PUBLIC SERVICE ELECTRIC AND GAS COMPANY

                      THRIFT AND TAX-DEFERRED SAVINGS PLAN





                                             As Amended Effective October 1,1999

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                     PUBLIC SERVICE ELECTRIC AND GAS COMPANY

                      THRIFT AND TAX-DEFERRED SAVINGS PLAN

                                TABLE OF CONTENTS


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ARTICLE I             Amendment - Purpose......................................1

               Section 1.1  Amendment of the Plan..............................1
               Section 1.2  Purpose............................................1

ARTICLE II            Definitions..............................................1

               Section 2.1    Account..........................................1
               Section 2.2    Active Participant...............................1
               Section 2.3    Additional Lump Sum Deposits.....................1
               Section 2.4    Affiliate........................................1
               Section 2.5    Balanced Fund....................................1
               Section 2.6    Basic Deposits...................................2
               Section 2.7    Board of Directors...............................2
               Section 2.8    Bond Fund........................................2
               Section 2.9    Cash Balance Plan................................2
               Section 210   Code..............................................2
               Section 2.11  Commissioner......................................2
               Section 2.12  Committee or Employee Benefits Committee..........2
               Section 2.13  Company...........................................2
               Section 2.14  Compensation......................................2
               Section 2.15  Deferred..........................................3
               Section 2.16  Deposits..........................................3
               Section 2.17  Disability........................................3
               Section 2.18  Eligible Employee.................................4
               Section 2.19  Employee..........................................4
               Section 2.20  Employee Savings Plan.............................4
               Section 2.21  Employer..........................................4
               Section 2.22  Employer Contributions............................4
               Section 2.23  Enrollment Date...................................4
               Section 2.24  Enterprise........................................4
               Section 2.25  Enterprise Common Stock...........................4
               Section 2.26  Enterprise Common Stock Fund......................4
               Section 2.27  Equities Fund.....................................4
               Section 2.28  Equities Index Fund...............................4
               Section 2.29  ERISA.............................................5
               Section 2.30  ESOP Account......................................5
               Section 2.31  Fixed Income Fund.................................5
               Section 2.32  Funds.............................................5
               Section 2.33  General Manager...................................5
               Section 2.34  Government Obligations Fund.......................5
               Section 2.35  Highly Compensated Employee.......................5
               Section 2.36  Highly Compensated Participant....................6
               Section 2.37  Hour of Service...................................6
               Section 2.38  Investment Manager................................6
               Section 2.39  Lay Off or Laid Off...............................6
               Section 2.40  Leased Employee...................................7
               Section 2.41  Matured...........................................7
               Section 2.42  Nondeferred.......................................7
               Section 2.43  Participant.......................................7
               Section 2.44  Participating Affiliate...........................7
               Section 2.45  Personal Choice Retirement Account Fund...........7
               Section 2.46  Plan..............................................7
               Section 2.47  Plan Year.........................................7
               Section 2.48  Qualified Domestic Relations Order or "QDRO"......7
               Section 2.49  Record Keeper.....................................8
               Section 2.50  Required Beginning Date...........................8
               Section 2.51  Retirement........................................8
               Section 2.52  Retirement Choice Program.........................8
               Section 2.53  Rollover Contributions............................8
               Section 2.54  Supplemental Deposits.............................8
               Section 2.55  Thrift Account....................................9
               Section 2.56  Trust Agreement...................................9
               Section 2.57  Trust Fund........................................9
               Section 2.58  Trustee...........................................9
               Section 2.59  U. S. Energy Partners Account.....................9
               Section 2.60  Year of Service..................................10

ARTICLE III           Participation...........................................10

               Section 3.1  Participation.....................................10
               Section 3.2  Effective Date of  Participation..................11

RTICLE IV            Deposits.................................................11

               Section 4.1    Basic Deposits..................................11
               Section 4.2    Supplemental Deposits...........................12
               Section 4.3    Additional Lump Sum Deposits....................12
               Section 4.4    Method of Deposits..............................12
               Section 4.5    Limit on Deferred Deposits......................13
               Section 4.6    Distribution of Excess Deferral Amounts.........13
               Section 4.7    Code Section 401(k) Limits on Deferred Deposits.14
               Section 4.8    Unmatched Employer Contributions................15
               Section 4.9    Code Section 401(m) Limits on Nondeferred
                                Deposits and Employer Contributions...........15
               Section 4.10   Changing Deposit Percentages....................15
               Section 4.11  Suspension of Deposits...........................15
               Section 4.12  Limit on Additional Lump Sum Deposits............16
               Section 4.13  Elections........................................16
               Section 4.14  Rollover Contributions...........................16
               Section 4.15 Transfer from the Employee Savings Plan...........17

ARTICLE V             Employer Contributions..................................17

               Section 5.1    Amount and Payment of Employer Contributions....17
               Section 5.2    Employer Contributions in Enterprise Common
                             Stock............................................17
               Section 5.3    Reduction of Employer Contributions by
Forfeitures....... 17
               Section 5.4    Maximum Annual Additions........................17
               Section 5.5    Return of Employer Contributions................18
               Section 5.6    Allocation from Cash Balance Plan...............18

ARTICLE VI            Thrift Account Investments..............................18

               Section 6.1    Investment of Deposits, Rollover
                                Contributions and Employer Contributions......18
               Section 6.2    Change in Investment Direction..................19
               Section 6.3    Transfer/ Reallocation of Investments...........19
               Section 6.4    Quarterly Automatic Rebalancing.................20
               Section 6.5    Loans...........................................20
               Section 6.6   Special Rules for Investment in the Personal Choice
                                    Retirement Account Fund...................21

ARTICLE VII           Thrift Account Funds....................................22

               Section 7.1    Establishment of Funds..........................22
               Section 7.2    Enterprise Common Stock Fund....................23

ARTICLE VIII   Thrift Accounts................................................24

               Section 8.1    Establishment of Thrift Accounts................24
               Section 8.2    Measure of Thrift Accounts......................24
               Section 8.3    Valuation of Funds..............................25
               Section 8.4    Valuation of Thrift Accounts....................25
               Section 8.5    Separate Accounting.............................25


ARTICLE IX            ESOP Accounts...........................................26

               Section 9.1     Maintenance of Separate Accounts...............26
               Section 9.2     Allocation of Distributions....................26
               Section 9.3     Withdrawals or Transfers.......................26
               Section 9.4     Dividends and Other Income.....................27
               Section 9.5     Voting of ESOP Account Common Stock............27

ARTICLE X             Vesting.................................................27

               Section 10.1   Vesting of Employer Contributions...............27
               Section 10.2   Vesting of Deposits, Rollover Contributions
                                  and the ESOP Account........................28

ARTICLE XI            Account Distributions and Withdrawals...................28

               Section 11.1   Distribution Upon Retirement, Disability,
                                 Lay Off or Death.............................28
               Section 11.2  Distribution Upon Other Termination
                                of Employment.................................29
               Section 11.3  Partial Distributions Following Termination of
                               Employment.....................................30
               Section 11.4  Withdrawal of Nondeferred Deposits
                                and Employer Contributions During Employment..31
               Section 11.5  Withdrawals of Deferred Deposits During
                                Employment After Age 591/2....................32
               Section 11.6  Hardship Withdrawals.............................32
               Section 11.7  Suspension of Participation......................34
               Section 11.8  Transfer of Employment...........................34
               Section 11.9  Form of Distributions............................34
               Section 11.10  Time of Distributions...........................36
               Section 11.11 Limitation on Post Age 70 1/2 Distributions......37
               Section 11.12 Distribution in the Case of Certain Disabilities.38
               Section 11.13 Loans............................................38
               Section 11.14 Inability to Locate Payee........................40
               Section 11.15 Federal Income Tax Withholding
                                 on Distributions and Withdrawals.............40
               Section 11.16 Direct Rollover to Another Plan or IRA...........40

ARTICLE XII           Limits on Benefits and Contributions Under
                      Qualified Plans.........................................41

               Section 12.1   Definitions.....................................41
               Section 12.2   Annual Addition Limits..........................48
               Section 12.3   Overall Limit...................................50
               Section 12.4   Special Rules...................................50

ARTICLE XIII   Top-Heavy Requirements.........................................51

               Section 13.1   Definitions.....................................51
               Section 13.2   General Requirements............................53
               Section 13.3   Maximum Compensation............................53
               Section 13.4   Vesting.........................................53
               Section 13.5   Minimum Contributions...........................53
               Section 13.6   Participants Under Defined Benefit Plans........54
               Section 13.7   Super Top-Heavy Plans...........................54
               Section 13.8   Determination of Top Heaviness..................55
               Section 13.9   Determination of Super Top Heaviness............55
               Section 13.10  Calculation of  Top-Heavy Ratios................55
               Section 13.11 Cumulative Accounts and Cumulative
                                  Accrued Benefits............................55

ARTICLE XIV    Beneficiary in Event of Death..................................57

               Section 14.1  Designation and Change of Beneficiary............57

ARTICLE XV            Administration..........................................58

               Section 15.1  Named Fiduciary..................................58
               Section 15.2  Administration...................................58
               Section 15.3  Control and Management of Assets.................59
               Section 15.4  Benefits to be Paid from Trust...................59
               Section 15.5  Expenses.........................................59
               Section 15.6  Overpayments.....................................60

ARTICLE XVI    Claims Procedure...............................................60

               Section 16.1  Filing of Claims.................................60
               Section 16.2  Appeal of Claims.................................60
               Section 16.3  Review of Appeals................................60

ARTICLE XVII   Merger or Consolidation........................................60

               Section 17.1  Merger or Consolidation..........................60

ARTICLE XVIII  Non-Alienation of Benefits.....................................61

               Section 18.1  Non-Alienation of Benefits.......................61


ARTICLE XIX    Amendments.....................................................61

               Section 19.1  Amendment Process................................61

ARTICLE XX            Termination.............................................61

               Section 20.1  Authority to Terminate...........................61
               Section 20.2  Distribution Upon Termination....................61

ARTICLE XXI    Plan Confers No Right to Employment............................62

               Section 21.1  No right to Employment...........................62

ARTICLE XXII   Alternate Payees...............................................62

               Section 22.1  Alternate Payees Under QDROs.....................62

ARTICLE XXIII  Construction...................................................62

               Section 23.1  Governing Law....................................62
               Section 23.2  Headings.........................................62
<PAGE>


                     PUBLIC SERVICE ELECTRIC AND GAS COMPANY

                      THRIFT AND TAX-DEFERRED SAVINGS PLAN

                                    ARTICLE I
                               AMENDMENT - PURPOSE

         Section 1.1  Amendment  of the Plan.  Public  Service  Electric and Gas
Company hereby further  amends,  on September __, 1999 and effective  October 1,
1999, its Thrift and Tax-Deferred  Savings Plan, a savings,  profit-sharing  and
tax-credit  employee  stock  ownership  plan for its  Employees and those of its
Affiliates.  The Plan was originally adopted as of July 1, 1981 and was formerly
known as the Public Service Electric and Gas Company Thrift Plan.

         Section 1.2 Purpose. The purpose of the Plan is to encourage and assist
thrift and savings by eligible  non-bargaining  unit employees of Public Service
Electric  and Gas Company and certain of its  Affiliates  through  tax-sheltered
forms of investment.

                                   ARTICLE II
                                   DEFINITIONS

         When used herein, the words and phrases hereinafter defined shall have
the following  meanings  unless a different  meaning is clearly  required by the
context of the Plan:

         Section 2.1 "Account" shall mean the separate account maintained in the
Plan for each  Participant  which consists of the  Participant's  Thrift Account
(including, for some Participants,  the U.S. Energy Partners Account) and/or the
Participant's ESOP Account.

         Section 2.2 "Active  Participant"  shall mean a  Participant  who is an
Eligible  Employee  presently making  Nondeferred  Deposits or for whom Deferred
Deposits are presently being made.

         Section 2.3 "Additional Lump Sum Deposits" shall mean that amount which
is contributed to the Plan by a Participant on a lump sum basis. Additional Lump
Sum Deposits shall not be entitled to be matched by Employer Contributions.

         Section 2.4 "Affiliate"  shall mean any organization  which is a member
of a controlled  group of  corporations  (as defined in Code  section  414(b) as
modified by Code section  415(h)) which  includes the Company,  or any trades or
businesses  (whether or not  incorporated)  which are under  common  control (as
defined in Code  section  414(c) as modified by Code  section  415(h))  with the
Company,  or a member of an affiliated service group (as defined in Code section
414(m))  which  includes  the  Company,  or  any  other  entity  required  to be
aggregated with the Company pursuant to regulations promulgated pursuant to Code
section 414(o).

         Section 2.5  "Balanced  Fund" shall mean the Fund or Funds  established
pursuant to Section 7.1(f).


         Section 2.6 "Basic Deposits" shall mean that amount,  not less than 1%,
nor more than 8% (or such lower maximum  percentage as may be established by the
Committee)  of a  Participant's  Compensation,  contributed  to the Plan through
payroll  deduction  by or on behalf of a  Participant  which is  entitled  to be
matched by Employer Contributions.

         Section 2.7 "Board of  Directors"  shall mean the Board of Directors of
the Company.

         Section  2.8  "Bond  Fund"  shall  mean the  Fund or Funds  established
pursuant to Section 7.1(g).

         Section 2.9 "Cash  Balance  Plan" shall mean the Cash  Balance  Pension
Plan of Public Service Electric and Gas Company or the Cash Balance Pension Plan
for Represented Employees of Public Service Electric and Gas Company.

         Section 2.10 "Code" shall mean the  Internal  Revenue Code of 1986,  as
amended, or as it may be amended from time to time.

         Section 2.11  "Commissioner"  shall mean the  Commissioner  of Internal
Revenue.

         Section 2.12 "Committee" or "Employee Benefits Committee" shall mean
the  Employee  Benefits  Committee  of the  Company  appointed  by the  Board of
Directors.

         Section  2.13  "Company"  shall mean Public  Service  Electric  and Gas
Company.

         Section 2.14 "Compensation" shall mean the total remuneration paid to a
Participant for services  rendered to an Employer  excluding the Employer's cost
for any public or private  employee  benefit  plan,  but  including all Deferred
Basic and  Supplemental  Deposits  made by a Participant  or on a  Participant's
behalf to this Plan and all elective  contributions that are made by an Employer
on behalf of a Participant which are not includable in income under Code section
125, under rules adopted by the Committee which are uniformly  applicable to all
Participants  similarly  situated.  However,  Compensation shall not include the
following:

          (a)  any amounts  which are deferred  under any deferred  compensation
               plan of the Company or any  Affiliate  and any payments  from any
               such plans of any previously deferred amount;

          (b)  any amounts received as an award pursuant to any of the following
               incentive  compensation  programs:  (1) the Company's  Management
               Incentive  Compensation  Plan; (2) the PSEG Global Inc. Executive
               Long-Term  Incentive  Compensation  Plan;  (3)  the  PSEG  Global
               Inc.1987  Stock  Appreciation  Rights  Plan;  (4) the PSEG Energy
               Technologies  Inc.  Executive  Long-Term  Incentive  Compensation
               Plan;  (5) the PSEG Energy  Holdings  Inc.  Management  Incentive
               Compensation  Plan; and (6) the Public Service  Enterprise  Group
               Incorporated 1989 Long-Term Incentive Plan;

          (c)  any payments received pursuant to the terms of this Plan;

          (d)  any amounts which constitute reimbursement of expenses;

          (e)  the following miscellaneous payments:

               (1)  Separation pay;
               (2)  Gratuity Payments upon death;
               (3)  Payment for vacation due at time of death;
               (4)  Worker's Compensation for permanent partial disability;
               (5)  Employer  contributions  for social  security,  unemployment
                    compensation  or other taxes;
               (6)  Employer payments toward reimbursement of adoption expenses;
                    and
               (7)  Payments  made  expressly  for  the  purpose  of  satisfying
                    withholding tax liabilities on awards earned pursuant to any
                    employee suggestion program of any Employer;

          (f)  the following special international payments:

               (1)  International service premium;
               (2)  Commodities and services allowance;
               (3)  Equalization Pay;
               (4)  Transportation allowance;
               (5)  Foreign service pay; and
               (6)  Hardship allowance; and

          (g)  any amounts  received by a Participant as a result of the sale of
               vacation entitlements.

         In any case,  however,  Compensation  of each  Participant  taken  into
account for any Plan Year shall not exceed the applicable compensation limit for
such year determined under Code Section 401(a)(17). The compensation limit for a
Plan Year  beginning on or after January 1, 1997 is $160,000 (as  indexed).  The
Pension of a Code section 401(a)(17) Employee (as defined in Treasury Regulation
section  1.401(a)(17)-1(e)(2)(i))  shall be  determined  by utilizing the method
described in Treasury Regulation section 1.401(a)(4)-13(c)(4)(iii) (formula with
extended wear-away).

         Section 2.15  "Deferred" in reference to Deposits  shall mean that such
Deposits are deferred from current  Federal  income  taxation under Code section
401(k).

         Section 2.16 "Deposits" shall mean the aggregate of Additional Lump Sum
Deposits,  Basic  Deposits and  Supplemental  Deposits made by or on behalf of a
Participant to his or her Thrift  Account.  The total of all Deposits made by or
on  behalf  of a  Participant  in any Plan  Year  shall  not  exceed  25% of the
Participant's  Compensation for such Plan Year. Deposits shall include "Deferred
Compensation"  credited to the Participant under the U.S. Energy Partners 401(k)
Plan.



<PAGE>


         Section 2.17  "Disability"  shall mean any physical or mental condition
which renders a Participant  incapable of performing further work for his or her
Employer,  as  certified  in  writing  by a Doctor of  Medicine  designated  and
approved by the Committee.

         Section  2.18  "Eligible  Employee"  shall  mean any  Employee  who has
completed at least one Year of Service  whether or not he or she actually elects
to make any Deposits.

         Section 2.19 "Employee" shall mean any person not included in a unit of
Employees covered by a collective  bargaining agreement who is an employee (such
term having its customary  meaning) of the Company or a Participating  Affiliate
and who is receiving  remuneration for personal services rendered to the Company
or Participating Affiliate other than (1) solely as a director of the Company or
a  Participating  Affiliate,  (2)  as a  consultant  or  (3)  as an  independent
contractor  (regardless  of  whether  a  determination  is made by the  Internal
Revenue  Service or other  governmental  agency or court after the individual is
engaged to perform  such  services  that the  individual  is an  employee of the
Company or Participating Affiliate for the purposes of the Code or otherwise).

         Section  2.20  "Employee  Savings  Plan" shall mean the Public  Service
Electric and Gas Company Employee Savings Plan.

         Section 2.21  "Employer"  shall mean the Company and any  Participating
Affiliate.

         Section   2.22   "Employer   Contributions"   shall  mean  the  amounts
contributed to the Plan on behalf of  Participants  by an Employer in accordance
with  Article V.  Employer  Contributions  shall  include  "Employer's  Matching
Contributions" credited to the Participant under the U.S. Energy Partners 401(k)
Plan.

         Section  2.23  "Enrollment  Date" shall mean the  earliest  of: (a) the
first  day of the  first  payroll  period  in which  payroll  deductions  from a
Participant's Compensation are made for Deposits under the Plan; (b) the date an
Additional Lump Sum Deposit is accepted by the Plan from a Participant;  (c) the
date a Rollover  Contribution  is accepted from a Participant for payment to the
Trustee for  investment in the Plan in accordance  with Section 4.14; or (d) the
date an ESOP Account or a U.S. Energy Partners  Account is established on behalf
of a Participant.

         Section  2.24  "Enterprise"  shall mean the  Company's  parent,  Public
Service Enterprise Group Incorporated.

         Section 2.25  "Enterprise  Common  Stock" shall mean the Common  Stock,
without nominal or par value, of Enterprise.

         Section  2.26  "Enterprise  Common  Stock  Fund"  shall  mean  the Fund
established pursuant to Section 7.1(c).

         Section 2.27 "Equities  Fund" shall mean the Fund or Funds  established
pursuant to Section 7.1(a).

         Section  2.28  "Equities  Index  Fund"  shall  mean  the  Fund or Funds
established pursuant to Section 7.1(d).

         Section 2.29 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended, or as it may be amended from time to time.

         Section  2.30 "ESOP  Account"  shall mean that  separate  portion of an
Account  established  pursuant  to  Section  9.1 which  evidences  the shares of
Enterprise   Common  Stock  transferred  to  the  Plan  for  the  Account  of  a
Participant,  pursuant  to the  merger  with this Plan with the  Public  Service
Electric  and Gas  Company Tax  Reduction  Act  Employee  Stock  Ownership  Plan
(TRASOP)  and/or the  Public  Service  Electric  and Gas  Company  Payroll-Based
Employee Stock  Ownership  Plan  (PAYSOP),  including the net worth of the Trust
Fund attributable thereto.

         Section  2.31  "Fixed  Income  Fund"  shall  mean  the  Fund  or  Funds
established pursuant to Section 7.1(b).

         Section  2.32  "Funds"   shall  mean  the  several   investment   Funds
established pursuant to Section 7.1. As used in the singular,  "Fund" shall mean
one of such Funds.

         Section 2.33  "General  Manager"  shall mean the Director - Performance
and Rewards of the Company.

         Section 2.34 "Government Obligations Fund" shall mean the Fund or Funds
established pursuant to Section 7.1(e).

         Section 2.35 "Highly Compensated Employee" shall mean:

          (a)  For any Plan Year, any Employee who,  during the Plan Year or the
               preceding Plan Year--

               (1)  was at any time a 5% owner; or

               (2)  for the preceding Plan Year, received  Compensation from the
                    Company or an  Affiliate  in excess of $80,000 (as  adjusted
                    for cost of living increases); and

               (3)  if  the  Company  or an  Affiliate  elects,  of  was  in the
                    top-paid group of Employees for the preceding Plan Year.

          (b)  For purposes of this Section,  an Employee  shall be treated as a
               5% owner for any Plan Year if at any time  during  such Plan Year
               such  Employee  was  a 5%  owner  (as  defined  in  Code  section
               416(i)(1)) of the Company or an Affiliate.

          (c)  For purposes of this Section,  an Employee shall be considered as
               being in the  top-paid  group of  Employees  for any Plan Year if
               such  Employee is in the group  consisting  of the top 20% of the
               Employees  when ranked on the basis of  Compensation  paid during
               such Plan Year.

          (d)  For purposes of determining  the top-paid  group under  paragraph
               (c), the following Employees shall be excluded:

               (1)  Employees who have not completed six months of service;
               (2)  Employees who normally work less than 17 1/2 hours per week;
               (3)  Employees  who normally work during not more than six months
                    during any year;
               (4)  Employees who have not attained age 21; and
               (5)  Employees  who are  nonresident  aliens  and who  receive no
                    earned income (within the meaning of Code section 911(d)(2))
                    from the Company or an Affiliate  which  constitutes  income
                    from sources within the United States (within the meaning of
                    Code section 861(a)(3)).

          (e)  For purposes of this Section,  the term "Compensation" shall mean
               Compensation  within the meaning of Section  12.1,  but including
               salary reduction contributions to a cafeteria plan, a 401(k) plan
               and a simplified employee pension.

          (f)  A former  Employee  shall  be  treated  as a  Highly  Compensated
               Employee if (1) such Employee was a Highly  Compensated  Employee
               when such  Employee  separated  from service or (2) such Employee
               was a Highly Compensated Employee at any time after attaining age
               55.

         Section 2.36 "Highly Compensated Participant" shall mean:

          (a)  those Highly Compensated Employees who are Participants or

          (b)  those Highly  Compensated  Employees who are Eligible  Employees,
               who have satisfied all conditions for participation under Section
               3.1,  whether or not they actually  elect to make any Deposits or
               Rollover Contributions to the Plan.

         Section  2.37  "Hour of  Service"  shall  mean  each  hour for which an
Employee is directly or indirectly paid remuneration or entitled to such payment
by an  Employer  including  any  hours  for  which  back  pay,  irrespective  of
mitigation of damages, is either awarded or agreed to by an Employer.

         Section 2.38 "Investment  Manager" shall mean an investment  manager as
defined in ERISA section 3(38).

         Section  2.39  "Lay  Off"  or  Laid  Off"  shall  mean a  Participant's
involuntary  separation from service with an Employer  because of a reduction in
work forces at a time when there is no further work  available with the Employer
for which the Participant is qualified.

         Section 2.40 "Leased  Employee"  shall mean an individual who is not an
Employee but who would be a leased  employee as defined in Code section  414(n),
but for the one year service requirement of Code section 414(n)(2)(B).

         Section   2.41   "Matured"   in  reference  to  Deposits  and  Employer
Contributions  shall mean that the  respective  amount has been held in the Plan
for at least  twenty-four  months.  The  twenty-four  month  period will include
periods   during  which  Deposits  and  Employer   Contributions   held  in  the
Participant's U.S. Energy Partners Account were held in the U.S. Energy Partners
401(k) Plan.

         Section 2.42  "Nondeferred"  in  reference to Deposits  shall mean that
such Deposits are not deferred from current  Federal income  taxation under Code
section 401(k).

         Section 2.43 "Participant" shall mean any person who has an interest in
the Trust Fund.

         Section 2.44 "Participating  Affiliate" shall mean any Affiliate of the
Company which:  (a) adopts the Plan with the approval of the Board of Directors;
(b) authorizes the Board of Directors and the Employee Benefits Committee to act
for it in all  matters  arising  under  or with  respect  to the  Plan;  and (c)
complies  with such other  terms and  conditions  relating to the Plan as may be
imposed by the Board of Directors.

         Section 2.45 "Personal Choice  Retirement  Account Fund" shall mean the
Fund or Funds established pursuant to Section 7.1(h).

         Section  2.46 "Plan"  shall mean this Public  Service  Electric and Gas
Company Thrift and Tax-Deferred  Savings Plan,  including all amendments  hereto
which may hereafter be made.

         Section 2.47 "Plan Year" shall mean the calendar year.

         Section 2.48 "Qualified  Domestic Relations Order" or "QDRO" shall mean
any  judgment,  decree  or  order  pursuant  to a state  domestic  relations  or
community  property  law which  relates  to the  provision  of child  support or
marital  property  rights,  which  creates or  recognizes  the  existence  of an
alternate  payee's  right to (or  assigns  to an  alternate  payee the right to)
receive all or part of a Participant's Account, and which meets the requirements
of (a) and (b) below, as interpreted in accordance with Code section 414(p):

          (a)  such order specifies:

               (1)  the name and last known mailing  address of the  Participant
                    and each alternate payee;

               (2)  the amount or the percentage of the Participant's Account to
                    be paid to each alternate payee, or the manner in which such
                    amount or percentage is to be determined;

               (3)  the  number  of  payments  or the  period to which the order
                    applies; and

               (4)  each plan to which such order applies; and

          (b)  such order does not require the Plan to:

               (1)  provide any type or form of benefit or option not  otherwise
                    provided under the Plan;

               (2)  provide increased benefits; or

               (3)  pay to an  alternate  payee  amounts  required to be paid to
                    another alternate payee under a prior QDRO.

         Section 2.49 "Record  Keeper"  shall mean the  person(s) or  entity(is)
designated  by the  Committee  to  maintain  the  records  of the  Plan and Plan
Accounts  and to  perform  such  other  functions  as may be  designated  by the
Committee.

         Section  2.50  "Required  Beginning  Date"  shall mean with  respect to
distributions  to any  Participant,  April 1 of the calendar year  following the
calendar year in which the Participant  attains age 70 1/2;  provided,  however,
that with respect to distributions to any Participant who attained age 70 before
July 1, 1987 and who was not a "5% owner" as defined in Section 13.1(f)(3),  the
Required  Beginning Date for such  Participant  shall be April 1 of the calendar
year following the calendar year in which (1) the Participant attains age 70 1/2
or (2) the Participant retires, whichever is later.

         Section 2.51 "Retirement" shall mean the termination of employment by a
Participant other than by reason of his or her death:

               (a)  under   circumstances   entitling  the   Participant  to  an
                    immediately  payable periodic  retirement  benefit under the
                    Pension Plan of Public Service Electric and Gas Company, the
                    Cash Balance Pension Plan of Public Service Electric and Gas
                    Company or the Cash  Balance  Pension  Plan for  Represented
                    Employees of Public Service Electric and Gas Company, or

               (b)  at or after age 65.

         Section 2.52 "Retirement  Choice Program" shall mean the Public Service
Electric  and Gas  Company  Retirement  Choice  Program  or the  Public  Service
Electric and Gas Company Retirement Choice Program for Represented Employees.

         Section 2.53 "Rollover Contributions" shall mean Employee contributions
transferred  to the Plan,  in accordance  with Section 4.14,  from a trust under
another  corporate  plan,  each qualified under Code sections 501(a) and 401(a),
respectively.

         Section 2.54 "Supplemental  Deposits" shall mean the amount, if any, of
Compensation  contributed to the Plan through payroll  deduction by or on behalf
of a  Participant  which is greater than the maximum  permitted  Basic  Deposit.
Supplemental  Deposits  shall include  "Deferred  Compensation"  credited to the
Participant under the U.S. Energy Partners 401(k) Plan.

         Section 2.55 "Thrift  Account"  shall mean that separate  portion of an
Account established pursuant to Section 8.1 and which consists of the sum of the
following subaccounts of such Participant:

          (a)  Basic   Deposit   Subaccount   shall  mean  that   portion  of  a
               Participant's  Thrift Account which  evidences the value of Basic
               Deposits  by  or on  behalf  of a  Participant  under  the  Plan,
               including the net worth of the Trust Fund attributable thereto.

          (b)  Supplemental  Deposit  Subaccount  shall  mean that  portion of a
               Participant's   Thrift  Account  which  evidences  the  value  of
               Supplemental  Deposits and Additional Lump Sum Deposits under the
               Plan, assets  transferred by the Participant from his or her ESOP
               Account and Rollover Contributions to the Plan by or on behalf of
               a  Participant,  including  the  net  worth  of  the  Trust  Fund
               attributable thereto, and his or her U.S. Energy Partners Deposit
               Subaccount.

          (c)  Employer  Contribution  Subaccount  shall mean that  portion of a
               Participant's   Thrift  Account  which  evidences  the  value  of
               Employer   Contributions   which   have   been   credited   to  a
               Participant's  Account  under  Section  5.1 of the Plan (less any
               forfeitures),   including   the  net  worth  of  the  Trust  Fund
               attributable  thereto,  and  his  or  her  U.S.  Energy  Partners
               Employer Contribution Subaccount.

         Section 2.56 "Trust  Agreement"  shall mean the  agreement  between the
Company and the Trustee which  provides for the management of the Trust Fund and
the investment of Deposits, Employer Contributions and Rollover Contributions to
the Plan and investment of the assets of ESOP Accounts and U.S.  Energy Partners
Accounts.

         Section 2.57 "Trust Fund" shall mean the aggregate of  Additional  Lump
Sum  Deposits,  Basic  and  Supplemental  Deposits  made  by  or  on  behalf  of
Participants,  Rollover Contributions and Employer Contributions,  together with
ESOP Accounts and U.S.  Energy  Partners  Accounts,  increased by any profits or
income  thereon,  and  decreased by any losses  thereon and by any payments made
therefrom.

         Section 2.58 "Trustee" shall mean any  individual(s) or  corporation(s)
by whom any assets of the Plan are held under the Trust Agreement.

         Section 2.59 "U.S.  Energy  Partners  Account" shall mean that separate
portion of an Account which evidences the assets transferred to the Plan for the
Account  of a  Participant,  pursuant  to the  merger of this Plan with the U.S.
Energy  Partners  401(k) Plan,  and which  consists of the sum of the  following
subaccounts of such Participant:

          (a)  U.S. Energy Partners Deposit Subaccount shall mean the portion of
               a Participant's  U.S. Energy Partners Account which evidences the
               value of  "Deferred  Compensation"  credited  to the  Participant
               under the U.S.  Energy  Partners  401(k) Plan,  including the net
               worth of the Trust Fund attributable thereto.

          (b)  U.S. Energy Partners Employer Contribution  Subaccount shall mean
               the portion of a Participant's U.S. Energy Partners Account which
               evidences  the  value  of  "Employer's  Matching   Contributions"
               credited to the Participant under the U.S. Energy Partners 401(k)
               Plan,  including  the net  worth of the Trust  Fund  attributable
               thereto."

         Section 2.60 "Year of Service" shall mean the twelve  consecutive month
period  beginning  on the first day of the month in which an Employee  commences
employment  with  the  Company  or  an  Affiliate  and  each  succeeding  twelve
consecutive month period beginning on the yearly anniversary of such day, during
which the  Employee  completes  not less than 1,000  Hours of  Service;  and the
determination  of whether an Employee  shall have  completed not less than 1,000
Hours of Service during any such period shall be made by crediting such Employee
with 190 Hours of Service for each  calendar  month  during such period in which
the  Employee is  entitled to be credited  with at least one Hour of Service for
such month.  For the purposes of this Section,  there shall be included  service
with the Company,  U.S.  Energy  Partners or an Affiliate as an Employee or as a
Leased Employee.

                                   ARTICLE III
                                  PARTICIPATION


         Section 3.1  Participation.  Each Employee may become a Participant  by
applying  with the  Record  Keeper to  establish  a Thrift  Account  or accept a
Rollover  Contribution on such Employee's behalf, when an ESOP Account or a U.S.
Energy  Partners  Account  was  established  on his or her  behalf  or when  the
Employee  elects to make  transfers of age and service  credits  pursuant to the
terms of the Cash Balance Plan and the Retirement  Choice  Program.  An Employee
who, at the time  he/she  becomes  employed  by the  Company or a  Participating
Affiliate is a participant in the Employee  Savings Plan shall be  automatically
enrolled in the Plan and account balances held in that plan shall be transferred
to this Plan.

         By contacting the Record Keeper and using its automatic  voice response
system,  the Employee can (a) arrange for the payment of an Additional  Lump Sum
Deposit to the Plan,  (b) authorize his or her Employer to withhold an amount in
a specified  percentage  of his or her  Compensation,  (c)  authorize his or her
Employer to accept a Rollover Contribution from another qualified corporate plan
in accordance with Section 4.12, (d) authorize establishing an Account to accept
transfers of age and service  credits  pursuant to the terms of the Cash Balance
Plan and the  Retirement  Choice  Program and (e)  authorize  the Record  Keeper
and/or Employer to pay any such amount to the Trustee for investment in a Thrift
Account under the Plan in accordance with the Employee's instructions.

         Participation in the Plan is entirely voluntary.

         Section 3.2 Effective  Date of  Participation.  The  effective  date of
participation  shall be the earliest of the following:  (a) participation in the
Plan shall be effective for an Employee and payroll  deductions  shall commence,
as soon as  practicable  after the Employee has applied to the Record Keeper for
participation;  (b)  participation  in the Plan for an Employee who, at the time
he/she  becomes  employed  by the  Company or a  Participating  Affiliate,  is a
participant  in the Employee  Savings  Plan,  shall be  effective  from the date
he/she first became a participant  in that plan; (c)  participation  in the Plan
for an Employee making a Rollover  Contribution or a transfer of age and service
credits pursuant to the terms of the Cash Balance Plan and the Retirement Choice
Program shall be effective as soon as practicable after such Employee's Rollover
Contribution  or transferred  age and service credits are accepted for transfer;
(d)  participation  of an Employee in the Plan with  respect to the ESOP Account
became  effective upon receipt by the Plan of the assets credited to the account
of such Employee in the Company's  TRASOP and/or PAYSOP  pursuant to a merger of
such plan or plans with this Plan; (e)  participation of an Employee in the Plan
with respect to the U.S. Energy Partners Account became  effective  December 16,
1996.


                                   ARTICLE IV
                                    DEPOSITS

         Section 4.1 Basic Deposits. An Eligible Employee may elect:

          (a)  to make Basic Nondeferred Deposits to the Plan in an amount equal
               to any integral multiple of 1% of his or her Compensation up to a
               total of 8% each pay period; or

          (b)  to have Basic  Deferred  Deposits made to the Plan by an Employer
               on his or her behalf in an amount equal to any integral  multiple
               of 1% of his or her  Compensation  up to a total  of 8% each  pay
               period; or

          (c)  to make,  or have made by an Employer  on his or her behalf,  any
               combination of Deposits under (a) or (b) above, totaling up to 8%
               of his or her Compensation each pay period;

subject to the limitations of Sections 4.5 and 5.4. Basic Deposits made by or on
behalf of a  Participant  shall be paid over by the  Employer to the Trustee and
deposited in the Trust Fund as soon as practicable  after  deduction and, in any
event,  within 90 days of deduction.  Such Basic  Deposits  shall be credited as
soon as practicable to such Participant's Basic Deposit Subaccount in the Plan.

         Section 4.2 Supplemental Deposits. Each Participant who is electing the
maximum permitted Basic Deposit to the Plan may also elect:

          (a)  to  make  Supplemental  Nondeferred  Deposits  to the  Plan in an
               amount  equal  to  any  integral  multiple  of 1% of  his  or her
               Compensation  to a total of 17% of his or her  Compensation  each
               pay period; or

          (b)  to have Supplemental Deferred Deposits made by an Employer on his
               or her behalf in an amount equal to any  integral  multiple of 1%
               of his or her  Compensation  up to a  total  of 17% of his or her
               Compensation each pay period; or

          (c)  to make,  or have made by an Employer  on his or her behalf,  any
               combination  of the  Deposits  specified  in  (a)  or (b)  above,
               totaling  up to 17% of his or her  Compensation  each pay period;
               subject to  limitations  of  Sections  4.5 and 5.4.  Supplemental
               Deposits made by or on behalf of a Participant shall be paid over
               by an Employer to the Trustee and  deposited in the Trust Fund as
               soon as practicable after deduction and, in any event,  within 90
               days of deduction.  Such Supplemental  Deposits shall be credited
               as soon as practicable to such Participant's Supplemental Deposit
               Subaccount in the Plan.

         Section 4.3 Additional  Lump Sum Deposits.  Within any Plan Year,  each
Participant  may make one or more  Additional Lump Sum Deposits on a Nondeferred
basis in the minimum  amount of $250.00 and in such total  amounts  which,  when
aggregated with such Participant's Basic Deposits and Supplemental  Deposits, do
not exceed 25% of his or her  Compensation for that Plan Year and subject to the
limitations of Sections 4.5, 4.12 and 5.4.  Additional Lump Sum Deposits made by
a  Participant  shall be paid  over by the  Record  Keeper  to the  Trustee  and
deposited in the Trust Fund as soon as  practicable,  but no later than 90 days,
after receipt.  Such  Additional  Lump Sum Deposits shall be credited as soon as
practicable to such Participant's Supplemental Deposit Subaccount in the Plan.

         Section  4.4.  Method of  Deposits.  Basic  Deposits  and  Supplemental
Deposits  by or on  behalf  of  Active  Participants  shall  be made by means of
payroll  deduction.  For  convenience  of  administration,  if the percentage of
Compensation  elected to be contributed to the Plan by an Active  Participant is
not equal to a whole  dollar  amount,  such amount will be increased to the next
whole dollar  amount in  establishing  the deduction to be made from such Active
Participant's  pay. In  addition,  if an Active  Participant's  Compensation  is
changed,  the resulting change in deduction shall be made as soon as practicable
after such change in Compensation.

         Additional  Lump Sum Deposits shall be paid directly by Participants to
the Record  Keeper who shall  forward them to the Trustee for  investment in the
Participant's  Thrift  Account  in  accordance  with  his  or her  then  current
investment direction.

         Section  4.5  Limit on  Deferred  Deposits.  In no event  may  Deferred
Deposits  for  any  Participant   attributable  to  any  taxable  year  of  such
Participant  (presumably the calendar year) exceed the amount  permitted by Code
section  402(g).  Where a Participant  elects under Section 4.1 to have Deferred
Deposits made by an Employer to the Plan which would otherwise  exceed the limit
of this Section 4.5,  such  excessive  Deferred  Deposits  shall be deemed to be
Nondeferred  Deposits to the Plan ("Deemed  Nondeferred  Deposits")  rather than
Deferred Deposits to the Plan; provided,  however,  that such Deemed Nondeferred
Deposits  shall be subject to the limits and rules of Sections  4.1 and 4.2; and
provided further,  that such Deemed  Nondeferred  Deposits shall be deemed to be
Basic Nondeferred Deposits (and, therefore, matched by Employer Contributions as
set forth in Article V) to the extent  possible under the limits of Sections 2.6
and 4.1,  taking into account other Basic Deferred and  Nondeferred  Deposits of
the Participant.

         Section 4.6. Distribution of Excess Deferral Amounts.

          (a)  Notwithstanding  any other provision of the Plan to the contrary,
               an  Employer  shall  distribute  any Excess  Deferral  Amount (as
               defined  below),   adjusted   according  to  Section  4.6(d),  to
               Participants who claim such allocable Excess Deferral Amounts for
               a calendar year.  Such  distribution  shall be made no later than
               the April 15th next  following  the end of the calendar  year for
               which such claim is made.

          (b)  For purposes of this Section 4.6,  "Excess Deferral Amount" shall
               mean the amount of Deferred Deposits for a calendar year that the
               Participant  allocates  to this Plan and claims  pursuant  to the
               election procedure set forth in Section 4.6(c) below.

          (c)  A Participant's election to claim an Excess Deferral Amount for a
               calendar  year shall be in  writing,  shall be  submitted  to the
               Committee no later than the March 1st next  following  the end of
               such calendar year,  shall specify the Excess Deferral Amount and
               shall state that if such amount is not  distributed,  such Excess
               Deferral Amount, when added to amounts deferred under other plans
               or  arrangements  described in Code  sections  401(k),  408(k) or
               403(b),  exceeds  the limit  imposed on the  Participant  by Code
               section 402(g) for the taxable year (calendar  year) in which the
               deferral occurred.

          (d)  The amount distributed to a Participant  pursuant to this Section
               4.6  with  respect  to a  calendar  year  shall be  increased  or
               decreased,   as  applicable,   by  investment  income  or  losses
               attributable  thereto.  If a loss  is  allocable  to  the  Excess
               Deferral Amount,  the amount  distributed  shall not be less than
               the lesser of (1) the Participant's  Deferred Deposit  Subaccount
               or (2) the  Participant's  Deferred  Deposits  for the Plan  Year
               during which the Excess Deferral Amount occurred.

         Section 4.7 Code Section 401(k) Limits on Deferred Deposits.

          (a)  Correction   of  Excess   Nondeferred   Deposits   and   Employer
               Contributions.  If the Committee  determines after the end of the
               Plan Year that the  nondiscrimination  limitation of Code section
               401(m) has not been satisfied,  Nondeferred Deposits and Employer
               Contributions (adjusted to reflect any income or losses allocable
               to such  excess  contributions  for the Plan  Year in which  such
               excess   contributions  were  made)  of  the  Highly  Compensated
               Employees  shall  be  distributed  to  such  Highly   Compensated
               Employees  to  eliminate  such excess  Nondeferred  Deposits  and
               Employer  Contributions;  provided,  however,  that the amount of
               excess Nondeferred Deposits and Employer Contributions for a Plan
               Year shall be determined  after the excess  Nondeferred  Deposits
               and   Employer   Contributions   that  are  treated  as  employee
               contributions due to recharacterization under Treasury Regulation
               section 1.401(m)-1(e)(2)(iii).

          (b)  Elimination of Amount of Excess Nondeferred Deposits and Employer
               Contributions.  The  amount of excess  Nondeferred  Deposits  and
               Employer  Contributions for a Highly  Compensated  Employee for a
               Plan Year is to be determined by the following  leveling  method,
               under which the contribution  percentage of a Highly  Compensated
               Employee with the highest  contribution  percentage is reduced to
               the extent required to--

               (1)  enable  the  Plan to  satisfy  the  contribution  percentage
                    limitation, or

               (2)  cause  such  Highly  Compensated   Employee's   contribution
                    percentage to equal the percentage of the Highly Compensated
                    Employee with the next highest contribution percentage.

         This  process  must be  repeated  until the Plan  satisfies  the actual
contribution percentage test.

          (c)  Return of Excess Nondeferred Deposits and Employer Contributions.
               Excess Nondeferred Deposits and Employer  Contributions which are
               returned to Highly Compensated Employees pursuant to this section
               4.7  shall  be   distributed   to  such   Employees  as  soon  as
               practicable,  without regard to any limitation  otherwise imposed
               by law or by the  provisions  of this Plan.  The amount of excess
               Nondeferred  Deposits  and  Employer  Contributions  for a Highly
               Compensated  Employee is then equal to total Nondeferred Deposits
               and  Employer  Contributions  taken into  account  for the actual
               contribution percentage test, minus the product of the Employee's
               contribution  ratio  and  the  Employee's  Compensation  used  in
               determining such ratio.

          (d)  Family  Aggregation  Rules.  In the case of a Highly  Compensated
               Employee whose actual  contribution ratio is determined under the
               family  aggregation  rules,  the  determination  of the amount of
               excess aggregate contributions shall be made as follows:

               (1)  the actual  contribution  ratio shall be reduced pursuant to
                    the leveling method described above, and

               (2)  the excess aggregate  contributions  are allocated among the
                    family  members in  proportion to the  contribution  of each
                    such family member.

         Section 4.8 Unmatched Employer Contributions.  If, as the result of the
operation of Sections  4.5, 4.6 and/or 4.7, and before the  operation of Section
4.9,  the  combined  Deposits of a  Participant  are adjusted in such a way that
Employer  Contributions  previously  made on behalf of a Participant  for a Plan
Year are no  longer  matched  by such  Participant's  Basic  Deposits,  then the
matching Employer Contributions allocated to such Participant's Account for such
Plan Year shall be reduced,  under  nondiscriminatory  rules  established by the
Committee,  to  the  extent  necessary  to  equal  the  percentage  of  Employer
Contributions  (as set forth in  Article V) with  respect  to the  Participant's
remaining  Basic Deposits for such Plan Year. The amount,  if any, of previously
allocated  Employer  Contributions  in  excess  of the  percentage  of  Employer
Contributions (as set forth in Article V) of the  Participant's  remaining Basic
Deposits shall be forfeited and applied to reduce future Employer  Contributions
to the Plan.

         Section 4.9 Code  Section  401(m)  Limits on  Nondeferred  Deposits and
Employer Contributions.

          (a)  Limitation.  Nondeferred  Deposits  by,  together  with  Employer
               Contributions on behalf of, Highly Compensated Participants for a
               Plan Year shall not exceed  the  amount  permissible  to meet the
               nondiscrimination tests of Code section 401(m).

          (b)  Distribution  of  Excess   Contributions   The  Committee  shall,
               consistent   with   regulations   under   the   Code,   establish
               nondiscriminatory  rules to meet the requirements of this Section
               4.9.

         Section  4.10   Changing   Deposit   Percentages   The   percentage  of
Compensation  deposited  in the Plan by or on behalf  of an  Active  Participant
shall continue in effect until such Active  Participant shall change the rate of
such Deposits. An Active Participant may change the rate of Deposits to a higher
or lower percentage of Compensation  within the limitations of Sections 4.1, 4.2
and 4.5 by  arranging  for such  change with the Record  Keeper or as  otherwise
prescribed by the Committee.  Any such change shall become  effective as soon as
practicable after receipt of the notice of change by the Record Keeper.

         Section 4.11 Suspension of Deposits.

          (a)  An Active Participant may suspend all of the Deposits to the Plan
               made by such  Participant  or on his or her behalf at any time by
               arranging  for such  suspension  with  the  Record  Keeper  or as
               otherwise  prescribed by the Committee.  Such suspension shall be
               effective as soon as  practicable  after receipt of the notice of
               suspension by the Record  Keeper,  and shall  continue until such
               Participant elects to have Deposits resumed by arranging therefor
               with the Record Keeper.  Payroll  deductions under the Plan shall
               begin again as soon as practicable  after such notice is received
               by the Record Keeper.

          (b)  If, after other required and authorized deductions from an Active
               Participant's pay, there is not sufficient money available in any
               pay period to make the entire  authorized  payroll  deduction for
               such  Participant's  Nondeferred  Deposits,  no payroll deduction
               shall be made therefor for that pay period.

          (c)  In case of any such total  suspension  of  Deposits,  pursuant to
               Section  4.11(a),   Employer  Contributions  on  behalf  of  such
               Participant shall be automatically suspended for a like period.

         Section  4.12  Limit  on  Additional  Lump  Sum  Deposits.  No  further
Additional  Lump Sum Deposits may be made by any Participant in any Plan Year in
which the aggregate amount of all of such Participant's  Deposits under the Plan
exceeds  25%  of  such  Participant's  Compensation  for  that  Plan  Year.  Any
Additional Lump Sum Deposits inadvertently received in excess of this limitation
shall  be  refunded  to  the  Participant  as  soon  as  practicable   following
determination of such excess.

         Section 4.13  Elections.  All elections  under this Article IV shall be
made at the time,  in the manner and subject to the  conditions as are specified
by  the  Committee.  Elections  of  Deferred  Deposits  shall  in all  cases  be
irrevocably  made prior to the  beginning  of the payroll  period for which such
elections  shall apply. In any year in which the Committee deems it necessary to
do so to meet the  requirements  of Section 4.5, 4.7, 4.9 or 5.4 or the Code and
the regulations  thereunder,  the Committee may reduce,  for that Plan Year, the
permissible   amount  of  Deposits  by  or  on  behalf  of  any  or  all  Active
Participants.

         Section 4.14  Rollover  Contributions.  Subject to such rules as may be
established by the Committee, an Employee may transfer Rollover Contributions to
the Plan,  to be  deposited  in his or her  Supplemental  Deposit  Account.  The
Employee  must  certify  that  such  amount  to  be  transferred  as a  Rollover
Contribution  qualifies  for  such  transfer  under  the  Code  and  regulations
thereunder  and must submit such  information or evidence,  satisfactory  to the
Committee,  that it may require in order to approve such transfer. The Committee
may impose  such  nondiscriminatory  requirements  on such  transfer as it deems
necessary  or  desirable.  In  addition,  Rollover  Contributions  shall then be
subject to all terms and  conditions  of this Plan and the Trust  Agreement  and
shall be treated in the same manner as Supplemental Deposits, unless the context
of the Plan or Trust requires otherwise.

         Section 4.15  Transfers  from the Employee  Savings Plan.  Any Employee
who, at the time  he/she  becomes  employed  by the  Company or a  Participating
Affiliate, is a participant in the Employee Savings Plan, shall automatically be
enrolled in the Plan and all  balances  in the  Employee  Savings  Plan shall be
transferred to the Plan and all contribution and investment  elections in effect
for the Employee Savings Plan shall remain in effect, subject to change pursuant
to the operation of Sections 4.10, 4.11 and 6.2 hereof.

                                    ARTICLE V
                             EMPLOYER CONTRIBUTIONS

         Section 5.1 Amount and Payment of Employer Contributions. Each Employer
shall  contribute  to the  Plan on  behalf  of  Participants  who  are  Eligible
Employees,  who are its  Employees  and who are making or having their  Employer
make on their  behalf  Basic  Deposits to the Plan an amount equal to 50% of the
aggregate of such Basic Deposits,  except to the extent that such Basic Deposits
are reduced or  distributed  as provided in Sections 4.5 through 4.9, and except
as provided in this Article V and in Section 11.4. Employer  Contributions shall
be allocated as Nondeferred.  Employer Contributions with respect to a Plan Year
shall be paid to the Trustee not later than the due date  (including  extensions
of time) for filing Enterprise's consolidated Federal income tax return for such
year.  All  Employer  Contributions  may be made  without  regard to  current or
accumulated  earnings of the Employer.  Notwithstanding the foregoing,  the Plan
shall be designated a profit sharing plan for purposes of Code sections  401(a),
402, 412 and 417.

         Section  5.2.  Employer   Contributions  in  Enterprise  Common  Stock.
Employer  Contributions  with  respect  to Basic  Deposits  in  excess  of 6% of
Compensation shall be made in shares of Enterprise Common Stock. Any such shares
credited  to a  Participant's  Account  shall be  acquired in the same manner as
shares  acquired for the Enterprise  Common Stock Fund  established  pursuant to
Section 7.2, be invested in that Fund and shall not be available for transfer to
any  other  Fund  or  withdrawal  from  the  Plan  prior  to  the  Participant's
termination of employment by the Company or any Affiliate.  Notwithstanding  the
foregoing,  any portion of a  Participant's  Account  invested in the Enterprise
Common Stock Fund that is  apportioned  for an  alternate  payee under a QDRO in
accordance  with Article XXII may be  transferred  out of such Fund or withdrawn
from the Plan at any time.

         Section 5.3.  Reduction of Employer  Contributions by Forfeitures.  The
amount of an  Employer's  Contribution  shall be  reduced  by the  amount of the
reduction  of  an  unmatched  Employer   Contribution   allocable  to  a  Highly
Compensated  Participant as provided in Sections 4.7, 4.8 and 4.9, by the amount
of any  forfeiture  as a result of  termination  of the  employment of an Active
Participant  as  provided  in  Section  11.2 or as a  result  of the  Employer's
inability to locate a Participant or beneficiary to whom a benefit  hereunder is
due as provided in Section 11.14.

         Section 5.4. Maximum Annual Additions.  The maximum Annual Addition, as
defined in Section 12.1, for any Plan Year to any Participant's  Account may not
exceed the amount provided for by Code section  415(c).  The rules governing the
application  of this Section 5.4 and other  limitations  imposed by Code section
415 are more fully set forth in Article XII.

         Section 5.5. Return of Employer Contributions.

          (a)  Notwithstanding  any provision of the Plan to the  contrary,  any
               Employer  Contribution  made to the Plan by reason of  mistake of
               fact  may  be  returned  to the  Employer  making  such  Employer
               Contribution,  provided the return of such Employer  Contribution
               is made  within one year from the date the  mistaken  payment was
               made and any  amount  so  returned  shall be  disposed  of as the
               Committee shall direct.

          (b)  If the Internal Revenue Service  determines that any contribution
               by an Employer to the Plan is not  deductible  under Code section
               404, such Employer  shall have the option,  which it may exercise
               within  one  year  after  the  date of the  disallowance  of such
               deduction, to have such contribution returned to the Employer and
               any amount so  returned  shall be  disposed  of as the  Committee
               shall direct.

         Section 5.6  Allocation  from Cash Balance  Plan.  Pursuant to the Cash
Balance Plan and the Retirement  Choice Program,  Participants  who so elect may
have certain  service and age points  otherwise  allocate to them under the Cash
Balance Plan made as an Employer Contribution to their Accounts under this Plan.
All  amounts so  elected  shall be  accepted  by the  Trustee  and  invested  in
accordance with Section 6.1. No amounts  attributable to Employer  Contributions
resulting from Participant  elections made pursuant to the Cash Balance Plan and
the Retirement  Choice  Program shall be available for withdrawal  from the Plan
until  the  Participant's  termination  of  employment  by  the  Company  or any
Affiliate.

                                   ARTICLE VI
                           THRIFT ACCOUNT INVESTMENTS

         Section 6.1 Investment of Deposits, Rollover Contributions and Employer
Contributions.  Deposits,  Rollover  Contributions and Employer Contributions to
the Plan shall be invested by the Trustee under the Trust Agreement in the Funds
established   pursuant  to  Section  7.1.  Upon  enrolling  in  the  Plan,  each
Participant shall specify, in such form as shall be prescribed by the Committee,
the percentage (which shall be an integral multiple of 1% - including 0% but not
exceeding  100% in the aggregate) of Deposits to his or her Thrift Account which
shall be invested in each of such Funds.  Subject to Section 5.2 with respect to
Employer   Contributions   related  to  Basic   Deposits  in  excess  of  6%  of
Compensation,  Employer  Contributions  shall be invested by the Trustee for the
Account of an Active  Participant in the same Funds and in the same  percentages
as directed by such Participant with respect to the Basic Deposits to his or her
Thrift Account.  Rollover  Contributions may be invested in funds under the Plan
in  such   dollar   amounts  as  shall  be   designated   by  the   Participant.
Notwithstanding  anything to the contrary herein, a Participant who, at the time
he/she becomes an Employee, is a participant in the Employee Savings Plan, shall
continue  the same  investment  elections as he/she  maintained  in the Employee
Savings Plan until a change in investment  direction is made in conformity  with
the Section 6.2 hereof.  Each  Participant  with a U.S. Energy Partners  Account
shall  specify,  in such  form as  shall be  prescribed  by the  Committee,  the
percentage  (which  shall be an integral  multiple of 1% - including  0% but not
exceeding  100% in the  aggregate) of his or her U.S.  Energy  Partners  Account
which  shall be invested  in each of the Funds  established  pursuant to Section
7.1; provided,  however,  that if the Participant fails to so specify,  the U.S.
Energy Partners Account shall be invested in a Fixed Income Fund.

         Section 6.2 Change in Investment  Direction.  Any investment  direction
given by a Participant  under Section 6.1 shall continue in effect until changed
by the Participant. A Participant may change any such direction by giving notice
of such change in the form  prescribed by the  Committee.  Any such change shall
become effective as soon as practicable after receipt of the notice of change by
the Record Keeper. A change in investment direction under this Section 6.2 shall
not automatically cause a transfer of investments under Section 6.3.

         Section 6.3 Transfer/  Reallocation of Investments.  Subject to Section
5.2 with respect to the  limitation  on the  transfer of Employer  Contributions
made in shares of Enterprise  Common Stock and Section 6.6  regarding  transfers
into and out of the Personal Choice Retirement Account Fund, a Participant may:

          (a)  direct that all or any part (in integral  multiples of 1%) of his
               or her interest in any one or more of the Funds be transferred to
               any one or more of the other  Funds,  except that no transfer may
               be made into a Participant's ESOP Account. A Participant may also
               transfer his or her ESOP Account assets (in integral multiples of
               1%,  but not  exceeding  100% in the  aggregate)  into any one or
               several of the Funds.  However, any transfer from a Fund shall be
               subject to such contractual  limitations regarding transfers from
               such Fund as may  exist  from  time to time  under the  contracts
               governing  investments held in such Fund. A direction to transfer
               all or a portion of a  Participant's  interest in a Fund shall be
               made by giving notice in the form  prescribed  by the  Committee.
               Subject to any  contractual  limitations  that may be applicable,
               any  such  transfer  shall be made as soon as  practicable  after
               receipt of the notice of such transfer by the Record Keeper; or

          (b)  reallocate  all or any part (in integral  multiples of 1%) of his
               or her  interest  among the  Funds,  except  that no funds may be
               reallocated into or out of a Participant's ESOP Account. Any such
               reallocation shall be subject to such contractual  limitations as
               may  exist  from  time  to time  under  the  contracts  governing
               investments  held in such Funds.  A  direction  to  reallocate  a
               portion of a  Participant's  interest  in a Fund shall be made by
               giving notice in the form prescribed by the Committee. Subject to
               any  contractual  limitations  that may be  applicable,  any such
               reallocation  shall be made as soon as practicable  after receipt
               of the notice of such reallocation by the Record Keeper.

         Section 6.4 Quarterly Automatic Rebalancing.  Subject to the limitation
contained in Section 5.2 with respect to the transfer of Employer  Contributions
made in shares of  Enterprise  Common  Stock and  excluding  investments  in the
Participant's ESOP Account and in the Personal Choice Retirement Account Fund, a
Participant may elect  automatically  rebalance his or her Account among some or
all of the Funds at the end of each calendar quarter. Any such rebalancing shall
also be  subject  to those  contractual  limitations  regarding  transfers  from
certain  Funds as may exist  from time to time  under  the  contracts  governing
investments  held in such Funds.  A direction  to elect to  quarterly  automatic
rebalancing  of a  Participant's  Account  shall be made by giving notice in the
form  prescribed  by the  Committee  and shall be in effect until an election is
made to discontinue  such  rebalancing.  Subject to any  applicable  contractual
limitations,  such rebalancing  shall commence as soon as practicable  after the
Record Keeper's receipt of the notice of such election and shall occur on, or as
soon as practicable following, the end of each subsequent calendar quarter.

         Section 6.5 Loans.  Participants  may receive  loans from their  Thrift
Accounts under the provisions of Section 11.13. A loan to a Participant shall be
considered an investment of such Participant's  Thrift Account and the principal
amount of the loan shall be treated as a separate  investment within the various
subaccounts.  Repayments of the  principal  amount of the loan shall reduce such
corresponding  investments of each such  subaccount in the inverse order of such
investment  and  repayments of such  principal  along with any accrued  interest
thereon shall be invested in the Funds in accordance with the Participant's then
current  investment  direction.  Loan amounts shall be taken from subaccounts in
the following order:

          (a)  Deferred Deposits;

          (b)  Unmatured Vested Employer Contributions;

          (c)  Matured Vested Employer Contributions;

          (d)  Rollover Contributions;

          (e)  Unmatured Post-1986 Nondeferred Deposits;

          (f)  Matured Post-1986 Nondeferred Deposits;

          (g)  Pre-1987 Nondeferred Deposits.

Loan  proceeds  shall  not  be  taken from a  Participant's  ESOP Account, from
assets invested in the Personal Choice  Retirement  Account Fund,   from   that
portion of a Participant's Thrift Account attributable to Employer Contributions
made  in  shares  of  Enterprise   Common  Stock  or  from  that  portion  of  a
Participant's  Account  attributable to age and service credits transferred from
the Cash Balance Plan as a result of Participant  elections made pursuant to the
Cash Balance Plan and the Retirement Choice Program.

         Section  6.6  Special  Rules  for  Investment  in the  Personal  Choice
Retirement  Account  Fund.  Notwithstanding  any  provision  of this Plan to the
contrary, the investment in the Personal Choice Retirement Account Fund shall be
subject to the following restrictions and limitations:

          (a)  only vested amounts in a Participant's Account may be transferred
               into the Personal Choice Retirement Account Fund;
          (b)  the minimum initial investment shall be $2,000;
          (c)  additional  investments  shall be in  minimum  amounts  of $1,000
               (therefore, no Basic Deposits,  Supplemental Deposits or Employer
               Contributions  may be made  directly  into  the  Personal  Choice
               Retirement Account Fund);
          (d)  transfers in to and out of the Personal Choice Retirement Account
               Fund shall be in whole dollar amounts only;
          (e)  with respect to transfers out of the Personal  Choice  Retirement
               Account  Fund,  the  Participant   must  designate  the  specific
               investment(s)  which  is(are) to be liquidated in order to effect
               the requested transfer;
          (f)  participation  shall be subject to an annual  participation  fee,
               initially  $50.00,  which may be changed by the  Committee at any
               time and from time to time;
          (g)  the annual  participation  fee shall be  deducted  on the day the
               Participant  first  invests  in the  Personal  Choice  Retirement
               Account  Fund,  and first  business  day of  January  thereafter,
               prorata from the portion of the  Participant's  Account  which is
               not invested in the Personal Choice Retirement Account Fund;
          (h)  all fees related to specific  transactions in the Personal Choice
               Retirement  Account  Fund  will be  deducted  directly  from  the
               Participant's Account (first, from the Personal Choice Retirement
               Account   Fund   Balance   and  then  from  the  balance  in  the
               Participant's other Funds;
          (i)  for the  period  10/1/99  through  9/30/00,  investment  shall be
               limited  to 50%  of  the  vested  balance  in  the  Participant's
               Account;
          (j)  for the  period  10/1/00  through  9/30/01,  investment  shall be
               limited  to 75%  of  the  vested  balance  in  the  Participant's
               Account;
          (k)  For the period 10/1/01 and beyond, any Participant  maintaining a
               balance  in the  Personal  Choice  Retirement  Account  Fund must
               maintain a minimum $500 vested balance in the Plan's other Funds;
          (l)  All transactions  within and from the Personal Choice  Retirement
               Account  Fund  shall be in settled  cash only and,  to the extent
               that a  transaction  has not settled,  further  transactions  and
               withdrawals from the Personal Choice Retirement Account Fund will
               not be available; and
          (m)  No transfer may be made  directly from the Stable Value Fund into
               the  Personal  Choice  Retirement  Account  Fund and any  amounts
               transferred from the Stable Value Fund must be invested in one of
               the Plan's  other  equity  funds for at least 90 days before they
               may be transferred  into the Personal Choice  Retirement  Account
               Fund.


                                   ARTICLE VII
                              THRIFT ACCOUNT FUNDS

         Section 7.1. Establishment of Funds. Except as provided in subparagraph
7.1(b), the following Funds shall be established  exclusively for the collective
investment of Trust Fund assets attributable to Participant Thrift Accounts,  as
directed by Participants:

          (a)  One  or  more  "Equities  Funds",   the  assets  of  which  shall
               principally be invested, directly or indirectly, in common stocks
               of domestic or foreign  corporations.  To the extent practicable,
               no Equities Fund shall invest in Enterprise Common Stock.

          (b)  One or more "Fixed Income Funds" the assets of which shall be (1)
               held  by an  insurance  company,  banking  institution  or  other
               corporate entity pursuant to an agreement  containing  provisions
               for  the  repayment  in full of the  amounts  transferred  to the
               insurance company,  banking institution or other corporate entity
               plus interest at a fixed annual rate for a specified  period,  or
               (2)  invested  in  direct   obligations   of  the  United  States
               Government agencies thereof,  or in obligations  guaranteed as to
               the  payment of  principal  and  interest  by the  United  States
               Government  or  agencies  thereof,   or  in  fully  insured  bank
               deposits,  or fixed income  private or public  securities  or (3)
               invested  in assets  that meet the  criteria in (1) and (2) whose
               benefit   responsiveness,   liquidity  and/or  maturity  date  is
               provided  for by a third  party,  or (4)  invested in  short-term
               investments, including, in all cases, a commingled fund or common
               trust  and  excluding,  in all  cases,  securities  issued by any
               Employer,   except  that  this  limitation  shall  not  apply  to
               securities  held by any commingled  fund or common trust in which
               any portion of a "Fixed Income Fund" shall be invested. The terms
               of such agreements and the identity of such insurance  companies,
               banking  institutions,  other  corporate  entities  and/or  third
               parties shall be determined by the Committee from time to time.

               At the election of the Committee, any Fixed Income Fund
               established  hereunder  may be merged or combined  with the fixed
               income fund  maintained by  the Company pursuant to the Employee
               Savings Plan.

          (c)  An  "Enterprise  Common  Stock  Fund",  the assets of which shall
               principally be invested in Enterprise Common Stock.

          (d)  One or more  "Equities  Index  Funds",  the assets of which shall
               principally be invested, directly or indirectly, in common stocks
               substantially comprising the Standard and Poor's 500 Index.

          (e)  One or more "Government  Obligations  Funds", the assets of which
               shall  principally be invested,  directly or indirectly,  in debt
               obligations  issued or  guaranteed by the U. S.  Government,  its
               agencies or instrumentalities.

          (f)  One or more  "Balanced  Funds",  the  assets  of  which  shall be
               principally invested, directly or indirectly, in a combination of
               the  common  stocks  and  fixed-income   securities  of  domestic
               corporations.

          (g)  One or more "Bond Funds",  the assets of which shall  principally
               be   invested,   directly  or   indirectly,   in  U.S.   taxable,
               investment-grade debt obligations.

          (h)  One or more  "Personal  Choice  Retirement  Account  Funds",  the
               assets of which will be invested in individual stocks,  bonds and
               mutual funds as directed by the Participant

         Notwithstanding  the  foregoing,  any or all of the above  Funds may be
temporarily  maintained  in cash,  or may be invested  directly or indirectly in
certain short-term  obligations as permitted by the Trust Agreement.  Dividends,
interest and other income in respect of any Fund shall be reinvested in the same
Fund to the extent not used to pay  expenses  of the Plan.  Except as  otherwise
limited  by  the  provisions  of  this  Plan,  withdrawals,   distributions  and
forfeitures,  except as otherwise  specified  in the Plan,  shall be charged pro
rata  against  the  various  Funds in which  the  subaccounts  from  which  such
withdrawals, distributions or forfeitures are then invested.

         Section 7.2 Enterprise Common Stock Fund.

          (a)  Enterprise Common Stock purchased for the Enterprise Common Stock
               Fund shall be  purchased  by the  Trustee  on the open  market or
               directly from  Enterprise  should  Enterprise  elect to make such
               sales.

          (b)  If  Enterprise  shall elect to sell shares of  Enterprise  Common
               Stock  directly to the Plan,  the price to be paid by the Trustee
               for any such  purchases  shall be the average of the high and low
               sales  prices of  Enterprise  Common Stock as reported by the New
               York Stock Exchange, Inc. on the date of purchase.

          (c)  All voting  discretion,  including the power to decide whether or
               not to tender Enterprise Common Stock in connection with a tender
               offer, with respect to the shares of Enterprise Common Stock held
               under the  Enterprise  Common  Stock  Fund for the  Account  of a
               Participant (whether vested or not vested) shall be vested in the
               Trustee.  However,  the  Trustee  shall  vote all such  shares in
               accordance  with the  directions  of such  Participant.  Within a
               reasonable  time before voting  rights are to be  exercised,  the
               Company or the Trustee shall cause to be sent to each Participant
               entitled  to  give  voting   instructions  all  information  that
               Enterprise has or will  distribute to  shareholders of Enterprise
               Common Stock regarding the exercise of such voting rights. Shares
               with respect to which no voting  instructions  are received shall
               not be voted by the Trustee.

          (d)  If, during the course of the Plan, Enterprise should grant to the
               holders of  Enterprise  Common  Stock  rights to  subscribe to an
               issue or issues of  securities  of  Enterprise,  any such  rights
               attaching  to the shares of  Enterprise  Common Stock held by the
               Trustee under the  Enterprise  Common Stock Fund shall be sold by
               the  Trustee and the net  proceeds  applied by the Trustee to the
               purchase of  Enterprise  Common Stock on the open market for such
               Fund.  Stock  dividends on shares held by the  Enterprise  Common
               Stock Fund, and stock issued upon any split of such shares, shall
               be credited to such Enterprise Common Stock Fund.

                                  ARTICLE VIII
                                 THRIFT ACCOUNTS

         Section 8.1  Establishment  of Thrift  Accounts.  The  Committee  shall
maintain or cause to be maintained a Thrift Account for each  Participant  which
shall  consist  of  the  following   subaccounts:   Basic  Deposit   Subaccount,
Supplemental Deposit Subaccount and Employer Contribution Subaccount, the assets
of which  shall be  invested  as  provided  in Section  5.2 or  pursuant  to the
direction of the  Participant as provided in Article VI. The assets of each such
subaccount  of the Thrift  Account  shall be  identified  as to  Nondeferred  or
Deferred.

         Section 8.2 Measure of Thrift Accounts.

          (a)  The interests of  Participants  in the Funds shall be measured by
               participating  units in the particular Fund, the number and value
               of which shall be  determined as of each business day as provided
               in the next  paragraph.  Each  participating  unit  shall have an
               equal  beneficial  interest  in the  Fund,  and none  shall  have
               priority or preference over any other.

          (b)  As soon as  practicable  at the end of  each  business  day,  the
               Trustee  shall  determine  the value of each such Fund as of such
               business day in the manner  prescribed  in Section 8.3. The value
               so   determined   shall  be  divided  by  the  total   number  of
               participating  units  allocated to the  Accounts of  Participants
               participating  in such Fund in accordance  with subsection (a) as
               of the prior  business day. The resulting  quotient  shall be the
               value  of a  participating  unit  as of  such  business  day  and
               participating  units shall be  allocated,  as such value,  to and
               from the Fund subaccounts of Participants for all transactions by
               them or on their behalf with respect to the current business day.
               The value of all  participating  units allocated to Participants'
               Fund  subaccounts  shall be redetermined in a similar manner each
               succeeding   business  day  and  participating   units  shall  be
               allocated to and from the Accounts of Participants  participating
               in such Fund at such value for all  transactions  with respect to
               such business day.  Fractional  units shall be calculated to such
               number of decimal  places as shall be determined by the Committee
               from time to time.

          (c)  If a Participant shall direct pursuant to Section 6.3 that his or
               her interest in a Fund or any part thereof  shall be  transferred
               to another Fund or Funds, or if such Participant's  interest in a
               Fund or any part thereof is distributed,  withdrawn,  borrowed or
               forfeited  under  Articles IV or XI, the number of  participating
               units  representing  such  interest or portion  thereof as of the
               applicable  business day shall be  cancelled  for purposes of any
               subsequent  determination  of  the  number  of and  value  of the
               participating units in such Fund.

         Section 8.3 Valuation of Funds.  The value of a Fund as of any business
day shall be the market value of all assets (including any uninvested cash) held
by the Fund as determined  by the Trustee,  reduced by the amount of any accrued
liabilities of the Fund on such business day and increased by Deposits, Rollover
Contributions and Employer  Contributions with respect to such business day. The
Trustee's determination of market value shall be binding and conclusive upon all
parties.

         Section 8.4 Valuation of Thrift Accounts.  The value of a Participant's
subaccount  for any  Fund as of any  business  day  shall  be the  value  of the
participating  units allocated to the Participant's  subaccount for such Fund as
of such  business day. The value of a  Participant's  Account as of any business
day shall be the  aggregate  of the values of such  subaccounts,  determined  as
provided in the preceding Sections of this Article VIII.

         Section 8.5 Separate Accounting.  The amounts of Deferred Deposits in a
Participant's Thrift Account shall at all times be separately accounted for from
other amounts in such Thrift Account, by allocating  investment gains and losses
on Deferred  Deposit amounts on a reasonable pro rata basis and by adjusting the
Deferred and other portions of the subaccounts of a Participant's Thrift Account
for withdrawals,  distributions,  borrowings and contributions.  Gains,  losses,
withdrawals, distributions, borrowings, forfeitures and other credits or charges
shall be separately  allocated  between such Deferred  Deposit amounts and other
portions of the subaccounts on a reasonable and consistent basis.

                                   ARTICLE IX
                                  ESOP ACCOUNTS

         Section 9.1 Maintenance of Separate  Accounts.  Each ESOP Account shall
be  maintained on the basis of shares of  Enterprise  Common Stock  allocated to
such ESOP Account, with each ESOP Account being credited with the number of full
and fractional shares of Enterprise Common Stock so allocated.

         Section 9.2 Allocation of Distributions. Any distributions received by
the Plan with respect to Enterprise  Common Stock  allocated to a  Participant's
ESOP Account shall be allocated to such ESOP Account.

         Section 9.3 Withdrawals or Transfers.

          (a)  Notwithstanding  any  provision  in the Plan to the  contrary,  a
               Participant may withdraw in accordance with Sections 11.3 or 11.4
               or  transfer  in  accordance  with  Section  6.3,  the  shares of
               Enterprise  Common Stock allocated to Participant's  ESOP Account
               or the cash value thereof.

          (b)  With  respect  to  an  election  of  a  Participant  to  withdraw
               Enterprise  Common Stock from  Participant's  ESOP  Account,  the
               shares  of  Enterprise  Common  Stock,  or the cash  value at the
               election of the  Participant,  shall be distributed in accordance
               with  Article  XI,  provided  that  such  Participant  elects  to
               withdraw  all full and  fractional  shares of  Enterprise  Common
               Stock  allocated to such ESOP Account or the cash value  thereof.
               Such  distribution  shall  be made as soon as  practicable  after
               receipt by the Record  Keeper of the  Participant's  election  to
               withdraw.

          (c)  With respect to an election of a Participant to transfer the cash
               value of all full and  fractional  shares  of  Enterprise  Common
               Stock from the  Participant's  ESOP Account to the  Participant's
               Thrift   Account,   such  transfer  shall  be  made  as  soon  as
               practicable   after   receipt  by  the   Record   Keeper  of  the
               Participant's  election to  transfer,  shall be  deposited in the
               Participant's  Thrift  Account,  shall be invested in one or more
               (in  multiples  of 1% up to an  aggregate  of 100%) of the Thrift
               Account Funds as such Participant  shall designate and thereafter
               shall be deemed a Rollover  Contribution and treated accordingly.
               The  cash  value  of each  share of  Enterprise  Common  Stock so
               transferred  shall be equal to the price of a share of Enterprise
               Common Stock actually received by the Trustee.

          (d)  A Participant may not borrow from his or her ESOP Account.


         Section 9.4 Dividends and Other Income.  Unless  otherwise  directed as
hereinafter  provided,  dividends paid in cash with respect to Enterprise Common
Stock  allocated to a  Participant's  ESOP Account shall be  distributed  to the
Participant as soon thereafter as practicable  and, in any event, not later than
90 days after the close of the Plan Year in which paid.  Enterprise Common Stock
delivered  to  the  Trustee  pursuant  to  a  stock  dividend,  stock  split  or
reorganization,  shall be allocated to the ESOP Account of  Participants in that
proportion  which the shares of each  Participant's  ESOP  Account  bears to the
total shares of all Participants' ESOP Accounts.

         Section 9.5 Voting of ESOP Account Common Stock. As provided in Section
7.2 with respect to the Enterprise Common Stock Fund, all voting discretion with
respect to stock held in a  Participant's  ESOP Account,  including the power to
decide  whether or not to tender  Enterprise  Common Stock in connection  with a
tender offer, shall be vested in the Trustee. Each Participant shall be entitled
to direct the Trustee as to the manner in which voting  rights  attributable  to
Enterprise  Common Stock (including  fractional  shares or fractional  rights to
shares) allocated to such Participant's ESOP Account are to be exercised. Within
a reasonable  time before voting rights are to be exercised,  the Trustee or the
Company  shall  cause to be sent to each  Participant  entitled  to give  voting
instructions   all  information  that  Enterprise  has  or  will  distribute  to
shareholders  of Enterprise  Common Stock  regarding the exercise of such voting
rights.  Such voting  rights  shall be  exercised by the Trustee but only to the
extent  directed  by a  Participant.  Shares  with  respect  to which no  voting
instructions are received shall not be voted by the Trustee.

                                    ARTICLE X
                                     VESTING


         Section 10.1 Vesting of Employer Contributions.

          (a)  Upon  completion of five Years of Service,  a  Participant  shall
               have a  100%  vested  interest  in  his  or  her  Thrift  Account
               attributable  to  Employer  Contributions  made on behalf of such
               Participant  during any Plan Year. In addition,  if a Participant
               is eligible for Retirement,  suffers a Disability, is Laid Off or
               dies, such  Participant  shall have a 100% vested interest in his
               or her Thrift Account attributable to Employer  Contributions for
               all Plan  Years.  Also  notwithstanding  anything  herein  to the
               contrary,  a  Participant  who  is an  Employee  of  CEA  Kennedy
               Operators, Inc. or CEA Stony Brook Operators, Inc. on the date of
               the  sale of his or her  respective  Employer  shall  have a 100%
               vested  interest  in his or her Thrift  Account  attributable  to
               Employer Contributions for all Plan Years of participation.


          (b)  A Participant  will become vested in the value of his or her U.S.
               Energy Partners Employer Contribution Subaccount according to the
               following schedule based on his or her Years of Service:

               Years of                     Vested
               Service                    Percentage
               -------                    ----------
               Less than one                   0
               One                            20
               Two                            40
               Three                          60
               Four                           80
               Five or more                  100

               In the case of a Participant who has received a  withdrawal  or a
               distribution  under  Article  XI at a time when his or her vested
               percentage  in  his  or  her  U.S.   Energy   Partners   Employer
               Contribution  Subaccount was at least 20% but less than 100%, and
               who is  employed by the Company or an  Affiliated  Company  after
               receiving  such a withdrawal or  distribution,  the amount of the
               vested  portion  of his  or her  U.S.  Energy  Partners  Employer
               Contribution  Subaccount  shall be  determined  according  to the
               following formula:

                        Amount of the Vested Portion = P(AB + D) - D

               P  is   the   vested  percentage at the relevant  time (e.g.,  at
               subsequent  termination of employment).  AB  is the U.S.  Energy
               Partners   Employer  Contribution  Subaccount  balance  at    the
               relevant  time.  D  is  the  amount of  the  prior  distribution
               attributable to U.S. Energy Employer Contribution Subaccount.

               (c)  For purposes of determining Years of Service,  a Participant
                    shall  not be  considered  to  have  interrupted  his or her
                    continuous service as a result of a leave of absence or as a
                    result of a termination  of employment;  provided,  however,
                    that the  periods  of  absence  from  employment  for  these
                    reasons  shall not be counted  toward  Years of Service  for
                    vesting purposes.

         Section 10.2 Vesting of Deposits,  Rollover  Contributions and the ESOP
Account. A Participant's  interest in his or her Thrift Account  attributable to
Deposits  and Rollover  Contributions  for all Plan Years and in his or her ESOP
Account shall be 100% vested at all times.

                                   ARTICLE XI
                      ACCOUNT DISTRIBUTIONS AND WITHDRAWALS

         Section  11.1  Distribution  Upon  Retirement,  Disability,  Lay Off or
Death.  If a  Participant  terminates  employment  on account of  Retirement  or
Disability,  is Laid Off or dies, then, in that event, the Participant's  Thrift
Account, determined as of the business day coinciding with or next following the
date of the last Deposit made by or which would have been made on behalf of such
Participant, together with the Participant's ESOP Account, shall:

          (a)  if the value of such Account as so  determined is $5,000 (or such
               other amount established by law) or less, be distributed, subject
               to the provisions of Section 11.10(c),  as soon as practicable to
               the Participant,  or in the case of death of the Participant,  to
               the  Participant's  beneficiary as determined in accordance  with
               Article XIV or, if none, to the Participant's estate; or

          (b)  if the value of such Account as so determined shall exceed $5,000
               (or such other amount  established by law), be  distributed  upon
               the earliest of the  Participant's  Required  Beginning Date, the
               death of such  Participant or the receipt by the Record Keeper of
               an application for  distribution  (which may be for less than all
               of the Participant's Account balance provided,  however, that the
               amount  of  distribution  shall be at  least  $200,  unless  such
               distribution   is  of  100%  of  the  remaining   value  of  such
               Participant's Account) in a form prescribed by the Committee.

         Section 11.2 Distribution  Upon Other  Termination of Employment.  Upon
termination of a Participant's  employment with an Employer or for reasons other
than  Retirement,  Disability,  Lay Off or  death,  the  vested  portion  of the
Participant's Account, determined as of the business day coinciding with or next
following  the date of the last Deposit made by or which would have been made on
behalf of such  Participant,  or, if none, the business day  coinciding  with or
next following the date of termination, shall:

          (a)  if the value of such Account as so  determined is $5,000 (or such
               other amount established by law) or less, be distributed, subject
               to the provisions of Section 11.10(c),  as soon as practicable to
               the  Participant,  or,  in the case of  death of the  Participant
               after  termination of employment but prior to such  distribution,
               to  the   Participant's   beneficiary,   or,  if  none,   to  the
               Participant's estate; or

          (b)  if the value of such Account as so determined shall exceed $5,000
               (or such other amount established by law) be distributed upon the
               earliest of the Participant's  Required Beginning Date, the death
               of the  Participant  or the  receipt by the  Record  Keeper of an
               application for  distribution  (which may be for less than all of
               the  Participant's  Account balance provided,  however,  that the
               amount  of  distribution  shall be at  least  $200,  unless  such
               distribution   is  of  100%  of  the  remaining   value  of  such
               Participant's Account) in a form prescribed by the Committee.

         Any nonvested  portion of the Participant's  Account,  determined as of
the date of termination,  shall be forfeited and shall be applied  thereafter to
reduce a subsequent contribution or contributions of the Employer as provided in
Section 5.2. If such former  Participant  is rehired by an Employer on or before
the end of and is  employed  by an  Employer  at the end of the fifth  Plan Year
after the Plan Year in which  such  termination  occurred,  then such  nonvested
portion of the Participant's Account shall be reinstated by the Employer and the
Participant's  right thereto shall be determined as if the  Participant  had not
terminated  employment,  provided  that the  Participant  repays to the Plan the
amount of any  distribution  paid to him or her on account of the termination of
employment.

         The nonvested  portion of the Participant's  Account,  determined as of
the date of  termination,  shall be  forfeited as of the earlier of (i) the date
the  Participant  receives a cash-out  distribution  as  described  in  Treasury
Regulation  section  1.411(a)-7(d)  or (ii)  the time at  which  the  terminated
Participant  experiences five consecutive  one-year breaks in service, and shall
be applied  thereafter to reduce a subsequent  contribution or  contributions of
the Employer as provided in Section 5.2.


         Section 11.3 Partial Distributions Following Termination of Employment.
A  Participant  who elects  pursuant  to Section  11.1(b) or 11.2(b) to continue
participation in the Plan following termination of employment may, subsequent to
such  Participant's  termination  of employment but prior to his or her Required
Beginning  Date,  upon  application  to the  Committee  in such format as it may
determine, withdraw all or part of such Participant's Account in minimum amounts
of  $200.00  per  withdrawal.  Such  withdrawals  may be  limited  to  after-tax
withdrawals.

         Withdrawals shall be taken from a Participant's Thrift Plan subaccounts
in the following order:

          (a)  After-tax withdrawals:
               (1)  Pre-87 Nondeferred Deposits;
               (2)  Post-86 Nondeferred Deposits and earnings thereon;
               (3)  Earnings on Pre-87 Nondeferred Deposits.

          (b)  Partial withdrawals:
               (1)  Pre-1987 Nondeferred Deposits;
               (2)  Post-1986 Nondeferred Deposits and earnings thereon;
               (3)  Rollover Contributions and earnings thereon;
               (4)  Earnings on pre-1987 Nondeferred Deposits;
               (5)  Vested Employer Cash Contributions and earnings thereon;
               (6)  Vested Employer Stock Contributions and earnings thereon;
               (7)  Vested  Employer  Cash  Balance  Contributions  and earnings
                    thereon;
               (8)  Deferred Deposits and earnings thereon.

<PAGE>

         Section  11.4   Withdrawal   of   Nondeferred   Deposits  and  Employer
Contributions During Employment.

          (a)  A  Participant  may, by  application  to the Record Keeper in the
               form  prescribed by the  Committee,  request to withdraw from the
               Plan any or all of his or her  Nondeferred  Deposits and earnings
               thereon,  Rollover  Contributions and earnings thereon and Vested
               Employer   Contributions   (except  for  Employer   Contributions
               resulting  from  Participant  elections made pursuant to the Cash
               Balance  Plan)  shall  be  available  for  withdrawal  as well as
               earnings thereon;  provided,  however,  that the amount withdrawn
               shall be at least $200,  unless such withdrawal is of 100% of the
               value of such Participant's Thrift Account.

          (b)  If a withdrawal includes Deposits that are not Matured,  Employer
               Contributions with respect to such Participant shall be suspended
               for a period of three months.

          (c)  Withdrawals  shall  be taken  from a  Participant's  Thrift  Plan
               subaccounts in the following order:

               (1)  Pre-1987 Nondeferred Deposits;
               (2)  Matured Post-1986 Nondeferred Deposits and earnings thereon;
               (3)  Unmatured  Post-1986   Nondeferred   Deposits  and  earnings
                    thereon;
               (4)  Rollover Contributions and earnings thereon;
               (5)  Earnings on pre-1987 Nondeferred Deposits;
               (6)  Matured Vested Employer Contributions and earnings thereon;
               (7)  Unmatured   Vested  Employer   Contributions   and  earnings
                    thereon.

          (d)  Except as provided in Section 6.6 with respect to a Participant's
               investment in the Personal  Choice  Retirement  Account Fund, any
               withdrawal  made by a  Participant  pursuant to this Section 11.4
               shall be made from all Funds in which the  Nondeferred  Deposits,
               Rollover Contributions and Employer Contributions by or on behalf
               of such  Participant  are  invested and shall be charged pro rata
               against such subaccounts in the Participant's Thrift Account.

          (e)  The amount of any  withdrawal  made by a Participant  pursuant to
               this  Section  11.4  shall be  determined  as of the close of the
               business day on which the notice of withdrawal is received by the
               Record Keeper.

          (f)  Notwithstanding any of the foregoing,  no withdrawals of Employer
               Contributions  made in  shares  of  Enterprise  Common  Stock  or
               resulting  from  Participant  elections made pursuant to the Cash
               Balance Plan and the Retirement Choice Program shall be permitted
               prior to the  date  that the  Participant  terminates  his or her
               employment.

         Section 11.5 Withdrawals of Deferred  Deposits During  Employment After
Age 59 1/2. A  Participant  over the age 59 1/2 may withdraw all or a portion of
the value of his or her Thrift Account  attributable  to the Deferred  Deposits.
The value of such Deferred  Deposits for the purpose of such withdrawal shall be
determined as of the close of the business day in which the notice of withdrawal
is received by the Record  Keeper.  The minimum  withdrawal  permitted  shall be
$200,  unless  such  withdrawal  is 100% of the  current  value of the  Deferred
portion of a Participant's Thrift Account.

         Section 11.6 Hardship Withdrawals.

          (a)  Upon the  application  of any  Participant,  or his or her  legal
               representative,  the  Committee,  in  accordance  with a  uniform
               nondiscriminatory   policy,  shall  permit  such  Participant  to
               withdraw  such  portion of the value of his or her vested  Thrift
               Account as deemed to be necessary for the purpose of:

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

               (2)  Costs directly related to the purchase  (excluding  mortgage
                    payments) of a principal residence of the Participant;

               (3)  Payment of tuition and related educational fees for the next
                    12 months of  post-secondary  education for the Participant,
                    the  Participant's  spouse,  children or any  dependents (as
                    defined in Code section 152) of the Participant; or

               (4)  Payments   necessary   to  prevent   the   eviction  of  the
                    Participant  from his principal  residence or foreclosure on
                    the mortgage of the Participant's principal residence.

          (b)  A Participant or legal  representative  making  application under
               this  Section  11.6 shall have the  burden of  presenting  to the
               Committee  satisfactory  proof of such need. The Committee  shall
               not permit  withdrawal under this Section without first receiving
               such  proof  as it  shall  deem  necessary  to  demonstrate  such
               hardship.

          (c)  The  amount  which  may  be  withdrawn  shall  be  withdrawn,  as
               necessary, in the following order:

               (1)  Nondeferred   Deposits   together   with   vested   Employer
                    Contributions,  in the order prescribed by Section 11.4, but
                    without regard to the  limitations on withdrawals of Section
                    11.4;

               (2)  Deferred Supplemental Deposits; and

               (3)  Deferred Basic Deposits.

          (d)  A  withdrawal  will be  deemed  to be  necessary  to  satisfy  an
               immediate and heavy financial need of a Participant if all of the
               following requirements are satisfied:

               (1)  The  withdrawal  is  not in  excess  of  the  amount  of the
                    immediate and heavy financial need of the Participant,

               (2)  The Participant has obtained all  distributions,  other than
                    hardship  withdrawals,  and all nontaxable  loans  currently
                    available under all plans maintained by his or her Employer,

               (3)  The Participant is prohibited under the terms of the Plan or
                    an  otherwise  legally  enforceable  agreement  from  making
                    elective  contributions  and employee  contributions  to the
                    Plan and all other  plans  maintained  by the  Company or an
                    Affiliate  for at  least  12  months  after  receipt  of the
                    hardship withdrawal, and

               (4)  The Plan and all other  plans  maintained  by the  Employer,
                    provide  that  the   Participant   may  not  make   elective
                    contributions for the Participant's taxable year immediately
                    following  the taxable  year of the hardship  withdrawal  in
                    excess of the applicable limit under Code section 402(g) for
                    such next taxable year less the amount of such Participant's
                    elective  contributions for the taxable year of the hardship
                    withdrawal. A Participant shall not fail to be treated as an
                    eligible  Participant  for purposes of paragraph (b) of this
                    Section  merely  because he is suspended in accordance  with
                    this provision.

               (e)  If a  Participant  shall make a withdrawal  pursuant to this
                    Section 11.6, then

                    (1)  the Participant shall not be permitted to make Deposits
                         (including  Additional  Lump Sum  Deposits) to the Plan
                         during  the one year  period  beginning  on the date of
                         receipt of such withdrawal; and

                    (2)  a Participant's Deferred Deposits for the Participant's
                         taxable  year next  following  the taxable  year of the
                         hardship   withdrawal   may  not   exceed   the   limit
                         established  under Code section  402(g) less the amount
                         of Deferred  Deposits  made by the  Participant  in the
                         year of such withdrawal.

               (f)  Amounts  available for hardship  withdrawals with respect to
                    Deferred  Deposits  will  be  limited  to  the  amount  of a
                    Participant's  Deferred  Deposits,  plus earnings  allocable
                    thereto which were credited to Participant's  Accounts as of
                    December 31, 1988, less the amount of any previous  hardship
                    withdrawals.

               (g)  A hardship  withdrawal  from the Thrift Account shall not be
                    permitted  unless  and until a  Participant  has  withdrawn,
                    pursuant to Section  9.3, all  Enterprise  Common Stock from
                    his or her ESOP Account.

               (h)  The hardship  withdrawal shall be paid to the Participant in
                    the amount approved as soon as practicable  after his or her
                    application is approved by the Committee.

               (i)  Notwithstanding  any of the  foregoing,  no  withdrawals  of
                    Employer  Contributions  made in shares of Enterprise Common
                    Stock or resulting from Participant  elections made pursuant
                    to the Cash Balance Plan and the  Retirement  Choice Program
                    shall be  permitted  prior to the date that the  Participant
                    terminates his or her employment.

         Section 11.7. Suspension of Participation. If a Participant shall cease
to be an Eligible  Employee,  Deposits and Employer  Contributions to his or her
Thrift  Account shall be suspended and no Additional  Lump Sum Deposits shall be
permitted to be made during the period of  ineligibility.  Distribution  of such
Participant's Account shall be deferred until such Participant's  termination of
employment with an Employer, whereupon the Participant's Thrift Account shall be
distributed  in accordance  with the  applicable  provisions of this Article XI.
Such  Participant  shall  continue to be deemed a  Participant  for all purposes
other than for Articles IV and V during such period of ineligibility.

         Section  11.8  Transfer  of  Employment.  If  a  Participant  shall  be
transferred to the employ of an Affiliate which is not an Employer, distribution
of such  Participant's  Account shall be deferred  until the  Participant  is no
longer  in  the  employ  of  the  Employer  or  any  Affiliate,   whereupon  the
Participant's  Account shall be  distributed  in accordance  with the applicable
provisions of this Article XI. Such transferred Participant shall continue to be
deemed a  Participant  for all purposes  other than for Articles IV and V during
such period of deferral of distribution.

         Section 11.9 Form of Distributions.

          (a)  All distributions  from the Plan shall be made in money by check,
               except that in the case of a lump sum  distribution  only,  other
               than a hardship  withdrawal  in  accordance  with Section 11.6, a
               Participant  may,  by  notice  to the  Record  Keeper in the form
               prescribed by the  Committee,  (i) elect to have any whole shares
               of Enterprise Common Stock held for such Participant's Enterprise
               Common Stock Fund subaccount  and/or ESOP Account  distributed in
               shares of  Enterprise  Common Stock (the value of any  fractional
               shares shall be paid in money by check) and/or (ii) elect to have
               particular assets held in the Personal Choice Retirement  Account
               Fund  transferred  to an individual  retirement  account with the
               vendor  administering  the Personal - Choice  Retirement  Account
               Fund.  Any such  election  may be made at any  time  prior to the
               distribution  under Sections 11.1 and 11.2 or prior to receipt by
               the Record  Keeper of the notice of  withdrawal  in the case of a
               distribution  under Sections 11.3 or 11.4. If no such election is
               made, the entire value of the amount of the Participant's Account
               being distributed shall be distributed in money by check.

          (b)  All  distributions  from the Plan  shall be made in one lump sum,
               with the following exceptions:

               (1)  In the case of a distribution  from a Participant's  Account
                    on account of a Participant's  Retirement,  such Participant
                    may  elect to have his or her  Account,  including  the ESOP
                    Account,  which is to be transferred  into one of the Thrift
                    Account Funds,  distributed in annual or quarterly  payments
                    in money by check by the Trustee in amounts as nearly  equal
                    as possible for a specified number of years up to ten years.
                    Each payment  shall be an amount equal to the  Participant's
                    Thrift  Account  as of the  applicable  date  divided by the
                    number of payments remaining.

               (2)  In the  case of a  distribution  from a  Participant's  U.S.
                    Energy Partners Account which exceeds,  or has ever exceeded
                    at the time of any prior  distribution,  $3,500, if any, the
                    Participant  may  elect  to  have  his  or her  U.S.  Energy
                    Partners Account distributed in one of the following forms:

                    (A)  in the  form of a joint  and  survivor  annuity  with a
                         benefit following the Participant's death continuing to
                         the  Participant's  spouse during the spouse's lifetime
                         at a rate  equal  to  100%  (or,  at the  Participant's
                         election,  50%) of the  rate  at  which  benefits  were
                         payable to the Participant.

                    (B)  in the form of a single life annuity, provided that the
                         Participant's spouse consents.

          (c)  If a Participant shall die prior to complete  distribution of his
               or her Thrift Account pursuant to subsection (b)(1), the value of
               the Participant's  Thrift Account shall be distributed as soon as
               practicable in a lump sum to the Participant's  beneficiary,  or,
               if none, to the Participant's  estate.  The amount so distributed
               after a  Participant's  death  shall  be the  remaining  value of
               Participant's  Thrift  Account  determined as of the business day
               coinciding  with or next following the date of the  Participant's
               death.  Notwithstanding the foregoing, if a Participant who has a
               U.S. Energy Partners Account which exceeds,  or has ever exceeded
               at the time of any prior distribution, $3,500 dies before amounts
               have  become  distributable  under  subsection  (b),  his  or her
               surviving  spouse,  if any,  may  elect to have  the U.S.  Energy
               Partners  Account paid in the form of a pre  retirement  survivor
               annuity.  In addition,  if a  Participant  who has a U.S.  Energy
               Partners  Account dies after  amounts  have become  distributable
               under paragraph (2) of subsection (b), survivor benefits, if any,
               will be paid in accordance with the annuity elected.

          (d)  If no  election  is made under  subparagraph  (b) above,  and the
               value of a Participant's Thrift Account, when aggregated with the
               value of any ESOP Account and/or U.S. Energy Partners  Account of
               the  Participant,  determined  in  accordance  with  Article  IX,
               exceeds  $3,500,  a distribution  will be made in one lump sum at
               the time provided for in Section 11.1 or Section 11.2,  except as
               otherwise provided in Section 11.6.

          (e)  Anything  to the  contrary  notwithstanding,  any Thrift  Account
               distribution to be made to a Participant  under  subparagraph (b)
               (1) above shall be made in such a manner  that the present  value
               of the payments to be made to the  Participant  during his or her
               life expectancy are calculated to be more than 50% of the present
               value of the total payments to be made to the Participant and any
               beneficiaries.

         Section 11.10 Time of Distributions.

          (a)  All  distributions  from  the  Plan  shall  commence  as  soon as
               practicable,  and in any  event no later  than 60 days  after the
               close  of the  Plan  Year in  which  the  Participant  terminates
               employment, reaches his or her Required Beginning Date, dies, or,
               if applicable, requests distribution under Section 11.1 and 11.2,
               or 60  days  after  the  close  of the  Plan  Year in  which  the
               Participant elects to withdraw funds from the Plan in the case of
               distributions under Sections 9.3, 9.4, 11.3, 11.4 and 11.5.

          (b)  In the  case of a  distribution  over a  period  of  years  under
               subparagraph  (b) of Section 11.9,  the initial  payment shall be
               made at a time determined in accordance with  subparagraph (a) of
               this  Section  11.10.  In the case of annual  distributions,  the
               remaining  annual  payments shall be made in successive  calendar
               years  on such  date  each  year as shall  be  determined  by the
               Committee,  subject  to the  provisions  of  subparagraph  (b) of
               Section 11.9 in the case of the Participant's  death. In the case
               of quarterly distributions,  the remaining payments shall be made
               each successive  three month period on such day during the period
               as may be established by the Committee, subject to the provisions
               of  subparagraph   (b)  of  Section  11.9  in  the  case  of  the
               Participant's death.

          (c)  In the  case of a  distribution  on  account  of a  Participant's
               Retirement,  subject to the provisions of subsection  11.11,  the
               Participant may elect to have his or her Account distributed as a
               lump sum during (1) the Plan Year next following the Plan Year of
               his or her  Retirement  or (2)  the  next  succeeding  Plan  Year
               thereafter  or (3) if the Account value  exceeds  $5,000,  at any
               time up to the Participant's  Required Beginning Date. If no such
               election is made,  distribution shall commence in accordance with
               Section 11.1 and subparagraph (a) above.

         Section 11.11 Limitation on Post Age 70 1/2 Distributions.

         Notwithstanding the provisions of Sections 11.9 and 11.10:

          (a)  the entire interest of a Participant must:

               (1)  be  distributed  not later than the  Participant's  Required
                    Beginning Date, or,

               (2)  commence no later than such Required  Beginning  Date and be
                    payable in accordance with regulations under the Code over a
                    period  not  extending  beyond the life  expectancy  of such
                    Participant.

          (b)  If a Participant  dies before his or her entire interest has been
               distributed,  then such entire interest (or the remaining part of
               such interest if  distribution  thereof has  commenced)  shall be
               distributed within five years after the Participant's death, and,
               if  distribution   has  commenced   prior  to  death,   shall  be
               distributed  at least as rapidly  as the  method of  distribution
               being used as of the date of such Participant's death.

          (c)  The amount of the distribution  required by this Section 11.11 is
               to be determined by Treasury  Regulations Section 1.72-9, Table V
               using  the  attained  age  of  the  Participant  as  provided  in
               regulations   without   recalculation  of  the  life  expectancy;
               provided,  however,  that the amount of the distribution required
               by this Section 11.11 with respect to a Participant's U.S. Energy
               Partners  Account,  if  any,  is to  be  determined  by  Treasury
               Regulations Section 1.72-9, using the attained age or ages of the
               Participant and his or her designated  beneficiary as provided in
               regulations with  recalculation  of the life  expectancies as the
               Participant  may elect.  Distribution  will be made in accordance
               with the regulations under Code section 401(a)(9),  including the
               minimum  distribution  incidental  death benefit  requirement  of
               section  1.401(a)(9)-2,  and such regulations  shall override any
               inconsistent Plan provisions.

     Section  11.12  Distribution  in the Case of Certain  Disabilities.  In the
event that the Committee  shall find that any person  entitled to a distribution
under the Plan is unable to care for his or her  affairs  because  of illness or
accident or because the person is a minor or has died,  the Committee may direct
that any  distribution  due such  person,  unless  claim  shall  have  been made
therefor by a duly appointed legal representative,  be paid or applied to or for
the  benefit of such  person,  or his or her  spouse,  any child of such  person
(including an adopted child), any parent or other blood relative of such person,
or a person with whom the person  resides,  or any of them, and any such payment
or application so made shall be a complete  discharge of the  liabilities of the
Plan therefor.

         Section 11.13 Loans.

          (a)  The  Committee  shall have  complete  authority to establish  and
               administer a loan program to provide loans to  Participants.  The
               loan program shall include the following:

               (1)  A procedure for applying for loans;
               (2)  The basis on which loans will be approved or denied;
               (3)  Limitations  (if  any) on the  types  and  amounts  of loans
                    offered;
               (4)  The  procedure  under the loan  program  for  determining  a
                    reasonable rate of interest;
               (5)  The types of collateral which may secure a loan; and
               (6)  The events  constituting  default and the steps that will be
                    taken to preserve plan assets in the event of such default.

               The  rules   and  applicable limitations  established by the loan
               program shall be such as to prevent any loan from constituting  a
               prohibited  transaction under Code section 4975 and ERISA section
               406, or a Plan distribution under Code section 72(p).

          (b)  The Trustee shall, subject to the approval of the General Manager
               and  compliance  with the written loan program and the provisions
               of the Code, lend a Participant,  who is employed by an Employer,
               an amount up to 50% of the vested  portion of his or her Account,
               including  the ESOP  Account,  but not more than  $50,000  in the
               aggregate as of the date on which the loan is approved reduced by
               the highest  outstanding loan balance during the preceding twelve
               months.  However,  no amount may be loaned directly from any ESOP
               Account,  from any portion of the  Enterprise  Common  Stock Fund
               attributable to Employer  Contributions  made in shares of stock,
               from Employer Contributions  resulting from Participant elections
               made pursuant to the Cash Balance Plan and the Retirement  Choice
               Program  or  from   investments   held  in  the  Personal  Choice
               Retirement  Account Fund.  The General  Manager shall review each
               application  for a  loan  in a  nondiscriminatory  manner  and in
               accordance with such rules as may be prescribed by the Committee.
               Loans,  if  approved,   shall  be  made  as  soon  thereafter  as
               practicable.

          (c)  In addition to such rules and  regulations  as the  Committee may
               adopt,  all  loans  shall  comply  with the  following  terms and
               conditions:

               (1)  An application for a loan by an eligible  Participant  shall
                    be made by making application  therefor to the Record Keeper
                    in the form prescribed by the Committee.

               (2)  An eligible Participant may not apply for more than one loan
                    in  any  calendar  year  nor  for a  loan  with  an  initial
                    principal  amount of less than $1,000 and, in any event, may
                    not have  more  than two (2)  loans  outstanding  at any one
                    time.

               (3)  All loans,  including  interest thereon,  shall be repaid by
                    payroll  deduction  in  equal  monthly  installments  over a
                    period of 12 to 60 months as  selected  by the  Participant.
                    Nothing herein,  however,  shall prohibit a Participant from
                    prepaying  such  loan in  whole  or in part in a lump sum in
                    accordance  with such rules as may be established  from time
                    to time by the Committee.

               (4)  Each  loan  shall  be  secured  by  an   assignment  of  the
                    Participant's entire right, title and interest in and to the
                    Trust  Fund to the extent of the loan and  accrued  interest
                    thereon  and  shall  be  evidenced   by  the   Participant's
                    promissory  note  for  the  amount  of the  loan,  including
                    interest, payable to the order of the Trustee.

               (5)  Each loan shall bear  interest at a  reasonable  rate (which
                    rate may be a variable rate) to be established  from time to
                    time by the  Committee,  not in violation of any  applicable
                    usury laws. In determining  the interest rate, the Committee
                    shall take into  consideration  interest rates being charged
                    by other lenders at the time of such determination.

          (d)  No  distribution  shall be made to any Participant or beneficiary
               thereof  unless and until all unpaid  loans,  including  interest
               thereon, have been repaid.

         Section  11.14  Inability  to Locate  Payee.  Any benefit  payable to a
Participant or beneficiary shall be forfeited if the Employer,  after reasonable
effort,  is unable to locate such  Participant or beneficiary to whom payment is
due.  The amount of any such  forfeited  benefit  shall be applied to reduce the
amount of Employer  Contributions required under the Plan as provided in Section
5.3. However,  any such forfeited benefit shall be reinstated and become payable
if a claim therefor is made by such Participant or beneficiary.

         Section 11.15  Federal  Income Tax  Withholding  on  Distributions  and
Withdrawals.  Distributions  and withdrawals under this Plan shall be subject to
Federal  income tax  withholding  as  prescribed  by Code  section  3405 and the
regulations thereunder.

         Section  11.16  Direct  Rollover  to  Another  Plan or IRA On or  after
January 1, 1993, at the election of a Participant or his spouse or former spouse
entitled to a  distribution  under Section 22.1 or the  foregoing  provisions of
this  Article  XI,  the  Committee  shall  direct  the  Trustee to make a direct
rollover to the trustee or other custodian of an "eligible  retirement  plan" by
any reasonable  means  (including  providing the Participant or spouse or former
spouse with a check made payable only to the trustee or  custodian) of all, or a
specified  portion,  of an  "eligible  rollover  distribution,"  subject  to the
following restrictions:

          (a)  An "eligible rollover distribution" is any distribution of all or
               any  portion  of  the  Participant's  Account,   except  that  an
               "eligible rollover distribution" does not include

               (i)  any  distribution  that is one of a series of  substantially
                    equal  periodic  payments  (made  not less  frequently  than
                    annually)  made for the life  (or  life  expectancy)  of the
                    recipient or the joint lives (or joint life expectancies) of
                    the recipient and the recipient's designated beneficiary, or
                    for a specified period of at least ten years; or

               (ii) any distribution required under Code section 401(a)(9).

          (b)  An "eligible retirement plan" is an individual retirement account
               described  in  Code  section  408(a),  an  individual  retirement
               annuity  described  in  Code  section  408(b),  an  annuity  plan
               described in Code section 403(a),  or a qualified trust described
               in Code section 401(a),  that accepts the  recipient's  "eligible
               rollover  distribution."  If the  recipient is the  Participant's
               surviving  spouse,   but  not  an  alternate  payee  receiving  a
               distribution pursuant to a Qualified Domestic Relations Order, an
               "eligible  retirement plan" is an individual  retirement  account
               described  in Code  section  408(a) or an  individual  retirement
               annuity  described  in  Code  section  408(b)  that  accepts  the
               surviving spouse's  "eligible rollover  distribution," but not an
               annuity plan  described  in Code  section  403(a) nor a qualified
               trust described in Code section 401(a).

          (c)  The  Participant  or his or her  spouse  or  former  spouse  must
               specify,  in such  form  and at such  time as the  Committee  may
               prescribe,   the   "eligible   retirement   plan"  to  which  the
               distribution  is to  be  paid  and  may  specify  more  than  one
               "eligible                                              retirement
               plan."

          (d)  The  Participant  or his or her  spouse  or  former  spouse  must
               provide to the Committee in a timely manner adequate  information
               regarding the designated "eligible retirement plan".

                                   ARTICLE XII
           LIMITS ON BENEFITS AND CONTRIBUTIONS UNDER QUALIFIED PLANS

         Section  12.1.  Definitions.  For  purposes of this  Article  XII,  the
following definitions and rules of interpretation shall apply:

          (a)  "Annual  Additions"  to a  participant's  account under a defined
               benefit plan or a defined  contribution plan is the sum, credited
               to a participant's account for any Limitation Year, of:

               (1)  Company contributions,

               (2)  Forfeitures, if any,

               (3)  Employee contributions and

               (4)  Amounts, if any,  attributable to medical benefits allocated
                    to an account established under Code section 419 A (d)(2) on
                    behalf of such Participant.

          (b)  "Annual Benefit"

               (1)  A  benefit  which  is  payable  annually  in the  form  of a
                    straight  life annuity under a defined  benefit  plan.  Such
                    benefit does not include any benefits attributable to either
                    employee  contributions  or rollover  contributions.  If the
                    defined  benefit plan  provides  for a benefit  which is not
                    payable in the form of a straight life annuity,  the benefit
                    is adjusted in accordance with Section 12.1(b)(5) below.

               (2)  Where a defined benefit plan provides for mandatory employee
                    contributions (as defined in Code section 411(c)(2)(C)), the
                    Annual Benefit  attributable  to such  contributions  is not
                    taken into  account.  The  Annual  Benefit  attributable  to
                    mandatory  contributions  is determined by using the factors
                    described in Code section  411(c)(2)(B)  and the regulations
                    thereunder.  However,  mandatory employee  contributions and
                    any voluntary  employee  contributions  are all considered a
                    separate  defined   contribution   plan  maintained  by  the
                    Company.

               (3)  If  rollover  contributions  are made to a  defined  benefit
                    plan, the Annual Benefit attributable to these contributions
                    is  determined   on  the  basis  of   reasonable   actuarial
                    assumptions.

               (4)  When there is a transfer of assets or  liabilities  from one
                    qualified  defined  benefit  plan  to  another,  the  Annual
                    Benefit  attributable to the assets transferred shall not be
                    taken into  account by the  transferee  plan in applying the
                    limitations of Code section 415. The Annual Benefit  payable
                    on  account  of the  transfer  for  any  individual  that is
                    attributable to the assets  transferred will be equal to the
                    Annual  Benefit  transferred  on behalf  of such  individual
                    multiplied  by a  fraction,  the  numerator  of which is the
                    total assets transferred and the denominator of which is the
                    total liabilities transferred.

               (5)  If a defined  benefit plan provides a retirement  benefit in
                    any  form  other  than a  straight  life  annuity,  the plan
                    benefit is adjusted to a straight life annuity  beginning at
                    the  same  age  which is the  actuarial  equivalent  of such
                    benefit  in  accordance  with the  rules  determined  by the
                    Commissioner.  However,  the following  values are not taken
                    into account:

                    (i)  The value of a qualified joint and survivor annuity (as
                         defined  in  Code  section  417  and  the   regulations
                         thereunder)  provided  by the plan to the  extent  that
                         such value exceeds the sum of

                        (A)   the value of a straight life annuity  beginning on
                              the same date and

                        (B)   the value of any  post-retirement  death  benefits
                              which would be payable even if the annuity was not
                              in the form of a joint and survivor annuity.

                    (ii) The value of benefits that are not directly  related to
                         retirement benefits (such as pre-retirement  disability
                         and  death   benefits   and   post-retirement   medical
                         benefits).


                    (iii)The  value  of  benefits  provided  by the  plan  which
                         reflect post-retirement cost of living increases to the
                         extent that such increases are in accordance  with Code
                         section 415(d) and the regulations thereunder.

               (6)  Where a defined  benefit plan provides a retirement  benefit
                    beginning  before a  participant  has  attained  the  Social
                    Security   Retirement   Age,  the  plan  benefit  shall,  in
                    accordance  with rules  determined by the  Commissioner,  be
                    adjusted to the actuarial equivalent of a benefit commencing
                    at the Social  Security  Retirement  Age. This adjustment is
                    only  for  purposes  of  applying   the  dollar   limitation
                    described   in  Code   section   415(b)(1)(A)   and  Section
                    12.1(f)(1) to the Annual Benefit of the participant.

               (7)  Where a  participant  has less than 10 Years of Service with
                    the  Company at the time the  Participant  begins to receive
                    retirement  benefits  under the defined  benefit  plan,  the
                    benefit limitations  described in Code sections 415(b)(1)(B)
                    and  415(b)(4) and Section  12.1(f)(2)  are to be reduced by
                    multiplying  the  otherwise   applicable   limitation  by  a
                    fraction:

                    (i)  the  numerator  which  is the  Years  of  Service  (and
                         fractions   thereof)   with  the  Company  as  of,  and
                         including the current Limitation Year, and

                    (ii) the denominator of which is 10.

                    The  preceding  sentence  shall  also  apply for purposes of
                    reducing  the benefit  limitation  described in Code section
                    415(b)(1)(A) and Section  12.1(f)(1),  by substituting years
                    of participation for Years of Service wherever it appears in
                    such sentence.

                    (iii)If the retirement  benefit under a defined benefit plan
                         begins  after the  Participant  has attained the Social
                         Security   Retirement  Age,  the  determination  as  to
                         whether the Maximum  Permissible Defined Benefit Amount
                         limitation  has  been   satisfied   shall  be  made  in
                         accordance   with   regulations   prescribed   by   the
                         Commissioner  by  adjusting  such benefit so that it is
                         actuarially  equivalent to such a benefit  beginning at
                         the Social Security  Retirement Age. This adjustment is
                         only for purposes of applying the limitation  described
                         in Code section  415(b)(1)(A) and Section 12.1(f)(1) to
                         the Annual Benefit of the participant.

               (8)  The Annual Benefit to which a participant is entitled at any
                    time  under all  defined  benefit  plans  maintained  by the
                    Company shall not,  during the Limitation  Year,  exceed the
                    Maximum Permissible Defined Benefit Amount.

               (9)  In  determining  the actuarial  equivalency  for purposes of
                    Sections  12.1(b)(5),  12.1(b)(6) and 12.1(b)(8)  above, the
                    interest rate shall be 5%.

          (c)  "Company"  shall mean the  Company,  as described in Section 2.11
               and any Affiliate as defined in Section 2.4.

          (d)  "Compensation" with respect to a Limitation Year -

               (1)  includes  amounts  paid  to  a  Participant  (regardless  of
                    whether  he or she was such  during  the  entire  Limitation
                    Year);

                    (i)  as wages, salaries,  fees for professional services and
                         other amounts  received  (without  regard to whether or
                         not an amount is paid in cash)  for  personal  services
                         actually  rendered in the course of employment with any
                         Company  including  but  not  limited  to  commissions,
                         compensation  for services on the basis of a percentage
                         of profits,  fringe benefits,  reimbursements and other
                         expense  allowances  under   nonaccountable  plans  (as
                         described  in  Treasury   Regulation   1.b2-2(c))   and
                         bonuses;  (ii) for purposes of (A) above, earned income
                         from sources from outside the United States (as defined
                         in Code section 911(b)), whether or not excludable from
                         gross income under Code section 911 or deductible under
                         Code sections 931 and 933;

                    (iii)amounts  described in Code sections  104(a)(3),  105(a)
                         and 105(h) but only to the  extent  that these  amounts
                         are includable in the gross income of the Participant;

                    (iv) in the case of an  employee  within the meaning of Code
                         section 401(c)(1) and the regulations  thereunder,  the
                         Participant's  earned  income  (as  described  in  Code
                         section 401(c)(2) and the regulations thereunder);

                    (iv) amounts  paid or  reimbursed  by the Company for moving
                         expenses  incurred by the Participant,  but only to the
                         extent  that these  amounts are not  deductible  by the
                         Participant under Code section 217.

                    (v)  The value of a  nonqualified  stock option granted to a
                         Participant  by a Company,  but only to the extent that
                         the  value of the  option  is  includable  in the gross
                         income of the Participant for the taxable year in which
                         granted.

                    (vi) The  amount   includable  in  the  gross  income  of  a
                         Participant upon making the election  described in Code
                         section 83(b).

               (2)  Compensation does not include -

                    (i)  notwithstanding   subsection  (1)(A)  of  this  Section
                         12.1(d),  there  shall be  excluded  from  Compensation
                         amounts  contributed to a plan qualified  under section
                         401(k)  of the Code as salary  reduction  contributions
                         (and  not  recharacterized  as  employee  contributions
                         thereunder);

                    (ii) other  contributions  made by the  Company to a plan of
                         deferred  compensation  to the extent that,  before the
                         application of the Code section 415  limitations to the
                         plan, the contributions are not includable in the gross
                         income of the Participant for the taxable year in which
                         contributed. In addition, Company contributions made on
                         behalf of a  Participant  to a  simplified  Participant
                         pension  described  in  Code  section  408(k)  are  not
                         considered  as  Compensation  for the  taxable  year in
                         which contributed to the extent such  contributions are
                         deductible  by  the  Participant   under  Code  section
                         219(b)(7).  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 Participant  when
                         distributed.   However,   any  amounts  received  by  a
                         Participant  pursuant to an unfunded  nonqualified plan
                         shall be  considered as  Compensation  in the year such
                         amounts  are  includable  in the  gross  income  of the
                         Participant;

                    (iii)amounts  realized  from the exercise of a  nonqualified
                         stock  option or when  restricted  stock (or  property)
                         held   by   a   Participant   either   becomes   freely
                         transferable  or is no longer  subject to a substantial
                         risk  of  forfeiture  (see  Code  section  83  and  the
                         regulations thereunder);

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

                    (v)  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 Participant);

          (e)  "Limitation Year" - the Plan Year;

          (f)  "Maximum  Permissible  Defined Benefit Amount" - for a Limitation
               Year the Maximum  Permissible Defined Benefit Amount with respect
               to any Participant shall be the lesser of:

               (1)  $90,000, or,

               (2)  100% of the  Participant's  average  Compensation for his or
                    her high three consecutive Years of Service,  subject to the
                    following rules:

                    (i)  As of January 1 of each calendar year  commencing  with
                         the calendar year 1988, the dollar limitation set forth
                         in Paragraph (1) above shall be adjusted  automatically
                         to equal the dollar  limitation  as  determined  by the
                         Commissioner  for that calendar year under Code section
                         415(d)(1)(A). This adjustment dollar limitation applies
                         for the  Limitation  Year  ending  with or  within  the
                         calendar  year.  It is  applicable to Employees who are
                         Participants  in the  Plan  and to  Employees  who have
                         retired or otherwise terminated their service under the
                         Plan with a nonforfeitable  right to accrued  benefits,
                         regardless  of  whether  they  have  actually  begun to
                         receive such benefits.  The Annual Benefit payable to a
                         terminated  Participant  which is otherwise  limited by
                         the dollar  limitation  shall be increased to take into
                         account the adjustment of the dollar limitation.

                    (ii) With regard to  Participants  who have  separated  from
                         service  with  a  nonforfeitable  right  to an  accrued
                         benefit,  the  compensation   limitation  described  in
                         paragraph  (2) above  applicable  to  Limitation  Years
                         commencing  on and  after  January  1,  1976  shall  be
                         adjusted annually to take into account increases in the
                         cost of living. For any Limitation Year beginning after
                         the   separation   occurs,   the   adjustment   of  the
                         compensation   limitation   is  made  as  specified  in
                         regulations and rules  prescribed by the  Commissioner.
                         In the case of a Participant who separated from service
                         prior to January 1, 1976, the cost of living adjustment
                         of the compensation limitation under this paragraph for
                         all Limitation Years prior to January 1, 1976, is to be
                         determined as provided by the Commissioner.

                    (iii)Anything  herein to the  contrary  notwithstanding,  in
                         the case of an individual  who was a Participant in the
                         Plan  before  January  1, 1983,  if such  Participant's
                         "current   accrued  benefit"  (as  defined  in  section
                         235(g)(4)  of the Tax Equity and Fiscal  Responsibility
                         Act of 1982  ("TEFRA"))  under the Plan as of the close
                         of the last Limitation Year beginning before January 1,
                         1983  exceeded  the dollar  limitation  with respect to
                         such  Participant  under  Section  12.1(g)(1)  shall be
                         equal to such current accrued benefit.

                    (iv) Anything  herein to the contrary  notwithstanding,  for
                         any  individual  who was a  Participant  in the Plan on
                         January 1, 1987, if such Participant's "current accrued
                         benefit"  under the Plan,  as that term is  defined  in
                         section 1106(i)(3)(B) of the Tax Reform Act of 1986, as
                         of the  close of the  last  Limitation  Year  beginning
                         before   January  1,  1987   exceeded  the   limitation
                         described  in  Section  12.1(f)(1)  above,  the  dollar
                         limitation  with  respect  to  such  Participant  under
                         Section  12.1(f)(1)  shall  be  equal  to such  current
                         accrued benefit.

          (g)  "Maximum   Permissible  Defined  Contribution  Amount"  -  for  a
               Limitation  Year the  Maximum  Permissible  Defined  Contribution
               Amount with respect to any Participant shall be the lesser of:

               (1)  $30,000,  or if  greater,  one fourth of the  limitation  in
                    effect under Code section  415(b)(1)(A) (as adjusted by Code
                    section 415(d)(1)(A)).

               (2)  25% of the  Participant's  Compensation  for the  Limitation
                    year.

               Notwithstanding  the  foregoing,  or   anything   herein  to  the
               contrary,  the  percentage  of  compensation  limitation  of this
               Section  12.1(g)(2)  shall  not  apply  to any  Annual  Additions
               pursuant to Section 12.1(a)(4) above.

          (h)  "Projected  Annual  Benefit"  - the  Annual  Benefit  to  which a
               Participant  would be entitled  under the Plan on the  assumption
               that he or she continues  employment until the normal  retirement
               age (or current  age, if that is later)  thereunder,  that his or
               her Compensation  continues at the same rate as in effect for the
               Limitation Year under  consideration until such age, and that all
               other relevant factors used to determine  benefits under the Plan
               remain constant as of the current  Limitation Year for all future
               Limitation Years;

          (i)  "Social Security Retirement Age" - the age used as the retirement
               age under  Social  Security Act section  216(1)  except that such
               section shall be applied:

               (1)  without regard to the age increase factor, and,

               (2)  as if the early  retirement  age under  Social  Security Act
                    section 216(1)(2) were 62.

          (j)  For purposes of applying the limitations of Code sections 415(b),
               (c) and (e) to a Participant  for a particular  Limitation  Year,
               all qualified  defined benefit plans (without regard to whether a
               plan has been  terminated) ever maintained by the Company will be
               treated as one defined  benefit  plan and all  qualified  defined
               contribution  plans  (without  regard to  whether a plan has been
               terminated)  ever  maintained  by the Company  will be treated as
               part of this Plan.

         Section 12.2 Annual Addition Limits.  The amount of the Annual Addition
which may be  credited  under this Plan to any  Participant's  Account as of any
allocation date shall not exceed the Maximum  Permissible  Defined  Contribution
Amount (based upon his or her  Compensation up to such allocation  date) reduced
by the sum of any credits of Annual Additions made to the Participant's  Account
under all defined  contribution plans as of any preceding allocation date within
the  Limitation  Year.  If an  allocation  date of this Plan  coincides  with an
allocation date of any other qualified  defined  contribution plan maintained by
the Company, the amount of the Annual Additions which may be credited under this
Plan to any  Participant's  Account as of such date shall be an amount  equal to
the product of the amount to be credited  under this Plan without regard to this
Section 12.2  multiplied  by the lesser of one or a fraction,  the  numerator of
which is the amount  described in this Section 12.2 during the  Limitation  Year
and the  denominator of which is the amount that would be otherwise  credited on
this allocation date under all defined contribution plans without regard to this
Section 12.2. However, if a security is not allocated to a Participant's Account
under any  qualified tax credit  employee  stock  ownership  plan of the Company
because  of the  operation  of the  limitations  of  Code  section  415  and the
provisions  of this  Section  12.2,  no other  amount  may be  allocated  to the
Participant's  Account  under this Plan after the  allocation  date for such tax
credit employee stock  ownership  plan's plan year,  until all such  unallocated
securities  have been  allocated in accordance  with the  provisions of such tax
credit employee stock ownership plan. If contributions to this Plan on behalf of
a Participant are to be reduced as a result of this Section 12.2, such reduction
shall be effected by reducing contributions in the following order: Supplemental
Nondeferred  Deposits,  Basic Nondeferred  Deposits and  corresponding  matching
Company Contributions, Supplemental Deferred Deposits and finally, if necessary,
Basic  Deferred   Deposits  and   corresponding   remaining   matching   Company
Contributions.   If,  as  a  result  of  a  reasonable  error  in  estimating  a
Participant's  Compensation,  or under the limited facts and circumstances which
the  Commissioner  finds  justify  the  availability  of the  rules set forth in
paragraphs  (a)-(c) of this Section 12.2,  the  allocation  of Annual  Additions
under  the  terms of the Plan  for a  particular  Participant  would  cause  the
limitations  of  Code  section  415  applicable  to  that  Participant  for  the
Limitation  Year to be exceeded,  the excess  amounts  shall not be deemed to be
Annual Additions in that Limitation Year if they are treated as follows:


          (a)  To the extent  necessary,  Deferred Deposits to the Plan shall be
               recharacterized  as  Nondeferred  Deposits and the  Participant's
               Nondeferred  Deposits to the Plan  (including  Deferred  Deposits
               recharacterized as Nondeferred  Deposits  hereunder) and earnings
               thereon shall be returned to the Participant.

          (b)  The excess  amounts in the  Participant's  Account  consisting of
               Company   Contributions   shall   be  used  to   reduce   Company
               Contributions  for  the  next  Limitation  Year  (and  succeeding
               Limitation  Years,  as necessary)  for that  Participant  if that
               Participant  is  covered  by  the  Plan  as of  the  end  of  the
               Limitation Year.  However,  if that Participant is not covered by
               the Plan as of the end of the  Limitation  Year  then the  excess
               amounts must be held  unallocated  in a suspense  account for the
               Limitation  Year  and  allocated  and  reallocated  in  the  next
               Limitation Year to all of the remaining Participants in the Plan.
               If a  suspense  account  is in  existence  at any  time  during a
               particular  Limitation Year, other than the first Limitation Year
               described in the preceding sentence,  all amounts in the suspense
               account  must  be  allocated  and  reallocated  to  Participants'
               Accounts  (subject to the limitations of Code section 415) before
               any  Company  Contributions,  may be made to the  Plan  for  that
               Limitation Year. Furthermore,  the excess amounts must be used to
               reduce Company  Contributions  for the next  Limitation Year (and
               succeeding  Limitation  Years,  as  necessary)  for  all  of  the
               remaining   Participants  in  the  Plan.  For  purposes  of  this
               subdivision,  except as  provided  in (a) of this  Section  12.2,
               excess amounts may not be distributed to  Participants  or former
               Participants.

          (c)  In the event of a termination of the Plan,  the suspense  account
               described in (b) of this Section 12.2 shall revert to the Company
               to the extent it may not then be allocated  to any  Participant's
               Account.

          (d)  Notwithstanding  any other  provision in this Section  12.2,  the
               Company  shall not  contribute  any amount  that  would  cause an
               allocation   to  the   suspense   account  as  of  the  date  the
               contribution is allocated.  If the  contribution is made prior to
               the  date  as  of  which  it  is  to  be  allocated,   then  such
               contribution  shall  not  exceed an amount  that  would  cause an
               allocation  to the suspense  account if the date of  contribution
               were an allocation date.

         Section 12.3 Overall Limit. For any Participant of this Plan who at any
time participated in a defined benefit plan maintained by the Company,  the rate
of benefit accrual by such Participant in each defined benefit plan in which the
Participant  participates  during  the  Limitation  Year will be  reduced to the
extent necessary to prevent the sum of the following  fractions,  computed as of
the close of the Limitation Year, from exceeding 1.0:

          (a)  Defined  Benefit Plan Fraction.  Projected  Annual Benefit of the
               Participant  under all  defined  benefit  plans  divided  by: the
               lesser  of (1) the  product  of 1.25,  multiplied  by the  dollar
               limitation  in effect  under Code section  415(b)(1)(A)  for such
               Limitation  Year,  or (2) the  product of 1.4  multiplied  by the
               amount  which  may be  taken  into  account  under  Code  section
               415(b)(1)(B) with respect to such Participant for such Limitation
               Year.

          and

          (b)  Defined  Contribution  Plan Fraction.  Sum of Annual Additions to
               such Participant's  Account under all defined  contribution plans
               in  such  Limitation  Year  and for all  prior  Limitation  Years
               divided  by:  the  sum of the  lesser  of the  following  amounts
               determined  for such year and for each prior Year of Service with
               the Company:  (1) the product of 1.25,  multiplied  by the dollar
               limitation  in effect  under Code section  415(c)(1)(A)  for such
               Limitation Year, or (2) the product of (a) 1.4, multiplied by (b)
               25% of the Participant's Compensation for such Limitation Year.

         Section 12.4 Special Rules.

          (a)  For purposes of applying the Defined  Contribution  Plan Fraction
               in Section 12.3 for any Limitation  Year beginning after December
               31,  1975  to  Limitation  Years  before  January  1,  1976,  the
               aggregate  amount taken into account in determining the numerator
               of such  fraction  is deemed not to exceed the  aggregate  amount
               taken  into  account  in  determining   the  denominator  of  the
               fraction.

          (b)  In any case where the sum of the  fractions  in  Section  12.3 is
               greater  than  1.0,  calculated  as of  the  close  of  the  last
               Limitation   Year   beginning   before  January  1,  1983  for  a
               Participant,  in accordance  with  regulations  prescribed by the
               Commissioner pursuant to TEFRA section 235(g)(3), an amount shall
               be subtracted from the numerator of the defined contribution plan
               fraction  so that the sum of such  fractions  does not exceed 1.0
               for such Limitation Year.

          (c)  If the sum of the  fractions  in Section  12.3 would  exceed 1.0,
               calculated as of the close of the last  Limitation Year beginning
               before  January 1, 1987 for a  Participant,  in  accordance  with
               regulations  prescribed by the  Commissioner  pursuant to section
               1106(i)(4)  of the Tax  Reform  Act of 1986,  an amount  shall be
               subtracted  from the numerator of the defined  contribution  plan
               fraction (not exceeding  such  numerator) so that the sum of such
               fractions  does not  exceed  1.0.  This  numerator,  as  adjusted
               herein,   will  be  used  for  the  calculation  of  the  defined
               contribution  plan fraction for Limitation Years commencing on or
               after January 1, 1987.


                                  ARTICLE XIII
                             TOP-HEAVY REQUIREMENTS

         Section  13.1  Definitions.  For  purposes of this  Article  XIII,  the
following  definitions  shall apply,  to be interpreted  in accordance  with the
provisions of Code section 416 and the regulations thereunder:

          (a)  "Aggregation  Group"  shall  mean a plan or group of plans  which
               includes  all plans  maintained  by the  Employers in which a Key
               Employee is a  Participant  or which  enables any plan in which a
               Key Employee is a Participant  to meet the  requirements  of Code
               section 401(a)(4) or Code section 410, as well as all other plans
               selected by the Company for permissive  aggregation  inclusion of
               which  would not prevent  the group of plans from  continuing  to
               meet the requirements of such Code sections.

          (b)  "Compensation" with respect to a Plan Year shall be as defined in
               Section XII without regard to Section 12.1(d)(2)(A).

          (c)  "Determination Date" shall mean, with respect to any Plan Year,

               (1)  the last day of the preceding Plan Year, or,

               (2)  in the case of the first Plan Year of any Plan, the last day
                    of such Plan Year.


          (d)  "Employee"  shall mean,  for purposes of this Article  XIII,  any
               person  employed  by an  Employer  and  shall  also  include  any
               beneficiary  of such person,  provided that the  requirements  of
               Sections  13.3,  13.4  and 13.5  shall  not  apply to any  person
               included in a unit of Employees covered by an agreement which the
               Secretary of Labor finds to be a collective  bargaining agreement
               between  Employee  representatives  and one or more  Employers if
               there is evidence  that  retirement  benefits were the subject of
               good faith bargaining between such Employee  representatives  and
               such Employer or Employers.

          (e)  "Employer"  shall mean,  any  corporation  which is a member of a
               controlled  group of  corporations  (as  defined in Code  section
               414(b))  which  includes  the  Company or any trades or  business
               (whether or not incorporated)  which are under common control (as
               defined in Code section 414(c)) with the Company,  or a member of
               an affiliated  service group (as defined in Code section  414(m))
               which includes the Company.

          (f)  "Key Employee"  shall mean,  any Employee or former  Employee who
               is, at any time during the Plan Year,  or was,  during any one of
               the four preceding Plan Years any one or more of the following:

               (1)  An  officer  of an  Employer  having an annual  Compensation
                    greater  than 50% of the amount in effect under Code section
                    415(b)(1)(A) for any Plan Year unless 50 other such officers
                    (or,  if  lesser,  a number  of such  officers  equal to the
                    greater of three or 10% of the Employees) have higher annual
                    Compensation.

               (2)  One of the 10 persons  employed by an Employer having annual
                    Compensation  greater  than the  limitation  in effect under
                    Code section  415(c)(1)(A) for any Plan Year, and owning (or
                    considered as owning within the meaning of Code section 318)
                    the largest interests in the Employers. For purposes of this
                    paragraph (2), if two Employees have the same interest,  the
                    one with the greater Compensation shall be treated as owning
                    the larger interest.

               (3)  Any  person  owning  (or  considered  as owning  within  the
                    meaning of Code section 318) more than 5% of the outstanding
                    stock of an Employer or stock possessing more than 5% of the
                    total combined voting power of such stock.

               (4)  A person who would be described  in  paragraph  (3) above if
                    "1%" were  substituted  for "5%" each  place it  appears  in
                    paragraph (3) above, and who has annual Compensation of more
                    than $150,000.  For purposes of determining  ownership under
                    this Section 13.11(f),  Code section  318(a)(2)(C)  shall be
                    applied  by  substituting  "5%" for  "50%"  and the rules of
                    subsections  (b),  (c) and (m) of Code section 414 shall not
                    apply.

          (g)  "Year of Service" shall mean, a year which constitutes a "Year of
               Service"  under the rules of paragraphs  (4), (5) and (6) of Code
               section 411(a) to the extent not inconsistent with the provisions
               of this Article XIII.

         Section 13.2 General  Requirements.  For any Plan Year beginning  after
1983 in which the Plan is a Top-Heavy  Plan,  the  requirements  of this Article
XIII  must be met in  accordance  with  Code  section  416  and the  regulations
thereunder. The provisions of this Article XIII shall be inapplicable unless and
until the Plan is a Top-Heavy Plan.

         Section 13.3 Maximum Compensation.  Compensation for any Employee shall
not be taken into  account  under the Plan in excess of the amount  provided for
pursuant to Code section 401(a)(17) and the regulations thereunder.

         Section 13.4  Vesting.  A  Participant  who is credited with an Hour of
Service  while the Plan is  Top-Heavy,  or in any Plan Year after a Plan Year in
which the Plan is  Top-Heavy,  and who has  completed  at least  three  Years of
Service shall have a nonforfeitable  right to 100% of his or her accrued benefit
derived from Employer Contributions and no such amount may become forfeitable if
the Plan later ceases to be Top-Heavy nor may such amount be forfeited under the
provisions of Code sections 411(a)(3)(B) or 411 (a)(3)(D).  Such accrued benefit
shall include  benefits  accrued  before the Plan becomes  Top-Heavy,  including
benefits accrued prior to January 1, 1984.  Notwithstanding any other provisions
of this Plan to the contrary, once the vesting requirements of this Section 13.4
become applicable, they shall remain applicable even if the Plan later ceases to
be Top-Heavy.

         Section 13.5 Minimum Contributions.  Minimum Employer Contributions for
a Participant  (not including a beneficiary of any Participant) who is not a Key
Employee shall be required under the Plan for the Plan Year as follows:

          (a)  The amount of the minimum contribution shall be the lesser of the
               following percentages of Compensation:

               (1)  four percent, or,

               (2)  the highest  percentage at which such contributions are made
                    under  the  Plan  for  the  Plan  Year  on  behalf  of a Key
                    Employee.

                    (i)  For  purposes  of  this   paragraph  (2),  all  defined
                         contribution  plans  required  to  be  included  in  an
                         Aggregation Group shall be treated as one plan.

                    (ii) This  paragraph  (2)  shall  not  apply  if the Plan is
                         required to be included in an Aggregation Group and the
                         Plan  enables a defined  benefit  plan  required  to be
                         included   in  the   Aggregation   Group  to  meet  the
                         requirements of Code sections 401(a)(4) or 410.

                    (iii)For purposes of this paragraph (2), the  calculation of
                         the percentage at which Employer Contributions are made
                         for a Key  Employee  shall be based  only on his or her
                         Compensation   not  in   excess  of   maximum   counted
                         compensation as provided in Section 13.3.

          (b)  There shall be  disregarded  for purposes of this  Section  13.5,
               contributions  or benefits  under Code section 3111,  Title II of
               the Social  Security  Act or any other  federal or state law, and
               for Plan Years beginning  before  December 31, 1984,  there shall
               also be disregarded  any  contributions  attributable to a salary
               reduction or a similar arrangement.

          (c)  For purposes of this Section 13.5, the term  "Participant"  shall
               be deemed  to refer to all  Participants  who have not  separated
               from  service  at the end of the  Plan  Year  including,  without
               limitation, individuals who:

               (1)  failed to  complete  1000 Hours of  Service  during the Plan
                    Year, or

               (2)  declined to make mandatory contributions to the Plan, or

               (3)  are excluded  from the Plan because  their  Compensation  is
                    less  than a  stated  amount  but  who  must  be  considered
                    Participants   for  the  Plan  to   satisfy   the   coverage
                    requirements  of Code section 410(b) in accordance with Code
                    section 401(a)(5).

         Section 13.6  Participants  Under Defined  Benefit  Plans.  If any Plan
Participant  other than a Key  Employee  is also a  Participant  under a defined
benefit  plan of an  Employer,  then  Section  13.5(a)  shall  not apply and the
required  minimum  annual  Employer   Contribution  for  such  Participant  (not
including a  beneficiary  of a  Participant)  under this Plan shall be 7 1/2% of
Compensation,  or  such  lesser  amount  as  may  be  required  to  satisfy  the
requirements of the Code related to Top-Heavy Plans. Such Employer  Contribution
shall be made without regard to the amount of contributions, if any, made to the
Plan on behalf of Key Employees.


         Section 13.7 Super  Top-Heavy  Plans. If for any Plan Year in which the
Plan is a Top-Heavy Plan it is also a Super Top-Heavy Plan, then for purposes of
the limitations on Employer  Contributions and benefits provided in Code section
415, and Section 5.3. and Article XII of the Plan, the dollar limitations in the
defined benefit plan fraction and the defined  contribution  plan fraction shall
be  multiplied  by 1.0 rather  than 1.25.  However,  if the  application  of the
provisions  of this  Section  13.7  would  cause any  Participant  to exceed the
combined Code section 415  limitations on Employer  Contributions  and benefits,
then the  application  of the provisions of this Section 13.7 shall be suspended
as to such  Participant  until  such  time as he or she no longer  exceeds  such
limitations  as  modified  by this  Section  13.7.  During  the  period  of such
suspension,   there  shall  be  no  Employer   Contributions,   forfeitures   or
Non-Deferred  Supplemental  Deposits allocated to such Participant under this or
any other  defined  contribution  plan of the  Employers  and there  shall be no
accruals for such Participant under any defined benefit plan of the Employers.

         Section 13.8  Determination  of  Top-Heaviness.  The  determination  of
whether this Plan is Top-Heavy shall be made as follows:

          (a)  If the Plan is not  required  to be  included  in an  Aggregation
               Group with other plans,  then it shall be Top-Heavy  only if when
               considered  by  itself  it is a  Top-Heavy  Plan  and  it is  not
               included  in  a  permissive  Aggregation  Group  that  is  not  a
               Top-Heavy Group.

          (b)  If the Plan is required to be  included in an  Aggregation  Group
               with other plans,  it shall be Top-Heavy only if the  Aggregation
               Group, including any permissively aggregated plans is Top-Heavy.

          (c)  If a plan  is not a  Top-Heavy  Plan  and is not  required  to be
               included in an Aggregation  Group, then it shall not be Top-Heavy
               even if it is  permissively  aggregated in an  Aggregation  Group
               which is a Top-Heavy Group.

         Section 13.9 Determination of Super Top-Heaviness. This Plan shall be a
Super  Top-Heavy  Plan if it would be a Top-Heavy  Plan under the  provisions of
Section  13.8,  but  substituting  "90%" for "60%" in the ratio  test of Section
13.10.

         Section  13.10  Calculation  of  Top-Heavy  Ratios.  A  Plan  shall  be
Top-Heavy and an  Aggregation  Group shall be a Top-Heavy  Group with respect to
any Plan Year as of the  Determination  Date if the sum as of the  Determination
Date of the Cumulative Accrued Benefits and the Cumulative Accounts of Employees
who are Key Employees for the Plan Year exceeds 60% of a similar sum  determined
for all Employees, excluding former Key Employees.

         Section 13.11 Cumulative Accounts and Cumulative Accrued Benefits.  The
Cumulative  Accounts and Cumulative  Accrued  Benefits for any Employee shall be
determined as follows:

          (a)  "Cumulative  Account"  shall  mean  the sum of the  amount  of an
               Employee's  Account  under a  defined  contribution  plan (for an
               unaggregated  Plan)  or  under  all  defined  contribution  plans
               included  in  an  Aggregation   Group  (for   aggregated   plans)
               determined  as of the most  recent plan  valuation  date within a
               12-month period ending on the  Determination  Date,  increased by
               any  contributions  due  after  such  valuation  date and  before
               Determination Date.

          (b)  "Cumulative  Accrued  Benefit"  shall mean the sum of the present
               value of an Employee's  accrued  benefits under a defined benefit
               plan  (for an  unaggregated  plan) or under all  defined  benefit
               plans included in an Aggregation  Group (for  aggregated  plans),
               determined under the actuarial assumptions set forth in such Plan
               or Plans,  as of the most recent plan  valuation date used by the
               Plan   actuary   within  the  12-month   period   ending  on  the
               Determination  Date  as if the  Employee  voluntarily  terminated
               service as of such  valuation  date.  The accrued  benefit of any
               Employee who is not a Key Employee shall be determined  under the
               method used for accrual purposes for all plans in the Aggregation
               Group or, if there is no such method,  as if such benefit accrued
               not more rapidly than the slowest  accrual rate  permitted  under
               Code section 411(b)(1)(c).

          (c)  Accounts and benefits  shall be calculated to include all amounts
               attributable  to both  Employer  and Employee  contributions  but
               excluding amounts  attributable to voluntary  deductible Employee
               contributions.

          (d)  Accounts  and  benefits  shall  be  increased  by  the  aggregate
               distributions   during  the   five-year   period  ending  on  the
               Determination  Date made with  respect to an  Employee  under the
               Plan or  Plans as the  case  may be or  under a  terminated  plan
               which, if it had not been terminated, would have been required to
               be included in the Aggregation Group.

          (e)  Rollover Contributions and direct plan to plan transfers shall be
               handled as follows:

               (1)  If the transfer is initiated by the Employee and made from a
                    plan  maintained  by one  employer to a plan  maintained  by
                    another  employer,  the transferring plan continues to count
                    the  amount   transferred   under  the  rules  for  counting
                    distributions.  The receiving plan does not count the amount
                    if accepted  after  December 31, 1983,  but does count it if
                    accepted prior to December 31, 1983.

               (2)  If the transfer is not  initiated by the Employee or is made
                    between plans maintained by the Employers,  the transferring
                    plan shall no longer  count the amount  transferred  and the
                    receiving plan shall count the amount transferred.

               (3)  For  purposes  of  this   subsection   (e),  all   Employers
                    aggregated under the rules of Code sections 414(b),  (c) and
                    (m) shall be considered a single employer.

          (f)  For plan years  beginning  after  December 31, 1984,  the accrued
               benefits  and  Accounts  of any  Employee  who has not  performed
               services for any Employer at any time during the five-year period
               ending on the Determination Date shall not be taken into account.


                                   ARTICLE XIV
                          BENEFICIARY IN EVENT OF DEATH

         Section 14.1 Designation and Change of Beneficiary. Upon the death of a
married  Participant,  the  spouse  of  the  Participant  shall  be  deemed  the
designated beneficiary of the Participant,  unless such spouse has consented, in
writing, to the designation of another  beneficiary or beneficiaries  (which may
include  the estate of the  Participant)  or any change  thereof.  If such other
designated beneficiary or beneficiaries  predecease a married Participant,  such
Participant's  spouse  shall  be  deemed  the  designated   beneficiary  of  the
Participant. If, in such case, the Participant's spouse has also predeceased the
Participant,  the value of the Participant's Account shall be paid to his or her
estate.

         Each  unmarried  Participant  shall  have  the  right  to  designate  a
beneficiary  or  beneficiaries  to receive  any  distributions  to be made under
Article XI upon the death of such Participant. An unmarried Participant may from
time to time, without the consent of any beneficiary,  change or cancel any such
designation.   If  no  beneficiary  has  been  named  by  a  deceased  unmarried
Participant, or the designated beneficiary has predeceased such Participant, the
value  of the  Participant's  Account  shall  be  paid to his or her  estate  as
beneficiary.

         Any spousal  consent,  beneficiary  designation  and any change therein
shall be made in the form and manner  prescribed  by the  Committee and shall be
filed with the General  Manager.  Any  distribution  made to a beneficiary  of a
deceased  Participant under the Plan shall be made to the beneficiary as soon as
practicable  after such  Participant's  death and shall be in the form of a lump
sum  payment,  regardless  of the  form  of  benefit  selected  by the  deceased
Participant.  The  beneficiary  may elect to have such  payment made in money by
check, or may elect to have any whole shares of Enterprise Common Stock held for
the deceased  Participant's  Enterprise  Common Stock Fund  subaccount  and ESOP
Account  distributed in shares of Enterprise Common Stock and the balance of the
deceased  Participant's Account (including the value of any fractional shares of
Enterprise  Common  Stock) paid in money by check.  If no election is made,  the
entire distribution to the beneficiary shall be made in money by check.

<PAGE>



                                   ARTICLE XV
                                 ADMINISTRATION

         Section 15.1 Named  Fiduciary.  The  Committee  (and each member of the
Committee  acting  as  such)  shall be the  named  fiduciary  of the  Plan  with
authority to control and manage the operation and administration of the Plan.

         Section 15.2  Administration.

          (a)  The  Committee  shall  have  full   discretionary   authority  to
               interpret  the Plan  and to  answer  all  questions  which  arise
               concerning the application,  administration and interpretation of
               the Plan. The Committee  shall adopt such rules and procedures as
               in its opinion are necessary and advisable to administer the Plan
               and to transact its business.  Subject to the other  requirements
               of this Article XV, the Committee may --

               (1)  Employ agents to carry out non-fiduciary responsibilities;

               (2)  Employ agents to carry out fiduciary responsibilities (other
                    than trustee  responsibilities  as defined in ERISA  Section
                    405(c)(3));

               (3)  Consult with  counsel,  who may be of counsel to an Employer
                    or an Affiliate; and

               (4)  Provide for the  allocation  of  fiduciary  responsibilities
                    (other  than  trustee  responsibilities  as defined in ERISA
                    Section  405(c)(3)) among its members.  However,  any action
                    described in subparagraphs  (2) or (4) of this  subparagraph
                    (a) and any  modification  or rescission of any such action,
                    may  be  effected  by the  Committee  only  by a  resolution
                    approved by a majority of the Committee.

          (b)  The Committee shall keep written minutes of all its  proceedings,
               which shall be open to inspection  by the Board of Directors.  In
               the case of any decision by the Committee with respect to a claim
               for benefits under the Plan,  the Committee  shall include in its
               minutes  a brief  explanation  of the  grounds  upon  which  such
               decision was based.

          (c)  In performing  their duties,  the members of the Committee  shall
               act solely in the  interest of the  Participants  in the Plan and
               their beneficiaries and:

               (1)  for the  exclusive  purpose  of  providing  benefits  to the
                    Participants and their beneficiaries;

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

               (3)  in accordance with the documents and  instruments  governing
                    the Plan  insofar  as such  documents  and  instruments  are
                    consistent  with  the  provisions  of Title I of  ERISA.  In
                    addition to any other  duties the  Committee  may have,  the
                    Committee shall  periodically  review the performance of the
                    Trustee and any Investment  Managers and the  performance of
                    all  other  persons  to  whom  fiduciary  duties  have  been
                    delegated or allocated  pursuant to the  provisions  of this
                    Article XV.

          (d)  The Company  agrees to indemnify  and  reimburse,  to the fullest
               extent permitted by law, members of the Committee,  directors and
               Employees of an Employer and all such former  members,  directors
               and  Employees,  for any and all expenses,  liabilities or losses
               arising out of any act or omission  relating to the  rendition of
               services for or the management and administration of the Plan.

          (e)  No  member of the  Committee  nor any of its  delegates  shall be
               personally  liable by virtue of any contract,  agreement or other
               instrument made or executed by him or her or on his or her behalf
               in such capacity.

         Section 15.3 Control and  Management of Assets.  The assets of the Plan
shall be held by the  Trustee,  in trust,  and shall be managed  by the  Trustee
and/or  one or  more  Investment  Managers  appointed  from  time to time by the
Committee; provided, however, that the Committee shall have investment authority
with respect to loans approved  pursuant to Section 11.13, and may, from time to
time,  determine  that the  Trustee  shall be  subject to the  direction  of the
Committee with respect to certain other  investments,  in which case the Trustee
shall be subject to proper  directions of the Committee  which are in accordance
with the terms of the Plan and which are not contrary to applicable law.

         Section 15.4  Benefits to be Paid from Trust.  Benefits  under the Plan
shall be payable only from the Trust Fund and only to the extent that such Trust
Fund shall suffice  therefore and each  Participant  assumes all risk  connected
with any decrease in market price of any  securities  in the  respective  Funds.
Neither  the  Company  nor any  Affiliate  shall have any  liability  to make or
continue from its own funds the payment of any benefits under the Plan.

         Section  15.5  Expenses.  There  shall be paid from the Trust  Fund all
expenses incurred in connection with the  administration of the Plan,  including
but not limited to the  compensation  of the Trustee,  record  keeping fees, the
reasonable  fees of counsel for the Trustee for legal  services  rendered to the
Trustee  and the fees of  Investment  Managers  appointed  with  respect  to the
investment and  reinvestment  of the Trust Fund,  except to the extent that such
expenses and fees are paid by the  Employer.  There shall be paid from the Trust
Fund all taxes of any and all kinds  whatsoever  that may be levied or  assessed
under  existing  or future  laws  upon or in  respect  of the Trust  Fund or any
property  of any  kind  forming  a part  thereof  and  all  expenses,  including
brokerage costs and transfer  taxes,  incurred in connection with the investment
and reinvestment of the Trust Fund.

         Section 15.6 Overpayments. Any overpayment made to a Participant may be
withheld from subsequent payments made to such Participant or from payments made
to  his/her  surviving  spouse or  beneficiary  until the  overpayment  has been
recouped.


                                   ARTICLE XVI
                                CLAIMS PROCEDURE

         Section 16.1 Filing of Claims. Claims for benefits under the Plan shall
be filed in writing on such form or forms as may be  prescribed by the Committee
with the General Manager.

         Section  16.2 Appeal of Claims.  Written  notice  shall be given to the
claiming  Participant or beneficiary of the  disposition of such claim,  setting
forth  specific  reasons for any denial of such claim in whole or in part.  If a
claim  is  denied  in whole  or in  part,  the  notice  shall  state  that  such
Participant or beneficiary may, within sixty days of the receipt of such denial,
request  in writing  that the  decision  denying  the claim be  reviewed  by the
Committee and provide the Committee  with  information  in support of his or her
position by  submitting  such  information  in writing to the  Secretary  of the
Committee.

         Section 16.3 Review of Appeals.  The Committee  shall review each claim
for benefits which has been denied in whole or in part and for which such review
has been  requested and shall notify,  in writing,  the affected  Participant or
beneficiary  of its decision and of the reasons  therefor.  All decisions of the
Committee shall be final and binding upon all of the parties involved.


                                  ARTICLE XVII
                             MERGER OR CONSOLIDATION

         Section  17.1  Merger or  Consolidation.  In the case of any  merger or
consolidation  of the Plan with,  or transfer of assets or  liabilities  to, any
other  plan,  each  Participant  or  beneficiary  shall be entitled to receive a
benefit immediately after the merger, consolidation or transfer (if the Plan had
been  terminated)  which is equal to or greater than the benefit he or she would
have been entitled to receive  immediately  before the merger,  consolidation or
transfer (if the Plan had then  terminated).  A merger or  consolidation  of the
Plan with, or transfer of assets or liabilities  to, any other plan shall not be
deemed to be a  termination  or  discontinuance  of deposits  and  contributions
having the effect of such termination of the Plan.


                                  ARTICLE XVIII
                           NON-ALIENATION OF BENEFITS

         Section  18.1  Non-Alienation  of  Benefits.  Except as provided  under
Sections  11.13 and 22.1, no benefit or right under the Plan shall in any manner
or to any extent be assigned,  alienated or  transferred  by any  Participant or
beneficiary  under the Plan or be subject to  attachment,  garnishment  or other
legal process.

                                   ARTICLE XIX
                                   AMENDMENTS

         Section 19.1  Amendment  Process.  The Company  reserves the right,  by
action of the Board of Directors, but subject to applicable law, at any time and
from time to time, to modify, suspend or amend in whole or in part any or all of
the  provisions  of the  Plan,  provided  that no  modification,  suspension  or
amendment  shall make it possible to deprive any Participant or beneficiary of a
previously  acquired  right;  and provided  further  that no such  modification,
suspension or amendment shall make it possible for any part of the assets of the
Plan to be used for or diverted to purposes other than for the exclusive benefit
of Participants  and their  beneficiaries  under the Plan and for the payment of
expenses of the Plan.


                                   ARTICLE XX
                                   TERMINATION

         Section 20.1  Authority to  Terminate.  The Plan may be  terminated  in
whole or in part at any time by the Board of Directors,  but only upon condition
that such  action is taken as shall  render  it  impossible  for any part of the
corpus or income of the Trust Fund to be used for or diverted to purposes  other
than for the exclusive  benefit of the Participants or their  beneficiaries  and
for the payment of expenses of the Plan.

         Section 20.2 Distribution Upon Termination. Upon termination or partial
termination  of the Plan or upon the  complete  discontinuance  of Deposits  and
Employer  Contributions  under the Plan,  the  assets of the Trust Fund shall be
administered and distributed to the Participants or their  beneficiaries at such
time or times  and in such  nondiscriminatory  manner  as is  determined  by the
Committee.  Upon  termination  or  partial  termination  of the Plan or upon the
complete  discontinuance of Deposits and Employer  Contributions under the Plan,
the  rights of all  affected  Participants  as of the date of such  termination,
partial  termination or  discontinuance  of Deposits and Employer  Contributions
shall be nonforfeitable.


                                   ARTICLE XXI
                       PLAN CONFERS NO RIGHT TO EMPLOYMENT

         Section  21.1 No Right to  Employment.  Nothing  contained  in the Plan
shall be  construed  as  conferring  any legal  rights upon any  Employee  for a
continuation  of employment or shall interfere with the rights of an Employer or
an Affiliate to discharge  any Employee or otherwise to treat him or her without
regard to the effect which such  treatment  might have upon such  Employee  with
respect to the Plan, except as may be limited by applicable law.


                                  ARTICLE XXII
                                ALTERNATE PAYEES

         Section 22.1 Alternate Payees Under QDROs. In the event that a domestic
relations  order of any State is received by the Plan and thereafter  determined
to be a Qualified  Domestic  Relations  Order (QDRO)  within the meaning of Code
section 414p, the vested portion of the Account of the Participant to which such
QDRO is directed shall be  apportioned  as specified in such QDRO,  valued as of
the business day preceding the date  specified in such QDRO.  Upon notice to the
Committee that a QDRO is being sought with respect to a  Participant's  Account,
no  distribution  or loan shall be made to a Participant  until such time as the
status  of the QDRO is  determined.  The  alternate  payee of the  Participant's
Account shall  thereafter  participate in the Plan in accordance with its terms,
except such person shall not have the rights or benefits provided in Article IV,
Article V and in Section  11.13.  If a QDRO is issued and the amount awarded the
alternate  payee  exceeds  the  value  of the  Participant's  Account  less  the
outstanding  loan  balance,  such loan shall be deemed to be in default  and the
Participant shall immediately repay the loan.  Notwithstanding the provisions of
this Article, the Plan may, without the consent of any such alternate payee, pay
to  such  alternate  payee  the  value  of his or her  respective  share  of the
apportioned Account of the Participant, if the value thereof as so determined is
$5,000.00 or less.  If a QDRO so provides,  benefits may be paid to an alternate
payee before they would otherwise be  distributable  under the Plan, and no such
distribution  to an  alternate  payee  shall be treated as a  withdrawal  by the
Participant for purposes of Article XI.

                                  ARTICLE XXIII
                                  CONSTRUCTION

         Section 23.1 Governing Law. The Plan shall be governed by and construed
and administered under the laws of the State of New Jersey, except to the extent
superseded by ERISA.

         Section 23.2  Headings.  The headings are for  reference  only.  In the
event of a conflict  between a heading and the content of an Article or Section,
the content shall control.