<PAGE>
 
                                                                    EXHIBIT 10.9


                           COMPREHENSIVE AMENDMENT TO
                           --------------------------

                     CERTIFIED GROCERS OF CALIFORNIA, LTD.
                     -------------------------------------

                             EMPLOYEE SAVINGS PLAN
                             ---------------------



FARMER & RIDLEY
444 South Flower Street
Suite 2300
Los Angeles, California 90071

(213) 626-0291
<PAGE>
 
                           COMPREHENSIVE AMENDMENT TO
                           --------------------------

                     CERTIFIED GROCERS OF CALIFORNIA, LTD.
                     -------------------------------------

                             EMPLOYEE SAVINGS PLAN
                             ---------------------

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>

ARTICLE                                                               PAGE
-------                                                               ----
<S>                                                                  <C>

I      NAME AND PURPOSE..............................................  1
       Section 1.1:  Name............................................  1
       Section 1.2:  Purpose.........................................  1

II     DEFINITIONS...................................................  1
       Section 2.1:  Definitions.....................................  1
       (a)      "Account"............................................  1
       (b)      "Anniversary Date"...................................  2
       (c)      "Board" or "Board of Directors"......................  2
       (d)      "Break in Service"...................................  2
       (e)      "Code"...............................................  2
       (f)      "Committee"..........................................  2
       (g)      "Company"............................................  2
       (h)      "Compensation".......................................  2
       (i)      "Date of Employment".................................  3
       (j)      "Disability".........................................  3
       (k)      "Employee"...........................................  3
       (l)      "Entry Date".........................................  3
       (m)      "ERISA"..............................................  4
       (n)      "Family Member"......................................  4
       (o)      "Fund", "Trust", or "Trust Fund".....................  4
       (p)      "Hour of Service"....................................  4
       (q)      "Net Profits"........................................  4
       (r)      "Normal Retirement Date".............................  5
       (s)      "Participant"........................................  5
       (t)      "Plan"...............................................  5
       (u)      "Plan Year"..........................................  5
       (v)      "Total Sales"........................................  5
       (w)      "Trustee" or "Trustees"..............................  5
       (x)      "Valuation Date".....................................  5
       (y)      "Year of Service"....................................  5

III  BENEFITS COMMITTEE..............................................  5
     Section 3.1:   Concerning the Committee.........................  5
     Section 3.2:   Indemnification..................................  7
     Section 3.3:   Use of Company's Facilities by Committee.........  7

IV   EMPLOYEES ENTITLED TO PARTICIPATE...............................  7
     Section 4.1:   Eligibility......................................  7
</TABLE>

                                       i
<PAGE>
 
                           COMPREHENSIVE AMENDMENT TO
                           --------------------------

                     CERTIFIED GROCERS OF CALIFORNIA, LTD.
                     -------------------------------------

                             EMPLOYEE SAVINGS PLAN
                             ---------------------

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

<TABLE>
<CAPTION>

ARTICLE                                                              PAGE
-------                                                              ----
<S>                                                                 <C>
     Section 4.2:   Application to Participate......................   8
     Section 4.3:   Participation on Reemployment...................   9

V    CONTRIBUTIONS BY THE COMPANY...................................   9
     Section 5.1:   Company's Contributions.........................   9
     Section 5.2:   Company Contributions Account...................  10
     Section 5.3:   Non-Forfeitable Company Contributions Account...  10
     Section 5.4:   Time and Manner of Making Company's
                     Contributions..................................  11
     Section 5.5:   No Guarantee by the Company.....................  11

VI   CONTRIBUTIONS BY PARTICIPANTS..................................  11
     Section 6.1:   Employee Contributions..........................  11
     Section 6.2:   Participant Contributions Account...............  11
     Section 6.3:   Non-Forfeitable Participant Contributions
                     Account........................................  12
     Section 6.4:   Distribution to Participants of
                     Voluntary Contributions........................  12
     Section 6.6:   Correction of Excess Employee Contributions.....  15

VII  ALLOCATION OF COMPANY'S CONTRIBUTIONS..........................  16
     Section 7.1:   Method of Allocation............................  16
     Section 7.2:   Limitation on Allocation........................  17
     Section 7.3:   Limitations for Participants In a
                     Combination of Plans...........................  18
     Section 7.4:   Definitions.....................................  18

VIII INVESTMENT OPPORTUNITIES.......................................  20
     Section 8.1:   Investment Funds................................  20
     Section 8.2:   Election of Investment Options..................  20
     Section 8.3:   Change in Investment Options....................  20
     Section 8.4:   Expenses Charged to Participant's Account.......  20

IX   RETIREMENT.....................................................  21
     Section 9.1:   Normal Retirement...............................  21
     Section 9.2:   Later Retirement................................  21
     Section 9.3:   Retirement Benefits.............................  21
</TABLE>

                                      ii
<PAGE>
 
                           COMPREHENSIVE AMENDMENT TO
                           --------------------------

                     CERTIFIED GROCERS OF CALIFORNIA, LTD.
                     -------------------------------------

                             EMPLOYEE SAVINGS PLAN
                             ---------------------

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

<TABLE>
<CAPTION>

ARTICLE                                                              PAGE
-------                                                              ----
<S>                                                                 <C>
     Section 9.4:   Optional for Payment in Installments of Less
                     Than One Hundred Twenty (120) Months............ 21
     Section 9.5:   Option for Annuity............................... 22
     Section 9.6:   Death After Retirement........................... 22
     Section 9.7:   Commencement of Benefit Payment.................. 22

X    DEATH OF A PARTICIPANT.......................................... 23
     Section 10.1:  Death of a Participant Before Retirement or
                     Termination of Service.......................... 23
     Section 10.2:  Beneficiary...................................... 23
     Section 10.3:  Limit on Form of Death Benefit Payment........... 23

XI   DISABILITY OF A PARTICIPANT..................................... 24
     Section 11.1:  Disability....................................... 24
     Section 11.2:  Death After Termination for Disability........... 25

XII  OTHER TERMINATIONS OF SERVICE................................... 25
     Section 12.1:  Determination of Benefits........................ 25
     Section 12.2:  Manner of Distribution of Benefits............... 25
     Section 12.3:  Death Prior to Completion of Payment............. 26

XIII VALUATION OF THE FUND........................................... 26
     Section 13.1:  Valuation of Fund................................ 26
     Section 13.2:  Maintenance of Records by Committee.............. 27
     Section 13.3:  Segregation and Disbursement..................... 27

XIV  HARDSHIP OF A PARTICIPANT....................................... 28
     Section 14.1:  Hardship Distribution............................ 28
     Section 14.2:  Determination by Committee....................... 28

XV   AMENDMENT OR DISCONTINUANCE OF PLAN............................. 28
     Section 15.1:  Right to Amend................................... 28
     Section 15.2:  Termination of Plan.............................. 29
     Section 15.3:  Distribution on Termination or Discontinuance.... 29
</TABLE>
                                     iii
 
<PAGE>
 
                           COMPREHENSIVE AMENDMENT TO
                           --------------------------

                     CERTIFIED GROCERS OF CALIFORNIA, LTD.
                     -------------------------------------

                             EMPLOYEE SAVINGS PLAN
                             ---------------------

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

<TABLE>
<CAPTION>

ARTICLE                                                              PAGE
-------                                                              ----
<S>                                                                 <C>
XVI  TOP HEAVY PROVISIONS............................................ 29
     Section 16.1:  Top Heavy Definitions............................ 29
     Section 16.2:  Special Top Heavy Rules.......................... 30
     Section 16.3:  Top Heavy Benefits and Restrictions.............. 31

XVII RESTRICTION ON ASSIGNMENT....................................... 32
     Section 17.1:  Effect of Assignment in General.................. 32
     Section 17.2:  Loans to Participants............................ 32

XVIII MISCELLANEOUS PROVISIONS....................................... 34
     Section 18.1:  Joint and Survivor Annuity....................... 34
     (a)  Form of Benefit Payments................................... 34
     (b)  Definitions................................................ 34
          (i)   "Applicable Election Period"......................... 34
          (ii)  "Qualified Election"................................. 35
          (iii) "Spouse"............................................. 35
     (c)  Notice Requirements........................................ 35
     (d)  Transitional Rules Applicable to Joint and Survivor
           Annuities................................................. 36
     Section 18.2:  Limitation on Participant"s Rights............... 37
     Section 18.3:  Receipt.......................................... 37
     Section 18.4:  Unenforceable Provisions......................... 37
     Section 18.5:  Governing Law.................................... 37
     Section 18.6:  Agreement Binding on Successors.................. 37
     Section 18.7:  Masculine Gender Includes Feminine and
                     Neuter, and Singular Number the Plural.......... 38
     Section 18.8:  Headings, etc. No Part of Agreement.............. 38
     Section 18.9:  Merger of Plans.................................. 38
     Section 18.10: Claims Procedures................................ 38
     Section 18.11: Funding Policy and Method........................ 38
     Section 18.12: Commencement of Benefits......................... 38
     Section 18.13: Forfeiture Upon Failure to Locate................ 39
     Section 18.14: Direct Transfer of Benefits...................... 39

SIGNATURES........................................................... 40
</TABLE>
                                      iv
<PAGE>
 
                           COMPREHENSIVE AMENDMENT TO
                           --------------------------

                     CERTIFIED GROCERS OF CALIFORNIA, LTD.
                     -------------------------------------

                             EMPLOYEE SAVINGS PLAN
                             ---------------------


          THIS AGREEMENT executed by CERTIFIED GROCERS OF CALIFORNIA, LTD., a
California corporation, hereinafter called the "Company", evidences the terms of
a Comprehensive Amendment to the Certified Grocers of California, Ltd. Employee
Savings Plan originally executed by the Company on November 30, 1944, and
subsequently amended from time to time.  The terms of the Plan provide for a
profit sharing plan for the benefit of certain employees of the Company, and are
effective for the Plan year beginning September 3, 1989.

            The terms of the Plan are as follows:

                                   ARTICLE  I
                                   ----------

                                NAME AND PURPOSE
                                ----------------

  Section 1.1:     Name.  The Plan created in accordance with the terms hereof
  -----------      ----                                                       
shall be known as "CERTIFIED GROCERS OF CALIFORNIA, LTD. EMPLOYEE SAVINGS PLAN".

  Section 1.2:     Purpose.  This Plan is created and maintained for the purpose
  -----------      -------                                                      
of enabling employees of the Company to secure retirement and other benefits by
sharing in the profits of the Company's business.  The Plan is hereby designated
as constituting a plan intended to qualify under Section 401(a) of the Internal
Revenue Code.  In no event shall any part of the principal or income of the
Trust be paid to or revest in the Company, or be used for any purpose whatsoever
other than for the exclusive benefit of the employees of the Company, their
beneficiaries and their families.

                                  ARTICLE  II
                                  -----------

                                  DEFINITIONS
                                  -----------

  Section 2.1:     Definitions.  When used herein the following terms shall have
  -----------      -----------                                                  
the following meanings:

          (a) "Account" shall mean either the Company Contributions Account
of a Participant or the Participant Contributions Account, and shall reflect
amounts contributed either by the Company or the Participant, including
earnings, losses and forfeitures in accordance with the terms hereof.

                                       1
<PAGE>
 
          (b) "Anniversary Date" shall mean the last day of the Plan Year.

          (c) "Board" or "Board of Directors" shall mean the Board of
Directors of Certified Grocers of California, Ltd.

          (d) "Break in Service" shall mean a Plan Year during which a
Participant fails to complete more than 500 hours of service.

              For purposes of determining whether a Break in Service Year has
occurred for participation and vesting purposes, 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, eight
hours of service per day of such absence.  For purposes of this paragraph, an
absence from work for maternity or paternity reasons means an absence by reason
of a birth of a child of the individual, by reason of the placement of a child
with the individual in connection with the adoption of such child by such
individual, or for purposes of caring for such child for a period beginning
immediately following such birth or placement.  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.

          (e) "Code" shall mean the Internal Revenue Code of 1986, as
amended, or as it may be amended from time to time.

          (f) "Committee" shall mean the Benefits Committee described in
Article III hereof.

          (g) "Company" shall mean Certified Grocers of California, Ltd. and any
successors thereto, and any other entity that adopts the Plan.

          (h)   "Compensation" shall mean:

                (i) For the purpose of determining the amount of the Company's
     contribution hereto, Compensation shall be calculated on a weekly basis as
     the lesser of:

                   a.  (1.10) (straight time hourly rate actually paid for the
                   -                                                          
          week) (40) plus any vacation pay included in the week's gross pay; or

                   b.  A Participant's actual gross pay for the week.
                   -                                                 

                                       2
<PAGE>
 
             (ii) For purposes of determining the allowable Employee
     contributions hereto, Compensation shall be limited to the actual gross pay
     of the Employee.

            (iii) Effective for the Plan Year commencing in 1989, the
     Compensation of each Participant for each Plan Year shall not exceed
     $200,000, as adjusted by the Secretary of the Treasury at the same time and
     in the same manner as under Section 415(d) of the Code, and effective for
     the Plan Year commencing in 1994, the Compensation of each Participant
     shall not exceed $150,000, as adjusted, as provided in Section 401(a)(17)
     of the Code.  In determining the Compensation of an Employee for purposes
     of the foregoing limitation, as adjusted, 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 Employee and any lineal descendants of
     the Employee who have not attained age 19 before the close of the Plan
     Year.  If the foregoing Compensation limitation, as adjusted, applies to
     the combined Compensation of the Employee or one or more Family Members,
     the contribution and allocation provisions of the Plan will be applied by
     prorating the foregoing limitation, as adjusted, among the Employee and his
     Family Members in proportion that each such individual's Compensation
     determined prior to the application of this limitation bears to the total
     Compensation of all such individuals determined prior to the application of
     this limitation.

          (i) "Date of Employment" shall mean the first day on which an
Employee completes an Hour of Service for the Company.

          (j) "Disability" shall mean a Participant's inability to perform his
normal occupation or any other occupation which would give the Participant a
wage similar to that of his normal occupation and which, based upon competent
medical evidence, is expected to be of permanent or indefinite duration, or
result in death.

          (k) "Employee" shall mean any person employed by the Company on an
hourly basis.

          (l)   "Entry Date" shall mean:

                (i) For Employees hired prior to March 1, 1991, the first day of
     each Plan Year; and

                (ii) For Employees hired on or after March 1, 1991, the first
     day of the month coinciding with or next following satisfaction of the
     eligibility requirement under Section 4.1.

             (m) "ERISA" shall mean the Employee Retirement Income Security Act
of 1974.

                                       3
<PAGE>
 
          (n) "Family Member" shall mean the spouse, lineal ascendants and
descendants of the Employee or former employee and the spouses of such lineal
ascendants and descendants.

          (o) "Fund", "Trust", or "Trust Fund" shall mean the sum of the
contributions (adjusted for income and losses, payments and reasonable expenses)
made by the Company and the Participants hereunder and held in accordance with
the terms of the Trust created by the Declaration of Trust executed between the
Company and the Trustee for the purpose of carrying out the terms hereof, and
any amendments thereto.  Said Declaration of Trust is hereby incorporated herein
by reference as if fully set forth herein.

          (p) "Hour of Service" shall mean:

              (i) Each hour for which an Employee is directly or indirectly paid
     or entitled to payment by the Company in connection with his employment by
     the Company.  In addition, Hour of Service shall include any hour for which
     back pay, irrespective of mitigation of damages is either awarded or agreed
     to by the Company.  The same Hour of Service shall in no event be credited
     twice under this section.

             (ii) Each hour for which an Employee is directly or indirectly paid
     or entitled to payment by the Company for reasons other than the
     performance of duties during a period of service with the Company such as
     vacation, holiday, sickness, disability, layoff, jury duty, military duty
     or compensated leave of absence and similar paid periods.

            (iii) As used in subsections (i) and (ii), Company shall include
     all members of an affiliated service group, a controlled group of
     corporations (under Section 414(b) of the Code), or a group of trades or
     businesses under common control (under Section 414(c) of the Code), of
     which the Company is a part.

             (iv) The provisions of the Department of Labor Regulations
     appearing at 29 C.F.R. 2530.200b-2(b) and (c) are incorporated herein by
     reference as if fully set forth herein.

          (q) "Net Profits" shall mean the current net earnings of the Company
before deduction of its Patronage Dividends and Incentive Compensation Plan
determination fort the Year for which the contribution is being determined as
certified by the Company Treasurer for its report to members.

          (r) "Normal Retirement Date" shall mean the first day of the sixty-
fifth (65th) anniversary of the Participant's date of birth.

                                       4
<PAGE>
 
          (s) "Participant" shall mean an Employee who has become an active
Participant, but shall also include any former Participant until such time as
such former Participant's total interest herein has been distributed to him.

          (t) "Plan" shall mean the Certified Grocers of California, Ltd.
Employee Savings Plan as set forth herein, or any amendments hereto.

          (u) "Plan Year" shall mean the period beginning on the Sunday
following the Saturday nearest August 31st and ending on the Saturday nearest
August 31st of the following year.  The Plan Year shall be the limitation year
for purposes of Section 415 of the Code.

          (v) "Total Sales" shall mean the Company's Total Sales for the Year
for which the contribution is being determined as certified by the Company
Treasurer for its report to members.

          (w) "Trustee" or "Trustees" shall mean the Trustee or Trustees
designated in the Trust Agreement.

          (x) "Valuation Date" shall mean the date the Trustee shall value
the Trust Fund in accordance with Section 13.1.

          (y) "Year of Service" shall mean any Plan Year during which an
Employee is employed by the Company and during which the Employee has one Hour
of Service.  In order for a year to constitute a year of service, the Employee
need not be employed by the Company on the last day of the Plan Year.

                                  ARTICLE  III
                                  ------------

                               BENEFITS COMMITTEE
                               ------------------

  Section 3.1:     Concerning the Committee.  There shall be created a Benefits
  -----------      ------------------------                                    
Committee, hereinafter referred to as "Committee," consisting of three (3) or
more members, who shall be from time to time selected by the Board, and shall
serve at its discretion.  The Committee shall be named fiduciary of this Plan
and of the Trust and the Administrator hereof.  Any conflict between the terms
hereof particularly with reference to the provisions hereof which delineate the
responsibilities of the various parties, and the provisions of the Trust shall
be resolved by reference to the Trust.  It is the intention of the parties that
the provisions of the Trust Agreement shall control to resolve any such
conflict.  The Company shall certify to the Trustee the names of the members of
the Committee, and, as changes take place in the membership of the Committee,
shall certify to the Trustee the fact and the nature of such changes.  A
secretary appointed by the Committee may designate one of its members or any
other person to

                                       5
<PAGE>
 
transmit its decisions, instructions, consents, or directions, all of which
shall be in writing, to the Trustee or to other interested parties or to perform
ministerial acts. The Committee may make rules and regulations for the
administration of the Plan not inconsistent with this Agreement. The Trustee may
rely on the latest certification of the membership of the Committee and of the
member or person designated by the Committee for the purpose of transmitting
such decisions, instructions, consents or directions. A majority of the members
of the Committee shall constitute a quorum, and any action by the majority
present at a meeting at which a quorum is present, or by a majority or more
members in writing without a meeting, shall constitute the action of the
Committee. Any action taken in good faith by the Committee in the exercise of
authority conferred upon it by this Agreement shall be conclusive and binding
upon Participants and their beneficiaries. All discretions conferred upon the
Committee shall be absolute, but no discretionary power conferred upon the
Committee or the Trustee, or retained by the Company shall be exercised in such
manner as to cause or create discrimination in favor of Employees or persons
whose principal duties consist in supervising the work of other Employees, or
highly compensated Employees.

          The Committee may employ, and obligate the Plan to pay for, such
counsel and agents and such clerical and other services as it may require in
carrying out the provisions of the Plan.  The Committee shall have the duty and
authority to interpret and construe the provisions of the Plan, to decide any
disputes which may arise with regard to the rights of Employees, Participants
and their legal representatives or beneficiaries under the terms of the Plan,
and, in general, to direct the administration of the Trust Agreement and to
direct the Trustee with regard to Trust assets. Any or all of the powers of the
Committee may be delegated to one or more investment managers as set forth in
the Trust Agreement and subject to the specific provisions thereof regarding
such delegation and the allocation of responsibilities among various parties to
or interested in the Trust and this Plan.  The Committee shall maintain full and
complete written records of its deliberations and decisions.  The minutes of its
proceedings shall be proof of the facts and the operations of the Plan.  Their
records shall contain all relevant data pertaining to individual Participants
and their rights under the Plan and in the Trust Fund. The Committee has the
duty to carry into effect all such rights and benefits provided hereunder.

          Without limiting the powers of the Committee contained herein, the
Committee shall have the discretionary authority to determine eligibility for
benefits and to construe the terms of the Plan.

  Section 3.2:     Indemnification.  Each present and future member of the
  -----------      ---------------                                        
Committee, whether or not then in office, shall be indemnified by the Company
against all costs and expenses, 

                                       6
<PAGE>
 
including attorneys' fees, reasonably incurred by or imposed upon him in
connection with or arising out of any claim, demand, action, suit, or proceeding
in which he may be involved or to which he may be made a party by reason of his
being or having been a member of the Committee (said expenses to include the
cost of reasonable settlements made with a view to curtailment of costs,
expenses, or results of litigation). The foregoing right of indemnification
shall not be exclusive of other rights to which such member may be entitled as a
matter of law. Such indemnification shall not be made with respect to any
liabilities, claims, demands, costs or expenses as may result from the gross
negligence or willful misconduct of a Committee member. In lieu of the
foregoing, the Company may satisfy its obligations under this paragraph through
the purchase of a policy of insurance providing equivalent protection.

          Notwithstanding any of the foregoing, in the event the Company is
advised by counsel that any proposed indemnification may only be made subject to
the provisions of Section 317 of the California Corporations Code, such payment
shall be made only to the extent permitted by said Code section and in
compliance with all of the applicable provisions thereof.

  Section 3.3:     Use of Company's Facilities by Committee.  The Committee
  -----------      ----------------------------------------                
shall have the right to use the Company's facilities in maintaining accounts and
records and discharging its duties and obligations hereunder, but the Committee
is authorized to incur reasonable expenses in and about the performance of its
duties hereunder, and it shall be reimbursed by the Company for all usual and
ordinary expenses so incurred.

                                  ARTICLE  IV
                                  -----------

                       EMPLOYEES ENTITLED TO PARTICIPATE
                       ---------------------------------

  Section 4.1:     Eligibility.  Prior to March 1, 1991, all eligible Employees
  -----------      -----------                                                 
of the Company were eligible to become Participants under the Plan on the Entry
Date coinciding with or next following the six month anniversary of the first
day on which they perform an Hour of Service on behalf of the Company. Employees
hired on or after March 1, 1991, shall be eligible to become Participants on the
Entry Date coinciding with or next following the one year anniversary of the
first day on which they perform an Hour of Service on behalf of the Company,
provided they are in the employ of the Company on such one year anniversary.

          Effective February 27, 1983 any Employee who is a Participant in, or
who is eligible to become a Participant in, the Certified Grocers of California,
Ltd. Employees' Sheltered Savings Plan ("SSP") shall be an ineligible Employee
hereunder with respect to Company contributions, and effective on or about July
1, 1992, all Accounts of any such Employee shall be transferred to SSP.

                                       7
<PAGE>
 
            Classes of Employees who shall not be eligible are:

            (i) Any employee who is a member of a collective bargaining unit and
     who is covered by  a collective bargaining agreement, which agreement does
     not provide for coverage of such employee under this Plan, provided, that
     the matter of retirement benefits was at any time the subject of good faith
     bargaining between the Company and the collective bargaining unit of which
     the employee is a member; and

             (ii) Any employee who is a nonresident alien and who receives no
     earned income within the meaning of Section 911(b) of the Code from the
     Company which constitutes income from  sources within the United States
     within the meaning of Section 861(a)(3) of the Code.

          In the event that a Participant becomes an ineligible employee, he
shall remain a Participant as to amounts already contributed and allocated for
his benefit subject to all of the terms of the Plan.

          Except as specified to the contrary in Sections 9.3, 10.1 and 11.1, in
order to participate in contributions by the Company for any Plan Year, a
Participant must be, on the last day of such fiscal Year, in the service of the
Company and must have received Compensation from the Company during such Plan
Year, as Compensation is defined in Section 2.1 (h).

          All questions of eligibility of Employees to become Participants
and/or to participate in the benefits of the Plan, shall be determined by the
Committee in its sole discretion, and its decision shall be binding upon all
Employees and other persons interested in or affected by the terms of the Plan
and the Trust. In the event that any Participant is dissatisfied with any
decision of the Committee, such Participant may make a claim or request a review
of such decision in accordance with the provisions of Section 18.10 hereof.

  Section 4.2:     Application to Participate.  Each eligible Employee may be
  -----------      --------------------------                                
required, at the Committee's sole discretion, to make written application for
participation on forms provided by the Committee.  Such forms shall in substance
provide that the applicant agrees to and consents to be bound by all the terms
of this Agreement, and provide for the naming by said Participant, in a form
satisfactory to Committee, of a beneficiary or beneficiaries to receive any
benefit to which his beneficiaries may be entitled 

                                       8
<PAGE>
 
under the terms of the Plan. The applicant, after becoming a Participant and
prior to the time that any payment shall become payable hereunder to any
beneficiary or beneficiaries already designated by such applicant, may change
any beneficiary or beneficiaries by notice in writing to the Committee subject
to the provisions of this paragraph. Each eligible Employee shall furnish such
information regarding his age, family status, and other relevant matters as the
Committee may require, and, if such Employee designates a beneficiary other than
his spouse to receive any benefit under this Plan, he shall likewise furnish the
Committee, if the Committee so requests, with the written consent of his spouse,
if any, to such designation. Failure of an eligible Employee to make application
as specified above shall not prevent such Employee from participating in the
Plan, the application as contemplated herein being a mere administrative step.

  Section 4.3:     Participation on Reemployment.  In the event an Employee who
  -----------      -----------------------------                               
was a Participant hereunder is reemployed prior to five consecutive Break in
Service Years, such Employee shall become a Participant hereunder on the date of
reemployment, provided the employee satisfies the eligibility provisions of
Section 4.1.  In the event an Employee who was a Participant hereunder is
reemployed after five consecutive Break in Service Years, then such Employee
shall be treated as a new Employee and become a Participant hereunder upon
satisfying the requirements of Section 4.1.

                                   ARTICLE  V
                                   ----------

                          CONTRIBUTIONS BY THE COMPANY
                          ----------------------------

  Section 5.1:     Company's Contributions.  The Company agrees that, out of its
  -----------      -----------------------                                      
current net earnings, it will contribute to the Trustee for each fiscal Year of
the Company, commencing with its fiscal Year ending September 3, 1977, as a
contribution to the Fund, an amount determined in accordance with the following
formula:

          (a) In the event net earnings are less than 1.50% of Total Sales,
the Company will make no contribution hereunder.

          (b) In the event net earnings equal or exceed 1.50% but are less than
1.55% of Total Sales, the Company will contribute in the amount equal to 1.00%
of the total Compensation of all Participants participating in the Plan.

          (c) In the event net earnings equal or exceed 1.55% but are less than
1.60% of Total Sales, the Company will contribute in the amount equal to 1.45%
of the total Compensation of all Participants participating in the Plan.

          (d) In the event net earnings equal or exceed 1.60% but are less than
1.65% of Total Sales, the Company will contribute 

                                       9
<PAGE>
 
in the amount equal to 1.90% of the total Compensation of all Participants
participating in the Plan.

          (e) In the event net earnings equal or exceed 1.65% but are less than
1.70% of Total Sales, the Company will contribute in the amount equal to 2.35%
of the total Compensation of all Participants participating in the Plan.

          (f) In the event net earnings equal or exceed 1.70% but are less than
1.75% of Total Sales, the Company will contribute in the amount equal to 2.80%
of the total Compensation of all Participants participating in the Plan.

          (g) In the event net earnings equal or exceed 1.75% but are less than
1.80% of Total Sales, the Company will contribute in the amount equal to 3.40%
of the total Compensation of all Participants participating in the Plan.

          (h) In the event net earnings equal or exceed 1.80% but are less than
1.85% of Total Sales, the Company will contribute in the amount equal to 4.20%
of the total Compensation of all Participants participating in the Plan.

          (i) In the event net earnings equal or exceed 1.85% of Total Sales,
the Company will contribute in the amount equal to 5.00% of the total
Compensation of all Participants participating in the Plan.

          The total amount of the Company contribution to this Plan is limited
to 2-1/2% of total net earnings of Certified Grocers of California, Ltd.
(excluding subsidiaries) prior to payment of patronage dividends and prior to
payment under the Company's Incentive Compensation Plan.  In addition, the Board
of Directors may determine and affect other adjustments which would have the
impact of either raising or lowering the total net earnings of the Company for
the purpose expressed herein.

  Section 5.2:     Company Contributions Account.  The Committee shall open and
  -----------      -----------------------------                               
maintain a separate Company Contributions Account for each Participant, which
Account shall reflect the Participant's proportionate share of Company
contributions under Section 5.1 hereof and earnings, charges and expenses of,
and increases and decreases in the value of the Fund with respect thereto.
Neither the Company nor the Trustees nor any member of the Committee in any
manner or to any extent whatsoever, warrants, guarantees, or represents that the
total value of any Participant's Account shall at any time equal or exceed  the
aggregate amount theretofore contributed thereto by the Company.

  Section 5.3:     Non-Forfeitable Company Contributions Account. A Participant
  -----------      ---------------------------------------------               
shall be vested in the value of his Company Matching Contributions Account as
determined under Section 12.1.

                                       10
<PAGE>
 
  Section 5.4:     Time and Manner of Making Company's Contributions.  The
  -----------      -------------------------------------------------      
Company may make payment to the Trustees of its share of the contribution for
any fiscal Year on any date or dates it elects.  The actual contributions made
hereunder shall be made no later than a reasonable time following the close of
the fiscal Year to which the contributions relate; provided, that in no event
shall any contributions be made after the time prescribed by law for filing the
federal income tax return of the Company (including extensions thereof) with
respect to such fiscal Year.  The calculation of the Company's contribution to
the Plan shall be determined by the Company, and the Trustees shall not be
required to determine the correctness of nor be responsible for the collection
of any contributions to the Plan.

  Section 5.5:     No Guarantee by the Company.  It should be understood that
  -----------      ---------------------------                               
there is not, and there cannot be, any guarantee by the Company, the Trustee, or
the Committee as to the continuation of the Trust.

                                  ARTICLE  VI
                                  -----------

                         CONTRIBUTIONS BY PARTICIPANTS
                         -----------------------------

  Section 6.1:     Employee Contributions.  Each Participant who so desires may,
  -----------      ----------------------                                       
but need not, contribute, in integral percentages, each Year to the Trust Fund
for his benefit up to a maximum of ten percent (10%) (or such other percentage
as may be determined from time to time by the Committee) of his Compensation
paid for or accrued to him, as Compensation is defined in Section 2.1(h)(i) Such
contributions may be made at the time the Participant receives his Compensation
from the Company, and upon direction of the Participant, shall be withheld by
the Company and deposited with the Trustees for the Participant Contributions
Account of such Participant.  A Participant may eliminate or change the amount
to be contributed by him in any Plan Year as may be determined from time to time
by the Committee.  Provided, however, that the ability of a Participant to
contribute on an annual basis, shall be restricted to the extent that any
contribution would violate the provisions of Section 7.2 hereof.

  Section 6.2:     Participant Contributions Account.  The Committee shall open
  -----------      ---------------------------------                           
and maintain a separate Participant Contributions Account for each Participant
who has made contributions, which Account shall reflect his share of the Fund
resulting from his own contributions to the Trust Fund and the earnings, charges
and expenses of, and increases and decreases in the value of the Fund with
respect thereto.  Neither the Company, the Trustees, nor any member of the
Committee in any manner or to any extent whatsoever, warrants, guarantees, or
represents that the total value of any Participant's Participant Contributions

                                       11
<PAGE>
 
Account shall at any time equal or exceed the aggregate amount theretofore
contributed thereto by the Participant.

  Section 6.3:     Non-Forfeitable Participant Contributions Account.  A
  -----------      -------------------------------------------------    
Participant shall be 100% vested in the value of his Participant Contributions
Account at all times.

  Section 6.4:     Distribution to Participants of Voluntary Contributions.  All
  -----------      -------------------------------------------------------      
voluntary contributions made hereunder, together with any earnings thereon,
shall be distributed at such times that a distribution becomes appropriate under
the relevant sections hereof.  All or any portion of a Participant's voluntary
contributions may be withdrawn at the request of the Participant who made such
contributions at intervals of no less than twenty-four (24) months or such other
interval as the Committee in its sole discretion may determine, except that such
withdrawal shall not include earnings on such contributions, but may reflect
losses thereon.  An administration fee may be imposed by the Committee from time
to time in such an amount as may be determined in the Committee's sole
discretion.  In the event the total amount of the Participant's Account
(including Company and employee contributions) is in excess of $3,500.00, no
withdrawal may be made by a Participant who is married unless the Participant's
spouse consents in writing.

Section 6.5:       Actual Contribution Percentage Limits.  The Actual
-----------        -------------------------------------             
Contribution Percentage under Section 6.1 shall be modified as provided in
Section 6.6(a) if the requirements of paragraph (a) are not satisfied.

          (a) The average of the Actual Contribution Percentage for all Eligible
Employees who are Highly Compensated Employees, when compared to the average of
the Actual Contribution Percentage for all Eligible Employees who are Non-Highly
Compensated Employees, must meet one of the following requirements for each Plan
Year:

            (i) the High Contribution Average is no greater than the Low
     Contribution Average times one hundred and twenty-five percent.

           (ii) the excess of the High Contribution Average over the Low
     Contribution Average is not greater than two percentage points and the High
     Contribution Average is no greater than Low Contribution Average times two.

          (b) For purposes of paragraph (a) the Contribution Percentage for any
Eligible Employee who is a Highly Compensated Employee for the Plan Year and who
is eligible to make Employee Contributions under Section 6.1, or to receive
Matching Contributions allocated to his account under two or more plans
described in Section 401(a) of the Code that are maintained by the Company or a
member of the Controlled Group shall be determined as if all such contributions
were made under a single plan.

          (c) In the event that this Plan satisfies the requirements of Section
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 Section 410(b) of the Code only if
aggregated with this Plan, then this Section shall be applied by determining the
Actual Contribution Percentage of Eligible Employees as if all such plans were a
single plan.

          (d) For purposes of determining the Actual Contribution Percentage of
an Eligible Employee who is a Highly Compensated Employee, the Employee
Contributions (including any Excess Elective Deferrals that are recharacterized
as Employee Contributions), Matching Contributions and Compensation of such
Eligible Employee shall include the Employee Contributions and Compensation of
Family Members, and such Family Members shall be disregarded in determining the
Actual Contribution Percentage for Eligible Employees who are Non-Highly
Compensated Employees.

          (e) For purposes of paragraph (a), an Eligible Employee is any
employee who is directly or indirectly eligible to make Employee Contributions
and includes: an Employee who would be a Plan Participant but for the failure to
make required contributions; an Employee whose right to make Employee
Contributions has been suspended because of an election (other than certain one-
time elections) not to participate; and an Employee who is unable to make an
Employee Contribution because his or her Compensation is less than a stated
dollar amount. In the case of an Eligible Employee who makes no Employee
Contributions, the contribution ratio that is to be included in determining the
Actual Contribution Percentage is zero.

          (f) Since the Highly Compensated Employee's Actual Contribution
Percentage includes the contributions and Compensation of Family Members, then
the Actual Contribution Percentage is reduced in accordance with the "leveling"
method described in section 1.401(m)-1(e)(2) of the regulations and the Excess
Aggregate Contributions for the family unit are allocated among the Family
Members in proportion to the contributions of each Family Member that have been
combined.

          (g) Whenever any of the following items is used with the first letter
or letters capitalized, it shall have the meaning specified below unless the
context clearly indicates to the contrary.

            (i) "Actual Contribution Percentage" means the ratio (expressed as a
     percentage) of the sum of Employee Contributions under the Plan on behalf
     of the Eligible Employee for the Plan Year to the Eligible Employee's
     Compensation.

           (ii) "Employee Contributions" means contributions made by a
     Participant under Section 6.1 during the Plan Year.

          (iii) "Family Member" means an individual described in Section 2.1(n).

           (iv) "High Contribution Average" means the average (expressed as a
     percentage) of the Actual Contribution Percentage of each Highly
     Compensated Employee.

            (v) "Highly Compensated Employee" means a highly compensated active
     Employee and a highly compensated former Employee.

               A highly compensated active Employee includes any Employee who
     performs service for the Company during the determination year and who,
     during the look-back year:  (i) received Compensation from the Company in
     excess of $75,000 (as adjusted pursuant to Section 415(d) of the Code; (ii)
     received Compensation from the Company in excess of $50,000 (as adjusted
     pursuant to Section 415(d) of the Code) and was a member of the top-paid
     group for such year; or (iii) was an officer of the Company or an
     affiliated Company and received Compensation during such year that is
     greater than 50 percent of the dollar limitation in effect under Section
     4154(b)(1)(A) of the Code.  The term highly compensated active Employee
     also includes:  (i) Employees who are both described in the preceding
     sentence if the term "determination year" is substituted for the term
     "look-back year" and the Employee is one of the 100 Employees who received
     the most Compensation from the Company or affiliated Company during the
     determination year; and (ii) Employees who are 5 percent owners at any time
     during the lookback year or determination year.

               If no officer has satisfied the Compensation requirement of (iii)
     above during either a determination year or look-back year, the highest
     paid officer for such year shall be treated as a highly compensated
     Employee.

               For this purpose, the determination year shall be the Plan Year.
     The look-back year shall be the 12-month period immediately preceding the
     determination year (or, in the case of a determination year that is shorter
     than 12 months, the calendar year ending with or within the 12-month period
     ending with the end of the applicable determination year), or, if elected,
     the calendar year immediately preceding the calendar year determination
     year.

               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 Company 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 birthday.

               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
     Company or affiliated Company 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, as applicable, equal to
     the sum of such compensation and contributions or benefits, as applicable,
     of the Family Member and 5 percent owner or top-ten highly compensated
     employee.

               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.

           (vi) "Low Contribution Average" means the average (expressed as a
     percentage) of the Actual Contribution Percentage of each Non-Highly
     Compensated Employee.

          (vii)    "Non-Highly Compensated Employee" means an Employee of the
     Company who is neither a Highly Compensated Employee nor a Family Member.

 Section 6.6:      Correction of Excess Employee Contributions.
 -----------       ------------------------------------------- 

          (a) If the requirements of Section 6.5(a) are not or will not be met
in a Plan Year, the Administrator shall treat as a forfeiture the Excess
Employee Contributions, together with income applicable thereto, if otherwise
forfeitable under the terms of the Plan; or if not forfeitable, the
Administrator shall distribute the Excess Employee Contributions, together with
income applicable thereto, before the end of the Plan Year following such Plan
Year. The amount of Excess Employee Contributions for a Highly Compensated
Employee under a plan subject to the requirements of Section 401(m) of the Code
will be determined in the following manner.  First, the Actual Contribution
Percentage of the Highly Compensated Employee with the highest Actual
Contribution Percentage is reduced to the extent necessary to satisfy the High
Contribution Average or cause such ratio to equal the Actual Contribution
Percentage of the Highly Compensated Employee with the next higher ratio.
Second, this process is repeated until the average of the High Contribution
Percentage satisfies the requirements of Section 6.5(a).

          (b) The income allocable to Excess Employee Contributions shall
include the income for the Plan Year for which the Excess Employee Contributions
were made (but not the income for the period between the end of the Plan Year
and the date of distribution (or forfeiture)), and shall be determined at the
discretion of the Administrator by either multiplying the income allocable to
the Participant's Employee Contributions for the Plan Year by a fraction, the
numerator of which is the Excess Employee Contributions on behalf of the
Participant for the preceding Plan Year and the denominator of which is the
amount of the Participant's Account attributable to Employee Contributions on
the last day of the preceding Plan Year, or by any other reasonable method,
provided that such method is used consistently for all Participants for that
Plan Year.

          (c) The Excess Employee Contributions to be distributed to a
Participant shall be adjusted for income, and if there is a loss allocable to
the Excess Employee Contributions, the amount to be distributed shall in no
event be less than the lesser of the Participant's Account under the Plan or the
Participant's Employee Contributions for the Plan Year.

          (d) The Excess Employee Contributions attributable to Employee
Contributions shall be distributed from the Participant's Account, in proportion
to the Participant's Employee Contributions for the Plan Year.

                                  ARTICLE  VII
                                  ------------

                     ALLOCATION OF COMPANY'S CONTRIBUTIONS
                     -------------------------------------

  Section 7.1:     Method of Allocation.  As the Company makes a contribution
  -----------      --------------------                                      
for a fiscal Year, the Committee shall as of the last day of such fiscal Year
allocate such contributions to the Company Contributions Account of the
Participants who are entitled to participate in the contributions of the Company
for such Years in the proportion that the total Compensation paid or accrued to
each Participant by the Company for such Year bears to the total Compensation
paid or accrued to all Participants by the Company for such Year, as
Compensation is defined in Section 2.1(h).  The fact that allocations shall be
made and credited to the Account of a Participant shall not vest any right,
title or interest in the Trust Fund in a Participant except at the time or times
a distribution is to be made and then only upon the terms and conditions herein
provided.

  Section 7.2:     Limitation on Allocation.  Notwithstanding anything to the
  -----------      ------------------------                                  
contrary contained herein, effective for the Plan Year beginning September 3,
1987, the total annual addition to a Participant's Account for any Plan Year
shall not exceed the lesser of 25% of the Participant's taxable wages for the
Year from the Company, or $30,000.00 (or, if greater, 1/4th of the defined
benefit dollar limitation set forth in Section 415(b)(i) of the 

                                       12
<PAGE>
 
Code as in effect for the calendar year that begins within the Plan Year.

          For purposes of this Section 7.2, the term "annual addition" shall
mean for any year the aggregate of amounts credited to a Participant's accounts
from Company contributions and forfeitures, plus the Participant's own after-tax
contributions.

          If the Company is contributing to another defined contribution plan,
as that term is defined in Section 414(i) of the Code, for its employees, some
or all of whom may be Participants in this Plan, then any such Participant's
annual addition in such other plan shall be aggregated with such Participant's
annual addition derived from this Plan for purposes of the limitations expressed
in this Section 7.2.

          If the annual addition to the Participant's account exceeds the
limitations described herein, the aggregate of the annual addition to this Plan
and the annual addition to any other defined contribution plan as described
above shall be reduced until the applicable limitation is satisfied, by reducing
the aggregate amount in the following order and priority:

          (a) Refund of any voluntary contributions made by the Participant to
this Plan to the extent that such contributions are included in the annual
addition hereunder.

          (b) Refund of any contributions made by the Participant to any other
defined contribution plan to the extent that such contributions would be
aggregated with the annual addi  tion to this Plan pursuant to provisions
hereof.

          (c) Reduce the Participant's allocation under this Plan for the fiscal
year in which the excess occurs.  Such reduction shall be treated as a
forfeiture and shall be added to the contribution of the Company for such year
and shall be allocated to the accounts of Participants who are not affected by
the limitation of this Section 7.2 in accordance with Section 7.1; provided,
however, with respect to the one time correction occurring in the Plan Year
ending in 1992, under a Closing Agreement on Final Determination Covering
Specific matters with the Internal Revenue Service, any such reduction shall be
held in suspense by the Trustee and used to reduce any future Company
contributions made under the Plan.

          (d) In the event that after the above refunds and reductions are made
amounts are still available which may not be allocated hereunder, such amounts
shall be treated as a forfeiture and shall be held in a suspense account.
Provided, however, that except as provided in paragraph (c), such amounts held
in a suspense account will be allocated to the accounts of Participants at the
first possible time when such allocation would not violate 

                                       13
<PAGE>
 
the provisions of Section 415 of the Internal Revenue Code or other applicable
law. Such allocation of forfeitures held in suspense accounts shall take place
prior to the allocation of any amounts arising from any other source, including
forfeitures in a subsequent year, or employer contributions together with
earnings thereon.

  Section 7.3:     Limitations for Participants In a Combination of Plans.  In
  -----------      ------------------------------------------------------     
the case of any Employee who is a Participant in this Plan and the defined
benefit Plan of the Company, if any, the sum of the defined benefit Plan
fraction and the defined contribution Plan fraction for any Year shall not
exceed 1.0.  In the event the sum of such fraction exceeds 1.0 the Trustees
shall prescribe the manner in which the annual addition to this Plan or the
annual benefits under the Company's defined benefit Plan shall be reduced in
order that neither Plan shall be disqualified under applicable sections of the
Internal Revenue Code.

  Section 7.4:     Definitions.  For purposes of applying the limitations of
  -----------      -----------                                              
Section 7.3, the following rules shall prevail:

          (a) The term "defined benefit Plan fraction" shall mean a fraction the
numerator of which is the projected annual benefit payable under the Company's
defined benefit Plan, if any (determined as of the close of the Year) and the
denominator of which is the lesser of (i) the product of 1.25 multiplied by the
dollar limitation in effect under Section 415(b)(1)(A) of the Code for such
Year, or (ii) the amount which may be taken into Account under Section
415(b)(1)(B) of the Code with respect to such Employee under the defined benefit
Plan for such Year multiplied by 1.4.

          (b) The term "defined contribution Plan fraction" shall mean the
aggregate annual additions to this Plan (and any other defined contribution Plan
of the Company, if any) determined as of the close of the Year without regard to
Section 7.2 hereof (relating to limitations on contributions) over the sum of
the lesser of the following amounts determined for such Year and for each prior
Year of Service with the Company:  (i) the dollar limitation in effect under
Section 415(c)(1)(A) of the Code for such Year (determined without regard to
Section 415(c)(6) of the Code) multiplied by 1.25, or (ii) the amount which may
be taken into account under Section 415(c)(1)(B) (or Section 415(c)(7) or (8),
if applicable) of the Code with respect to such employee under such plan for
such year multiplied by 1.4.

          (c) The term "Compensation" shall include 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 Company
(including, but not limited to, commissions paid salesmen, Compensation for
services 

                                       14
<PAGE>
 
on the basis of a percentage of profits, commissions on insurance premiums, tips
and bonuses) and shall exclude:

            (i) Contributions made by the Company to a Plan of deferred
     Compensation to the extent that, before the application of the limitations
     of Section 415 of the Code to that Plan, the contributions are not
     includable in the gross income of the Employee for the taxable Year in
     which contributed.  In addition, Company contributions made on behalf of an
     Employee to a simplified Employee pension Plan described in Section 408(k)
     of the Code are not considered as Compensation for the taxable Year in
     which contributed to the extent such contributions are deductible by the
     Employee under Section 219(b)(7) of the Code.  Additionally, any
     distributions from a Plan of deferred Compensation are not considered as
     Compensation regardless of whether such amounts are includable in the gross
     income of the Employee when distributed.  However, any amounts received by
     an Employee pursuant to an unfunded non-qualified Plan may be considered as
     Compensation in the Year such amounts are includable in the gross income of
     the Employee.

             (ii) 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
     or forfeiture.

            (iii)  Amounts realized from the sale, exchange or other disposition
     of stock acquired under a qualified stock option.

             (iv) Other amounts which receive special tax benefits, such as
     premiums for group term life insurance (but only to the extent that the
     premiums are not includable in the gross income of the Employee), or
     contributions made by the Company (whether or not under a salary reduction
     agreement) towards the purchase of an annuity contract described in Section
     403(b) of the Code (whether or not the contributions are excludable from
     the gross income of the Employee).

                                 ARTICLE  VIII
                                 -------------

                            INVESTMENT OPPORTUNITIES
                            ------------------------

  Section 8.1:     Investment Funds.  At such time and in such manner as the
  -----------      ----------------                                         
Committee in its sole discretion shall determine, the Trustee shall maintain,
subject to the written direction of the Committee, one or more separate Funds.
Each such Fund shall be included in the Trust Fund.

                                       15
<PAGE>
 
  Section 8.2:     Election of Investment Options.  Following such time as
  -----------      ------------------------------                         
separate investment funds are available under Section 8.1, or at such other time
as the Committee shall in its sole discretion determine, each Participant may
make an election, in writing, with respect to the investment of the amounts
contributed to his Account for succeeding Contributions, by directing the
Committee that such amounts are to be invested in such percentage increments as
the Participant shall determine in any combination between the various
investment Funds.  At such time as the Committee shall determine, a Participant
may elect to change his investment election with respect to his choice of
investments hereunder for future Employee and Company contributions as allowed
herein by listing and/or giving written, telephone or such other notice as may
be required by the Committee from time to time.  Any election by a Participant
shall remain in effect until changed.  In the event no election by a Participant
is received by the Committee, the Participant shall be deemed to have elected
the investment of one hundred percent (100%) of the amounts eligible for
election hereunder in the Fund that is the equivalent of a money market fund.
Any and all elections granted hereunder shall always be with respect to future
additions to the Participant's Account and not to accumulated amounts therein,
at such time and in such manner as the Committee shall determine, except a
Participant may change any existing investment to any other investment options
that are made available under the Plan.

  Section 8.3:     Change in Investment Options.  The Committee, at its sole
  -----------      ----------------------------                             
discretion and from time to time, may provide additional investment options,
amend the investment options provided herein, or change the election
alternatives available to Participants hereunder, or amend any other provisions
contained herein with respect to investments.

  Section 8.4:     Expenses Charged to Participant's Account.  The Committee may
  -----------      -----------------------------------------                    
in its sole discretion assess the Participant's Account with any expense
incurred either as a result of any investment, change in investment made by a
Participant with respect to any Fund, or as a result of any loan, withdrawal or
distribution of benefits from the Participant's Account.

                                  ARTICLE  IX
                                  -----------

                                   RETIREMENT
                                   ----------

  Section 9.1:     Normal Retirement.  Prior to and upon attainment of the
  -----------      -----------------                                      
normal retirement date, a Participant shall be 100% vested in his Accounts
hereunder.

  Section 9.2:     Later Retirement.  If the Participant's retirement is
  -----------      ----------------                                     
deferred beyond his normal retirement date, the Participant shall continue as a
Participant in such Plan and no distributions shall be made to him under the
terms of this Article 

                                       16
<PAGE>
 
until his actual retirement date. An employee who becomes eligible as, and
becomes a, Participant at or after the date which would otherwise be his normal
retirement date, shall be treated in all respects as a Participant whose
retirement was deferred beyond his normal retirement date as provided in Section
9.3. The Participant shall be entitled to participate in the allocation of the
Company's contributions under Article V for the year in which his normal or
later retirement date occurs, and such contributions shall be distributed as
provided herein.

  Section 9.3:     Retirement Benefits.  Upon the termination of service of any
  -----------      -------------------                                         
Participant on or after his normal retirement date, such Participant shall be
entitled to receive one hundred percent (100%) of the amounts standing to his
credit in his accounts, as such accounts stand as of the anniversary date of the
Plan coinciding with or next preceding the date of such termination of service,
plus any contributions by him to his Participant Contributions Account between
such anniversary date and the commencement of distributions hereunder, which
amount the Trustee, upon Committee direction, shall distribute to such
Participant in substantially equal installments over a period of one hundred
twenty (120) months, but at least annually.  The Trustee shall segregate said
amount from the Fund and set it aside in a special account and shall, insofar as
possible, pay to such Participant the first installment within sixty (60) days
after his retirement.  In addition, the Participant shall be entitled to
participate in the allocation of the Company's contribution for the year in
which his normal retirement date occurs.  In the case of the retirement of a
Participant who is married on the annuity starting date, any method of
distribution set forth in this Article shall be subject to the provisions of
Section 18.1 hereof.

  Section 9.4:     Optional for Payment in Installments of Less Than One Hundred
  -----------      -------------------------------------------------------------
Twenty (120) Months.  A Participant shall have the right to request the
-------------------                                                    
Committee to direct the Trustee to make the payments described in Section 9.3
over a lesser period or in a lump sum and the Committee shall, direct the
Trustee to, and upon its direction the Trustee shall, distribute the amount in
such Participant's accounts in a lump sum or over a period of time less than the
life expectancy of the Participant.  In the event the total amount of the
Participant's entitlement represented by his Account is in excess of $3,500.00
no distribution may be made to the Participant prior to his Normal Retirement
Date, except with his consent; and if married, with the written consent of his
spouse.  In the event payments to a retired Participant are to be made in
installments, the provisions of Section 13.3 shall apply to such installments.

  Section 9.5:     Option for Annuity.  A Participant shall have the right to
  -----------      ------------------                                        
request the Committee, in lieu of the benefits provided herein, to direct the
Trustees to purchase a nontransferable annuity, the cost of which shall be equal
to the 

                                       17
<PAGE>
 
benefits to which such Participant is entitled, and the term of which shall not
extend beyond the life expectancy of the Participant, or the joint life
expectancies of the Participant or his Spouse if the joint form is elected, and
the Committee may, in its discretion, direct the Trustees to, and the Trustees
shall, purchase such an annuity.

  Section 9.6:     Death After Retirement.  In the event of the death of a
  -----------      ----------------------                                 
Participant after retirement and prior to payment to him of the full amount to
which he is entitled under the provisions of this Article, the Trustee, upon the
direction of the Committee, shall distribute within 90 days following the
Valuation Date next following the Participant's death, or as soon as
administratively feasible thereafter, the then undistributed amount to which
such Participant is entitled to the beneficiary or beneficiaries of the
Participant as determined under the provisions of Section 10.1.

 Section 9.7:      Commencement of Benefit Payment.
 -----------       ------------------------------- 

          (a) Notwithstanding any other provision contained herein to the
contrary, the entire interest of the Participant will be distributed in
accordance with either of the following:

             (i) not later than April 1 of the calendar year following the
     calendar year in which the Participant attains age 70-1/2; or

             (ii) commencing no later than the taxable year described in
     paragraph (i) and payable over the life of the Participant or over the
     lives of the Participant and the Participant's designated beneficiary, or
     over a period not exceeding the life expectancy of the Participant or over
     the joint life expectancies of the Participant and the Participant's
     designated beneficiary.  Notwithstanding the foregoing, if the
     Participant's spouse is not the designated Beneficiary, then 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.

          (b) If the balance of the Account of a Participant exceeds $3,500,
then the Participant (and if the Participant is married, the Participant's
spouse) must consent in writing to a distribution that commences prior to the
Participant's Normal Retirement Date.

                                   ARTICLE  X
                                   ----------

                             DEATH OF A PARTICIPANT
                             ----------------------

  Section 10.1:    Death of a Participant Before Retirement or Termination of
  ------------     ----------------------------------------------------------
Service.  Upon the death of a Participant before retirement or termination of
-------                                                                      
service, the Trustee shall, upon direction of the Committee, pay to the
beneficiary or beneficiaries last legally designated in writing by the
Participant, in a manner as provided by the Plan and selected by the
Beneficiary, the amount 

                                       18
<PAGE>
 
standing to the credit of the Participant in his Accounts as of the valuation
date coinciding with or next preceding the date of commencement of distribution
following such death, plus any contributions by him to his Participant
Contributions Account or made by the Company to his Company Contribution Account
between such valuation date and the commencement of distributions hereunder. In
addition to the foregoing, such deceased Participant shall be entitled to
participate in the allocation of the Company's contributions under Article V for
the Year in which such death occurs, and such contributions shall be distributed
as provided herein.

  Section 10.2:    Beneficiary.  Every Participant shall designate in writing, a
  ------------     -----------                                                  
beneficiary or beneficiaries, and successor beneficiary or beneficiaries, to
receive any death benefits provided herein, and a beneficiary or beneficiaries
for any benefits surviving his death.  Such designation or designations may be
changed from time to time by the Participant before his retirement by filing a
new designation of beneficiary or option on a form supplied by the Company.
However, if a Participant wishes to designate an individual other than his or
her spouse as a Beneficiary, such designation shall be effective only as to 100%
of the Participant's Accounts as of the Participant's date of death, unless his
or her spouse consents to the designation in writing and the consent is
witnessed by a Plan representative or Notary Public. In the event that at any
time there is not a beneficiary designated in writing by the Participant to
receive death benefits, the Trustee upon written direction by the Committee
shall designate the beneficiary of said benefits to be the surviving spouse of
the Participant, and if there is no surviving spouse, then to the executor or
administrator of the estate of the Participant.

  Section 10.3:    Limit on Form of Death Benefit Payment.  If a Participant
  ------------     --------------------------------------                   
dies before his entire interest has been distributed to him, or if a
distribution has been commenced in accordance with Section 10.1 to his surviving
Spouse and such surviving Spouse dies before his entire interest has been
distributed to such surviving Spouse, then his entire interest (or the remaining
part thereof) shall be distributed within five Years after his death (or the
death of his surviving Spouse).  The preceding shall not apply if the
distribution of the interest of the Participant has commenced and such
distribution is for a term certain over a period permitted under Section 9.7,
and in such event, the remaining interest will be distributed at least as
rapidly as under the method being used as of the date of the Participant's
death.

                                  ARTICLE  XI
                                  -----------

                          DISABILITY OF A PARTICIPANT
                          ---------------------------

  Section 11.1:    Disability.  Upon the disability of a Participant, the
  ------------     ----------                                            
Participant shall be entitled to receive one 

                                       19
<PAGE>
 
hundred percent (100%) of the amount standing to his credit in his Accounts as
of the valuation date coinciding with or next preceding the date of commencement
of distribution following such termination of service, plus any contributions by
him to his Participant Contributions Account between such Anniversary Date and
the commencement of distributions hereunder. Upon the direction of the Company,
the Trustees shall distribute such amount to such Participant in substantially
equal installments over a period of one hundred twenty (120) months. A
Participant shall have the right to request the Committee to direct the Trustees
to make such payments over a lesser period or in a lump sum and the Committee
may, in its discretion, direct the Trustees to, and upon its direction the
Trustees shall, distribute the amount in such Participant's Accounts in a lump
sum or over a period of time less than the life expectancy of the Participant.
In the event the total amount of the Participant's entitlement represented by
the Participant's Account is in excess of $3,500.00, no lump sum distribution
may be made to the Participant except with his consent, and if married with the
consent of his Spouse. The commencement of distribution may be made at any time
following six months after the disability and while the Participant is employed
by the Company; provided, however, that in the event of such a distribution, the
Participant receiving the distribution may not contribute under Article VI any
amounts from the date of commencement of distribution until the later of six
months or the next following election period authorized by the Committee.
Insofar as possible, the commencement of distribution shall be made by the
Trustees within sixty (60) days following the termination of service of such
Participant, and the Trustees, upon direction of the Committee, shall segregate
said amount from the Fund and set it aside in a special account and pay to such
Participant the first installment within sixty (60) days following the date on
which such termination of service occurs.

          In the event payments to a disabled Participant are to be made in
installments, the provisions of Section 13.3 shall apply to such installments.

   Section 11.2:   Death After Termination for Disability.  In the event of the
  -------------    --------------------------------------                      
death of the Participant after termination of service by reason of disability
and prior to payment to him of the full amount to which he is entitled under the
provisions of this Article XI, the Trustees, upon direction of the Committee,
shall distribute immediately, or as soon as the same is determined, the then
undistributed amount to which such Participant is entitled to the beneficiary or
beneficiaries of the Participant as provided in Section 10.2.

                                       20
<PAGE>
 
                                  ARTICLE  XII
                                  ------------

                         OTHER TERMINATIONS OF SERVICE
                         -----------------------------

  Section 12.1:    Determination of Benefits.  In the event a Participant
  ------------     -------------------------                             
terminates service for any reason on or after March 1, 1987, such Participant
shall be entitled to have distributed to him one hundred percent (100%) of the
amount in his Participant Contributions Account and his Company Contributions
Account as of the Valuation Date preceding the distribution.

          Any amendment hereto which changes the above vesting schedule, or
which results from an automatic change to or from the top heavy vesting schedule
set forth in Section 16.3(b) shall not be effective as to any Participant who
has at least three (3) Years of service with the Company if such Participant
elects, within a reasonable time after the adoption of such amendment, to have
his vested interest computed without regard to such amendment.  In the event of
any such amendment, the Trustees shall notify each Participant who has at least
five Years of Service of his right to remain under the prior vesting schedule.
Such election shall be deemed to be made within a reasonable time if it is
communicated to the Company by the Participant by the latest of a date which
sixty (60) days after (a) the date the Plan Amendment is adopted, or (b) the
effective date of the Plan Amendment, or (c) the date the Participant is issued
written notice of the amendment by the Company.

  Section 12.2:    Manner of Distribution of Benefits.  After separation from
  ------------     ----------------------------------                        
service with the Company, the Committee shall direct the Trustee to commence to
distribute the Participant's vested Account, within 90 days following the later
of the date on which the separation from service occurred or as soon as
administratively feasible following such separation and receipt of any required
fully executed election forms.  A Participant may not receive a partial
distribution of his vested account.  In the event the value of a Participant's
Account (including employee contributions, if any) exceeds $3,500, written
consent of the Participant is required before the distribution of any portion of
his Account may be commenced prior to the time the Participant attains age 65.
The Participant may elect, with written spousal consent, to receive distribution
of his vested Account in any form as provided in Article IX.  Notwithstanding
the foregoing, if the value of the Participant's Account (including employee
contributions, if any) does not exceed $3,500, distribution of the Participant's
vested Account shall be distributed in a lump sum as soon as administratively
feasible following the Participant's separation from service.

  Section 12.3:    Death Prior to Completion of Payment.  In the event of the
  ------------     ------------------------------------                      
death of the Participant prior to the payment to him of the full amount to which
he is entitled, the Trustees upon 

                                       21
<PAGE>
 
direction of the Committee, shall distribute, in a manner to be determined by
the Committee, the then undistributed amount to which such Participant is
entitled to the beneficiary or beneficiaries of the Participant, as determined
under the provisions of Section 10.3. In the event payments to a terminated
Participant are to be made in installments, the provisions of Section 13.3 shall
apply to such installments.

                                 ARTICLE  XIII
                                 -------------

                             VALUATION OF THE FUND
                             ---------------------

  Section 13.1:    Valuation of Fund.  Within thirty (30) days after the last
  ------------     -----------------                                         
day of each calendar month that this Agreement is in effect, the Trustee shall
report to the Committee, in writing, the value of the Fund as of such month end.
Such valuation shall be made upon the basis of the fair market value of the
assets in the Fund, and upon the approval by the Committee shall be binding upon
the Company, the Participants, and all other persons interested in the Plan.
The failure of the Committee to approve or disapprove of the said valuation
within thirty (30) days after receiving it shall constitute the Committee's
approval thereof.  Earnings and losses of the Fund shall be allocated for any
given month pro rata to the Accounts of Participants as such Accounts stood as
of the first day of such month.

          In the event the Trustee provides a valuation of the Fund more
frequently than monthly, or in the event of a substantial change in the fair
market value of the assets in the Fund after any monthly Valuation Date and
prior to the next succeeding monthly Valuation Date, the Committee may request
the Trustee to revalue the Fund, and the Trustee shall make such valuation as of
the date of such change upon the basis of the then fair market value of the
assets in the Fund, not including the value of the contributions by the Company
or Participants for the current fiscal Year, when such contributions have not
been received by the Trustees on or before such interim Valuation Date.  Such
valuation shall be known as an "interim valuation".  In such event, this interim
valuation shall be substituted for the valuation of the preceding monthly
Valuation Date, or for any more recent interim valuation in determining the
amounts in Participants' Accounts for all purposes of the Plan, including the
amounts in the Accounts of Participants with respect to the terms of the Plan,
but with respect to which distribution has not yet commenced.  Whenever
reference is made in the Plan to the Account of a Participant as of an
Anniversary Date, or as of a Valuation Date or any specific date, there shall be
used those valuations determined by the most recent valuation whether or not as
of an Anniversary Date or any specific date.  Any such valuations as hereinabove
provided, upon the approval of the Company shall be binding upon the Company,
the Participants, and all other persons interested in the Plan herein set forth.

                                       22
<PAGE>
 
  Section 13.2:    Maintenance of Records by Committee.  The Committee shall
  ------------     -----------------------------------                      
open and maintain records which shall reflect the value of the Participant's
Accounts, showing the respective Participant's Accounts, as adjusted.

  Section 13.3:    Segregation and Disbursement.  The Trustee shall hold and
  ------------     ----------------------------                             
administer the entire Trust Estate, subject to the written direction of the
Committee, and the Trustee shall be bound by, and may act in reliance upon the
written instructions of the Committee. When so directed, in writing, by the
Committee, the Trustee shall segregate the Trust Fund, set up special accounts,
and disburse the Trust Fund when disbursement becomes proper under the terms of
the Plan.  If the amount to be distributed to a Participant is to be paid to him
in installments, the Committee shall direct the Trustee to, and the Trustee
shall, segregate such amount from the Fund and invest all such amounts so
segregated in interest-bearing savings accounts (which may be an account with
the Trustee's banking department) or a money market fund; provided, however,
that a Participant may request of the Committee, in writing, that the amount to
be distributed to him in installments be maintained as a part of the Fund,
subject to increases or decreases of income or in the value of the Fund, but not
to share in allocations of the Company's contributions, and upon such request
such amount shall be so maintained.  However, any amounts estimated to be
distributable within twelve (12) months of the time such investment otherwise
would be made need not be invested.  In addition, any such amounts which are
estimated to be distributable within any ensuing twelve (12) months may be
liquidated or withdrawn or held uninvested.  Any earnings and increases or
decreases of value in which such segregated amounts share, whether as a part of
the Fund or in interest-bearing savings accounts, shall be reflected in the
amount of any installment or installments distributed to the Participants or
beneficiaries entitled thereto in such manner as is determined by the Committee.

          The Trustee shall hold and administer the entire Trust Estate, subject
to the written direction of the Committee, and the Trustee shall be bound by,
and may act in reliance upon the written instructions of the Committee.  When so
directed in writing by the Committee, the Trustee shall segregate the Trust
Fund, set up special interest bearing savings accounts, and disburse the Trust
Fund when disbursement becomes proper under the terms of the Plan.

                                  ARTICLE  XIV
                                  ------------

                           HARDSHIP OF A PARTICIPANT
                           -------------------------

  Section 14.1:    Hardship Distribution.  In the event a Participant incurs a
  ------------     ---------------------                                      
hardship, he may request a distribution from his Participant's Accounts in an
amount necessary to meet the hardship.  In no event may the requested
distribution exceed the amount necessary to satisfy the immediate financial need
created 

                                       23
<PAGE>
 
by the hardship. For purposes of this section, a distribution on account of
hardship shall mean a distribution necessary in light of immediate and heavy
financial needs of the Participant, and shall not exceed the amount required to
meet the immediate financial need created by the hardship that is not reasonably
available from other resources of the Participant.

  Section 14.2:    Determination by Committee.  In order to receive a hardship
  ------------     --------------------------                                 
distribution, a Participant must file a written request with the Committee
detailing the facts necessary to satisfy the requirements of Section 14.1.  Any
amount distributed as a hardship distribution shall be in a lump sum paid by the
Trustee, in accordance with the direction of the Committee, as soon as
practicable after receipt by the Committee of such a request.  The Committee
shall determine whether a financial hardship exists and the amount required to
be distributed to meet the need created by the hardship in a uniform and
nondiscriminatory manner.

                                  ARTICLE  XV
                                  -----------

                      AMENDMENT OR DISCONTINUANCE OF PLAN
                      -----------------------------------

  Section 15.1:    Right to Amend.  The Company reserves the right at any time,
  ------------     --------------                                              
without the approval of any Participants, former Participants, beneficiaries, or
its Employees, to terminate the Plan (with or without terminating the Trust), or
to change, modify or amend the Plan and Trust in any particular or particulars
whatsoever, including, but not by way of limitation, the right to increase,
diminish, or eliminate contributions to be made by it hereunder, to change or
modify the method of allocation of such contributions, to change any provision
relating to the administration of the Plan and to change any provision relating
to the distribution or payment, or both, of any of the assets of the Trust.  All
such changes, modifications or amendments may be retroactive to any date to and
including the effective date of the Plan and shall be retroactive to the
effective date of the Plan unless other provision is specifically made.
However, no such amendment shall authorize or permit any part of the Trust Fund
(other than such part as is required to pay taxes or administrative expenses) to
be used for or diverted to purposes other than for the exclusive benefit of
Participants, their beneficiaries or estates. No such change, modification or
amendment (unless such change, modification or amendment is necessary in order
to meet the requirements of the Code) shall eliminate an optional form of
benefit, cause any reduction in the amount credited to any Participant's Account
to which he would otherwise become entitled if he terminated service with the
Company as of the date of adoption of such change, modification or amendment
pursuant to Article XII, or cause or permit any part or portion of the Trust
Fund to revert to or become the property of the Company.

                                       24
<PAGE>
 
  Section 15.2:    Termination of Plan.  The Company reserves the right to
  ------------     -------------------                                    
terminate the Plan at any time, as to itself, without approval of any parties
interested therein.

  Section 15.3:    Distribution on Termination or Discontinuance. In the event
  ------------     ---------------------------------------------              
of the termination or partial termination of the Plan by the Company as to
itself, or in the event of the complete discontinuance of contributions to the
Plan by the Company, the Trustee shall set up separate accounts for the
respective Participants in proportion to the value of their respective shares,
whether or not vested, all as determined and directed by the Committee.  The
interests of such affected Participants shall become wholly vested as of the
date of such termination or partial termination of the Plan or complete
discontinuance of contributions.  Upon the direction of the Committee, the
Trustee shall distribute to such Participant the amount in his accounts in the
same manner distribution would have been made to such Participant under the
applicable provisions of Article IX, as if the Plan had not been terminated or
discontinued by the Company.

                                  ARTICLE  XVI
                                  ------------

                              TOP HEAVY PROVISIONS
                              --------------------

  Section 16.1:    Top Heavy Definitions.  Whenever any of the following terms
  ------------     ---------------------                                      
is used in the Plan with the first letter or letters capitalized, it shall have
the meaning specified below unless the context clearly indicates to the
contrary.

          (a) "Aggregation Group" means each Plan of the Company in which a Key
Employee is a Participant, and each other Plan of the Company which enable the
Plan or Plans containing a Key Employee to meet the antidiscrimination
requirements of Sections 401(a)(4) or 410 of the Code.  In addition, the
Administrator may include in the Aggregation Group any other Plan of the Company
that satisfies the requirements of Sections 401(a)(4) and 410 of the Code when
considered together with the other Plans in the Aggregation Group.

          (b) "Determination Date" means with respect to any Plan Year the last
day of the preceding Plan Year, or in the case of the first Plan Year of the
Plan, the last day of such Plan Year.

          (c) "Key Employee" means an Employee or former Employee who, at any
time during the Plan Year which contains the determination date, or any of the
four preceding Plan Years, is:

            (i) One of the ten Employees of a Company having annual Compensation
     from such Company of more than the limitation in effect under Section
     415(c)(1)(A) of the Code and owning (or considered as owning within the
     meaning of Section 318 of the Code) the largest interest in such 

                                       25
<PAGE>
 
     Company (if two Employees have the same interest the Employee having the
     greater annual Compensation from the Company shall be treated as having a
     larger interest);

             (ii)  A 5% owner of a Company;

            (iii)  A 1% owner of a Company who has an annual Compensation above
     $150,000 as defined in Section 415(c) of the Code; or

             (iv)  An officer of a Company having an annual Compensation greater
     than 150% of the amount in effect under Section 415(c)(1)(A) of the Code
     for any such Plan Year (however, no more than the lesser of 50 Employees or
     the greater of three Employees or 10% of the Company's Employees shall be
     treated as officers).

"Non-Key Employee" means an Employee who is not a Key Employee. The
beneficiaries of an Employee acquire the character of such Employee.  For
purposes of this paragraph, compensation shall have the same meaning as defined
in Section 415(c)(3) of the Code.

          (d) "Top Heavy Group" means any Aggregation Group if the sum of the
present value of cumulative accrued benefits for Key Employees under all defined
benefit pension Plans included in the Aggregation Group, and the sum of the
Accounts of Key Employees under all defined contribution Plans included in the
Aggregation Group, exceeds 60% of such amounts determined for all Employees,
calculated as of the determination date, using the most recent Valuation Date
within the twelve (12) month period ending on the determination date.

          (e) "Top Heavy Plan" means each Plan of the Company or Companies
required to be included in an Aggregation Group, if the Aggregation Group is a
Top Heavy Group.

  Section 16.2:    Special Top Heavy Rules.  For purposes of determining whether
  ------------     -----------------------                                      
a Top Heavy Group exists, the following special rules shall apply:

          (a) Benefits derived from voluntary or mandatory Participant
contributions and Company contributions shall be taken into account.

          (b) The aggregate of distributions made to any Participant from the
Plan or any Plans in the Aggregation Group, during the five year period ending
on the Determination Date shall be taken into account in determining the present
value of cumulative accrued benefits of any Participant or the Account of any
Participant under any such Plan.

                                       26
<PAGE>
 
          (c) If a Participant who was a Key Employee ceases to be a Key
Employee for a Plan Year, the cumulative accrued benefit or Account of such
Participant will not be taken into account for determining whether a Top Heavy
Group exists for such Plan Year.

          (d) Rollover contributions initiated by an Employee and made to the
Plan after December 31, 1983 shall not be taken into account.

          (e) For Plan Years beginning after December 31, 1984, the Account
balances of a Participant who has not received Compensation from the employer
maintaining the Plan during the five Year period ending on the determination
date will be disregarded.

  Section 16.3:    Top Heavy Benefits and Restrictions.  If the Plan is a Top
  ------------     -----------------------------------                       
Heavy Plan for any Plan Year, then with respect to such Plan Year, the following
provisions shall apply:

            (a) Each Participant shall be 100% vested in his or her account, as
of such Plan Year and for each Plan Year thereafter.

          (b) Each Participant who is not a Key Employee shall receive a minimum
allocation of Company contributions equal to the lesser of 3% of such
Participant"s Compensation or the highest percentage of Compensation at which
contributions are allocated or required to be allocated under the Plan for any
Key Employee.  The minimum allocation shall be made even though the Participant
may not otherwise be eligible to receive an allocation because of failure to
compete 1000 hours of service or because the Participant was excluded from the
Plan because his Compensation is below the integration level.

          (c) If the sum of the cumulative accrued benefits and the aggregate of
the accounts held by Key Employees under a Top Heavy Group does not exceed 90%
of such amounts for all Employees, then the percentage of 3% described in
paragraph (b) above shall be replaced by 4%.

          (d) If the sum of the cumulative accrued benefits and the aggregate of
the accounts held by Key Employees under a Top Heavy Group does exceed 90% of
such amounts for all Employees, then the limitation of 1.25 contained in Section
8.04 shall be replaced by 1.0.

          (e) If the Company maintains this plan and a defined benefit plan; the
minimum Company contribution during a Plan Year for a Participant who is not a
Key Employee shall equal 5% of the Participant"s net Compensation, provided that
the minimum Company contribution required by Section 416 of the Code is not made
under the defined benefit plan.

                                       27
<PAGE>
 
            (f) If the provisions of paragraph (d) apply, then the amount of 7%
will be substituted for 5% in paragraph (e).

                                 ARTICLE  XVII
                                 -------------

                           RESTRICTION ON ASSIGNMENT
                           -------------------------

   Section 17.1:   Effect of Assignment in General.  Neither the Company nor the
  -------------    -------------------------------                              
Trustee shall recognize any transfer, mortgage, pledge, hypothecation, order or
assignment by any Participant or beneficiary of all or part of his interest
hereunder, and such interest shall not be subject in any manner to transfer by
operation of law, and shall be exempt from the claims of creditors or other
claimants from all orders, decrees, levies, garnishment and/or executions and
other legal or equitable process or proceedings against such Participant or
beneficiary to the fullest extent which may be permitted by law.  The preceding
sentence shall 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, or any domestic
relations order entered before January 1, 1985.  Notwithstanding any other
provisions contained in the Plan that limit the right of a Participant to
commence to receive a distribution from the Plan, payment of benefits form the
Plan to an alternative payee under a qualified domestic relations order shall
commence at such time as provided in the qualified domestic relations order or
as soon thereafter as administratively feasible.

   Section 17.2:   Loans to Participants.  The Committee may, at its sole
  -------------    ---------------------                                 
discretion and upon written application of a Participant, make a personal loan
(but two loans may not be outstanding at any one time) to such Participant in a
total amount of the lesser of $10,000, or when aggregated with any other loans
from any other qualified plan maintained by the Company not in excess of the
lesser of $50,000 (reduced by the highest outstanding loan balance during the
preceding twelve month period) or fifty percent (50%) of the value of the vested
amount credited to his or her Accounts plus earnings or losses, provided that
such loans (i) are available to all Participants on a reasonably equivalent
basis, and in the same percentage of their vested Account balances; (ii) are
adequately secured, which security can be accomplished by an assignment of not
more than 50% of the Participant"s vested interest in his or her Account(s) or
other good and valuable security; (iii) are evidenced by the borrowing
Participant"s promissory note for a fixed term, not to exceed five (5) years,
bearing interest at a rate equal to the prime rate of interest of Union Bank on
the first day of the quarter in which the loan is approved, and requiring
regular periodic (at least quarterly) repayment of principal and interest by
payroll deductions or otherwise; (iv) are made in a uniform and non-
discriminatory manner 

                                       28
<PAGE>
 
and (v) are made only with the written consent of the Participant"s spouse, if
any, and the spouse"s consent is witnessed by a Plan representative or notary
public and such election is made during the 90-day period ending on the date on
which any such loan is secured, if the value of the vested Account of the
Participant used as security exceeds $3,500.00.

          Each Participant loan is treated as a direct investment of the
borrowing Participant, and as such all interest paid or other expenses
associated with the loan shall be credited to or chargeable to the borrowing
Participant"s Account.  The amount of any loan in excess of the above limit
shall be considered as taxable income to such Participant making such loan in
the calendar year in which such excess occurs.

          In the event of default, any expenses incurred by the Plan in
connection with collection of the loan (including attorney"s fees) shall be
charged to the Participant"s Account.

          In the event the Participant separates from service with the Company,
or fails to pay principal or interest when due, the entire outstanding balance
of principal and interest may be immediately due and payable without notice or
demand at the discretion of the Committee.  In the event the loan is in default,
the Participant"s Account Balance may be reduced or may be deemed distributed at
the time of the default, or if any loan has not been repaid at the time of a
distribution to a Participant or his beneficiary, then the outstanding amount of
principal and interest shall be deducted from the amount of any such
distribution.

          Amounts collected or deemed distributed from the Participant"s Account
to repay any outstanding principal or interest on a Participant loan shall be
treated as a distribution to the Participant or beneficiary as the case may be,
and to the extent taxable shall be reported to the Internal Revenue Service.

                                 ARTICLE  XVIII
                                 --------------

                            MISCELLANEOUS PROVISIONS
                            ------------------------

 Section 18.1:     Joint and Survivor Annuity.
 ------------      -------------------------- 

          (a) Form of Benefit Payments.  The provisions of this section shall
              ------------------------                                       
take precedence over any conflicting provisions in the Plan and shall apply to
any Participant who is credited with at least one Hour of Service with the
Company on or after August 23, 1984, and such other Participants as are covered
by subparagraph (d).  Unless an optional form of benefit is selected within the
Applicable Election Period pursuant to a Qualified Election, or unless the value
of the Participant"s benefit is less than $3,500.00, a 

                                       29
<PAGE>
 
Participant"s benefit is less than $3,500.00, a Participant"s benefit derived
from Company Contributions and non-deductible Participant contributions shall be
paid as follows:

            (i) If the Participant is married, in the form of a Qualified Joint
     and Survivor Annuity providing for an annuity for the life of a Participant
     and a survivor annuity for the life of a Participant"s Spouse following the
     Participant"s death at a rate of not less than 50% and not more than 100%
     of the amount payable during the joint lives of the Participant and the
     Participant"s Spouse, and if the Participant is not married in the form of
     a single life annuity, or

             (ii) If a Participant dies before the payment of benefits has
     commenced, in the form of a Qualified Pre-Retirement Survivor Annuity
     providing for an annuity for the life of the surviving Spouse which is the
     actuarial equivalent of at least 50% of the amount in the Participant"s
     Accounts as of the Participant"s date of death.  The surviving Spouse may
     elect to have payment of the Qualified Pre-Retirement Survivor Annuity
     commence within a reasonable time after the Participant"s death.  A partial
     or total cash-out may be made after the annuity starting date, where the
     present value of the Qualified Joint and Survivor Annuity and the Qualified
     Pre-Retirement Survivor Annuity does not exceed $3,500.00, unless the cash-
     out is consented to in writing by the Participant and the Participant"s
     Spouse, if any, or, by the surviving Spouse where the Participant is dead.

          (b) Definitions.  Wherever any of the following terms is used in the
              -----------                                                     
Plan it shall have the meaning specified below unless the context clearly
indicates to the contrary.

             (i) "Applicable Election Period" shall mean with respect to the
     Qualified Joint and Survivor Annuity described in subsection (a)(1), the
     ninety day period ending on the date benefit payments are to commence; and,
     with respect to the Qualified Pre-Retirement Survivor Annuity described in
     subsection (a)(ii), the period which begins on the first day of the Plan
     Year in which the Participant attains age 35 or, if earlier, the date of
     his or her termination of service, and ends on the date of the
     Participant"s death.

              (ii) "Qualified Election" means a written election of a form of
     benefit other than a Qualified Joint and Survivor Annuity or a Qualified
     Pre-Retirement Survivor Annuity.  An election shall be a Qualified Election
     only if the Participant"s Spouse consents to the election in writing and
     his or her consent is witnessed by a Plan representative or Notary Public.
     Notwithstanding this consent requirement, 

                                       30
<PAGE>
 
     if the Participant establishes to the satisfaction of the Company that such
     written consent cannot be obtained because the Participant has no Spouse,
     or because the Spouse cannot be located, the election shall be deemed a
     Qualified Election. A Participant may revoke a Qualified Election or choose
     to take a Qualified Joint and Survivor Annuity and Qualified Pre-Retirement
     Survivor Annuity at any time and any number of times within the Applicable
     Election Period. Any new waiver or change of beneficiary will require a new
     spousal consent.

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

          (c) Notice Requirements.  Within a reasonable period of time before
              -------------------                                            
the Applicable Election Period, the Company shall provide the Participant with a
written explanation of the following:

            (i) The terms and conditions of the Qualified Joint and Survivor
     Annuity or Qualified Pre-Retirement Survivor Annuity, as applicable;

             (ii) The Participant"s right to elect a benefit other than a
     Qualified Joint and Survivor Annuity or Qualified Pre-Retirement Survivor
     Annuity and the effect of such an election;

            (iii) The rights of the Participant"s Spouse with respect to the
     Qualified Joint and Survivor Annuity or Qualified Pre-Retirement Survivor
     Annuity; and

             (iv) The right of the Participant to revoke a previous election and
     the effect of such revocation.

          In the case of a Qualified Pre-Retirement Survivor Annuity the Company
shall provide each Participant within a period beginning on 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, a
written explanation of the Qualified Pre-Retirement Survivor Annuity in such
terms and in such manner as would be comparable to the explanation required by
subsection (c)(i).

          If a Participant enters the Plan after the first day of the Plan Year
in which the Participant attained age 32, the Company shall provide notice no
later than the close of the third Plan Year succeeding the entry of the
Participant in the Plan.  If a Participant separates from service before age 32,
the Company 

                                       31
<PAGE>
 
shall provide notice no later than one Year following such separation.

          Notwithstanding the other requirements of this subsection, the
respective notices prescribed by this Section need not be given to a Participant
if this Plan "fully subsidizes" the costs of a Qualified Joint and Survivor
Annuity and the Participant does not elect another form of benefit.  For
purposes of this subsection, a Plan fully subsidizes the costs of a benefit if
under the Plan the failure to waive such benefit by a Participant would not
result in a decrease in any Plan benefits with respect to such Participant and
would not result in increased contributions from the Participant.

          (d) Transitional Rules Applicable to Joint and Survivor Annuities.
              -------------------------------------------------------------  
Any living Participant not receiving benefits on August 23, 1984 who is credited
with at least one Hour of Service under the Plan or under a predecessor Plan on
or after September 2, 1974 shall be afforded the opportunity to elect to have
his or her benefits paid as follows:

            (i) If such Participant had at least ten (10) Years of vesting
     service upon termination of service, he or she may elect to have his or her
     benefits paid in accordance with Section 18.1; and

             (ii) If such Participant had less than ten (10) Years of vesting
     service upon termination of service or, if such Participant does not elect
     to have his or her benefits paid in accordance with Section 18.1, and if
     such Participant is entitled to benefits in the form of a life annuity, he
     or she may elect to have his or her benefits paid as follows:

                   a.  If the benefits commence on or after normal or early
                   -                                                       
          retirement age, if the Participant dies after normal retirement age
          while still employed by the Company or after termination of service on
          or after normal or early retirement age before commencement of
          benefits, in the form of a Qualified Joint and Survivor Annuity.  Any
          such election must be in writing and may be made and changed by the
          Participant at any time during the period beginning at least six (6)
          months before the earliest date on which the Participant may become
          eligible for early retirement benefits under the Plan and ending not
          more than 90 days before commencement of benefits.

                   b.  If the Participant is employed after the earliest date on
                   -                                                            
          which he or she may become eligible for early retirement benefits, in
          the form of a Qualified Pre-Retirement Survivor Annuity.  Any such

                                       32
<PAGE>
 
          election must be in writing and may be made and changed at any time
          during the period beginning on the later of the ninetieth day before
          the Participant reaches the Earliest Retirement Age and the date on
          which participation begins, and ends on the Participant"s termination
          of service.

  Section 18.2:    Limitation on Participant"s Rights. Participation in the Plan
  ------------     ----------------------------------                           
shall not give any Participant the right to be retained in the service of the
Company or any rights in or to any part of the Fund or to any benefits
whatsoever, except to the extent specifically set forth under the terms of this
instrument.

  Section 18.3:    Receipt.  On final payment or distribution to any Participant
  ------------     -------                                                      
or his legal representatives, or beneficiaries, in accordance with the
provisions of this instrument, the Trustees shall be entitled to demand a
receipt in full satisfaction of all claims against the Trust, the Trustees, the
Committee and the Company.

  Section 18.4:    Unenforceable Provisions.  If any provisions of this
  ------------     ------------------------                            
Agreement shall be for any reason invalid or unenforceable, the remaining
provisions shall, nevertheless be carried into effect.

  Section 18.5:    Governing Law.  This Agreement has been finally executed and
  ------------     -------------                                               
delivered in the State of California, and all matters affecting its validity and
construction shall be determined by the laws of that state, except to the extent
that the laws of that state are preempted by any applicable federal statute.

  Section 18.6:    Agreement Binding on Successors.  This Agreement shall be
  ------------     -------------------------------                          
binding upon the successors and assigns of the Company and upon any successor of
the Trustees whether by consolidation, merger, transfer of trust business,
resignation, or otherwise, and such successor Transferee shall have all the
authority and powers conferred hereby upon the Trustees.

  Section 18.7:    Masculine Gender Includes Feminine and Neuter, and Singular
  ------------     -----------------------------------------------------------
Number the Plural.  The use of the masculine pronoun and the singular number
-----------------                                                           
shall include the feminine and neuter genders and the plural number, and
conversely, whenever appropriate.

  Section 18.8:    Headings, etc. No Part of Agreement.  Headings of Articles
  ------------     -----------------------------------                       
and sections of this instrument are inserted for convenience and reference.
They constitute no part of the Agreement.

  Section 18.9:    Merger of Plans.  In the event that this Plan and the Trust
  ------------     ---------------                                            
merges or consolidates with, or transfers its assets 

                                       33
<PAGE>
 
or liabilities to, any other qualified Plan of deferred Compensation, no
Participant herein shall, solely on account of such merger, consolidation or
transfer, be entitled to a benefit on the day following such event which is less
than the benefit to which he was entitled on the day preceding such event. For
the purpose of this section, the benefit to which a Participant is entitled
shall be calculated based upon the assumption that a Plan termination and
distribution of assets occurred on the date as of which the amount of the
Participant"s entitlement is being determined.

  Section 18.10:   Claims Procedures.  Pursuant to procedures established by the
  -------------    -----------------                                            
Trustees, adequate notice in writing shall be provided to any Participant or
beneficiary whose claim for benefits under the Plan has been denied.  Such
notice shall set forth the specific reason for such denial, written in a manner
calculated to be understood by the claimant, and provided review is requested
within 60 days after receipt by the claimant of a written notification of denial
of his claim, shall afford a reasonable opportunity to any claimant whose claim
for benefits has been denied to a full and fair review of decision denying the
claim.

  Section 18.11:   Funding Policy and Method.  The Committee shall establish and
  -------------    -------------------------                                    
communicate to the Trustees at reasonable times a funding policy and method with
respect to this Plan in order to carry out the purposes hereof.

  Section 18.12:   Commencement of Benefits.  Anything contained herein to the
  -------------    ------------------------                                   
contrary notwithstanding, the payment of benefits hereunder to any Participant
will begin not later than the sixtieth (60th) day after the latest of the close
of the Plan Year in which:

            (a) The date on which the Participant attains the earlier of age 65
or the normal retirement age specified herein;

            (b) Occurs the tenth anniversary of the Year in which the
Participant commenced participation in the Plan; or

            (c) The Participant terminates service with the Company.

  Section 18.13:   Forfeiture Upon Failure to Locate.  The Committee shall
  -------------    ---------------------------------                      
declare a forfeiture of any Account of any Participant or beneficiary under the
Plan who cannot be found within one year after the Account would have otherwise
been payable under the Plan.  Neither the Company, the Committee or the Trustee
shall be obligated to search for the whereabouts of any person. Any amounts
forfeited shall be used to reduce Company contributions.  In the event such
participant or Beneficiary is thereafter located, such previously forfeited
Account shall be restored.

                                       34
<PAGE>
 
 Section 18.14:    Direct Transfer of Benefits.
 -------------     --------------------------- 

           (a)  This paragraph 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 paragraph, 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)  The following definitions apply to paragraph (a):

            (i) 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).

           (ii) 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.

          (iii) 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.

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

                                       35
<PAGE>
 
            IN WITNESS WHEREOF, the undersigned has executed this instrument
this _____ day of ______________, 199___.


                             CERTIFIED GROCERS OF CALIFORNIA, LTD.



                             By /s/ Everett A. Dingwell
                               ------------------------------------
                                                       President

                             And /s/ D.A. Woodward
                                -----------------------------------
                                                       Secretary


APPROVED:

FARMER & RIDLEY



By /s/ Rene Maguire
  -------------------------
  Attorneys for Company

                                       36