be  credited  to  the
                           Employee  for the  computation  period  in which  the
                           duties are performed;

                  (2)      Each  hour for  which  an  Employee  is  paid,  or is
                           entitled  to payment,  on account of a period  during
                           which no duties have been performed  (irrespective of
                           whether the employment  relationship  has terminated)
                           due  to  vacation,   holiday,   illness,   incapacity
                           (including  disability),  layoff, jury duty, military
                           duty, or leave of absence.  No more than 501 Hours of
                           Service  shall be credited  under this  paragraph for
                           any single  continuous  period  (whether  or not such
                           period occurs in a single computation period).  Hours
                           shall be calculated and credited under this paragraph
                           pursuant to section  2530.200b-2 of the Department of
                           Labor Regulations,  which are incorporated  herein by
                           this reference; and

                  (3)      Each  hour for  which  back  pay,  without  regard to
                           mitigation of damages, is either awarded or agreed to
                           by the Employer.  The same Hours of Service shall not
                           be credited both under  paragraph (1) or (2 ), as the
                           case may be,  and under  this  paragraph  (3).  These
                           hours  shall  be  credited  to the  Employee  for the
                           eligibility  computation  period or  periods to which
                           the award or agreement  pertains,  rather than to the
                           eligibility  computation  period in which the  award,
                           agreement or payment is made.

         (b)      Hours of  Service  will be  credited  for  employment  with an
                  Affiliated Employer.

         (c)      Hours of  Service  will also be  credited  for any  individual
                  considered an Employee for purposes of this Plan under section
                  414(n) or 414(o) of the Code.

         (d)      Hours of Service shall be  determined  from the records of the
                  Employer.

         (e)      Where  the  Employer  maintains  the  plan  of  a  predecessor
                  employer,  service  for such  predecessor  shall be treated as
                  service for the Employer.

                                       15
<PAGE>

         (f)      The  provisions  of this  section  shall be construed so as to
                  resolve any  ambiguities in favor of crediting  Employees with
                  Hours of Service.

1.55     Joint and Survivor Annuity:
         --------------------------
         An immediate  annuity for the life of the  Participant  with a survivor
         annuity for the life of the  Participant's  Spouse  equal to 50% of the
         amount of the annuity payable during the joint lives of the Participant
         and the Participant's  Spouse, and which is the amount of benefit which
         can be  purchased  with  the  Vested  Percentage  of the  Participant's
         Account.

1.56     Key Employee:
         ------------
         Any Employee or former Employee (and the beneficiaries of such Employee
         if such Employee has died) who, at any time during the Plan Year or the
         four preceding Plan Years (including Plan Years before 1984), is:

         (a)      One of the ten Employees who are owners (as defined in section
                  318 of the  Code) of both  more  than  one-half  percent  (%%)
                  interest and the largest  interests in the  Employer,  if such
                  Employee's   compensation  exceeds  the  dollar  amount  under
                  section  415(c)(1)(A)  of the  Code for the  calendar  year in
                  which such Plan Year ends;

         (b)      An owner of more than five percent (5%) of the Employer;

         (c)      An owner of more than one percent (1%) of the Employer  having
                  an  annual   compensation  from  the  Employer  of  more  than
                  $150,000.00; or

         (d)      An  officer  of the  Employer,  if  such  individual's  annual
                  compensation  exceeds  50%  of  the  dollar  limitation  under
                  section  415(b)(1)(A)  of the  Code for the  calendar  year in
                  which such Plan Year ends. For Plan Years  beginning  prior to
                  February 28, 1985,  an officer  shall only be considered a Key
                  Employee if the Employer is a corporation.

         "Compensation"  means  ss.415   Compensation,   but  including  amounts
         contributed by the Employer  pursuant to a salary  reduction  agreement
         which are  excludable  from the  Employee's  gross income under section
         125, section 402(a)(8), section 402(h), or section 403(b) of the Code.

         Determination  of who is a Key Employee will be made in accordance with
         section 416(1)(1) of the Code.

1.57     Leased Employee:
         ---------------
         Any person (other than an employee of the recipient) who pursuant to an
         agreement   between  the  recipient  and  any  other  person  ("leasing
         organization")  has  performed  services for the  recipient (or for the
         recipient and related  persons  determined  in accordance  with section
         414(n)(6) of the Code) on a substantially  full time basis for a period
         of at least one year, and (1) for Plan Years  beginning  before January
         1,  1997,  such  services  are  of a  type  historically  performed  by
         employees in the business field of the recipient  employer,  or (2) for

                                       16
<PAGE>

         Plan Years  beginning on or after  January 1, 1997,  such  services are
         performed under primary direction or control by the recipient employer.
         Contributions  or  benefits  provided a Leased  Employee by the leasing
         organization  which are  attributable  to  services  performed  for the
         recipient  employer  shall be  treated  as  provided  by the  recipient
         employer.


1.58     Limitation Year:
         ---------------
         The calendar  year,  which is the same as the Plan Year.  All qualified
         plans  maintained by the Employer must use the same Limitation Year. If
         the  Limitation  Year is amended to a  different  12-consecutive  month
         period,  the new  Limitation  Year  must  begin  on a date  within  the
         Limitation Year in which the amendment is made.

1.59     Master or Prototype Plan:
         ------------------------
         A master  or  prototype  plan the  form of  which is the  subject  of a
         favorable opinion letter or a regional  prototype plan which receives a
         notification letter from the Internal Revenue Service.

1.60     Matching Contribution:
         ---------------------
         An Employer contribution made to this or any other defined contribution
         plan on behalf of a Participant on account of an Employee  Contribution
         made by such  Participant,  or on account of a  Participant's  Employee
         Elective Deferral, under a plan maintained by the Employer.

1.61     Maximum Permissible Amount:
         --------------------------
         The maximum  Annual  Addition that may be contributed or allocated to a
         Participant's  account under the Plan for any Limitation Year shall not
         exceed the lesser of:

         (a)      the Defined Contribution Dollar Limitation, or

         (b)      25 percent  of the  Participant'sss.415  Compensation  for the
                  Limitation Year.

         The compensation  limitation  referred to in (b) shall not apply to any
         contribution for medical benefits (within the meaning of section 401(h)
         or section  419A(f)(2)  of the Code) which is  otherwise  treated as an
         Annual Addition under section 415(1)(1) or 419A(d)(2) of the Code.

         If a short Limitation Year is created because of an amendment  changing
         the Limitation  Year to a different  12-consecutive  month period,  the
         Maximum  Permissible  Amount will not exceed the  Defined  Contribution
         Dollar Limitation multiplied by the following fraction:

                  number of months in the short Limitation Year
                  ---------------------------------------------
                                       12






                                       17
<PAGE>

1.62     Nonhighly Compensated Employee:
         ------------------------------
         An Employee who is neither a Highly Compensated  Employee nor, for Plan
         Years  beginning  before  January 1, 1997, a Family  Member of a Highly
         Compensated Employee.

1.63     Normal Retirement Age:
         ---------------------
         Age sixty-five (65). Normal Retirement Age may not exceed any mandatory
         retirement age enforced by the Employer.

1.64     Normal Retirement Date:
         ----------------------
         The last day of the Plan Year  coincident  with or next  following  the
         date on which a Participant attains Normal Retirement Age.

1.65     Participant:
         -----------
         An Employee who has satisfied the eligibility requirements contained in
         section  2.1  of  the  Plan  with  respect  to  a  particular  type  of
         contribution,  and who was  employed by the Employer on the Entry Date.
         Such  Employee  is a  Participant  only with  respect to the type(s) of
         contribution for which the eligibility and Entry Date requirements have
         been satisfied.

1.66     Participant's Account:
         ---------------------
         The individual account established and maintained for each Participant,
         Former  Participant  or  Beneficiary  who has an  interest in the Trust
         Fund. A  Participant's  Account  shall be  comprised  of the  following
         accounts, if applicable:  Employer Profit Sharing Contribution Account,
         Employer Matching  Contribution  Account,  Employer  Qualified Matching
         Contribution  Account,  Employer  Qualified  Non-Elective  Contribution
         Account,    Employee   Elective   Deferral   Account,    and   Employee
         Rollover/Transfer Contribution Account.

1.67     Participant's Benefits:
         ----------------------
         The balance of the Participant's  Account as of the last Valuation Date
         in the calendar year immediately  preceding the  Distribution  Calendar
         Year  (valuation   calendar  year)  increased  by  the  amount  of  any
         contributions  or Forfeitures  allocated to the  Participant's  Account
         balance as of dates in the valuation  calendar year after the Valuation
         Date and decreased by distributions made in the valuation calendar year
         after the  Valuation  Date.  However,  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 Required 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.

1.68     Participating Employer:
         ----------------------

          (a)  Each of the  following  Affiliated  Employers is a  Participating
               Employer:


                                       18
<PAGE>


                  WHOLE FOOD COMPANY, INC.
                  MRS. GOOCH'S NATURAL FOOD MARKETS, INC.
                  THE SOURDOUGH, EUROPEAN BAKERY, INC.
                  WHOLE FOODS MARKET CALIFORNIA, INC.
                  WHOLE FOODS MARKET MIDWEST, INC.
                  WFM BEVERAGE CORP.
                  WHOLE FOODS MARKET SOUTHWEST INVESTMENTS, INC.
                  WHOLE FOODS MARKET SERVICES, INC.
                  WHOLE FOODS MARKET SOUTHWEST, L.P.
                  WHOLE FOODS MARKET GROUP, INC. (effective March 17, 1997)
                  AMRION, INC. (effective October 1, 1998)
                  ALLEGRO COFFEE COMPANY, INC. (effective October 1, 1998)

          (b)  With the consent of the Employer,  any other Affiliated  Employer
               may  subsequently  adopt  this  Plan  and  all of the  provisions
               hereof,  and  participate  herein and be known as a Participating
               Employer.  Adoption  of  this  Plan by an  additional  Affiliated
               Employer   shall  be  evidenced  by  an   "Agreement   to  Become
               Participating Employer" signed by the Employer and the Affiliated
               Employer and attached hereto.

1.69     Permissive Aggregation Group:
         ----------------------------
         The Required Aggregation Group of plans plus any other plan or plans of
         the  Employer  which,  when  considered  as a group  with the  Required
         Aggregation  Group,  would  continue  to satisfy  the  requirements  of
         sections 401(a)(4) and 410 of the Code. 1.70 Plan: ---- The Whole Foods
         Market  401(k)  Retirement  Plan  adopted by the  Employer  as provided
         herein.

1.71     Plan Year:
         ---------
         The  12-consecutive  month period  beginning on January 1 and ending on
         December 31 each year.

1.72     Predecessor Employer:
         --------------------
         Each of the following employers is a Predecessor Employer:

                  ZEUS ENTERPRISES dba H & M NATURAL GROCERY
                  TEXAS HEALTH DISTRIBUTORS
                  CANA FOODS, INC.
                  BREAD OF LIFE CAMPBELL, INC.
                  BREAD OF LIFE CUPERTINO, INC.
                  UNICORN, LTD.
                  OAKSTREET MARKET, INC.
                  FRESH FIELDS MARKETS, INC. (effective August 30, 1996)
                  ORGANIC MERCHANTS, INC. (effective January 1, 1998)
                  AMRION, INC. (effective October 1, 1998)
                  ALLEGRO COFFEE COMPANY, INC. (effective October 1, 1998)

                                       19
<PAGE>

1.73     Preretirement Survivor Annuity:
         ------------------------------
         An annuity for the life of the Participant's  Spouse in an amount which
         can be purchased with the entire balance of the Participant's Account.

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

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

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

1.75     Qualified Deferred Compensation Plan:
         ------------------------------------
         Any pension, profit sharing, stock bonus, or other plan which meets the
         requirements of section 401 of the Code,  which includes a trust exempt
         from tax under section  501(a) of the Code;  any annuity plan described
         in section  403(a) of the Code; and any such plan  established  for its
         employees  by the  United  States or by a state or  political  division
         thereof, or by an agency or instrumentality of any of the foregoing.

1.76     Qualified Early Retirement Age:
         ------------------------------
         The latest of:

         (a)      The earliest  date,  under the Plan, on which the  Participant
                  may elect to receive retirement benefits,

         (b)      The  first  day  of  the  120th  month  beginning  before  the
                  Participant reaches Normal Retirement Age, or

         (c)      The date the Participant begins participation.

1.77     Qualified Election:
         ------------------

         An election to waive a Joint and  Survivor  Annuity or a  Preretirement
         Survivor Annuity which meets the following requirements:

         (a)      the Participant's Spouse consents in writing to the election;

         (b)      the election designates a specific beneficiary,  including any
                  class of beneficiaries or any contingent beneficiaries,  which
                  may not be  changed  without  spousal  consent  (or the Spouse
                  expressly permits  designations by the Participant without any
                  further spousal consent);

                                       20
<PAGE>

         (c)      the Spouse's consent  acknowledges the effect of the election;
                  and

         (d)      the Spouse's consent is witnessed by a Plan  representative or
                  notary public.

         A Participant's  waiver of the Joint and Survivor  Annuity shall not be
         effective  unless the  election  designates  a form of benefit  payment
         which  may not be  changed  without  spousal  consent  (or  the  Spouse
         expressly permits  designations by the Participant  without any further
         spousal  consent).  If it is established to the  satisfaction of a Plan
         representative  that  there is no Spouse or that the  Spouse  cannot be
         located,  a waiver will be deemed a Qualified  Election.  A Participant
         may  elect to or  revoke  an  election  to waive a Joint  and  Survivor
         Annuity at any time any number of times within the applicable  election
         period.

1.78     Qualified Preretirement Survivor Annuity Election Period:
         --------------------------------------------------------
         The period  which begins on the first day of the Plan Year in which the
         Participant  attains  age 35 and ends on the date of the  Participant's
         death.  If a Participant  separates from service prior to the first day
         of the Plan Year in which age 35 is attained, the election period shall
         begin on the date of separation.  A Participant who will not yet attain
         age 35 as of the  end of any  current  Plan  Year  may  make a  special
         qualified election to waive the 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 age 35. Such
         election shall not be valid unless the  Participant  receives a written
         explanation of the Preretirement  Survivor Annuity in such terms as are
         comparable  to  the   explanation   required  under  section  7.8.  The
         Preretirement  Survivor Annuity will automatically become applicable as
         of the first day of the Plan Year in which the Participant  attains age
         35.  Any new  waiver on or after such date shall be subject to the full
         requirements of Article 7.

1.79     Recordkeeper:
         ------------
         The person  retained by the Employer from time to time as its agent for
         purposes of receiving  instructions  from  Participants with respect to
         the  investment  of  their   individual   accounts,   aggregating  such
         instructions,  and either  directing  the Trustee to place net purchase
         and  redemption  orders  with  respect to each  investment  alternative
         selected  for the Plan or placing such orders  itself,  as the case may
         be, in accordance with the Trust Agreement.

1.80     Regular Employee:
         ----------------
         Any Employee (or former Employee) who is not a Key Employee.

1.81     Required Aggregation Group:
         --------------------------

         (a)      Each  qualified plan of the Employer in which at least one Key
                  Employee is  participating  or participated at any time during
                  the Plan Year containing the Determination  Date or any of the
                  four preceding Plan Years  (regardless of whether the plan has
                  terminated); and

                                       21
<PAGE>

         (b)      Any other  qualified plan of the Employer which enables a plan
                  described  in (a) above to meet the  requirements  of sections
                  401(a)(4) or 410 of the Code.

1.82     Required Beginning Date:
         -----------------------
         The Required  Beginning Date of a Participant is the later of the April
         1 of the  calendar  year  following  the  calendar  year in  which  the
         Participant  attains  age  70-1/2  or  retires,   except  that  benefit
         distributions  to a 5-percent owner must commence by the April 1 of the
         calendar  year  following  the calendar  year in which the  Participant
         attains age 70-1/2.

         Any  Participant  attaining age 70-1/2 in years prior to 1997 may elect
         to stop  distributions  and  recommence  by the April 1 of the calendar
         year following the year in which the  Participant  retires.  There is a
         new Annuity Starting Date upon recommencement.

         A  Participant  is treated as a  5-percent  owner for  purposes of this
         Section if such  Participant is a 5-percent owner as defined in section
         416 of the Code at any time  during the Plan Year ending with or within
         the calendar year in which such owner attains age 70-1/2.

         Once  distributions have begun to a 5-percent owner under this section,
         they must continue to be distributed, even if the Participant ceases to
         be a 5-percent owner in a subsequent year.

1.83     Spouse, Surviving Spouse:
         ------------------------
         The Spouse or  Surviving  Spouse of the  Participant,  provided  that a
         former  Spouse will be treated as the Spouse or Surviving  Spouse and a
         current  spouse  will not be  treated  as the  Spouse or the  Surviving
         Spouse to the extent  provided  under a  qualified  domestic  relations
         order as described in section 414(p) of the Code.

1.84     Super Top-Heavy Plan:
         --------------------
         A Top-Heavy Plan in which the Top-Heavy Ratio is more than 90 percent.

1.85     Taxable Year:
         ------------
         The Employer's taxable year for federal income tax purposes, which ends
         on the last Sunday of September each year.

1.86     Top-Heavy Plan:
         --------------

         For any Plan Year  beginning  after  December  31,  1983,  this Plan is
         Top-Heavy if any of the following conditions exists:

         (a)      If the  Top-Heavy  Ratio for this Plan  exceeds 60 percent and
                  this  Plan is not part of any  Required  Aggregation  Group or
                  Permissive Aggregation Group of plans.

                                       22
<PAGE>

         (b)      If this  Plan is a part of a  Required  Aggregation  Group  of
                  plans but not part of a Permissive  Aggregation  Group and the
                  Top-Heavy Ratio for the group of plans exceeds 60 percent.

         (c)      If this  Plan is a part of a  Required  Aggregation  Group and
                  part  of a  Permissive  Aggregation  Group  of  plans  and the
                  Top-Heavy Ratio for the Permissive  Aggregation  Group exceeds
                  60 percent.

1.87     Top-Heavy Plan Year:
         -------------------
         A Plan Year commencing after December 31, 1983, for which the Plan is a
         Top-Heavy Plan.

1.88     Top-Heavy Ratio:
         ---------------
         The  Top-Heavy  Ratio  for  this  Plan  alone  or for the  Required  or
         Permissive  Aggregation  Group,  as  appropriate,  is a  fraction,  the
         numerator  of  which  is the  sum of the  account  balances  of all Key
         Employees as of the  Determination  Date(s)  (including any part of any
         account  balance  distributed  in  the  5-year  period  ending  on  the
         Determination  Date(s)), and the denominator of which is the sum of all
         account balances (including any part of any account balance distributed
         in the  5-year  period  ending  on  the  Determination  Date(s)),  both
         computed in accordance with section 416 of the Code and the regulations
         thereunder.  Both the numerator and  denominator of the Top-Heavy Ratio
         are adjusted to reflect any  contribution  not actually  made as of the
         Determination  Date,  but which is required to be taken into account on
         that date under section 416 of the Code and the regulations thereunder.

         For purposes of the preceding paragraph,  the value of account balances
         will be determined as of the most recent Top-Heavy  Valuation Date that
         falls  within  or  ends  with  the  12-month   period   ending  on  the
         Determination  Date,  except as provided in section 416 of the Code and
         the  regulations  thereunder  for the first and second  plan years of a
         defined  benefit plan. The account  balances of a Participant  who is a
         Regular  Employee  but who was a Key  Employee  in a prior  year,  or a
         Participant who has not been credited with at least one Hour of Service
         with any  Employer  maintaining  the Plan at any time during the 5-year
         period  ending  on the  Determination  Date  will be  disregarded.  The
         calculation   of  the  Top-Heavy   Ratio,   and  the  extent  to  which
         distributions,  rollovers, and transfers are taken into account will be
         made in  accordance  with  section 416 of the Code and the  regulations
         thereunder.  Deductible  voluntary  employee  contributions will not be
         taken into account for purposes of computing the Top-Heavy Ratio.  When
         aggregating  plans,  the value of account  balances  will be calculated
         with  reference  to the  Determination  Dates that fall within the same
         calendar year.

1.89     Too-Heavy Valuation Date:
         ------------------------
         The  last day of the Plan  Year,  which is the day as of which  account
         balances are valued for purposes of calculating the Top-Heavy Ratio.


                                       23
<PAGE>


1.90     Top Paid Group:
         --------------
         An  Employee is in the Top Paid Group of  Employees  for a Plan Year if
         such  Employee is in the group  consisting of the top 20 percent of the
         Employees  when  ranked on the basis of  Compensation  paid during such
         Plan Year.  For purposes of  determining  the number of Employees to be
         considered, the following Employees shall be excluded:

         (a)      Employees who have not completed six (6) months of service,

         (b)      Employees who normally work less than 17-1/2 hours per week,

         (c)      Employees  who  normally  work  during  not more  than six (6)
                  months during any Plan Year,

         (d)      Employees who have not attained age 21,

         (e)      Employees   who  are  included  in  a  bona  fide   collective
                  bargaining  agreement,   except  to  the  extent  provided  in
                  regulations, and

         (f)      Employees who are nonresident aliens and who receive no earned
                  income (within the meaning of Code Section 911(d)(2)) from the
                  Employer  which  constitutes  income from  sources  within the
                  United States (within the meaning of Code Section 861(a)(3)).

1.91     Trust:
         -----
         The legal  relationship  between the  Employer,  the  Trustee,  and the
         Participants and their Beneficiaries created under the Trust Agreement.

1.92     Trust Agreement:
         ---------------
         Effective  October 1, 1998,  the Trust  Agreement  between  Whole Foods
         Market  Services,  Inc.,  and The Chase  Manhattan  Bank, as amended or
         restated from time to time,  or any  subsequent  agreement  between the
         Employer and a successor trustee.

1.93     Trust Fund:
         ----------
         All of the assets held by the Trustee under the Trust Agreement.

1.94     Trustee:
         -------
         Effective  October 1, 1998, The Chase  Manhattan Bank, who has accepted
         the Trust, or any successor or successors appointed by the Employer and
         accepting the Trust.

1.95     Valuation Date:
         --------------
         The  last  day of each  Plan  Year  and  such  other  dates as shall be
         directed by the Plan Administrator.

                                       24
<PAGE>

1.96     Vested Percentage:
         -----------------
         The nonforfeitable amount of each Participant's Employer Profit Sharing
         Contribution   Account  and  Employer  Matching   Contribution  Account
         determined in accordance with the vesting schedule specified in Article
         6,  and  100% of each of the  following  accounts:  Employer  Qualified
         Matching   Contribution   Account,   Employer  Qualified   Non-Elective
         Contribution Account,  Employee Elective Deferral Account, and Employee
         Rollover/Transfer Account.

1.97     Year of Service:
         ---------------
         Except  where  specifically  excluded  under  this  section,  all of an
         Employee's Years of Service shall be taken into account for eligibility
         and  vesting  purposes,   including:   (1)  Years  of  Service  with  a
         Predecessor  Employer  described in Section 1.72;  (2) Years of Service
         with a  predecessor  employer  during  the  time a  qualified  plan was
         maintained,  whether or not the  predecessor  employer is  described in
         Section 1.72;  (3) Years of Service for  employment  with an Affiliated
         Employer;  and (4) Years of  Service  for an  employee  required  under
         section  414(n) or 414(o) of the Code to be  considered  an employee of
         any employer  aggregated with the Employer  pursuant to section 414(b),
         (c), or (m) of the Code.

         (a)      Crediting  Year of Service - An Employee will be credited with
                  a Year of Service upon  completion  of at least 1,000 Hours of
                  Service   during  the  applicable   twelve-consecutive   month
                  computation period.

         (b)      For Eligibility  Purposes - In the  determination  of Years of
                  Service   for   purposes   of    eligibility,    the   initial
                  twelve-consecutive  month computation period shall commence on
                  the date an Employee first  completes an Hour of Service.  The
                  succeeding  twelve-consecutive  month periods shall begin with
                  the Plan Year which  commences prior to the end of the initial
                  twelve-consecutive  month  period,  regardless  of whether the
                  Employee is  entitled to be credited  with at least 1000 Hours
                  of Service during the initial eligibility  computation period.
                  An  Employee  who is  credited  with at least  1,000  Hours of
                  Service in both the initial eligibility computation period and
                  the first  Plan Year which  commences  prior to the end of the
                  initial  twelve-consecutive month period will be credited with
                  two Years of Service for purposes of eligibility.

         (c)      For  Vesting  Purposes  - In the  determination  of  Years  of
                  Service for  purposes  of  computing  a  Participant's  Vested
                  Percentage,  the  twelve-consecutive  month computation period
                  shall be the Plan Year.  If a  Participant  fails to  complete
                  1,000  Hours of  Service  in  either of the Plan  Years  which
                  overlap the eligibility computation period in which he becomes
                  a Participant,  he shall  nevertheless be credited with a Year
                  of Service for determining his Vested Percentage.

         Service  after five (5)  consecutive  1-year Breaks in Service shall be
         disregarded  for  purposes  of  determining  a   Participant's   Vested
         Percentage  in  any  portion  of  his  Employer   Contribution  Account
         attributable to Employer  Contributions  contributed  prior to the time
         such five (5) consecutive  1-year Breaks in Service occurred;  however,

                                       25
<PAGE>

         both pre-break and  post-break  service will be counted for purposes of
         determining  a  Participant's  Vested  Percentage in any portion of his
         Employer  Contribution Account  attributable to Employer  Contributions
         contributed after such breaks.  Separate Employer Contribution Accounts
         will be  maintained  for the  Participant's  pre-break  and  post-break
         derived Employer Contributions.  Both pre-break and post-break Employer
         Contribution  Accounts  will  share in the  earnings  and losses of the
         Trust Fund.

         In the case of a  Participant  who does not have  five (5)  consecutive
         1-year Breaks in Service, both pre-break and post-break service will be
         counted  for  purposes  of  determining   such   Participant's   Vested
         Percentage in both the pre-break and the  post-break  derived  Employer
         Contribution Accounts.










                                       26
<PAGE>

                                   ARTICLE 2
                          ELIGIBILITY AND PARTICIPATION

2.1      Initial Eligibility:
         -------------------

         (a)      Eligibility  to  participate  in the Plan is  extended  to all
                  Employees of the Employer and all  Employees of  Participating
                  Employers  who have  satisfied  the  minimum  age and  service
                  requirements set out in section 2.1(b) or 2.1(c) below.

         (b)      In order to become a Participant with respect to the following
                  types of  contributions,  an Employee who was employed  before
                  October 1, 1998,  must attain the following  specified age and
                  complete the following specified number of Years of Service:

<TABLE>
<CAPTION>

                                                                              Minimum Age         Year of Service
                  Type of Contribution                                        Requirement           Requirement
                  --------------------                                        -----------           -----------
                  <S>                                                             <C>                   <C>

                  Employer Profit Sharing Contributions                           N/A                    1
                  Employee Elective Deferrals                                     N/A                    1
                  Employer Matching Contributions                                 N/A                    1
                  Employer Qualified Matching Contributions                       N/A                    1
                  Employer Qualified Non-Elective Contributions                   N/A                    1
                  Employee Rollover/Transfer Contributions                        N/A                   N/A
</TABLE>

         (c)      In order to become a Participant with respect to the following
                  types of  contributions,  an Employee  who was  employed on or
                  after October 1, 1998, must attain the following specified age
                  and  complete  the  following  specified  number  of  Years of
                  Service:
<TABLE>
<CAPTION>

                                                                              Minimum Age         Year of Service
                  Type of Contribution                                        Requirement           Requirement
                  --------------------                                        -----------           -----------
                  <S>                                                             <C>                   <C>

                  Employer Profit Sharing Contributions                           21                     1
                  Employee Elective Deferrals                                     21                     1
                  Employer Matching Contributions                                 21                     1
                  Employer Qualified Matching Contributions                       21                     1
                  Employer Qualified Non-Elective Contributions                   21                     1
                  Employee Rollover/Transfer Contributions                        N/A                   N/A
</TABLE>

         (d)      Each  Employee of the  Employer  who is still  employed by the
                  Employer  shall  become a  Participant  with  respect  to each
                  respective type of  contributions on the Entry Date coincident
                  with or next  following  the  date on  which  the  Participant
                  satisfies  the minimum age and service  requirements  for that
                  type of contributions.

2.2      Change in Employee Classification:
         ---------------------------------

         (a)      If a Participant is no longer a member of an eligible class of
                  Employees and therefore becomes ineligible to participate, but
                  has not  incurred  a Break  in  Service,  such  Employee  will
                  participate immediately upon returning to an eligible class of
                  Employees.  If such Participant does incur a Break in Service,
                  eligibility  will be  determined  under the  Break in  Service
                  rules of the Plan.

                                       27
<PAGE>

(b)               If an  Employee  who is not a member of an  eligible  class of
                  Employees becomes a member of an eligible class, such Employee
                  may participate immediately if such Employee has satisfied the
                  Plan's  minimum age and service  requirements,  and would have
                  otherwise previously become a Participant.

2.3      Eligibility Upon Reemployment:
         -----------------------------

         (a)      A Former  Participant  will become a  Participant  immediately
                  upon  returning  to the employ of the  Employer if such Former
                  Participant had a nonforfeitable  right to all or a portion of
                  his Employer  Contribution  Account at the time of termination
                  from service.

         (b)      For a Former  Participant  who did not  have a  nonforfeitable
                  right to any portion of his Employer  Contribution  Account or
                  for a former  Employee  (other  than an  Employee  required to
                  complete  more  than one Year of  Service  in order to  become
                  eligible to  participate in the Plan) who had not yet become a
                  Participant  at the  time of  termination  from  service,  the
                  Participant's  Years  of  Service  prior  to the  Break(s)  in
                  Service  will be  disregarded  if the  number  of  consecutive
                  1-year  Breaks in Service  equal or exceed the greater of five
                  (5) or the  aggregate  number of Years of Service  before such
                  Breaks in Service.

         (c)      A Former Participant whose Years of Service before termination
                  from service cannot be  disregarded  pursuant to section 23(b)
                  shall participate immediately upon reemployment.

         (d)      A former Employee who had met the eligibility  requirements of
                  section 2.1 before  termination  from  service but who had not
                  become  a  Participant  and  whose  Years  of  Service  before
                  termination  from service  cannot be  disregarded  pursuant to
                  section 2.3(b) will become a Participant as of the later of:


                  (1)      his date of reemployment, and

                  (2)      the Entry Date next following his date of termination
                           from service.

         (e)      A former Employee who had not met the eligibility requirements
                  of section  2.1 and whose  prior  Years of  Service  cannot be
                  disregarded  pursuant  to section  2.3(b)  will be eligible to
                  participate subject to the provisions of section 2.1 above.

         (f)      A former Employee (including a Former Participant) whose Years
                  of Service before  termination from service can be disregarded
                  pursuant to section  2.3(b) will be treated as a new  Employee
                  for  eligibility  purposes and will be eligible to participate
                  once  he  has  met  the  requirements  of  section  2.1  above
                  following his most recent date of reemployment.


                                       28
<PAGE>

                                   ARTICLE 3
                          CONTRIBUTIONS, INVESTMENT OF
                         CONTRIBUTIONS, AND ALLOCATIONS

3.1      Employee Elective Deferrals:
         ---------------------------
         (a)      The Employer  shall  contribute  on behalf of any  Participant
                  eligible to make  Employee  Elective  Deferrals  and with whom
                  there is in effect a Deferral Agreement an amount equal to the
                  amount by which the  Participant's  Compensation  for such pay
                  period was reduced  pursuant to the Deferral  Agreement.  Each
                  such  Employee  Elective  Deferral will be paid in cash to the
                  Trustee and shall be credited  to the  Participant's  Employee
                  Elective  Deferral  Account.  In no event may any  Participant
                  make  Employee   Elective   Deferrals  in  excess  of  15%  of
                  Compensation for any pay period.

         (b)      An Employee  who becomes  eligible to make  Employee  Elective
                  Deferrals may begin such deferrals  beginning on the first day
                  of any payroll period  beginning on or after the Entry Date on
                  which  the  Employee  becomes a  Participant  as  provided  in
                  Article 2. An Employee may modify the amount or  percentage of
                  Employee Elective Deferrals as of the first day of any payroll
                  period.  The Administrator may establish  reasonable rules and
                  regulations  governing  the form of Deferral  Agreements,  the
                  effective  date of  initial,  amended,  and  revoked  Deferral
                  Agreements,  and  minimum  percentages  (not to exceed 1%) and
                  dollar  amounts which may be deferred  each pay period,  which
                  rules  and  regulations  shall be  applied  on a  uniform  and
                  nondiscriminatory  basis to all  Participants.  In any case, a
                  Participant  may modify the amount or  percentage  of Employee
                  Elective Deferrals at least once each calendar year.

         (c)      A  Participant  may base Employee  Elective  Deferrals on cash
                  bonuses  that,   at  the   Participant's   election,   may  be
                  contributed  to the Plan or  received  by the  Participant  in
                  cash.  Such  election  shall be  effective  as of the next pay
                  period following such election or as soon as  administratively
                  feasible thereafter.

         (d)      Notwithstanding   (a)  above,  a  Participant   shall  not  be
                  permitted to have Employee Elective  Deferrals made under this
                  Plan, or any other  qualified plan maintained by the Employer,
                  during  any  Plan  Year in  excess  of the  dollar  limitation
                  contained in section 402(8) of the Code in effect for the Plan
                  Year.

3.2      Employer Matching Contributions:
         -------------------------------
         (a)      The Employer may make Employer  Matching  Contributions to the
                  Plan with  respect  to  Employee  Elective  Deferrals  in such
                  amount or percentage, if any, as is determined in its absolute
                  discretion  by  appropriate   action  of  the  Employer.   The
                  Employer's   determination   of  the   amount   of  any   such
                  contribution  shall  be  binding  on  all  Participants,   the
                  Employer, and the Trustee. Employer Matching Contributions, if
                  any,  will be credited to the Employer  Matching  Contribution

                                       29
<PAGE>

                  Accounts  of  each   Participant   making  Employee   Elective
                  Deferrals  who is  entitled to share in them for the Plan Year
                  for which such Employer Matching Contributions are made.

         (b)      The  Participants  entitled  to  share  in the  allocation  of
                  Employer  Matching  Contributions for a Plan Year shall be all
                  Participants  making  Employee  Elective  Deferrals  who  were
                  employed  on the last day of the Plan Year.  Participants  who
                  terminated  employment  during  the Plan  Year on  account  of
                  death,  Disability,  or after attaining Normal  Retirement Age
                  shall be deemed to have been  employed  on the last day of the
                  Plan Year.

3.3      Employer Qualified Matching Contributions:
         -----------------------------------------
         The Employer may make Employer Qualified Matching  Contributions to the
         Plan with  respect to  Employee  Elective  Deferrals  in such amount or
         percentage,  if any, as is  determined  in its absolute  discretion  by
         appropriate action of the Employer. The Employer's determination of the
         amount of any such  contribution  shall be binding on all Participants,
         the   Employer,   and  the   Trustee.   Employer   Qualified   Matching
         Contributions,  if any,  will be  credited  to the  Employer  Qualified
         Matching  Contribution Accounts of each Participant who is a Non-Highly
         Compensated  Employee making Employee  Elective  Deferrals for the Plan
         Year for which such Employer Qualified Matching Contributions are made.

3.4      Employer Profit Sharing Contributions:
         -------------------------------------
         (a)      The Employer may make Employer Profit Sharing Contributions to
                  the  Plan in such  amount,  if any,  as is  determined  in its
                  absolute discretion by appropriate action of the Employer. The
                  Employer's   determination   of  the   amount   of  any   such
                  contribution  shall  be  binding  on  all  Participants,   the
                  Employer,   and   the   Trustee.   Employer   Profit   Sharing
                  Contributions will be allocated to the Employer Profit Sharing
                  Contribution  Account of each Participant entitled to share in
                  the Employer Profit Sharing  Contributions  for that Plan Year
                  in the ratio that each Participant's Compensation for the Plan
                  Year  bears  to the  total  Compensation  of all  Participants
                  entitled to receive them for the Plan Year.

         (b)      The  Participants  entitled  to  share  in the  allocation  of
                  Employer Profit Sharing Contributions for a Plan Year shall be
                  all Participants who were employed on the last day of the Plan
                  Year.  Participants who terminated  employment during the Plan
                  Year on  account  of  death,  Disability,  or after  attaining
                  Normal Retirement Age shall be deemed to have been employed on
                  the last day of the Plan Year.

3.5      Employer Qualified Non-Elective Contributions:
         ---------------------------------------------
         The Employer may make Employer Qualified Non-Elective  Contributions to
         the Plan in such  amount,  if any,  as is  determined  in its  absolute
         discretion  by  appropriate  action  of the  Employer.  The  Employer's
         determination of the amount of any such  contribution  shall be binding
         on all Participants,  the Employer, and the Trustee. Employer Qualified
         Non-Elective  Contributions  shall be credited  to  Employer  Qualified
         Non-Elective  Contribution  Accounts  of  each  Participant  who  is  a

                                       30
<PAGE>

         Non-Highly   Compensated   Employee   in  the  ratio   that  each  such
         Participant's  Compensation  for  the  Plan  Year  bears  to the  total
         Compensation of all Participants  entitled to receive them for the Plan
         Year.

3.6      Employee Rollover/Transfer Contributions:
         ----------------------------------------
         The Plan and Trust may accept Employee Rollover/Transfer Contributions.
         The  Plan  Administrator  may  require  appropriate  evidence  that the
         contribution   would   qualify   as   an   Employee   Rollover/Transfer
         Contribution, and such evidence may include an opinion of legal counsel
         acceptable  to  the  Plan  Administrator.   Employee  Rollover/Transfer
         Contributions  may  be  made  without  regard  to  the  limitations  on
         allocations under Article 5. Amounts deposited in the Trust pursuant to
         the  provisions of this section shall be credited to the  Participant's
         Employee Rollover/Transfer Account.

3.7      Contributions Not Limited by Net Profits:
         ----------------------------------------
         Employee  Elective  Deferrals,  Employer Profit Sharing  Contributions,
         Employer   Matching   Contributions,    Employer   Qualified   Matching
         Contributions,  and Employer  Non-Elective  Contributions  shall not be
         limited to the net profits of the  Employer for the taxable year of the
         Employer ending with or within the Plan Year.

3.8      Payment of Employer Contributions to Trustee:
         --------------------------------------------
         All Employer  Contributions  for each Taxable Year shall be paid to the
         Trustee  not  later  than the date  prescribed  by law for  filing  the
         Employer's  federal income tax return for such Taxable Year,  including
         extensions.  Any  Employer  Contributions  to the Plan for a given Plan
         Year  made  after the close of the Plan Year but by the due date of the
         Employer's  federal income tax return,  including  extensions,  will be
         considered  to have been made on the last  Valuation  Date of such Plan
         Year.

3.9      Form of Employer Contributions:
         ------------------------------
         Employer   Matching   Contributions,    Employer   Qualified   Matching
         Contributions,  Employer  Profit  Sharing  Contributions,  and Employer
         Qualified Non-Elective  Contributions may be made in cash or in Company
         Stock.



                                       31
<PAGE>


                                   ARTICLE 4
                           INVESTMENTS AND ACCOUNTING
4.1      Investment of Participant Accounts:
         ----------------------------------
         (a)      The Trustee shall invest the Participants  Accounts in various
                  investment  alternatives  selected  by the  Administrator  and
                  directed  by   Participants   in  accordance  with  the  Trust
                  Agreement.

         (b)      The Administrator is authorized to establish from time to time
                  any  reasonable  rules  and  procedures  governing  investment
                  direction  by  Participants  which the  Administrator  and the
                  Recordkeeper  deem  desirable.  Any such rules and  procedures
                  will  be   applied   to   Participants   on  a   uniform   and
                  nondiscriminatory  basis.  The  Administrator  is specifically
                  authorized to establish any rules, procedures,  and investment
                  alternatives  which it deems  necessary or advisable to comply
                  with the  requirements  of  section  404(c) of  ERISA.  To the
                  extent  allowed  by  law,  neither  the  Administrator  or the
                  Trustee  shall  be  liable  for any  loss  resulting  from the
                  Participant's  direction  of  the  investment  of  all  or any
                  portion of his Participant's Account.

4.2      Accounting Procedure:
         --------------------
         The current  market value of the Trust assets shall be determined as of
         each  Valuation  Date in  accordance  with the  Trust  Agreement.  Each
         segregated  investment  account  maintained  on behalf of a Participant
         (such as a  segregated  account for  Participant-directed  investments)
         shall be credited or charged  with its  separate  earnings  and losses.
         With respect to any  accounts  which are not  segregated  but for which
         separate accounting is maintained, any earnings or losses (net increase
         or net  decrease  in the  market  value)  of the  Trust  Fund  shall be
         allocated  pro rata among the  Participant's  Accounts  on the basis of
         account  balances as of the preceding  Valuation  Date, as adjusted for
         contributions,  distributions,  withdrawals,  and Forfeitures  from the
         respective accounts.  The interest with respect to a Participant's loan
         shall be credited to the  Participant's  Account.  Any  expenses of the
         Trust may be  allocated  directly  to a  Participant's  Account  if the
         Administrator  so directs  after  determining  that such  expenses  are
         directly attributable to the Participant or the Participant's Account.

4.3      Correction of Allocations:
         -------------------------
         (a)      In the event that the Administrator  learns that contributions
                  or allocations have not been made on behalf of an Employee for
                  whom  contributions  or  allocations  should  have  been  made
                  pursuant to the terms of this Plan, the Participant's  Account
                  for such Employee  shall be restored to its proper  balance as
                  soon  as  is  reasonably   possible.   Restoration   shall  be
                  accomplished by allocating to the account amounts necessary to
                  restore the account from the following sources:

                  (1)      First,  from  Forfeitures  for the Plan Year in which
                           the account is restored;

                                       32
<PAGE>

                  (2)      Next, from Employer  Contributions  for the Plan Year
                           in which the account is restored: and

                  (3)      Finally, from additional Employer Contributions.

         (b)      In the event that the Administrator  learns that contributions
                  or  allocations  have been made on behalf of an  Employee  for
                  whom  allocations  should not have been made  pursuant  to the
                  terms of this Plan:

                  (1)      If such contributions were made pursuant to a mistake
                           of fact, such contributions  shall be returned to the
                           Employer  within  one year of the  contributions,  if
                           possible.   Earnings  attributable  to  the  mistaken
                           contribution  shall not be returned to the  Employer,
                           but losses attributable to the mistaken  contribution
                           shall  reduce  the  amount  to  be  returned  to  the
                           Employer.

                  (2)      In  other  cases,  the  erroneous   contributions  or
                           allocations plus earnings or less losses attributable
                           thereto,  shall be deemed to be Forfeitures and shall
                           be allocated pursuant to section 6.4.



                                       33
<PAGE>

                                   ARTICLE 5
             LIMITATION ON ALLOCATIONS, DEFERRALS AND CONTRIBUTIONS

5.1      Limitation on Allocations:
         -------------------------
         (a)      The amount of Annual  Additions  which may be  credited to the
                  Participant's  account for any Limitation Year will not exceed
                  the  lesser  of the  Maximum  Permissible  Amount or any other
                  limitation   contained   in  this   Plan.   If  the   Employer
                  contribution  that would otherwise be contributed or allocated
                  to the Participant's  account would cause the Annual Additions
                  for the  Limitation  Year to exceed  the  Maximum  Permissible
                  Amount, the amount contributed or allocated will be reduced so
                  that the Annual  Additions for the Limitation  year will equal
                  the Maximum Permissible Amount.

         (b)      Prior  to   determining   the   Participant's   actual  ss.415
                  Compensation   for  the  Limitation  Year,  the  Employer  may
                  determine the Maximum  Permissible Amount for a Participant on
                  the  basis of a  reasonable  estimation  of the  Participant's
                  ss.415   Compensation  for  the  Limitation  Year,   uniformly
                  determined for all Participants similarly situated.

         (c)      As soon as is  administratively  feasible after the end of the
                  Limitation  Year,  the  Maximum  Permissible  amount  for  the
                  Limitation  Year  will  be  determined  on  the  basis  of the
                  Participant's  actual ss.415  Compensation  for the Limitation
                  Year.

         (d)      If pursuant to section 5.1(c) or as a result of the allocation
                  of Forfeitures,  there is an Excess Amount, the excess will be
                  disposed of as follows:

                  (1)      Any nondeductible  voluntary  employee  contributions
                           (plus  attributable  earnings),  to the  extent  they
                           would reduce the excess  amount,  will be returned to
                           the Participant.

                  (2)      If after the  application  of paragraph (1) an Excess
                           Amount still  exists,  any elective  deferrals  (plus
                           attributable  earnings),  to the  extent  they  would
                           reduce the Excess  Amount,  will be  returned  to the
                           Participant.

                  (3)      If after the  application  of paragraph (2) an Excess
                           Amount still exists,  and the  Participant is covered
                           by the Plan at the end of the  Limitation  Year,  the
                           Excess  Amount in the  Participant's  account will be
                           used to reduce Employer Contributions  (including any
                           allocation of  forfeitures)  for such  Participant in
                           the  next   Limitation   Year,  and  each  succeeding
                           Limitation Year if necessary.

                  (4)      If after the  application  of paragraph (2) an Excess
                           Amount  still  exists,  and  the  Participant  is not
                           covered by the Plan at the end of a Limitation  Year,
                           the  Excess  Amount  will  be held  unallocated  in a
                           suspense  account.   The  suspense  account  will  be
                           applied  to  reduce  future  Employer   Contributions

                                       34
<PAGE>

                           (including  allocation  of any  Forfeitures)  for all
                           remaining  Participants in the next Limitation  Year,
                           and each succeeding Limitation Year if necessary.

                  (5)      If a  suspense  account is in  existence  at any time
                           during a Limitation Year pursuant to this section, it
                           will not participate in the allocation of the trust's
                           investment gains and losses. If a suspense account is
                           in   existence   at  any  time  during  a  particular
                           Limitation  Year, all amounts in the suspense account
                           must be allocated and  reallocated  to  Participant's
                           Accounts  before any  Employer  Contributions  or any
                           employee  contributions  may be made to the  Plan for
                           that  Limitation  Year.  Excess  Amounts  may  not be
                           distributed to Participants or Former Participants.

5.2      Actual Deferral Percentage Test:
         -------------------------------
         (a)      The Actual Deferral Percentage  (hereinafter  sometimes "ADP")
                  for a Plan Year for  Participants  who are Highly  Compensated
                  Employees  for each  Plan Year and the  prior  year's  ADP for
                  Participants who were Nonhighly  Compensated Employees for the
                  prior Plan Year must satisfy one of the following tests:

                  (1)      The  ADP for a Plan  Year  for  Participants  who are
                           Highly Compensated  Employees for the Plan Year shall
                           not exceed the prior year's ADP for  Participants who
                           were  Nonhighly  Compensated  Employees for the prior
                           Plan Year multiplied by 1.25; or

                  (2)      The  ADP for a Plan  Year  for  Participants  who are
                           Highly Compensated  Employees for the Plan Year shall
                           not exceed the prior year's ADP for  Participants who
                           were  Nonhighly  Compensated  Employees for the prior
                           Plan Year  multiplied  by 2.0,  provided that the ADP
                           for Participants who are Highly Compensated Employees
                           does not  exceed  the ADP for  Participants  who were
                           Nonhighly  Compensated  Employees  in the prior  Plan
                           Year by more than two (2) percentage points.

         (b)      Special Rules

                  (1)      A Participant is a Highly Compensated  Employee for a
                           particular   Plan   Year  if  he  or  she  meets  the
                           definition of a Highly Compensated Employee in effect
                           for that Plan Year.  Similarly,  a  Participant  is a
                           Nonhighly  Compensated Employee for a particular Plan
                           Year if he or she does not meet the  definition  of a
                           Highly  Compensated  Employee in effect for that Plan
                           Year.

                  (2)      The  ADP  for  any   Participant   who  is  a  Highly
                           Compensated  Employee  for the  Plan  Year and who is
                           eligible to have  Employee  Elective  Deferrals  (and
                           Employer  Qualified  Non-Elective   Contributions  or
                           Employer Qualified Matching  Contributions,  or both,
                           if  treated  as  Employee   Elective   Deferrals  for
                           purposes  of the ADP  test)  allocated  to his or her
                           accounts under two or more arrangements  described in
                           section  401(k) of the Code,  that are  maintained by
                           the Employer, shall be determined as if such Employee

                                       35
<PAGE>

                           Elective  Deferrals (and, if applicable such Employer
                           Qualified  Non-elective   Contributions  or  Employer
                           Qualified Matching Contributions,  or both) were made
                           under a single  arrangement.  If a Highly Compensated
                           Employee participates in two or more cash or deferred
                           arrangements that have different Plan Years, all cash
                           or  deferred  arrangements  ending with or within the
                           same  calendar  year  shall  be  treated  as a single
                           arrangements.

                  (3)      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 such  sections  of the Code  only if
                           aggregated with this Plan, then this section shall be
                           applied by determining the ADP of employees as if all
                           such plans were a single plan. Any adjustments to the
                           Nonhighly Compensated Employee ADP for the prior Plan
                           Year will be made in accordance  with Notice 98-1 and
                           any superseding guidance.  Plans may be aggregated in
                           order to satisfy  section  401(k) of the Code only if
                           they  have  the same  Plan  Year and use the same ADP
                           testing  method.

                  (4)      For purposes of  determining  the ADP test,  Employee
                           Elective Deferrals,  Employer Qualified  Non-elective
                           Contributions   and   Employer   Qualified   Matching
                           Contributions  must  be  made  before  the end of the
                           twelve-month  period  immediately  following the Plan
                           Year to which contributions relate.

                  (5)      The Employer  shall  maintain  records  sufficient to
                           demonstrate  satisfaction  of the  ADP  test  and the
                           amount    of    Employer    Qualified    Non-Elective
                           Contributions   or   Employer    Qualified   Matching
                           Contributions, or both, used in such test.


5.3      Distribution of Excess Contributions:
         ------------------------------------
         (a)      Notwithstanding  any  other  provision  of this  Plan,  Excess
                  Contributions,  plus any  income or minus  any loss  allocable
                  thereto,  shall be  distributed  no later than the last day of
                  each Plan Year to  Participants  to whose accounts such Excess
                  Contributions  were  allocated  for the  preceding  Plan Year.
                  Effective for Plan Years  beginning  after  December 31, 1996,
                  Excess  Contributions are allocated to the Highly  Compensated
                  Employees with the largest  amounts of Employer  Contributions
                  taken into account in calculating the ADP test for the year in
                  which the excess arose,  beginning with the Highly Compensated
                  Employee   with   the   largest   amount   of  such   Employer
                  Contributions and continuing in descending order until all the
                  Excess Contributions have been allocated.  For purposes of the
                  preceding  sentence,  the "largest amount" is determined after
                  distribution  of any  Excess  Contributions.  If  such  excess

                                       36
<PAGE>

                  amounts are distributed  more than 2-1/2 months after the last
                  day of the Plan Year in which such excess amounts arose, a ten
                  (10)  percent  excise  tax  will be  imposed  on the  Employer
                  maintaining the Plan with respect to such amounts.


         (b)      Excess  Contributions shall be adjusted for any income or loss
                  for the Plan  Year.  The  income or loss  allocable  to Excess
                  Contributions   is  the  income  or  loss   allocable  to  the
                  Participant's  Employee  Elective  Deferral  Account  (and, if
                  applicable,  the Employer Qualified Non-elective  Contribution
                  Account  or  the  Employer  Qualified  Matching  Contributions
                  Account or both) for the Plan Year  multiplied  by a fraction,
                  the   numerator   of  which  is  such   Participant's   Excess
                  Contributions   for  the  year  and  the  denominator  is  the
                  Participant's   account   balance   attributable  to  Employee
                  Elective  Deferrals  (and  Employer   Qualified   Non-Elective
                  Contributions or Employer Qualified Matching Contributions. or
                  both,  if any of such  contributions  are  included in the ADP
                  test) without  regard to any income or loss  occurring  during
                  such Plan Year.

         (c)      Excess  Contributions  shall  be  first  distributed  from the
                  Participant's   Employee   Elective   Deferral  Account  until
                  exhausted  and  then  from  the  Employer  Qualified  Matching
                  Contribution  Account (to the extent used in the ADP test) for
                  the Plan Year. Excess  Contributions shall be distributed from
                  the Participant's Employer Qualified Non-Elective Contribution
                  account  only to the  extent  that such  Excess  Contributions
                  exceed the  balance  in the  Participant's  Employee  Elective
                  Deferral Account and Employer Qualified Matching  Contribution
                  Account.

5.4      Average Contribution Percentage Test:
         ------------------------------------
         (a)      The Average  Contribution  Percentage  (hereinafter  sometimes
                  "ACP") for Participants who are Highly  Compensated  Employees
                  for each Plan Year and the prior  year's ACP for  Participants
                  who were  Non-highly  Compensated  Employees for the same Plan
                  Year must satisfy one of the following tests:

                  (1)      The  ACP for a Plan  Year  for  Participants  who are
                           Highly Compensated  Employees for the Plan Year shall
                           not exceed the prior year's ACP for  Participants who
                           were  Nonhighly  Compensated  Employees for the prior
                           Plan Year multiplied by 1.25; or

                  (2)      The  ACP for a Plan  Year  for  Participants  who are
                           Highly Compensated  Employees for the Plan Year shall
                           not exceed the prior year's ACP for  Participants who
                           were  Nonhighly  Compensated  Employees for the prior
                           Plan Year  multiplied  by 2.0,  provided that the ACP
                           for Participants who are Highly Compensated Employees
                           does not  exceed  the ACP for  Participants  who were
                           Nonhighly  Compensated Employees by more than two (2)
                           percentage points.

                                       37
<PAGE>

         (b)      Special Rules

                  (1)      A Participant is a Highly Compensated  Employee for a
                           particular   Plan   Year  if  he  or  she  meets  the
                           definition of a Highly Compensated Employee in effect
                           for that Plan Year.  Similarly,  a  Participant  is a
                           Nonhighly  Compensated Employee for a particular Plan
                           Year if he or she does not meet the  definition  of a
                           Highly  Compensated  Employee in effect for that Plan
                           Year.

                  (2)      If  one  or   more   Highly   Compensated   Employees
                           participate  in both a cash or  deferred  arrangement
                           and a plan subject to the ACP test  maintained by the
                           Employer,  and the  sum of the  ADP and ACP of  those
                           Highly  Compensated  Employees  subject  to either or
                           both tests exceeds the Aggregate Limit,  then the ACP
                           of  those  Highly  Compensated   Employees  who  also
                           participate in a cash or deferred arrangement will be
                           reduced so that the limit is not exceeded. The amount
                           by   which   each   Highly   Compensated   Employee's
                           Contribution  Percentage  Amounts is reduced shall be
                           treated as an Excess Aggregate Contribution.  The ADP
                           and  ACP  of the  Highly  Compensated  Employees  are
                           determined after any corrections required to meet the
                           ADP and ACP  tests and are  deemed to be the  maximum
                           permitted   under  such  tests  for  the  Plan  Year.
                           Multiple  use does  not  occur if both ADP and ACP of
                           the Highly Compensated Employees does not exceed 1.25
                           multiplied  by the  ADP  and  ACP  of the  Non-highly
                           Compensated Employees.

                  (3)      For  purposes  of  this  section,   the  Contribution
                           Percentage  for  any  Participant  who  is  a  Highly
                           Compensated  Employee  and  who is  eligible  to have
                           Contribution  Percentage  Amounts allocated to his or
                           her  account  under two or more  plans  described  in
                           section 401(k) of the Code that are maintained by the
                           Employer, shall be determined as if the total of such
                           Contribution  Percentage  Amounts was made under each
                           plan. If a Highly Compensated  Employee  participates
                           in two or more  cash or  deferred  arrangements  that
                           have  different  plan  years,  all  cash or  deferred
                           arrangements  ending with or within the same calendar
                           year  shall  be  treated  as  a  single  arrangement.
                           Notwithstanding the foregoing, certain plans shall be
                           treated  as  separate  if  mandatorily  disaggregated
                           under regulations under section 401(m) of the Code.


                  (4)      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 such  sections  of the Code  only if
                           aggregated with this Plan, then this section shall be
                           applied by determining the Contribution Percentage of
                           employees  as if all such plans  were a single  plan.
                           Any adjustments to the Nonhighly Compensated Employee
                           ACP  for  the  prior   Plan  Year  will  be  made  in
                           accordance  with  Notice  98-1  and  any  superseding

                                       38
<PAGE>

                           guidance. Plans may be aggregated in order to satisfy
                           section 401(m) of the Code only if they have the same
                           Plan Year and use the same ACP testing method.

                  (5)      For   purposes  of   determining   the   Contribution
                           Percentage   test,    Employee    Contributions   are
                           considered  to have  been  made in the  Plan  Year in
                           which  contributed  to the trust.  Employer  Matching
                           Contributions,     Employer     Qualified    Matching
                           Contributions,  and Employer  Qualified  Non-elective
                           Contributions will be considered made for a Plan Year
                           if made no  later  than  the end of the  twelve-month
                           period  beginning  on the date after the close of the
                           Plan Year.

                  (6)      The Employer  shall  maintain  records  sufficient to
                           demonstrate  satisfaction  of the  ACP  test  and the
                           amount    of    Employer    Qualified    Non-elective
                           Contributions   or   Employer    Qualified   Matching
                           Contributions, or both, used in such test.


5.5      Distribution of Excess Aggregate Contributions:
         ----------------------------------------------
         (a)      Notwithstanding  any  other  provision  of this  Plan,  Excess
                  Aggregate  Contributions,  plus any  income and minus any loss
                  allocable thereto, shall be forfeited,  if forfeitable,  or if
                  not  forfeitable,  distributed  no later  than the last day of
                  each Plan Year to  Participants  to whose accounts such Excess
                  Aggregate  Contributions were allocated for the preceding Plan
                  Year.  Effective for Plan Years  beginning  after December 31,
                  1996,  Excess  Aggregate  Contributions  are  allocated to the
                  Highly  Compensated  Employees  with the largest  Contribution
                  Percentage  Amounts taken into account in calculating  the ACP
                  test for the year in which the excess  arose,  beginning  with
                  the Highly  Compensated  Employee  with the largest  amount of
                  such  Contribution   Percentage   Amounts  and  continuing  in
                  descending order until all the Excess Aggregate  Contributions
                  have been allocated.  For purposes of the preceding  sentence,
                  the "largest amount" is determined  after  distribution of any
                  Excess  Aggregate  Contributions.  If  such  Excess  Aggregate
                  Contributions are distributed more than 2-1/2 months after the
                  last day of the Plan Year in which such excess  amounts arose,
                  a ten (10) percent  excise tax will be imposed on the Employer
                  maintaining the Plan with respect to those amounts.

         (b)      The amount of Excess Aggregate Contributions to be distributed
                  shall be  adjusted  for any  income or loss for the Plan Year.
                  The income or loss allocable to Excess Aggregate Contributions
                  is the income or loss allocable to the Participant's  Employee
                  Post-Tax  Voluntary  Contribution  Account,  Employer Matching
                  Contribution  Account (if any, and if all amounts  therein are
                  not  used  in the  ADP  test)  and,  if  applicable,  Employer
                  Qualified   Non-Elective    Contribution   Account,   Employer
                  Qualified  Matching  Account,  and Employee  Elective Deferral
                  Account  for the Plan  Year,  multiplied  by a  fraction,  the
                  numerator  of which  is such  Participant's  Excess  Aggregate
                  Contributions   for  the  year  and  the  denominator  is  the

                                       39
<PAGE>

                  Participant's account balance(s)  attributable to Contribution
                  Percentage  Amounts  without  regard  to any  income  or  loss
                  occurring during such Plan Year.

         (c)      Forfeitures of Excess Aggregate Contributions shall be applied
                  to reduce employer contributions.

         (d)      Excess  Aggregate   Contributions   shall  be  forfeited,   if
                  forfeitable,  or  distributed  on a pro  rata  basis  from the
                  Participant's Employer Matching Contribution Account, Employer
                  Qualified Matching  Contribution  Account (and, if applicable,
                  from  the  Participant's   Employer   Qualified   Non-elective
                  Contribution Account or Employee Elective Deferral Account, or
                  both).

5.6      Procedure for Distribution of Excess Elective Deferrals:
         -------------------------------------------------------
         (a)      Notwithstanding  any  other  provision  of this  Plan,  Excess
                  Elective  Deferrals assigned to this Plan, plus any income and
                  minus any losses  allocable  thereto,  shall be distributed no
                  later than April 15 to Participants  who claim Excess Elective
                  Contributions  for the preceding  taxable year and assign them
                  to the Plan for such preceding year.

         (b)      A  Participant  may  assign to this Plan any  Excess  Elective
                  Deferrals  made during a taxable  year of the  Participant  by
                  notifying the Plan  Administrator on or before March 15 of the
                  amount of the Excess Elective  Deferrals to be assigned to the
                  Plan.  The  Participant's  notice  shall be in writing,  shall
                  specify the  Participant's  Excess Elective  Deferrals for the
                  preceding  taxable  year,  and  shall  be  accompanied  by the
                  Participant's  written  statement that if such amounts are not
                  distributed,  such  Excess  Elective  Deferrals  when added to
                  amounts  deferred under other plans or arrangements  described
                  in sections 401(k),  408(k) or 403(b) of the Code,  exceed the
                  limit imposed on the Participant by section 402(g) of the Code
                  for the year in which the deferral occurred.

         (c)      Excess Elective  Deferrals shall be adjusted for any income or
                  loss for the taxable  year.  The income or loss  allocable  to
                  Excess  Elective  Deferrals is the income or loss allocable to
                  the  Participant's  Employee Elective Deferral account for the
                  taxable year multiplied by a fraction,  the numerator of which
                  is such  Participant's  Excess Elective Deferrals for the year
                  and  the  denominator  is the  Participant's  account  balance
                  attributable to Employee Elective  Deferrals without regard to
                  any income or loss occurring during such taxable year.


                                       40
<PAGE>


                                   ARTICLE 6
                             VESTING AND FORFEITURES

6.1      Nonforfeitable Accounts:
         -----------------------
         A  Participant's   Employee   Elective   Deferral   Account,   Employee
         Rollover/Transfer  Account,  Employer Qualified  Matching  Contribution
         Account, and Employer Qualified Non-Elective  Contribution Account, and
         all earnings,  appreciations  and additions  thereto,  less any losses,
         depreciation and distributions allocable thereto, shall be fully vested
         and nonforfeitable at all times.  Participants  employed by Cana Foods,
         Inc.,  Bread of Life of  Campbell,  Inc.,  or Bread of Life  Cupertino,
         Inc.,  with  accounts  under the Bread of Life  401(k)  Plan which were
         transferred  to  this  Plan  shall  be  100%  vested  in  the  Employee
         Rollover/Transfer Accounts attributable to such transfers.

6.2      Accounts Subject to Vesting, Schedule:
         -------------------------------------
         A  Participant's  Vested  Percentage  in his  Employer  Profit  Sharing
         Contribution  Account and Employer Matching  Contribution Account shall
         be determined as follows:

         (a)      Normal Retirement Age:
                  ---------------------
                  A  Participant's  interest  in  his  Employer  Profit  Sharing
                  Contribution   Account  and  Employer  Matching   Contribution
                  Account  shall  become  fully  vested  when he reaches  Normal
                  Retirement  Age. A Participant who terminates his service with
                  the  Employer  prior  to  Normal  Retirement  Age but does not
                  suffer a  one-year  Break in  Service  before the close of the
                  Plan Year in which his Normal  Retirement  Date occurs will be
                  deemed to have terminated  employment on his Normal Retirement
                  Age.

         (b)      Death or Disability:
                  -------------------
                  A  Participant's  interest  in  his  Employer  Profit  Sharing
                  Contribution   Account  and  Employer  Matching   Contribution
                  Account shall become fully vested upon his death or Disability
                  prior to Normal Retirement Age.

         (c)      Termination Before Normal Retirement Age:
                  ----------------------------------------
                  A  Participant's  Vested  Percentage  in his  Employer  Profit
                  Sharing    Contribution    Account   and   Employer   Matching
                  Contribution  Account  shall be  determined  according  to the
                  following  vesting schedule if the Participant  terminates his
                  employment before attaining Normal Retirement Age:

                  Years of Service          Vested Percentage
                  ----------------          -----------------
                           0                       0
                           1                      25
                           2                      50
                           3                      75
                           4 or more             100


                                       41
<PAGE>

         (d)      Plan Termination:
                  ----------------
                  A  Participant's  interest  in  his  Employer  Profit  Sharing
                  Contribution   Account  and  Employer  Matching   Contribution
                  Account shall become fully vested in the event of  termination
                  or  partial   termination  of  this  Plan,  or  upon  complete
                  discontinuance of Employer contributions.

6.3      Vesting at Termination:
         ----------------------
         (a)      When a  Participant's  employment  is terminated on account of
                  retirement  on  or  after  Normal   Retirement   Age,   death,
                  Disability,   or  otherwise,  the  Vested  Percentage  of  his
                  Employer Profit Sharing  Contribution Account and his Employer
                  Matching  Contribution Account (after all required adjustments
                  thereto) shall be determined in accordance with section 6.2 as
                  of the  Valuation  Date  coincident  with  or  next  following
                  termination of employment. The Participant's Vested Percentage
                  of his Employer  Profit Sharing  Contribution  Account and his
                  Employer  Matching  Contribution  Account and the balance,  if
                  any, of all of the  Participant's  other  accounts will become
                  distributable   to  the  Participant  or  his  Beneficiary  in
                  accordance with Article 7. Any unvested  balance will become a
                  Forfeiture and will be allocated pursuant to section 6.4.

(b)               If  a  Participant   terminates   employment   and  elects  in
                  accordance with the  requirements of section 7.9(b) to receive
                  less than the  entire  value of the Vested  Percentage  of his
                  Participant's Account derived from Employer contributions, the
                  part of the nonvested portion that will be a Forfeiture is the
                  total  nonvested  portion   multiplied  by  a  fraction,   the
                  numerator   of  which  is  the  amount  of  the   distribution
                  attributable to employer  contributions and the denominator of
                  which is the  total  value  of the  Vested  Percentage  of the
                  Participant's Employer Contribution Account.

6.4      Forfeitures:
         -----------
         Forfeitures will be allocated as follows:

         (a)      Forfeitures  shall  be  first  used to  restore  Participants'
                  Employer  Profit  Sharing  Contribution  Accounts and Employer
                  Matching   Contribution   Accounts  pursuant  to  the  buyback
                  provisions of section 6.5;

         (b)      Forfeitures  shall next be used to restore  any  Participant's
                  Accounts  pursuant to the  restoration  provisions of sections
                  4.3(a)(1) and 9.4(e);

         (c)      Forfeitures  shall  next  be  used to  reduce  the  Employer's
                  Matching Contribution, if any, for the Plan Year; and

         (d)      Any remaining  Forfeitures shall be allocated to Participant's
                  Employer  Profit Sharing  Contribution  Accounts in accordance
                  with  section  3.4 for the Plan Year in which  the  Forfeiture
                  occurs.

                                       42
<PAGE>

6.5      Buyback:
         -------
         If a Former Participant is reemployed by the Employer before the Former
         Participant incurs five consecutive 1-year Breaks in Service,  and such
         Former Participant has received a distribution of all or any portion of
         the  Vested  Percentage  of  his  Participant's  Account  prior  to his
         reemployment,  any forfeited amounts shall be restored to the amount on
         the date of  distribution  if he repays the full amount  distributed to
         him, other than his Employee  Rollover/Transfer  Contribution  Account,
         before  the  earlier  of 5 years  after  the  first  date on which  the
         Participant is subsequently reemployed by the Employer, or the date the
         Participant  incurs five consecutive 1-year Breaks in Service after the
         date of the distribution.



                                       43
<PAGE>

                                   ARTICLE 7
                               PAYMENT OF BENEFITS

7.1      Eligibility for Payment of Benefits:
         -----------------------------------

         (a)      The Vested Percentage of a Participant's  Account shall become
                  payable to a Participant or his  beneficiary  pursuant to this
                  Article 7 as follows:

                  (1)      Upon actual  retirement on or after the Participant's
                           Normal Retirement Date.

                  (2)      Upon the death of the Participant.

                  (3)      Upon the Disability of the Participant.

                  (4)      Upon  termination  of  the  Participant's  employment
                           prior to retirement, death, or Disability.

                  (5)      Termination of the Plan without the  establishment or
                           maintenance of a successor plan.

                  (6)      The  disposition by the Employer to an entity that is
                           not an Affiliated  Employer of  substantially  all of
                           the assets  (within the meaning of section  409(d)(2)
                           of the  Code)  used by the  Employer  in a  trade  or
                           business,  but  only  if the  Employer  continues  to
                           maintain  this Plan after the  disposition,  and only
                           with respect to Participants who continue  employment
                           with the corporation acquiring such assets.

                  (7)      The  disposition by the Employer to an entity that is
                           not an Affiliated Employer of the Employer's interest
                           in  a  subsidiary  (within  the  meaning  of  section
                           409(d)(3)  of the  Code),  but  only if the  Employer
                           continues to maintain the Plan, and only with respect
                           to  Employees  who  continue   employment  with  such
                           subsidiary.

                  (8)      Upon the Participant's  request after the Participant
                           attains age 59-1/2.

         (b)      In  addition,  a  Participant's   Employee  Elective  Deferral
                  Account will be  distributable  on account of a  Participant's
                  financial hardship as described in section 7.10 of the Plan.

         (c)      All distributions  that may be made pursuant to one or more of
                  the  foregoing   distributable   events  are  subject  to  any
                  applicable  spousal  and  participant   consent   requirements
                  contained in sections 401(a)(11) and 417 of the Code.

                                       44
<PAGE>

7.2      Commencement of Benefits:
         ------------------------
         (a)      A  Participant  whose benefit has become  payable  pursuant to
                  section 7.1(a) for any reason shall be entitled to receive the
                  Vested Percentage of the Participant's  Account  determined as
                  of the Valuation  Date  coincident  with or next following the
                  date of termination of employment as soon as  administratively
                  feasible after the date of termination of employment.

         (b)      The Administrator shall provide the Participant with a written
                  explanation  of the material  features and relative  values of
                  the optional forms of benefits  available under the Plan. Such
                  notice shall also notify the Participant of the right to defer
                  distribution  until a future date specified by the Participant
                  or until Normal  Retirement Age (or age 62, if later),  and if
                  the  Participant is subject to the Joint and Survivor  Annuity
                  rules of Section 7.4, the notice shall be provided  during the
                  period  beginning  ninety (90) days  before and ending  thirty
                  (30) days before the Annuity Starting Date.

         (c)      If the Vested Percentage of the  Participant's  Account is not
                  greater than $5,000  ($3,500 for Plan Years  beginning  before
                  January 1, 1998), the Employee shall receive a distribution of
                  the  value  of the  entire  vested  portion  of  such  account
                  balance. However, no such distribution shall be made after the
                  Annuity   Starting  Date  unless  the   Participant   (if  the
                  Participant is subject to Section 7.4, the Participant and his
                  or  her  spouse  (or  the  Participant's   surviving  spouse))
                  consents in writing to such distribution.

                  Notwithstanding  the  foregoing,  only  the  Participant  need
                  consent to the commencement of a distribution in the form of a
                  Joint and  Survivor  Annuity  while  the  account  balance  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 section
                  401(a)(9)  or section 415 of the Code.  An account  balance is
                  immediately  distributable  if any part of the account balance
                  could be distributed to the Participant (or Surviving  Spouse)
                  before the  Participant  attains or would have attained if not
                  deceased) the later of Normal Retirement Age or age 62.

         (d)      Unless the Participant elects to the contrary, distribution of
                  benefits  shall  commence  no later than sixty (60) days after
                  the latest of:

                  (1)      The close of the Plan  Year in which the  Participant
                           attains Normal Retirement Age.

                  (2)      If the  Participant  does not  retire  by his  Normal
                           Retirement Date, the date the Participant  terminates
                           employment; or

                  (3)      The  10th  anniversary  of  the  year  in  which  the
                           Participant commenced participation in the Plan.

                                       45
<PAGE>

                  Notwithstanding  the  foregoing,  the failure of a Participant
                  and Spouse to consent to a distribution  shall be deemed to be
                  an  election to defer  commencement  of payment of any benefit
                  sufficient to satisfy this section.

         (e)      Distribution of a Participant's  Account must be made or begun
                  by the Required Beginning Date.

7.3      Form of Payment of Benefits:
         ---------------------------

         (a)      Except as provided in this section 7.3(a) or in section 7.3(b)
                  below, the only form of benefit available under the Plan shall
                  be a  single  sum  payment  to  the  Participant  (or  to  the
                  Designated Beneficiary,  if the Participant has died). In lieu
                  of a single sum distribution, a Participant or Beneficiary may
                  elect  to  receive   installment   payments  payable  monthly,
                  quarterly, semi-annually, or annually.

         (b)      The  following  optional  forms of benefit  are  available  in
                  addition to the forms of benefit  specified in section  7.3(a)
                  above:

                  (1)      Participants  who  participated  in the Bread of Life
                           401(k) Plan prior to January 1, 1996,  are subject to
                           the Joint and Survivor  Annuity rules of Section 7.4.
                           The following optional forms of benefit shall also be
                           available to such Participants:

                           (A)      A straight life annuity.

                           (B)      A single life annuity for 5, 10, or 15 years
                                    guaranteed.

                           (C)      A  single  life  annuity  with   installment
                                    refund.

                           (D)      Survivorship life annuities with installment
                                    refund  and  survivor   percentages  of  50,
                                    66-2/3, or 100.

                           (E)      A fixed  period  annuity  for any  period of
                                    whole  months  which is not less than 60 and
                                    does not exceed the life  expectancy  of the
                                    Participant and the Designated  Beneficiary,
                                    where   the   life    expectancy    is   not
                                    recalculated.

                           (F)      A  series  of  installments  chosen  by  the
                                    Participant with a minimum payment each year
                                    beginning  with  the  year  the  Participant
                                    turns age 70-1/2.

         (2)      Participants  who participated in the Fresh Fields 401(k) Plan
                  and had their account  balances  transferred  to the Plan from
                  the Fresh Fields  401(k) Plan as a result of the merger of the
                  Fresh  Fields  401(k) Plan and the Plan on  December  31, 1997

                                       46
<PAGE>

                  ("Fresh  Fields Group  Participants"),  are not subject to the
                  Joint  and  Survivor  Annuity  requirements  of  Section  7.4;
                  provided,   however,   that  for  the   Fresh   Fields   Group
                  Participants, the Fresh Fields Group Participants may elect an
                  installment  or annuity form of  distribution  form,  but only
                  through the purchase of a group annuity contract ("Contract"),
                  and such  Contract  shall  provide  for  payment in one of the
                  following  forms,  as elected by each such Fresh  Fields Group
                  Participant, as follows:

                  (A)      Annuity  payments over one of the following  periods:
                           (1) the life of the  Participant,  (ii) the  lives of
                           the Participant and a designated beneficiary, (iii) a
                           period certain and  continuous  not extending  beyond
                           the life  expectancy  of the  Participant,  or (iv) a
                           period certain and  continuous  not extending  beyond
                           the  joint  and  last  survivor   expectancy  of  the
                           Participant and a designated Beneficiary;

                  (B)      A  Qualified  Joint  and  Survivor   Annuity  with  a
                           survivor percentage of 50% or 100%; or

                  (C)      Installment payments made over a period not to exceed
                           the Participant's (or the Participant's and Spouse's)
                           life expectancy.

                           Only  if  a   Participant   elects   to   receive   a
                           distribution  of  benefits  in the form of a Contract
                           will  the  provisions  of  Section  7.4  apply to the
                           Contract  which is  distributed  to the Fresh  Fields
                           Group Participant.

         (3)      Notwithstanding any provision of the Plan to the contrary, any
                  optional forms of benefit protected under Section 411(d)(6) of
                  the Code are not intended to be  eliminated  unless  otherwise
                  permitted  by  IRS  Regulations,  and  shall  continue  to  be
                  available hereunder.

7.4      Joint and Survivor Annuity Requirements:
         ---------------------------------------

         (a)      This Section 7.4 shall not apply to any Participant under this
                  Plan except as provided in Section 73(b)(1), (2) and (3).

         (b)      A Participant  or Former  Participant to whom this Section 7.4
                  applies  who  has a  Vested  Percentage  in his  Participant's
                  Account,  including  any  balance  held  in the  Participant's
                  Employee  Rollover/Transfer Account, which becomes payable for
                  any  reason  other  than the  death of the  Participant  shall
                  receive any distribution  from the Plan in the form of a Joint
                  and Survivor Annuity if the Participant is married on the date
                  benefit payments commence, or in the form of a life annuity if
                  the  Participant  is  unmarried,  unless an  optional  form of
                  benefit  described and made  available to the  Participant  in
                  section  7.3 is  selected  pursuant  to a  Qualified  Election
                  within the 90 day period ending on the Annuity  Starting Date,

                                       47
<PAGE>

                  or unless the benefit is payable under section  7.2(c).  These
                  joint and  survivor  annuity  requirements  shall apply to any
                  benefit payable to a Participant under a contract purchased by
                  the Plan and paid by a third party.

7.5      Minimum Distribution Requirements:
         ---------------------------------

         (a)      Subject  to  any   applicable   joint  and  survivor   annuity
                  requirements, the requirements of this section 7.5 shall apply
                  to any  distribution of a Participant's  Account and will take
                  precedence  over any  inconsistent  provisions  of this  Plan.
                  Unless  otherwise  specified,  the provisions of such sections
                  apply to calendar years beginning after December 31, 1984. All
                  distributions required under such sections shall be determined
                  and made in  accordance  with the proposed  regulations  under
                  section   401(a)(9)  of  the  Code,   including   the  minimum
                  distribution   incidental   benefit   requirement  of  section
                  1.401(a)(9)-2 of the proposed regulations.

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

                  (1)      For amounts distributed from an individual account:

                           (A)      If  a   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  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 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 (1) 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 Q&A-4  of  section  1.401(a)(9)-2  of the
                                    proposed  regulations.  Distributions  after

                                       48
<PAGE>

                                    the  death  of  the  Participant   shall  be
                                    distributed   using  the   Applicable   Life
                                    Expectancy in section  7.5(b)(1)(A) above as
                                    the  relevant   divisor  without  regard  to
                                    proposed regulations 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  Required  Beginning Date. The
                                    minimum  distribution for the other calendar
                                    years,  including  the minimum  distribution
                                    for the Distribution  Calendar Year in which
                                    the  Employee's   Required   Beginning  Date
                                    occurs,  must be made on or before  December
                                    31 of that Distribution Calendar Year.

                  (2)      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 and the proposed regulations thereunder.

7.6      Payment at Death:
         ----------------

         (a)      In the case of a  Participant  or Former  Participant  to whom
                  Section 7.4 is made applicable  pursuant to Section  7.3(b)(1)
                  or (2), if the Participant or Former  Participant  dies before
                  benefit payments have commenced,  the Vested Percentage of the
                  Participant's   Account,  will  be  paid  in  the  form  of  a
                  Preretirement  Survivor  Annuity  unless an  optional  form of
                  benefit  described and made  available to the  Participant  in
                  section  7.3 is  selected  pursuant  to a  Qualified  Election
                  within the Qualified  Preretirement  Survivor Annuity Election
                  Period.  Furthermore,  the Surviving  Spouse may elect to have
                  such  Preretirement  Survivor  Annuity  distributed  within  a
                  reasonable period after the death of the Participant.

         (b)      In the case of a  Participant  or Former  Participant  to whom
                  Section 7.4 does not apply,  on the death of the  Participant,
                  the  Participant's  Account will be paid to the  Participant's
                  Surviving Spouse,  but if there is no Surviving Spouse, or, if
                  the  Surviving  Spouse  has  already  consented  in  a  manner
                  conforming to a Qualified Election,  then to the Participant's
                  Designated Beneficiary. The Surviving Spouse may elect to have
                  distribution  of the  Participant's  Account within the 90-day
                  period  following  the date of the  Participant's  death.  The
                  account balance will be adjusted for gains or losses occurring
                  after  the   Participant's   death  in  accordance   with  the
                  provisions  of the Plan  governing  the  adjustment of account
                  balances for other types of distributions.

                  The Participant may waive the spousal benefit provided in this
                  section 7.6(b) at any time;  provided,  however,  that no such
                  waiver shall be effective  unless it satisfies the  conditions
                  (other than the notice requirements  referred to therein) that
                  would apply to the Participant's  Qualified  Election to waive
                  the Preretirement Survivor Annuity.

                                       49
<PAGE>

         (c)      Notwithstanding  section  7.6(a)  and (b),  the  Participant's
                  Beneficiary,  including the  Participant's  Surviving  Spouse,
                  shall  have  the  right to elect  following  the  death of the
                  Participant  that the Vested  Percentage of the  Participant's
                  Account be paid in an  optional  form of benefit as  described
                  and made available to the Participant in section 7.3. Further,
                  the  Participant's  Beneficiary  may  elect  the time at which
                  benefit payments shall commence.  Such election may be made at
                  any time  after  the  Participant's  death and must be made in
                  writing to the Plan  Administrator.  The election must specify
                  the  proposed  date as of  which  the  Beneficiary  elects  to
                  commence  receiving benefit  payments.  Such commencement date
                  shall not be  earlier  than the date the  Beneficiary  becomes
                  eligible  for  payment  pursuant  to section  7.2(a) and shall
                  comply   with  the   requirements   of   7.6(d)   below.   The
                  Administrator  shall commence benefit payments pursuant to the
                  election  as  soon  as  administratively  feasible  after  the
                  Valuation   Date   coincident   with  or  next  following  the
                  commencement date specified in the Participant's election.

         (d)      Any  benefits  paid  because  of the death of the  Participant
                  shall be distributed according to the following rules:

                  (1)      If the  Participant  dies after  distribution  of his
                           interest  has begun,  the  remaining  portion of such
                           interest will continue to be  distributed at least as
                           rapidly  as under the  method of  distribution  being
                           used prior to the Participant's death.

                  (2)      If the  Participant  dies before  distribution of his
                           interest  begins,  distribution of the  Participant's
                           entire  interest shall be completed by December 31 of
                           the calendar year containing the fifth anniversary of
                           the Participant's death, except to the extent that an
                           election  is  made to  receive  the  distribution  in
                           accordance with (A) or (B) below.

                           (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   the    Designated
                                    Beneficiary commencing on or before December
                                    31  of   the   calendar   year   immediately
                                    following  the  calendar  year in which  the
                                    Participant died.

                           (B)      If  the   Designated   Beneficiary   is  the
                                    Participant's  Surviving  Spouse,  the  date
                                    distributions   are  required  to  begin  in
                                    accordance   with  (A)  above  need  not  be
                                    earlier than the later of (i) December 31 of
                                    the calendar year immediately  following the
                                    calendar year in which the Participant  died
                                    and (ii) December 31 of the calendar year in
                                    which the  Participant  would have  attained
                                    age 70-1/2.

                                    If the  Participant has not made an election
                                    pursuant to this  section  7.6(d)(2)  by the
                                    time  of  his   death,   the   Participant's
                                    Designated Beneficiary must elect the method

                                       50
<PAGE>

                                    of distribution no later than the earlier of
                                    (1)  December  31 of the  calendar  year  in
                                    which  distributions  would be  required  to
                                    begin under this section, or (2) December 31
                                    of the  calendar  year  which  contains  the
                                    fifth  anniversary  of the  date of 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   must  be
                                    completed  by  December  31 of the  calendar
                                    year containing the fifth anniversary of the
                                    Participant's death.

                  (3)      For  purposes  of  section  7.6(d)(2)  above,  if the
                           Surviving  Spouse  dies  after the  Participant,  but
                           before payments to such spouse begin,  the provisions
                           of  section   7.6(d)(2)  ,  with  the   exception  of
                           paragraph  (B)  therein,  shall be  applied as if the
                           Surviving Spouse were the Participant.

                  (4)      For  purposes of this section  7.6(d)(2),  any amount
                           paid to a child of the Participant will be treated as
                           if it had been  paid to the  Surviving  Spouse if the
                           amount becomes  payable to the Surviving  Spouse when
                           the child reaches the age of majority.

                  (5)      For the purposes of this section 7.6(d), distribution
                           of a Participant's interest is considered to begin on
                           the  Participant's  Required  Beginning  Date (or, if
                           section  7.6(d)(3)  above  is  applicable,  the  date
                           distribution  is required  to begin to the  surviving
                           spouse  pursuant  to  section  7.6(d)(2)  above).  If
                           distribution  in the form of an  annuity  irrevocably
                           commences  to the  Participant  before  the  Required
                           Beginning  Date, the date  distribution is considered
                           to begin is the date distribution actually commences.

7.7      Designation of Beneficiary:
         --------------------------

         (a)      Each  Participant  may,  by  written  notice  filed  with  the
                  Administrator,  designate a Beneficiary  or  Beneficiaries  to
                  receive the Participant's  benefit at the Participant's death.
                  Such  designation  may be changed or revised from time to time
                  by  written  instrument  filed with the  Administrator.  If no
                  designation  has been made, or if no  Beneficiary is living at
                  the time of a Participant's death, his Beneficiary shall be:

                  (1)      his  Surviving  Spouse;  but if he  has no  Surviving
                           Spouse,

                  (2)      his surviving  children,  in equal shares;  but if he
                           has no surviving children,

                  (3)      the legal representative of his estate.

         (b)      A  Beneficiary  designation  shall  be  effective  only to the
                  extent that the Plan is not required to:

                                       51
<PAGE>

                  (1)      pay  the  Vested   Percentage  of  the  Participant's
                           Account in the form of an annuity for the life of the
                           Surviving Spouse pursuant to section 7.6(a), or

                  (2)      pay  the  Vested   Percentage  of  the  Participant's
                           Account to the Surviving  Spouse in  accordance  with
                           section 7.6(b).

7.8      Notice Requirements:
         -------------------

         (a)      In the case of a Joint and Survivor Annuity, the Administrator
                  shall no less than 30 days and no more  than 90 days  prior to
                  the Annuity  Starting Date provide each  Participant a written
                  explanation of:

                  (1)      The terms  and  conditions  of a Joint  and  Survivor
                           Annuity;

                  (2)      The Participant's  right to make and the effect of an
                           election to waive the Joint and Survivor Annuity form
                           of benefit;

                  (3)      The rights of a Participant's Spouse; and

                  (4)      The right to make, and the effect of, a revocation of
                           a previous  election to waive the Joint and  Survivor
                           Annuity.

                  The Annuity  Starting Date for a distribution  in a form other
                  than a qualified  joint and survivor  annuity may be less than
                  30 days after receipt of the written explanation  described in
                  the preceding paragraph provided: (a) the Participant has been
                  provided  with  information  that clearly  indicates  that the
                  Participant has at least 30 days to consider  whether to waive
                  the  qualified  joint and  survivor  annuity  and elect  (with
                  spousal  consent)  to a  form  of  distribution  other  than a
                  qualified joint and survivor  annuity;  (b) 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  explanation  of the  qualified  joint and
                  survivor annuity is provided to the  Participant;  and (c) the
                  Annuity  Starting  Date is a date  after  the  date  that  the
                  written explanation was provided to the Participant.

         (b)      In the  case of a  Preretirement  Survivor  Annuity,  the Plan
                  Administrator   shall  provide  each  Participant  within  the
                  Applicable  Period a written  explanation of the Preretirement
                  Survivor  Annuity in such terms and in such manner as would be
                  comparable  to  the  explanation   provided  for  meeting  the
                  requirements  of  section  7.8(a)  applicable  to a Joint  and
                  Survivor Annuity.

7.9      Transitional Joint and Survivor Annuity Rules:
         ---------------------------------------------

         (a)      Any living  Participant  not receiving  benefits on August 23,
                  1984, who would otherwise not receive the benefits  prescribed
                  by the  previous  sections of this  Article  must be given the
                  opportunity  to  elect  to have  the  prior  sections  of this

                                       52
<PAGE>

                  Article  apply if such  Participant  is credited with at least
                  one Hour of Service under this Plan or a predecessor plan in a
                  Plan Year  beginning  on or after  January 1,  1976,  and such
                  Participant  had at least 10 years of vesting  service when he
                  separated from service.

         (b)      Any living  Participant  not receiving  benefits on August 23,
                  1984, who was credited with at least one Hour of Service under
                  this Plan or a predecessor plan on or after September 2, 1974,
                  and who is not  otherwise  credited with any service in a Plan
                  Year beginning on or after January 1, 1976,  must be given the
                  opportunity  to have his or her  benefits  paid in  accordance
                  with section 7.9(d) of this Article.

         (c)      The opportunities to elect described in (a) and (b) above must
                  be afforded to the appropriate  Participants during the period
                  commencing on August 23, 1984, and ending on the date benefits
                  would otherwise commence to said Participants.

         (d)      Any  Participant  who has elected  pursuant to section  7.9(b)
                  above and any  Participant  who does not elect  under  section
                  7.9(a) above or who meets the  requirements  of section 7.9(a)
                  except that such  Participant  does not have at least 10 years
                  of vesting service when he separates from service,  shall have
                  his  benefits  distributed  in  accordance  with  all  of  the
                  following  requirements if benefits would have been payable in
                  the form of a life annuity.

                  (1)      Automatic Joint and Survivor Annuity.  If benefits in
                           the  form  of a  life  annuity  become  payable  to a
                           married Participant who:

                           (i)      begins to receive payments under the Plan on
                                    or after Normal Retirement Age; or

                           (ii)     dies on or after Normal Retirement Age while
                                    still working for the Employer; or

                           (iii)    begins to receive  payments  on or after the
                                    qualified early retirement age; or

                           (iv)     separates from service on or after attaining
                                    Normal  Retirement  Age  (or  the  Qualified
                                    Early  Retirement Age) and after  satisfying
                                    the eligibility requirements for the payment
                                    of  benefits  under the Plan and  thereafter
                                    dies  before   beginning   to  receive  such
                                    benefits,

                           then such benefits  will be received  under this Plan
                           in the form of a Joint and Survivor  Annuity,  unless
                           the  Participant  has  elected  otherwise  during the
                           election  period.  The election  period must begin at
                           least  6  months  before  the   Participant   attains
                           Qualified Early  Retirement Age and end not more than
                           90 days  before the  commencement  of  benefits.  Any
                           election  hereunder  will  be in  writing  and may be
                           changed by the Participant at any time.

                                       53
<PAGE>

                  (2)      Election of early survivor annuity. A Participant who
                           is  employed  after  attaining  the  Qualified  Early
                           Retirement  Age  will be  given  the  opportunity  to
                           elect, during the election period, to have a survivor
                           annuity payable on death.  If the Participant  elects
                           the  survivor  annuity,  payments  under such annuity
                           must not be less than the  payments  which would have
                           been made to the Spouse  under the Joint and Survivor
                           Annuity  if the  Participant  had  retired on the day
                           before his death.  Any election  under this provision
                           will  be  in  writing  and  may  be  changed  by  the
                           Participant at any time.  The election  period begins
                           on  the  later  of  (1)  the  90th  day   before  the
                           Participant  attains the Qualified  Early  Retirement
                           Age, or (2) the date on which  participation  begins,
                           and  ends  on the  date  the  Participant  terminates
                           employment.

7.10     Hardship Withdrawals:
         --------------------

         (a)      Distribution of a Participant's  Employee  Elective  Deferrals
                  Account  (including only those earnings accrued as of December
                  31,  1988)  may be  made  to a  Participant  in the  event  of
                  financial hardship. For the purposes of this section, hardship
                  is defined as an  immediate  and heavy  financial  need of the
                  Employee where such Employee lacks other available  resources.
                  Determination  of the existence of financial  hardship and the
                  amount  required to meet the immediate  financial need created
                  by the hardship shall be made by the Committee,  in accordance
                  with this Section 7.10.

                  If the  Participant is subject to the  requirements of Section
                  7.4, hardship distributions are subject to the spousal consent
                  requirements  contained in sections  401(a)(11) and 417 of the
                  Code.

         (b)      The  following  are  the  only  financial   needs   considered
                  immediate and heavy:

                  (1)      Expenses  for  medical  care  (within  the meaning of
                           section 213(d) of the Code) incurred by the Employee,
                           the  Employee's  spouse,  or  any  dependents  of the
                           Employee  (as  defined in section  152 of the Code or
                           necessary for these persons to obtain such care;

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

                  (3)      Payment of tuition and related  educational  fees for
                           the next 12 months of  post-secondary  education  for
                           the  Employee,  the  Employee's  spouse,  children or
                           dependents;

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

                                       54
<PAGE>

                  (5)      Such other  financial need which the  Commissioner of
                           the Internal Revenue Service, through the publication
                           of revenue rulings,  notices,  and other documents of
                           general  applicability,  deems  to be  immediate  and
                           heavy.


         (c)      A  distribution  will be considered as necessary to satisfy an
                  immediate and heavy financial need of the Employee only if:

                  (1)      The distribution is not in excess of the amount of an
                           immediate and heavy financial need (including amounts
                           necessary to pay any federal,  state, or local income
                           taxes or penalties  reasonably  anticipated to result
                           from the distribution);

                  (2)      The Employee has  obtained all  distributions,  other
                           than hardship distributions, and all nontaxable loans
                           currently available under all plans maintained by the
                           Employer;

                  (3)      Elective  contributions  and  employee  contributions
                           under   this  Plan  and  all  other   qualified   and
                           nonqualified  deferred  compensation plans maintained
                           by the  Employer  shall  be  suspended  for at  least
                           twelve (12) months  after the receipt of the hardship
                           distribution. For this purpose, the phrase "qualified
                           and   nonqualified   deferred   compensation   plans"
                           includes stock option,  stock  purchase,  and similar
                           plans,  and  cash or  deferred  arrangements  under a
                           cafeteria  plan  within the meaning of section 125 of
                           the  Code.  It does not  include  health  or  welfare
                           benefit plans; and

                  (4)      All plans maintained by the Employer provide that the
                           Employee may not make Employee Elective Deferrals for
                           the Employee's taxable year immediately following the
                           taxable year of the hardship  distribution  in excess
                           of the  applicable  limit under section 401(8) of the
                           Code for such  taxable  year less the  amount of such
                           Employee's Employee Elective Deferral for the taxable
                           year of the hardship distribution.


         (d)      If a distribution is made to a Participant  under this section
                  7.10, then the following shall apply under this Plan:

                  (1)      The Participant's Employee Elective Deferrals will be
                           suspended for at least 12 months after the receipt of
                           the  hardship   distribution.   A  Participant  whose
                           deferrals and contributions  have been suspended will
                           be deemed to have elected to stop his  deferrals  and
                           contributions   and  will  be   permitted   to  begin
                           deferrals   and   contributions   pursuant   to   the
                           applicable provisions of this Plan.

                  (2)      The  Participant  may  not  make  Employee   Elective
                           Deferrals for the Employee's taxable year immediately
                           following   the   taxable   year   of  the   hardship
                           distribution in excess of the applicable  limit under
                           section 401(g) of the code for such taxable year less

                                       55
<PAGE>

                           the amount of such  Participant's  Employee  Elective
                           Deferral   for  the  taxable  year  of  the  hardship
                           distribution.

7.11     Transitional Minimum Distribution Rules:
         ---------------------------------------

         (a)      Notwithstanding  the other  requirements  of this  article and
                  subject to the joint and survivor annuity requirements in this
                  article,  distribution on behalf of any Employee,  including a
                  5-percent  owner,  may be made in  accordance  with all of the
                  following  requirements  (regardless of when such distribution
                  commences):

                  (1)      The  distribution by the trust is one which would not
                           have  disqualified such trust under section 401(a)(9)
                           of the  Internal  Revenue  Code as in effect prior to
                           amendment by the Deficit Reduction Act of 1984.

                  (2)      The  distribution  is in accordance  with a method of
                           distribution   designated   by  the  Employee   whose
                           interest in the trust is being distributed or, if the
                           Employee  is  deceased,  by  a  Beneficiary  of  such
                           Employee.

                  (3)      Such  designation  was in writing,  was signed by the
                           Employee  or the  Beneficiary,  and was  made  before
                           January 1, 1984.

                  (4)      The Employee had accrued a benefit  under the Plan as
                           of December 31, 1983.

                  (5)      The method of distribution designated by the Employee
                           or  the  Beneficiary  specifies  the  time  at  which
                           distribution  will  commence,  the period  over which
                           distributions  will be  made,  and in the case of any
                           distribution   upon   the   Employee's   death,   the
                           Beneficiaries  of the  Employee  listed  in  order of
                           priority.

         (b)      A  distribution  upon  death  will  not  be  covered  by  this
                  transitional  rule unless the  information in the  designation
                  contains the required information described above with respect
                  to  the  distributions  to be  made  upon  the  death  of  the
                  Employee.

         (c)      For any  distribution  which commences before January l, 1984,
                  but continues  after  December 31, 1983,  the Employee will be
                  presumed to have designated the method of  distribution  under
                  which  the  distribution  is  being  made  if  the  method  of
                  distribution  was  specified  in writing and the  distribution
                  satisfies the requirements in subsections 7.11(a)(1) and (5).

         (d)      If a designation is revoked, any subsequent  distribution must
                  satisfy the requirements of section  401(a)(9) of the Code and
                  the  proposed  regulations  thereunder.  If a  designation  is
                  revoked  subsequent to the date  distributions are required to
                  begin,  the trust must  distribute  by the end of the calendar
                  year  following  the  calendar  year in which  the  revocation
                  occurs the total amount not yet  distributed  which would have


                                       56
<PAGE>

                  been  required  to have been  distributed  to satisfy  section
                  401(a)(9) of the Code and the proposed regulations thereunder,
                  but for the section  242(b)(2)  election.  For calendar  years
                  beginning  after December 31, 1988,  such  distributions  must
                  meet the minimum distribution  incidental benefit requirements
                  in section  1.401(a)(9)-2  of the  proposed  regulations.  Any
                  changes  in  the  designation  will  be  considered  to  be  a
                  revocation of the designation.  However, the mere substitution
                  or  addition  of  another  beneficiary  (one not  named in the
                  designation)  under the designation  will not be considered to
                  be  a  revocation  of  the   designation,   so  long  as  such
                  substitution  or addition does not alter the period over which
                  distributions  are to be made under the designation,  directly
                  or indirectly (for example, by altering the relevant measuring
                  life). In the case in which an amount is transferred or rolled
                  over from one plan to another  plan,  the rules in Q&A J-2 and
                  Q&A J-3 shall apply.

7.12     Direct Rollovers:
         ----------------

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

         (b)      Definitions:

                  (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 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).

                  (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.

                                       57
<PAGE>

                  (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.

                  (4)      Direct  Rollover:  A Direct  Rollover is a payment by
                           the Plan to the Eligible Retirement Plan specified by
                           the Distributee.

7.13     Distributions Under Qualified Domestic Relations Order:
         ------------------------------------------------------

         (a)      Distribution  of all or any  part of a  Participant's  Account
                  pursuant to the provisions of a qualified  domestic  relations
                  order as  defined in section  414(p) of the Code  ("QDRO")  is
                  specifically  authorized.  Distribution  may  be  made  to  an
                  alternate payee (as defined in section  414(p)(8) of the Code)
                  under a QDRO prior to a Participant's  earliest retirement age
                  (as  defined  in  section  414(p)(4)(B)  of the  Code)  if the
                  alternate payee elects,  regardless of whether the Participant
                  is eligible to receive a distribution. This provision does not
                  entitle the alternate  payee to receive a form of distribution
                  not otherwise permitted under this Plan.

         (b)      Upon  receipt  of an  order  which  appears  to be a  domestic
                  relations order, the Plan  Administrator  will promptly notify
                  the Participant and each alternate payee of the receipt of the
                  order  and  provide  them  with  a  copy  of  the   procedures
                  established by the Plan for determining whether the order is a
                  QDRO.  While  the  determination  is being  made,  a  separate
                  accounting  will be made with  respect  to any  amounts  which
                  would be payable  under the order while the  determination  is
                  being made. If the  Administrator  or a court  determines that
                  the  order is a QDRO  within  18  months  after  receipt,  the
                  Administrator  will  begin  making  payments,   including  the
                  separately-accounted  for amounts,  pursuant to the order when
                  required  or as soon  as  administratively  practical.  If the
                  Administrator  or court  determines  that  the  order is not a
                  QDRO,  or if no  determination  is made within 18 months after
                  receipt,  then the  separately  accounted  for amounts will be
                  either restored to the Participant's Account or distributed to
                  the  Participant,  as if the order did not exist. If the order
                  is subsequently  determined to be a QDRO,  such  determination
                  shall be  applied  prospectively  to  payments  made after the
                  determination.

         (c)      This section  does not  authorize a  Participant  to receive a
                  distribution at a time not otherwise permitted under the Plan.


                                       58
<PAGE>


                                   ARTICLE 8
                          SPECIAL TOP-HEAVY PLAN RULES

8.1      Applicability of Article:
         ------------------------
         If the Plan is or becomes a Top-Heavy  Plan in any Plan Year  beginning
         after  December 31, 1983, the provisions of this Article 8 shall become
         applicable and shall  supersede any  conflicting  provisions  under the
         Plan.

8.2      Minimum Allocations:
         -------------------

         (a)      Except  as  otherwise  provided  in (c)  and  (d)  below,  the
                  Employer  Contributions and Forfeitures allocated on behalf of
                  any  Participant  who is not a Key Employee  shall not be less
                  than  the  lesser  of  three  percent  of  such  Participant's
                  Compensation the largest percentage of Employer  Contributions
                  and  Forfeitures,  as  a  percentage  of  the  Key  Employee's
                  Compensation, allocated on behalf of any Key Employee for that
                  year. The minimum  allocation is determined  without regard to
                  any Social  Security  contribution.  This  minimum  allocation
                  shall be made even though,  under other Plan  provisions,  the
                  Participant  would not  otherwise  be  entitled  to receive an
                  allocation, or would have received a lesser allocation for the
                  year  because of (1) the  Participant's  failure  to  complete
                  1,000  Hours of Service  (or any  equivalent  provided  in the
                  Plan),  or (ii) the  Participant's  failure to make  mandatory
                  employee  contributions or elective contributions to the Plan,
                  or (iii) Compensation less than a stated amount.

         (b)      Employee    Elective    Deferrals   and   Employer    Matching
                  Contributions and Employer  Qualified  Matching  Contributions
                  made on  account of  Employee  Elective  Deferrals  may not be
                  taken into account for the purpose of satisfying this section.

         (c)      The provision in (a) above shall not apply to any  Participant
                  who was not  employed  by the  Employer on the last day of the
                  Plan Year.

         (d)      The provision in (a) above shall not apply to any  Participant
                  to the extent the  Participant is covered under any other plan
                  or plans of the Employer  and the  Employer has provided  that
                  the minimum  allocation or benefit  requirement  applicable to
                  Top-Heavy Plans will be met in the other plan or plans.

         (e)      The minimum contribution required pursuant to this section (to
                  the extent required to be nonforfeitable  under section 416(b)
                  of the Code) may not be forfeited under sections  411(a)(3)(B)
                  or 411(a)(3)(D) of the Code.

8.3      Minimum Vesting:
         ---------------

(a)               For any  Plan  Year in which  this is a  Top-Heavy  Plan,  the
                  following minimum vesting schedule will automatically apply to
                  the Plan:

                                       59
<PAGE>

                  Years of Service                   Vested Percentage
                           0                                  0
                           1                                  25
                           2                                  50
                           3                                  75
                           4 or more                          100

         (b)      The minimum  vesting  schedule  applies to all benefits within
                  the  meaning of section  411(a)(7)  of the Code  except  those
                  attributable  to Employee  contributions,  including  benefits
                  accrued  before the effective date of section 416 and benefits
                  accrued before the Plan became a Top-Heavy Plan.  Further,  no
                  decrease in a Participant's Vested Percentage may occur in the
                  event the Plan's  status as a Top-Heavy  Plan  changes for any
                  Plan Year. However, this section does not apply to the account
                  balances of any  Employee who does not have an Hour of Service
                  after the Plan has initially  become a Top-Heavy Plan and such
                  Employee's   account   balance    attributable   to   Employer
                  Contributions  and  Forfeitures  will  be  determined  without
                  regard to this section.  If the Plan's  status  changes from a
                  Top-Heavy  Plan  to a  non-Top-Heavy  Plan,  any  change  to a
                  different  vesting  schedule  because  of the change in status
                  will be  considered  an amendment to the vesting  schedule for
                  purposes of Section 12.01 of the Plan.

8.4      Super Top Heavy Plans:
         ---------------------
         In any  Plan  Year in  which  the  Top-Heavy  Ratio  exceeds  90%,  the
         denominators   of  the  Defined   Benefit   Fraction  and  the  Defined
         Contribution Fraction shall be computed using 100 percent of the dollar
         limitation instead of 125 percent.



                                       60
<PAGE>

                                   ARTICLE 9
                             ADMINISTRATION OF PLAN

9.1      Responsibilities of Employer:
         ----------------------------
         The Employer shall have the following  responsibilities with respect to
         administration of the Plan:

         (a)      The  Employer   shall  adopt  a  funding   policy  and  method
                  consistent  with the  obligations  of the Plan and  Title I of
                  ERISA.  The  Employer  shall  communicate  such  policy to the
                  Trustee,  which shall  coordinate such funding policy with its
                  investment strategy.

         (b)      The Employer shall appoint an  Administrator to administer the
                  Plan. In absence of such an  appointment,  the Employer  shall
                  serve as Administrator.  The Employer may remove and reappoint
                  an Administrator from time to time.

         (c)      The  Employer  shall,  formally  or  informally,   review  the
                  performance from time to time of persons appointed by it or to
                  which  duties have been  delegated by it, such as the Trustee,
                  Administrator, and Committee.

         (d)      The Employer shall supply the Administrator in a timely manner
                  with  all   information   necessary  for  it  to  fulfill  its
                  responsibilities  under the Plan. The  Administrator  may rely
                  upon such information and shall have no duty to verify it.

9.2      Rights and Responsibilities of Plan Administrator:
         -------------------------------------------------
         The Administrator  shall administer the Plan according to its terms for
         the exclusive benefit of Participants,  Former Participants,  and their
         Beneficiaries.

         (a)      The Administrator's  responsibilities shall include but not be
                  limited to the following:

                  (1)      Determining all questions relating to the eligibility
                           of Employees to  participate  or remain  Participants
                           hereunder.

                  (2)      Computing,  certifying and directing the Trustee with
                           respect to the amount and form of benefits to which a
                           Participant may be entitled hereunder.

                  (3)      Authorizing and directing the Trustee with respect to
                           disbursements from the Trust Fund.

                  (4)      Maintaining all necessary records for  administration
                           of the Plan.

                  (5)      Interpreting the provisions of the Plan and preparing
                           and  publishing  rules and  regulations  for the Plan
                           which  are  not  inconsistent   with  its  terms  and
                           provisions.

                                       61
<PAGE>

                  (6)      Complying with all  reporting,  disclosure and notice
                           requirements of the Code and ERISA.

         (b)      In order to fulfill its  responsibilities,  the  Administrator
                  shall have all powers.  necessary or appropriate to accomplish
                  his duties  under the Plan,  including  the power to determine
                  all questions  arising in connection with the  administration,
                  interpretation   and   application   of  the  Plan.  Any  such
                  determination   shall  be  conclusive  and  binding  upon  all
                  persons. However, all discretionary acts,  interpretations and
                  constructions  shall  be  done in a  nondiscriminatory  manner
                  based upon uniform principles  consistently applied. No action
                  shall be taken  which  would be  inconsistent  with the intent
                  that the Plan remain  qualified  under  section  401(a) of the
                  Code. The  Administrator is specifically  authorized to employ
                  or retain suitable  employees,  agents,  and counsel as may be
                  necessary  or   advisable  to  fulfill  its   responsibilities
                  hereunder,  and to pay their  reasonable  compensation,  which
                  shall be  reimbursed  from the  Trust  Fund if not paid by the
                  Employer  within thirty days after the  Administrator  advises
                  the Employer of the amount owed.

         (c)      The  Administrator  shall  serve as the  designated  agent for
                  legal process under the Plan.

         (d)      The Administrator  may employ and pay reasonable  compensation
                  to  Recordkeepers  or such other persons as it deems necessary
                  or advisable to assist the  Administrator  in  fulfilling  its
                  obligations under the Plan.

9.3      Administrative Committee:
         ------------------------
         By corporate resolution, the Employer may appoint a Committee of one or
         more persons to serve as the Administrator. The Employer shall make its
         appointments in writing, and each member of the Committee shall consent
         in writing to serve on the Committee.  The following  provisions  shall
         govern the Committee.

         (a)      Membership -
                  ----------
                  Any  Employee  or  member  of the  board of  directors  of the
                  Employer is  eligible  to serve as a member of the  Committee.
                  The Committee members shall hold office at the pleasure of the
                  Employer, and all vacancies shall be filled by the Employer.

        (b)       Officers -
                  --------
                  The  Committee  shall elect such  officers as it may determine
                  from  its  membership,   to  serve  at  the  pleasure  of  the
                  Committee.

        (c)       Meetings -
                  --------
                  The Committee  shall hold  meetings upon such notice,  at such
                  place or places, and at such times as it may from time to time
                  determine.  Notice shall not be required if waived in writing.
                  A majority  of the members of the  Committee  in office at the
                  time  shall   constitute  a  quorum  for  the  transaction  of
                  business.  All  resolutions  or  other  actions  taken  by the
                  Committee  at any  meeting  shall be by vote of a majority  of

                                       62
<PAGE>

                  those   present  at  such   meeting  and   entitled  to  vote.
                  Resolutions  may be adopted or other  action  taken  without a
                  meeting  upon  written  consent  signed by a  majority  of the
                  members of the Committee.

        (d)       Expenses and Compensation -
                  -------------------------
                  All usual and reasonable expenses of the Committee may be paid
                  in  whole or part by the  Employer,  and any  expenses  of the
                  Committee  not  paid  by the  Employer  shall  be  paid by the
                  Trustee  out of the  principal  or earnings of the Trust Fund.
                  Any  members  of the  Committee  who are  Employees  shall not
                  receive  compensation  with respect to their services with the
                  Committee.  The Committee and the individual  members  thereof
                  shall be indemnified  by the Employer,  and not from the Trust
                  Fund, against any and all liabilities arising by reason of any
                  act or  failure  to act  made in good  faith  pursuant  to the
                  provisions of the Plan, including expenses reasonably incurred
                  in the defense of any claim relating thereto.

        (e)       Records -
                  -------
                  Any act or determination with respect to the administration of
                  the  Plan  made  by  the   Committee   and  any  assistant  or
                  representative  appointed by it shall be duly  recorded by the
                  Committee or by the assistant or  representative  appointed by
                  it to keep such records. All records, together with such other
                  documents as may be necessary  for the  administration  of the
                  Plan,  shall be preserved  in the custody of the  Committee or
                  the assistant or representative appointed by it. The Committee
                  shall keep on file a copy of the Plan and Trust, including any
                  subsequent amendments,  and registration  statements as may be
                  required   by  the  laws  of  the   United   States  or  other
                  jurisdiction,  for  examination  by  Participants  in the Plan
                  during reasonable business hours.

        (f)       Administrative Directives of the Committee -
                  ------------------------------------------
                  Administrative  directives  of the  Committee  to the  Trustee
                  shall be  delivered  in writing  and signed by a member of the
                  Committee authorized by the Committee to sign on its behalf.

        (g        Discretionary Acts -
                  ------------------
                  Any  discretionary  actions of the  Committee  or the Employer
                  with respect to the  administration  of the Plan shall be made
                  in a manner  which  does not  discriminate  in favor of Highly
                  Compensated  Employees.  In the event the Committee  exercises
                  any  discretionary  authority under the Plan with respect to a
                  Participant   who  is  a  member   of  the   Committee,   such
                  discretionary   authority   shall  be  exercised   solely  and
                  exclusively by those members of the Committee  other than such
                  Participant,  or if such Participant is the sole member of the
                  Committee,  such  discretionary  authority  shall be exercised
                  solely  and  exclusively  by the  Board  of  Directors  of the
                  Employer.

                                       63
<PAGE>

        (h)       Resignation -
                  -----------
                  A member of the  Committee  may resign at any time by filing a
                  writing  notice  thereof with the Employer and the  Committee,
                  effective  on some later date  specified  in the notice.  If a
                  member of the Committee  ceases to be an Employee or member of
                  the board of directors of the Employer,  he shall be deemed to
                  have resigned from the Committee on such date.

9.4      Benefit Claims Procedure:
         ------------------------

         (a)      Any claim for benefits under the Plan shall be made in writing
                  to the Administrator.  If such claim for benefits is wholly or
                  partially denied, the Administrator  shall, within ninety (90)
                  days after  receipt of the claim,  notify the  Participant  or
                  Beneficiary of the denial of the claim.  Such notice of denial
                  shall:

                  (1)      be in writing;

                  (2)      be written in a manner calculated to be understood by
                           the Participant or Beneficiary, and

                  (3)      contain:

                           (A)      the specific reason or reasons for denial of
                                    the claim,

                           (B)      a specific  reference to the pertinent  Plan
                                    provisions upon which the denial is based,

                           (C)      a description of any additional  material or
                                    information  necessary to perfect the claim,
                                    along  with  an   explanation  of  why  such
                                    material or information is necessary, and

                           (D)      an explanation of the claim review procedure
                                    in  accordance  with the  provisions of this
                                    Article.

         (b)      Within sixty (60) days after the receipt by the Participant or
                  Beneficiary  of a written  notice of denial of the  claim,  or
                  such  later  time as shall be deemed  reasonable  taking  into
                  account the nature of the benefit subject to the claim and any
                  other attendant circumstances,  the Participant or Beneficiary
                  may file a  written  request  with the  Administrator  that it
                  conduct a full and fair  review of the denial of the claim for
                  benefits.

         (c)      The   Administrator   shall  deliver  to  the  Participant  or
                  Beneficiary a written  decision on the claim within sixty (60)
                  days  after the  receipt  of the  aforementioned  request  for
                  review,  except that if there are special  circumstances (such
                  as the need to hold a hearing,  if necessary) which require an
                  extension of time for  processing,  the  aforementioned  sixty
                  (60) day period shall be extended to one hundred  twenty (120)
                  days. Such decisions shall:

                                       64
<PAGE>

                  (1)      be written in a manner calculated to be understood by
                           the Participant or Beneficiary,

                  (2)      include  the  specific  reason  or  reasons  for  the
                           decision, and

                  (3)      contain a specific  reference to the  pertinent  Plan
                           provisions upon which the decision is based.

         (d)      The decision of the  Administrator  shall be final and binding
                  on all  parties,  unless  determined  by a court of  competent
                  jurisdiction to be arbitrary and capricious.

         (e)(1)   If after a Participant's  Account becomes  distributable under
                  Article  VII no claim for  benefit is made by the  Participant
                  within 6 months after notice by  certified  mail  addressed to
                  such  Participant  is sent to the last  known  address of such
                  Participant, then the Participant's Account shall be deemed to
                  have been  forfeited,  and the  forfeiture  shall be allocated
                  pursuant to section 6.4 of the Plan.

         (2)      If  a  Participant  whose   Participant's   Account  has  been
                  forfeited  pursuant to this  provision at any time  thereafter
                  makes a claim  for  the  benefit,  the  dollar  amount  of the
                  Participant's  Account  which was  forfeited,  unadjusted  for
                  earnings or losses subsequent to the date of forfeiture, shall
                  be  restored  during the Plan Year in which the claim is made.
                  The  restoration  shall be made as  follows:  first,  from any
                  Forfeitures  which would have otherwise been allocated for the
                  Plan Year; second, from any earnings of the Trust Fund for the
                  Plan Year; and finally, from Employer contributions  allocated
                  for the Plan Year.

9.5      Multiple Roles:
         --------------
         Nothing  herein  shall be  interpreted  to prevent the same person from
         serving in more than one fiduciary capacity for the Plan.







                                       65
<PAGE>


                                   ARTICLE 10
                              LOANS TO PARTICIPANTS

10.1     Loans to Participants:
         ---------------------
         The  Administrator  in its discretion may establish a participant  loan
         program  which  meets the  requirements  of  ss.2550.408b-1  of the DOL
         Regulations,  and the  Administrator  shall have the  responsibility of
         administering the loan program.

10.2     Terms and Conditions:
         --------------------
         The  Administrator  shall notify the  Participants of the general terms
         and  conditions  under which such loans are to be made.  In addition to
         such rules and regulations as the Administrator  shall adopt, all loans
         shall be subject to the following terms and conditions:

         (a)      The  Administrator  shall make loans  available  to all active
                  Participants on a reasonably equivalent basis. Loans shall not
                  be made available to Highly Compensated Employees in an amount
                  greater  than the amount made  available  to other  employees.
                  Loans shall not be made to  Participants  who have  terminated
                  employment, to beneficiaries of a deceased Participant,  or to
                  alternate payees under a qualified domestic relations order.

         (b)      Loan to  Participants  shall be made  from  the  Participant's
                  Account and shall not exceed the lesser of (1) one-half  (1/2)
                  of the Vested Percentage in his Participant's  Account, or (2)
                  $50,000.  In no  event  may the  loan  amount  exceed  550,000
                  reduced  by the  excess  (if any) of the  highest  outstanding
                  balance of loans during the one year period  ending on the day
                  before the loan is made, over the outstanding balance of loans
                  from the Plan on the date the loan is made.  For  purposes  of
                  the above limitation, all loans from all plans of the Employer
                  and Affiliated Employers are aggregated.

         (c)      Loans must be adequately secured. Although it is the intention
                  under this Plan that  loans to  Participants  be  repaid,  the
                  collateral  for each loan shall be the assignment of a portion
                  (not exceeding 50%) of the  Participant's  vested  interest in
                  the  Participant's  Account,  and such other  security  as the
                  Administrator may require.

         (d)      If the Participant is subject to Section 7.4 of the Plan, then
                  the Participant  must obtain the consent of his or her spouse,
                  if any, to use of the  Participant's  Account as security  for
                  the loan. Such Participant's Spouse's consent must be obtained
                  within the 90 day period immediately preceding the date of the
                  loan.  The consent must be in writing,  must  acknowledge  the
                  effect  of  the  loan,   and  must  be  witnessed  by  a  plan
                  representative or notary public. Such consent shall thereafter
                  be  binding  with  respect  to the  consenting  spouse  or any
                  subsequent  spouse  with  respect to that loan.  A new consent
                  shall be  required  if the  Participant's  Account is used for
                  renegotiation,  extension,  renewal,  or other revision of the
                  loan.

                                       66
<PAGE>

         (e)      The period of  repayment  for any loan  shall be by  agreement
                  between the Administrator and the Participant. but in no event
                  shall it exceed five (5) years. Notwithstanding the provisions
                  of the  foregoing  sentence,  any  loan  used to  acquire  any
                  dwelling unit which within a reasonable  time  (determined  at
                  the  time  the  loan is  made)  is to be  used as a  principal
                  residence  of the  Participant,  shall not be  required  to be
                  repaid  within  five (5) years,  but shall be repaid  within a
                  reasonable   period   of   time  to  be   determined   by  the
                  Administrator.

         (f)      The  loan  by its  terms  shall  require  substantially  level
                  amortization  with payments not less frequently than quarterly
                  over the term of the loan.

         (g)      Each loan shall bear interest at a reasonable rate to be fixed
                  by the  Administrator  and, in determining  the interest rate,
                  the Administrator shall take into consideration interest rates
                  being charged at the time of the loan. The Administrator shall
                  not discriminate  among Participants in the matter of interest
                  rates, but loans granted at different times may bear different
                  interest   rates  and  terms,   if,  in  the  opinion  of  the
                  Administrator, the differences are justified by changes in the
                  general economic condition.

         (h)      No  distribution  shall  be  made to any  Participant,  Former
                  Participant or to a Beneficiary  of such a person,  unless and
                  until all unpaid loans,  including  accrued interest  thereon,
                  have been liquidated.

         (i)      In  the  event  of  default,   foreclosure  on  the  note  and
                  attachment  of security  will not occur until a  distributable
                  event occurs under the Plan.

         (j)      If a valid  spousal  consent has been  obtained in  accordance
                  with (c), then,  notwithstanding  any other  provision of this
                  plan, the portion of the Participant's  vested account balance
                  used as a  security  interest  held by the Plan by reason of a
                  loan  outstanding  to the  Participant  shall  be  taken  into
                  account for purposes of determining  the amount of the account
                  balance payable at the time of death or distribution, but only
                  if the  reduction is used as  repayment  of the loan.  If less
                  than  100%  of  the   Participant's   vested  account  balance
                  (determined  without  regard  to the  preceding  sentence)  is
                  payable to the  surviving  spouse,  then the  account  balance
                  shall be adjusted by first reducing the vested account balance
                  by the amount of the  security  used as repayment of the loan,
                  and then  determining  the  benefit  payable to the  surviving
                  spouse.



                                       67
<PAGE>

                                   ARTICLE 11
                                EXCLUSIVE BENEFIT

11.1     Exclusive Benefit:
         -----------------
         Except as provided in this  Article,  the assets of this Plan shall not
         inure  to the  benefit  of the  Employer  and  shall  be  held  for the
         exclusive  purpose  of  providing  benefits  to  Participants,   Former
         Participants,  and their  Beneficiaries,  and defraying the  reasonable
         expenses of administering the Trust Fund.

11.2     Mistake of Fact:
         ---------------
         Any contribution  which is made by the Employer under a mistake of fact
         shall be returned to the Employer within one year of the contribution.

11.3     Requirement of Qualification:
         ----------------------------

         (a)      All  contributions  made by the  Employer  under this Plan are
                  conditioned  upon the initial  qualification of the Plan under
                  section 401 of the Code. In the event that the Commissioner of
                  Internal  Revenue  determines  that the Plan is not  initially
                  qualified  under the Code, any  contribution  made incident to
                  that initial qualification by the Employer must be returned to
                  the  Employer  within  one year  after  the  date the  initial
                  qualification  is denied,  but only if the application for the
                  qualification is made by the time prescribed by law for filing
                  the  Employer's  return for the taxable year in which the Plan
                  is  adopted,  or  such  later  date  as the  Secretary  of the
                  Treasury may prescribe.

         (b)      If  the   Employer's   plan   fails  to   attain   or   retain
                  qualification,  such plan will no longer  participate  in this
                  prototype plan and will be considered an individually designed
                  plan.

11.4     Requirement of Deductibility:
         ----------------------------
         All contributions  made by the Employer under this Plan are conditioned
         upon the deductibility of such  contributions  under section 404 of the
         Code, as amended. To the extent that a deduction of any contribution is
         disallowed,  such  contribution  (to the  extent  disallowed)  shall be
         returned   to  the   Employer   within  one  year  after  the  date  of
         disallowance.


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<PAGE>

                                   ARTICLE 12
                        AMENDMENT, TERMINATION AND MERGER

12.1     Amendment:
         ---------

         (a)      The Employer  reserves the right at any time, and from time to
                  time, to discontinue  making  contributions to the Trust Fund,
                  or to amend  any and all of the  provisions  of this  Plan and
                  Trust,  or to terminate or  partially  terminate  the Plan and
                  Trust.

         (b)      No part of the Trust Fund shall,  by reason of any suspension,
                  amendment,  termination or partial termination, be used for or
                  diverted to purposes  other than the exclusive  benefit of the
                  Participants,   Former  Participants  and  Beneficiaries.   No
                  suspension,  amendment, termination or partial termination may
                  retroactively  change  or  deprive  any  Participant,   Former
                  Participant or Beneficiary of rights already accrued under the
                  Plan or eliminate an optional form of benefit,  except insofar
                  as such  amendment is necessary to preserve the  qualification
                  and tax exemption of the Trust pursuant to sections 401(a) and
                  501(a) of the Code, or to the extent  permitted  under section
                  412(c)(8)  of the  Code,  or to  comply  with  any  applicable
                  provision  of law.  For  purposes  of this  paragraph,  a Plan
                  amendment  which has the effect of decreasing a  Participant's
                  account  balance or  eliminating  an optional  form of benefit
                  with respect to service before the amendment  shall be treated
                  as reducing an accrued benefit. If the vesting schedule of the
                  Plan  is  amended,  in  the  case  of  an  Employee  who  is a
                  Participant  as of the  later of the date  such  amendment  is
                  adopted  or  the  date  it  becomes   effective,   the  Vested
                  Percentage  (determined  as of such  date) of such  Employee's
                  Employer-derived  accrued  benefit  will not be less  than the
                  percentage  computed  under  the Plan  without  regard to such
                  amendment.  No amendment  shall affect the terms of payment or
                  the value of any life  insurance  policies  already  issued as
                  computed to the date of such amendment,  and no such amendment
                  shall  deprive  the  insurer  of any of  its  exemptions  with
                  respect to its policies  and  annuities.  No  amendment  shall
                  increase  the  duties of the  Trustee or  otherwise  adversely
                  affect  the  Trustee  unless  the  Trustee  agrees  thereto in
                  writing.

         (c)      If the Plan's  vesting  schedule  is  amended,  or the Plan is
                  amended in any way which  directly or  indirectly  affects the
                  computation  of  the  Participant's  Vested  Percentage,  each
                  Participant  with at least three (3) Years of Service with the
                  Employer  may  elect,  within a  reasonable  period  after the
                  adoption  of the  amendment,  to have  his  Vested  Percentage
                  computed  under the Plan without  regard to such  amendment or
                  change.  For  Participants  who do not have at least 1 hour of
                  service in any Plan Year  beginning  after  December 31, 1988,
                  the preceding  sentence  shall be applied by  substituting  "5
                  Years of Service" for "3 Years of Service" where such language
                  appears.  If a Participant  fails to make such election,  then
                  such  Participant  shall be  subject  to the  amended  vesting
                  provisions.  The period  during which the election may be made
                  shall  commence  with the date the  amendment  is adopted  and
                  shall end on the later of:

                                       69
<PAGE>

                  (1)      Sixty (60) days after the amendment is adopted;

                  (2)      Sixty   (60)  days   after  the   amendment   becomes
                           effective; or

                  (3)      Sixty  (60)  days  after  the  Participant  is issued
                           written notice of the amendment by the Employer.

12.2     Plan Termination:
         ----------------
         Upon complete  discontinuance of Employer  contributions or termination
         of the Plan, each  Participant's  Account shall become fully vested and
         nonforfeitable. Upon termination of the Plan with respect to a group of
         Employees  which  constitutes a partial  termination  of the Plan,  the
         Participant's  Account of each Employee  affected shall be fully vested
         and nonforfeitable.

12.3     Distribution Upon Plan Termination:
         ----------------------------------
         Upon termination,  partial termination,  or complete  discontinuance of
         contributions,   the  Administrator   shall  instruct  the  Trustee  to
         determine  the value of the Trust Fund and to adjust the  Participants'
         Accounts.  The  Administrator  shall  thereupon  instruct  the  Trustee
         whether currently to distribute the entire amount of each Participant's
         Account  required to be fully  vested as a result of such  termination,
         partial  termination,  or  discontinuance;  or  whether  to  distribute
         therefrom  as if the  Plan  had  continued;  or  whether  currently  to
         distribute the balance of certain of those accounts, and distribute the
         balance  of others as if the Plan had  continued;  or  whether  to make
         distributions  after the complete  discontinuance of contributions,  or
         termination,  or partial termination of the Plan, but prior to the time
         when  distributions  would have been made had the Plan  continued.  The
         Administrator shall, in all events,  exercise its discretion under this
         section 12.3 in a non-discriminatory manner. Any distribution hereunder
         shall be made in accordance  with the provisions of Article 7 as if the
         Participant  had  terminated  employment.  The Trust shall  continue in
         effect until the Trustee shall have completed the  distribution  of the
         assets of the Trust Fund,  and the  accounts  of the Trustee  have been
         settled.

12.4     Merger:
         ------
         In the  event  that the Plan is  merged or  consolidated  with,  or the
         assets or  liabilities  of the Trust Fund are  transferred to any other
         plan,  each  Participant  shall have a benefit  immediately  after such
         merger, consolidation or transfer which is equal to or greater than the
         benefit he would have been entitled to receive  immediately before such
         merger,  consolidation or transfer. The amount of such benefit shall be
         determined as if the Plan had been terminated.


                                       70
<PAGE>



<PAGE>


                                   ARTICLE 13
                                  MISCELLANEOUS

13.1     This Plan is Not an Employment Contract:
         ---------------------------------------
         Neither the adoption of the Plan by the Employer, nor any action of the
         Employer  or the  Trustee  under this  Plan,  nor the  issuance  of any
         insurance policy,  nor the payment of any benefits,  shall be construed
         to  confer  upon any  person  any  legal  right to be  continued  as an
         Employee of the Employer or any  affiliated  or related  employer.  All
         Employees  shall be subject  to  discharge  to the same  extent as they
         would have been had this Plan never been adopted.

13.2     Limitations on the Obligations of the Employer:
         ----------------------------------------------
         The  Employer  assumes  no  obligations  under the Plan,  except  those
         specifically  stated in this  Plan.  No person  shall have any right to
         participate  in profits  by reason of this  Plan,  except to the extent
         expressly  set  forth  herein.  The  Employer  shall  be under no legal
         obligation  to make any  contributions  to the  Trust  Fund,  except as
         expressly provided herein.

13.3     Qualified Military Service:
         --------------------------
         Notwithstanding   any   provision   of  this  Plan  to  the   contrary,
         contributions,  benefits,  and service credit with respect to qualified
         military  service will be provided in accordance with section 414(u) of
         the  Code.  Loan  repayments  will  be  suspended  under  this  Plan as
         permitted under Section 414(u)(4) of the Code.

13.4     Agreement Binding:
         -----------------
         The Plan  (including  any and all  amendments  hereto) shall be binding
         upon  the  Employer,   its  successors   and  assigns,   and  upon  the
         Participants  and  their  Beneficiaries  and  their  respective  heirs,
         executors,  administrators,  personal  representatives  and all persons
         claiming by, under, or through any of them.

13.5     Assignment, Alienation, or Encumbrance:
         --------------------------------------
         No interest,  right or claim in or to any part of the Trust Fund or any
         payment  therefrom  may be assigned,  alienated or  encumbered,  either
         voluntarily  or  involuntarily,  and any attempt to do so shall be null
         and void.  The  preceding  sentence  shall also apply to the  creation,
         assignment,  or  recognition  of a right to any  benefit  payable  with
         respect to a Participant pursuant to a domestic relations order, unless
         such order is determined to be a qualified  domestic relations order as
         defined in section 414(p) of the Code. A domestic relations order which
         is entered into before January 1, 1985, shall be treated as a qualified
         domestic  relations order if payment of benefits  pursuant to the order
         has  commenced  as of such  date,  and may be  treated  as a  qualified
         domestic relations order if payment of benefits has not commenced as of
         such date,  even though the order does not satisfy the  requirements of
         section 414(p). The Administrator  shall determine whether any domestic
         relations order received by the Plan is a qualified  domestic relations
         order  described  in  section  414(p) of the Code and shall  advise the
         Trustee in writing of its determination  within a reasonable time after
         the receipt of the order.

                                       71
<PAGE>

13.6     Construction:
         ------------
         Whenever in the language of the Plan the  masculine  gender is used, it
         shall  be  deemed  equally  to  refer to the  feminine  gender.  Unless
         otherwise  indicated,  the words "hereof,"  "herein," and other similar
         compounds  of the word "here"  shall mean and refer to the entire Plan,
         and not to any particular provision or section.

13.7     Headings:
         --------
         The  headings  of  Articles  and  sections  are  included   solely  for
         convenience  of  reference,  and if there be any conflict  between such
         headings and the text of the Plan, the text shall control.

13.8     Governing Law:
         -------------
         Except as superseded by federal law, this Plan shall be governed by the
         laws of the State of Texas as to all matters of construction, validity,
         effect and performance.

                                       72
<PAGE>

                                   ARTICLE 14
                             PARTICIPATING EMPLOYERS

14.1     Adoption by Other Employers:
         ---------------------------
         Notwithstanding  anything  herein to the contrary,  with the consent of
         the Employer and Trustee,  any other corporation or entity,  whether an
         affiliate  or  subsidiary  or not,  may adopt  this Plan and all of the
         provisions   hereof,   and  participate   herein  and  be  known  as  a
         Participating  Employer, by signing an agreement to participate,  which
         shall be attached to this Plan.

14.2     Requirements of Participating Employers:
         ---------------------------------------

         (a)      Each such Participating  Employer shall be required to use the
                  same Trustee as provided in this Plan.

         (b)      The Trustee may, but shall not be required to, commingle, hold
                  and  invest  as one  Trust  Fund  all  contributions  made  by
                  Participating Employers, as well as all increments thereof.

         (c)      The  transfer  of  any  Participant  from  or to  an  Employer
                  participating  in this Plan,  whether he be an Employee of the
                  Employer  or a  Participating  Employer  shall not affect such
                  Participant's  rights under the Plan, and all amounts credited
                  to such  Participant's  Account  as  well  as his  accumulated
                  service  time  with the  transferor  or  predecessor,  and his
                  length of  participation  in the Plan,  shall  continue to his
                  credit.

         (d)      All rights and values  forfeited by  termination of employment
                  shall  inure only to the  benefit of the  Participants  of the
                  Participating Employer by which the forfeiting Participant was
                  employed,  except if the  Forfeiture is for an Employee  whose
                  Employer is a member of an  affiliated  or  controlled  group,
                  then said Forfeiture shall be allocated to all Employer Profit
                  Sharing Contribution  Accounts of Participating  Employers who
                  are members of the affiliated or controlled  group.  Should an
                  Employee  of  one  ("First")  Employer  be  transferred  to an
                  associated  ("Second") Employer (the Employer, an affiliate or
                  subsidiary),  such transfer shall not cause his  Participant's
                  Account  balance  (generated  while  an  Employee  of  "First"
                  Employer)  in any  manner,  or by any amount to be  forfeited.
                  Such Employee's Participant's Account balance for all purposes
                  of the Plan, including length of service,  shall be considered
                  as though he had always been employed by the "Second" Employer
                  and as such had received contributions,  Forfeitures, earnings
                  or losses, and appreciation or depreciation in value of assets
                  totaling amount so transferred.

         (e)      Any expenses of the Trust which are to be paid by the Employer
                  or by the  Trust  Fund  shall  be paid  by each  Participating
                  Employer in the same proportion that the total amount standing
                  to be credit of all  Participants  employed  by such  Employer
                  bears to the total standing to the credit of all Participants.

                                       73
<PAGE>

14.3     Designation of Agent:
         --------------------
         Each Participating  Employer shall be deemed to be a part of this Plan;
         provided,  however,  that with respect to all of its relations with the
         Trustee  and   Administrator   for  the  purpose  of  this  Plan,  each
         Participating  Employer shall be deemed to have designated  irrevocably
         the  Employer  as its  agent.  Unless the  context of the Plan  clearly
         indicates the contrary,  the word "Employer" shall be deemed to include
         each Participating Employer as related to its adoption of the Plan.

14.4     Employee Transfers:
         ------------------
         It  is  anticipated  that  an  Employee  may  be  transferred   between
         Participating  Employers,  and in the event of any such  transfer,  the
         Employee  involved  shall  carry with him his  accumulated  service and
         eligibility.  No such transfer shall effect a termination of employment
         hereunder,  and the  Participating  Employer  to which the  Employee is
         transferred shall thereupon become obligated  hereunder with respect to
         such Employee in the same manner as was the Participating Employer from
         whom the Employee was transferred.

14.5     Participating Employers Contribution:
         ------------------------------------
         Any contribution or Forfeiture  subject to allocation  during each Plan
         Year shall be allocated  among all  Participants  of all  Participating
         Employers in accordance  with the provisions of this Plan. On the basis
         of the information  furnished by the  Administrator,  the Trustee shall
         keep  separate  books  and  records  concerning  the  affairs  of  each
         Participating  Employer hereunder and as to the accounts and credits of
         the Employees of each Participating Employer. The Trustee may, but need
         not,   register   Contracts  so  as  to  evidence   that  a  particular
         Participating Employer is the interested Employer hereunder, but in the
         event of an  Employee  transfer  from  one  Participating  Employer  to
         another,  the employing  Employer shall immediately  notify the Trustee
         thereof.

14.6     Amendment:
         ---------
         Amendment  of this Plan by the Employer at any time when there shall be
         a Participating  Employer hereunder shall only be by the written action
         of each and every  Participating  Employer  and with the consent of the
         Trustee where such consent is necessary in accordance with the terms of
         this Plan.

14.7     Discontinuance of Participation:
         -------------------------------
         Any Participating  Employer shall be permitted to discontinue or revoke
         its  participation in the Plan. At the time of any such  discontinuance
         or  revocation,  satisfactory  evidence  thereof and of any  applicable
         conditions imposed shall be delivered to the Trustee. The Trustee shall
         thereafter transfer,  deliver and assign Contracts and other Trust Fund
         assets allocable to the Participants of such Participating  Employer to
         such new Trustee as shall have been  designated  by such  Participating
         Employer,  in the event that it has  established  a separate  qualified
         plan for its  Employees.  If no  successor is  designated,  the Trustee
         shall  retain  such  assets  for the  Employees  of said  Participating
         Employer  pursuant to the  provisions  of Article X hereof.  In no such
         event shall any part of the corpus or income of the Trust as it relates
         to such  Participating  Employer be used for or diverted  for  purposes
         other  than  for  the  exclusive  benefit  of  the  Employees  of  such
         Participating Employer.

                                       74
<PAGE>

14.8     Administrator's Authority:
         -------------------------
         The  Administrator  shall have  authority to make any and all necessary
         rules or regulations,  binding upon all Participating Employers and all
         Participants, to effectuate the purpose of this Article.

         THIS DOCUMENT EXECUTED as of the 1st day of January, 1999.


                                          WHOLE FOODS MARKET, INC.
ATTEST:


/s/ Paige K. Ellis                        By:  /s/ Jody Saari Hatch
--------------------------                   -----------------------------------

                                             Name:  Jody Saari Hatch
                                                  ------------------------------

                                             Title: Vice President of Human
                                                    Resources
                                                   -----------------------------





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