EL CHICO RESTAURANTS, INC.

                               EXCESS SAVINGS PLAN


                              W I T N E S S E T H:

     WHEREAS, EL CHICO RESTAURANTS, INC. (the "Company") desires to adopt the EL
CHICO RESTAURANTS, INC. EXCESS SAVINGS PLAN effective as of January 1, 1994, for
the benefit of its eligible, highly compensated employees.

     NOW, THEREFORE, the EL CHICO RESTAURANTS, INC. EXCESS SAVINGS PLAN shall be
and is hereby adopted effective as of January 1, 1994, to read as follows:


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DEFINITIONS AND CONSTRUCTION
         1.01 Definitions.  Where the following words and phrases appear in this
Plan,  they shall have the  respective  meanings set forth  below,  unless their
context clearly indicates to the contrary:

(1)      Accounts:  A Participant's Savings Account. This Account may be divided
         into subaccounts as appropriate.

(2)      Act:  The "Employee Retirement Income Security Act of 1974", as amended
         from time to time.

(3)      Authorized  Leave of  Absence:  Any absence  authorized  by the Company
         under the Company's  standard  personnel  practices,  provided that all
         persons  under  similar  circumstances  must be  treated  alike  in the
         granting of such Authorized Leaves of Absence.

(4)      Benefit  Disbursement Date: With respect to each Participant,  the date
         the first payment is made under this Plan to provide a benefit for such
         Participant  or his  beneficiary.  In  general,  this date shall  occur
         within  thirty  (30) days  after  the  Participant's  death,  certified
         disability or other severance from employment.

(5)      Code:  The Internal Revenue Code of 1986, as amended.

(6)      Commencement Date:  The  date on  which an  employee first  performs an
         Hour of Service.

(7)      Committee:  The  administrative committee appointed by the directors to
         administer the Plan.

(8)      Company:  El  Chico  Restaurants,   Inc.,  a  Texas  corporation  whose
         corporate offices are located in Dallas, Texas.

(9)      Compensation:  The total of all wages  and  other  amounts  paid by the
         Company or any Employing  Company (in the course of its business) to or
         for the benefit of an employee for services rendered or labor performed
         which is required to be reported on the employee's Form W-2, excluding,
         however, amounts paid or reimbursed by the company or employing Company
         for moving expenses incurred by the Employee (but only to the extent it
         is  reasonable  to believe at the time of the  payment  that the moving
         expenses will be deductible under Section 217 of the Code), and without
         regard to any rules that limit the amount to be included in wages based
         on the nature or location of the service performed. Notwithstanding the
         foregoing,  for purposes of Sections 1.01(11) and 4.01, a Participant's
         Compensation shall include amounts which he could have received in cash
         in lieu of a Savings  Deferral under this Plan and any salary  deferral
         or elective  contributions  under any code Section  401(k) or cafeteria
         plan.

(10)     Directors:  The Board of Directors of the Company.



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(11)     Eligible  Employee:  Any  Salaried Employee: (i) whose  annual rate  of
         Compensation as  determined on  his commencement  Date, is in excess of
         the Fifty Thousand dollar ($50,000) amount set  forth in section 414(q)
         (1)(C) of the Code as adjusted  from time to  time by the  Secretary of
         the  Treasury; or  (ii) who,  for any year  after 1992  and immediately
         before  the  year for  which  eligibility  for participation  is  being
         determined, earned Compensation in excess  of the Fifty Thousand dollar
         ($50,000)  amount  set forth  in section  414(q)(1)(C) of the  Code, as
         adjusted from time to time by the Secretary of the Treasury.

(12)     Employee:   Any individual  employed by  the Company,  or by  any other
         employing Company.

(13)     Employing Company: The Company and any other corporation,  association,
         partnership or proprietorship which adopts this Plan in accordance with
         the consent of the Company shall be called an "Employing Company". Such
         Employing Company shall be identified in Appendix A hereto.

(14)     Enrollment Form:  That form provided by the Committee pursuant to which
         the  Participant   authorizes  the   Company  to   reduce  his   future
         Compensation in the form of Savings Deferrals.

(15)     Hours of Service:  See Section 3.01(a) herein.

(16)     Participant:  Any employee who has met the eligibility requirements for
         participation  in this Plan as set forth in Article  III herein and has
         elected to participate by filing a properly executed Enrollment Form.

(17)     Plan:  El Chico  Restaurants,  Inc. Excess  Savings  Plan, which  is  a
         nonqualified,  unfunded plan  of deferred  compensation,  as it  may be
         amended from time to time.

(18)     Plan Quarter:  Any  three (3  consecutive  month  period commencing  on
         January 1, April 1, July 1 or October 1 of any Plan Year.

(19)     Plan Year:  Any twelve (12)  consecutive month  period commencing  upon
         January 1 of each year.

(20)     Salaried Employee:  An  Employee who is  listed in the  Company's books
         and paid on a salaried basis.

(21)     Savings Account: An individual bookkeeping account for each Participant
         to which is credited the Savings Deferrals made by such Participant and
         to which is credited or debited such Account's allocation of net income
         or net loss  determined on the basis of the performance of the fund, or
         funds, in which such account is considered to be invested. This account
         will   include  both  Savings   Deferrals  by   participants   and  any
         discretionary  company matching  contribution  made pursuant to Section
         4.02 hereof.



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(22)     Savings Deferrals:  Deferrals made  under the Plan by a  Participant in
         accordance with the Participant's elections to defer Compensation under
         the Plan's deferral arrangement as described in Section 4.01.

(23)     Taxable Year:  The annual  accounting period adopted by the Company for
         federal income tax purposes.

(24)     Trust Agreement:  Any agreement entered into  between the Company and a
         Trustee establishing  a trust  to hold  and invest  some or all  of the
         contributions made under  the Plan and from  which the  benefits may be
         distributed.  Any such  agreement must  be a  model trust  agreement as
         approved by the  Internal revenue  Service in Rev.  Proc. 92-64  or its
         successor.

(25)     Trust Fund: Any funds and properties held pursuant to the provisions of
         the Trust  Agreement  for the use and benefit of the  Participants  and
         their  beneficiaries,  or the  creditors of the Company in the event of
         the  Company's  insolvency,  together  with  all  income,  profits  and
         increments thereto.

(26)     Trustee:  The trustee or trustees  qualified and acting under the Trust
         Agreement that may, at any time, form part of this Plan.

(27)     Valuation Date:   The  last  day  of  any calendar  month (or  the next
         preceding business day if such date falls on a weekend or holiday), and
         such other date(s) as the Committee may designate from time to time.

         1.02 Number and Gender.  Wherever appropriate herein, words used in the
singular shall be considered to include the plural and the plural to include the
singular. The masculine gender, where appearing in this Plan, shall be deemed to
include the feminine gender.

         1.03  Headings.  The  headings  of  Articles  and  Sections  herein are
included  solely  for  convenience  and if there is any  conflict  between  such
headings and the text of the Plan, the text shall control.


                                       II.

                                 ADMINISTRATION

         2.01 Appointment of Committee.  The general  administration of the Plan
shall be vested in the  Committee  which shall be appointed by the directors and
shall consist of three (3) or more persons.  Any  individual,  whether or not an
Employee,  is eligible to become a member of the  Committee.  Each member of the
Committee shall, before entering upon the performance of his duties,  qualify by
signing a consent to serve as a member of the  Committee  under and  pursuant to
the Plan and by filing such consent with the records of the Committee.



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         2.02 Term,  Vacancies,  Resignation  and  Removal.  Each  member of the
Committee  shall  serve  for a term of one (1) year  and  thereafter  until  his
successor is appointed.  The  directors  may, in their  discretion,  reappoint a
member of the Committee for a subsequent  term or terms.  If at any time and for
any reason there is a vacancy on the  Committee,  the Directors  shall appoint a
substitute member to fill such vacancy for the remainder of the then current one
(1) year term.

         At any time during his term of office,  a member of the  Committee  may
resign by  giving  written  notice  to the  directors  and the  Committee,  such
resignation to become effective upon receipt by the Company.  At any time during
his term of office, and for any reason, a member of the Committee may be removed
by the directors.

         2.03  Officers,  Records  and  Procedures.  The  Committee  may  select
officers and may appoint a secretary who need not be a member of the  Committee.
The  Committee  shall  keep  appropriate  records  of its  proceedings  and  the
administration  of the Plan and shall  make  available  for  examination  during
business hours to any Participant or beneficiary of a deceased  participant such
records as pertain to that  individual's  interest  in the Plan.  The  Committee
shall  designate  the person or persons who shall be  authorized to sign for the
Committee  and, upon such  designation,  the signature of such person or persons
shall bind the Committee.

         2.04 Meetings.  The Committee  shall hold meetings upon such notice and
at such  time and  places  as it may from  time to time  determine.  Notice to a
member shall not be required if waived in writing by that member.  A majority of
the members of the Committee  duly appointed  shall  constitute a quorum for the
transaction of business. All resolutions or other actions taken by the Committee
at any meeting where a quorum is present shall be by vote of a majority of those
present at such  meeting  and  entitled to vote.  Resolutions  may be adopted or
other action taken without a meeting upon written  consent  signed by all of the
members of the Committee.

         2.05  Self-Interest of  Participants.  No member of the Committee shall
have any right to vote or decide  upon any  matter  relating  solely to  himself
under the Plan or to vote in any case in which his individual right to claim any
benefit  under  the  Plan is  particularly  involved.  In any  case  in  which a
Committee  member is so  disqualified  to act, and the remaining  members cannot
disagree,  the directors shall decide the matter in which such Committee  member
is disqualified.

         2.06  Claims  Review.  Upon  retirement,  death or other  severance  of
employment,  a  Participant,   his  beneficiary  or  representative  shall  make
application  to the  Committee  requesting  payment of benefits  due him and the
manner of payment. The Committee shall accept, reject or modify such request and
shall no later  than  sixty  (60) days  after  receipt  of the claim  notify the
Participant,  beneficiary  or  representative  in  writing,  setting  forth  the
response  of the  Committee  and, in the case of a denial or  modification,  the
Committee shall:

     (a) state the specific reason or reasons for the denial or modification;

     (b) provide  specific  reference to pertinent Plan  provisions on which the
denial or modification is based;



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     (c)  provide  a  description  of any  additional  material  or  information
necessary for the Participant,  his beneficiary or representative to perfect the
claim and an explanation of why such material or information is necessary; and

     (d) explain the Plan's claim review procedure as contained herein.

In the event the request is denied or modified, and the participant, beneficiary
or representative desires to have such denial or modification reviewed, he must,
within  sixty  (60) days  following  receipt  of the  notice  of such  denial or
modification,  submit a  written  request  for  review by the  Committee  of its
initial  decision.  Within  sixty (60) days  following  such  request for review
(unless special circumstances, such as the need to hold a hearing, if necessary,
requires an extension of time for  processing,  in which case upon notice to the
claimant before the expiration of such sixty (60) day period,  such period shall
be  extended to one  hundred  twenty  (120)  days) the  Committee  shall,  after
providing a full and fair hearing,  render its final  decision in writing to the
Participant,  beneficiary or  representative  stating  specific reasons for such
decision.

         2.07  Compensation,  Bonding and  Expenses of  Committee  Members.  The
members of the Committee  shall not receive  compensation  with respect to their
services  for the  Committee.  To the extent  required  by  applicable  law,  or
required by the Company, members of the Committee shall furnish bond or security
for the performance of their duties hereunder. Any expenses properly incurred by
the Committee incident to the administration,  termination, or protection of the
Plan and Trust, including the cost of furnishing any bond or security,  shall be
paid as provided in Section 10.01.

         2.08 Committee  Powers and Duties.  The Committee  shall  supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof  and shall  have all  powers  necessary  to  accomplish  these  purposes,
including, but not by way of limitation, the right, power, authority and duty:

                    (a)  to  make   rules,   regulations   and  bylaws  for  the
                         administration  of the Plan which are not  inconsistent
                         with the terms and  provisions  hereof,  provided  such
                         rules,  regulations and bylaws are evidenced in writing
                         and copies  thereof are delivered to the Trustee and to
                         the Company;

                    (b)  to  construe  all  terms,  provisions,  conditions  and
                         limitations  of the Plan,  and in all such  cases,  the
                         construction  necessary  for the Plan to qualify  under
                         the applicable provisions of the Code shall control;

                    (c)  to  correct  any  defect  or  supply  any  omission  or
                         reconcile  any  inconsistency  that may  appear  in the
                         Plan,  in such  manner  and to such  extent as it shall
                         deem  expedient  to carry the Plan into  effect for the
                         greatest benefit of all interested parties;

                    (d)  to employ and compensate such  accountants,  attorneys,
                         investment  advisors and other agents and  employees as
                         the  Committee  may deem  necessary or advisable in the
                         proper and efficient administration of the Plan;


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                    (e)  to determine all questions relating to eligibility;

                    (f)  to determine the amount,  manner and time of payment of
                         any benefits  hereunder and to prescribe  procedures to
                         be followed by distributees in obtaining benefits;

                    (g)  to make a  determination  as to the right of any person
                         to a benefit under the Plan; and

                    (i)  to receive  and review  reports  from the Trustee as to
                         the  financial  condition of the Trust Fund,  including
                         its receipts and disbursements.

         Every interpretation,  choice,  determination or other exercise, by the
Committee of its discretion,  whether such discretion is either  expressly or by
implication  authorized  in this Plan,  shall be  conclusive  and binding on all
parties directly or indirectly  affected without  restriction,  however,  on the
right of the Committee in its sole and absolute  discretion  to  reconsider  and
redetermine such actions.

         2.09  Investment  Power.   Notwithstanding  anything  to  the  contrary
contained herein, in addition to the power to appoint an investment manager, the
Committee shall have the power to direct the Trustee as to any investments which
otherwise are to be made in the Trustee's  discretion;  provided,  however, that
should the  Committee  exercise  this power,  the  Trustee  shall be relieved of
liability with respect to investments to the extent permitted by law.

         2.10 Company to Supply  Information.  The Company shall supply full and
timely  information  to  the  Committee  relating  to  the  compensation  of all
Participants, their ages, their retirement, death or other cause for termination
of employment and such other pertinent  facts as the Committee may require.  The
Company  shall advise the Trustee of such of the  foregoing  facts as are deemed
necessary for the Trustee to carry out the Trustee's duties under the Plan. When
making a  determination  in connection  with the Plan,  the  Committee  shall be
entitled to rely upon the aforesaid information furnished by the Company.

         2.11 Company to Indemnify  Committee.  To the extent  permitted by law,
the Company shall  indemnify any member of the  Committee,  and any other person
who  performs  services  to the  Plan on an  uncompensated  basis,  and hold him
harmless against any and all liabilities,  losses, costs and expenses (including
legal fees and expenses) of  whatsoever  kind and nature which may be imposed on
or incurred by or asserted  against him at any time by reason of his services to
the Plan if he did not act dishonestly or otherwise in willful  violation of the
law under which such liability, cost or expense arises. This indemnity shall not
preclude such other indemnities as may be available under insurance purchased by
the  Company  or  under  any  bylaw,   agreement,   action  of  shareholders  or
disinterested  directors or otherwise,  to the extent permitted by law. Payments
of any indemnity,  expenses or fees under this Section shall be made solely from
assets of the Company and not, directly or indirectly, from trust funds.


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                                      III.

                                  PARTICIPATION

         3.01(a) Eligibility.  Any Eligible Employee shall be entitled to become
a  Participant  commencing  with the first pay period  beginning on or after the
first day of the immediately following Plan Year provided such Eligible Employee
is at least 21 years of age and has completed  one (1) Year of Service.  A "Year
of Service" is defined as each Plan Year in which the Employee is credited  with
one thousand  (1,000) Hours of Service.  An "Hour of Service" is defined as each
hour for which the  Employee is paid or entitled to payment by the  Company,  an
Employing Company or any related employer under the Code. Hours of Service shall
be determined on the basis of months worked;  an Employee shall be credited with
one hundred  ninety (190) Hours of Service for a month if such Employee would be
credited with at least one (1) Hour of Service during that month.

         Any Eligible  Employee who was a Participant  prior to a termination of
his employment  shall be eligible to become a Participant  immediately  upon his
reemployment (or, if later attaining status) as an Eligible Employee.

         Participation in the Plan is voluntary.  Any Eligible Employee entitled
to become a  Participant  may do so upon the date on which he first  becomes  so
entitled by executing  and filing with the  Committee,  prior to such date,  the
Enrollment Form prescribed by the Committee.  Any Eligible Employee who does not
become a Participant upon the date on which he first becomes entitled may become
a Participant  with the first pay period  beginning on or after the first day of
any subsequent  Plan Year by executing and filing such  Enrollment Form prior to
the first day of such Plan Year.

         3.01(b)  Effect  of  Change  in   Compensation.   If  a   Participant's
Compensation in a subsequent year drops below the dollar limitation  referred to
in Section 1.01(12)(ii), such Participant shall no longer be considered eligible
to  participate  (since he is no longer an Eligible  Employee) for the next Plan
Year or any  subsequent  Plan Year until he again becomes an Eligible  Employee.
Upon becoming an Eligible  Employee in a Plan Year,  the  participant  may again
make an election to participate  commencing with the first pay period  beginning
on or after the first day of the next following Plan Year.


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                                       IV.

                              DEFERRED COMPENSATION

         4.01  Savings Deferrals.

         (a)      An eligible  Participant  may elect to defer from four percent
                  (4%) to one  hundred  percent  (100%)  of  Compensation  to be
                  credited to his Savings Account under the Plan.

                  Compensation  for a Plan Year not so deferred by such election
                  or by any other applicable  deferral  election [e.g.,  Section
                  125 of the Code]  shall be  received  by such  Participant  in
                  cash. A Participant's  initial  election to defer an amount of
                  his  Compensation  pursuant to this Section 4.01 shall be made
                  by properly  executing an Enrollment  Form. The reduction in a
                  Participant's  Compensation  for a Plan Year  pursuant  to his
                  election  under  an  enrollment  Form  shall  be  effected  by
                  Compensation  reductions as of each payroll period within such
                  Plan Year.

         (b)      An eligible Participant's Enrollment  Form shall  be effective
                  as to Compensation earned  on and  after the first  pay period
                  commencing on  or after the first  day of the  first Plan Year
                  after  it  is  executed.  An  Enrollment  Form, once executed,
                  shall remain in force and effect for all periods following the
                  date of its  execution until  modified  or terminated or until
                  such Participant terminates his employment.  A Participant who
                  has elected to defer a portion of  his Compensation may change
                  his deferral  election percentage within the percentage limits
                  set forth  in Subsection (a) above,  effective as of the first
                  pay period commencing on or after  the first day of any future
                  Plan Year, by  executing a  New  Enrollment Form  prior to the
                  first day of such Plan Year.

         (c)      An  eligible  Participant  may  cancel  his  enrollment  Form,
                  effective  as of the first pay period  commencing  on or after
                  the first day of any future Plan Year,  by executing  the form
                  prescribed  by the  Committee  for such  purpose  prior to the
                  beginning  of such future Plan Year.  An eligible  Participant
                  who  so  cancels  his   Enrollment   Form  may  resume  active
                  participation  in the  Plan,  effective  as of the  first  pay
                  period  commencing on or after the first day of any subsequent
                  Plan Year,  by  executing a new  Enrollment  Form prior to the
                  first day of such subsequent Plan Year.

         4.02 Employer Contributions. The Company and any Employing Company may,
in its sole and  absolute  discretion,  credit  discretionary  company  matching
contributions under the Plan after the end of each Plan Year in such amounts and
percentages of Savings  Deferrals of eligible  Participants for the Plan Year as
determined  by  the  Company  and  any  Employing  Company  at  that  time.  Any
discretionary company matching  contributions shall be credited to each eligible
Participant's  Savings  Account in accordance with the matching scheme set forth
by the Company or an Employing Company.



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         4.03 Payments to Trustee.  Amounts  credited under the Plan may only be
contributed  directly to the Trust Fund at any time. On or about the date of any
such  contribution,  the  Committee  shall be  informed as to the amount of such
contribution.


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                                       V.

                    ALLOCATIONS, ADJUSTMENTS AND WITHDRAWALS
                           IN ACCOUNT VALUES OF FUNDS

         5.01  Allocation of Deferrals.

         (a)      Savings  Deferrals  made by a Participant  pursuant to Section
                  4.01 shall be credited to such  Participant's  Savings Account
                  as of the  last  day of the  pay  period  in  which  they  are
                  deferred.

         (b)      Each Participant's  Accounts shall be divided into subaccounts
                  to reflect  such  Participant's  investment  designation  in a
                  particular  fund  option(s)  pursuant  to  Section  5.03,  his
                  distribution designation made on the enrollment Form or Forms,
                  or for any other good administrative purpose.

         5.02  Valuation of Accounts and Adjustment for Earnings and Losses.

         (a)      A  Participant's   Accounts  shall  be  adjusted  as  of  each
                  applicable  Valuation  Date to  reflect  the  earnings  and/or
                  losses  that would have  resulted if those  Accounts  had been
                  invested in accordance with the Participant's selection of the
                  mutual fund options  described in Section  5.03.  All Accounts
                  and subaccounts shall be valued at fair market value as of the
                  Valuation Date.

         (b)      If a Participant's  employment is terminated for any reason or
                  he is no longer  eligible to  participate  in this Plan,  such
                  participant's  Savings  Account under this Plan shall continue
                  to receive  periodic  adjustments  pursuant  to this  Section;
                  provided,  however,  that the value of such  Account as of the
                  date of the  preceding  Valuation  Date  shall  reduced by the
                  amount of any payments made  therefrom  since the date of such
                  preceding valuation.

         5.03  Investment Options.

         (a)      Subject  to  any   limitations  in  Section  5  of  the  Trust
                  Agreement, a Participant may designate how much of his Savings
                  Deferrals  and  Savings  Account  shall  be  considered  to be
                  invested in each fund option. Subject to Subsection (c) below,
                  a Participant  may  designate all of his Savings  Deferrals to
                  any one fund option or any combination of fund options so long
                  as the  percentage  designated  to any one  fund  option  is a
                  specified whole percentage of his Savings Deferrals of Savings
                  Account. No other type of designation will be permitted.

         (b)      Subject to any limitation in Section 5 of the Trust Agreement,
                  a Participant may change his option designation for his future
                  Savings Deferrals,  at any time, effective as of the first day
                  of the first pay  period  beginning  in the next Plan  Quarter
                  and/or  his  designation  for  his  existing  Savings  Account
                  balances, effective as of the first day of


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                  the next Plan  Quarter,  by  instruction  through a  telephone
                  access  system made before the beginning of such Plan Quarter.
                  Any and all changes in options  shall be in whole  percentages
                  of his Savings Deferrals or his Savings Account balance.

         5.04  Withdrawals.

         (a)      A  Participant  who  has  an   unforeseeable   emergency,   as
                  determined  by the  Committee,  may withdraw  from his Savings
                  Account an amount not to exceed the lesser of:

                  (i)      the  then  value  of  his  Savings  Account as of the
                           Valuation  Date  coincident   with   or   immediately
                           preceding the withdrawal, or

                  (ii)     the lesser amount  determined by the Committee  under
                           the standards set forth  herein,  as being  available
                           for withdrawal pursuant to this Section.

                  For purposes of this Section,  "unforeseeable emergency" means
                  an  unanticipated  emergency that is caused by an event beyond
                  the control of the Participant and that would result in severe
                  financial hardship to the Participant if early withdrawal were
                  not permitted. A withdrawal based upon unforeseeable emergency
                  pursuant to this section shall not exceed the amount  required
                  to  meet  the   immediate   financial   need  created  by  the
                  unforeseeable  emergency (including the amount required to pay
                  taxes due on the withdrawal) and not reasonably available from
                  other resources of the Participant.  The  determination of the
                  existence of a Participant's  unforeseeable  emergency and the
                  amount  required to be distributed to meet the need created by
                  the unforeseeable emergency shall be made by the Committee.

         (b)      A  Participant  may elect to withdraw the full value of his or
                  her Savings  Account by making an election in accordance  with
                  any  uniform  procedure  prescribed  by the  Committee  and in
                  effect from time to time,  any such  election must be made two
                  (2) years before the date the  withdrawal is to be made and is
                  irrevocable  once made.  Commencing as of the beginning of the
                  Plan  quarter   after  the   withdrawal   is   received,   the
                  Participant's  right to make any  Salary  Deferrals  under the
                  Plan shall be suspended for two (2) complete years.


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                                       VI.

                               SEVERANCE BENEFITS

         6.01 Severance Benefit. Each Participant whose employment is terminated
for any reason other than certified  disability or death shall be paid a benefit
equal in value to the value of his  savings  Account  (inclusive  of any Savings
Deferrals  credited after a Valuation Date), as of the Valuation Date coincident
with or immediately preceding his Benefit Disbursement Date.

         A   Participant   shall  at  all  times  have  a  100%   fully   vested
nonforfeitable interest in his Savings Account.

         6.02  Termination of Employment.  The following  shall not constitute a
termination  of employment  for purposes of  distribution  of benefits under the
Plan:

         (a)      An  Authorized  Leave  of  Absence,  provided,  however,  that
                  failure  to  return  to the  employ  of the  Company  upon the
                  expiration   of  such   authorized   Leave  of  Absence  shall
                  constitute a termination as of the date of such expiration; or

         (b)      Transfer to employment with any Employing Company.

         6.03 Sale of Assets. Notwithstanding any other provision of the Plan to
the contrary,  in the event that either the Company or other  Employing  Company
sells  substantially  all of its  assets  used by in its trade or  business,  an
Employee who continues employment with the entity acquiring such assets shall be
considered  to have  severed  employment  and  shall be  entitled  to  receive a
distribution in an amount equal in value to the value of his Account  determined
as of the Valuation Date  coincident  with or immediately  preceding his Benefit
Disbursement Date.


CORPDAL:63526.1  14047-00001                           13

<PAGE>



                                      VII.

                               DISABILITY BENEFITS

         7.01 Disability Determined.  Upon written request by the Participant or
upon the  Committee's own  initiative,  the Committee shall determine  whether a
participant  has become  unable to perform the duties of his  position  due to a
physical or mental disability and shall so notify such Participant  within sixty
(60)  days  thereafter.  A  Participant  shall be  considered  disabled  if such
disability is so certified by the Committee and,  unless waived by the Committee
as unnecessary,  supported by a written  medical  opinion that such  participant
will be incapable of performing his job for physical or mental reasons.

         7.02  Disability  Benefits.  In  the  event  of  the  disability  of  a
Participant,  as of the Committee's  certification thereof, such Participant and
shall be paid a  benefit  equal in value to the value of his  Account  as of the
Valuation Date coincident with or immediately preceding his Benefit Disbursement
Date.


CORPDAL:63526.1  14047-00001                           14

<PAGE>



                                      VIII.

                                 DEATH BENEFITS

         8.01 Death Benefits. Upon the death of a Participant, the Participant's
beneficiary  shall be entitled  to a benefit  equal in value to the value of the
Participant's  Savings  Account  as of the  Valuation  Date  coincident  with or
immediately preceding his Benefit Disbursement Date.

         8.02  Designation of Beneficiaries.

                    (a)  Each Participant  shall have the unrestricted  right to
                         designate the beneficiary or  beneficiaries  to receive
                         payment of his benefit.  Each such designation shall be
                         made by executing a "Beneficiary  Designation Form" and
                         filing same with the  Committee.  Any such  designation
                         may  be  changed  at any  time  by  execution  of a new
                         designation   in   accordance    with   this   Section.
                         Notwithstanding the foregoing,  if a Participant who is
                         married on the date of his death  designates other than
                         his   surviving   spouse  as  his   beneficiary,   such
                         designation  shall not be  effective  unless:  (i) such
                         spouse  has  consented  thereto  in  writing,  and such
                         consent acknowledges the effect of such designation and
                         is witnessed by a Plan  representative  (other than the
                         Participant)  or a notary public;  or (ii) such consent
                         may not be  obtained  because  such  spouse  cannot  be
                         located or because of other circumstances  described by
                         applicable Treasury regulations.

                    (b)  If no such  designation  is on file with the Committee,
                         at the  time of the  death of the  Participant  or such
                         designation   is  not   effective  for  any  reason  as
                         determined  by  the  Committee,   then  the  designated
                         beneficiary  or  beneficiaries  to receive such benefit
                         shall be as follows:

                        (1)  If a  Participant  leaves a  surviving spouse,  his
                        benefit shall be paid to such surviving spouse;

                        (2)  If  a  Participant  leaves  no   surviving  spouse,
                        his benefit shall be paid to such Participant's executor
                        or administrator.

         8.03 Benefits Payable to Minors or Other Persons with Limited Financial
Responsibility. If any amount is payable under this Plan either to a minor or to
any   beneficiary   who  appears  to  have  limited  or   restricted   financial
responsibility,  the Committee  shall have the sole and absolute right to either
pay such benefits to such person or to pay such  benefits to a custodial  parent
or guardian or guardian ad litem of such minor or other person or to the trustee
of a Medicare support trust for such person,  or to such other person or persons
as the committee shall determine. The Committee shall have the right but not the
duty to delay payments under this Plan until the committee's  receipt of a court
order  designating  the person to whom such payments  shall be made, the cost of
which shall be born by the beneficiary or guardian and not the Plan.


CORPDAL:63526.1  14047-00001                           15

<PAGE>



                                       IX.

                     TIME AND MANNER OF PAYMENT OF BENEFITS

         9.01  Form of Benefits for Participants.  For all purposes of the Plan,
benefits shall be paid in a lump sum in cash.

         9.02  Death Benefits.  For purposes of article VIII, the  death benefit
for a deceased Participant shall be paid to his designated beneficiary in a lump
sum in cash.


CORPDAL:63526.1  14047-00001                           16

<PAGE>



                                       X.

                             ADMINISTRATION OF FUNDS

         10.01 Payment of Expenses.  All expenses incident to the administration
of the Plan and any related Trust may be paid by the company and, if not paid by
the Company,  shall be paid by the Trustee from the Trust Fund and,  until paid,
shall constitute a claim against the Trust Fund which is paramount to the claims
of Participants and beneficiaries.

         10.02   Trust  Fund   Property.   All  income,   profits,   recoveries,
contributions,  and any and all moneys, securities and properties of any kind at
any time received or held by the Trustee  hereunder shall be held for investment
purposes in accordance with this Plan. The Committee shall maintain  accounts in
the name of each  Participant,  but the maintenance of an account  designated as
the account of a Participant  shall not mean that such participant  shall have a
greater or lesser  interest than that due him by operation of the Plan and shall
not be considered as  segregating  any funds or property from any other funds or
property  contained in the commingled funds. No Participant shall have any title
to any specific asset in the Trust Fund.

         10.03   Distributions   from  Participants'   Accounts.   Distributions
representing any or all of the credit value of a Participant's Accounts shall be
made by the Company or the Trustee only if,  when,  and in the amount and manner
directed in writing by the Committee.  Any distribution made to a Participant or
for his benefit shall be debited against such  participant's  Account value. The
trustee may make any payment  required  of the trustee  hereunder  by mailing or
delivering the Trustee's  check to the person to whom such payment is to be made
or may make such payment by a distribution  in kind or partly in kind and partly
in cash. The Company may act as the Trustee's  agent in delivering the Trustee's
check (or other property) to the person to whom a benefit payment is to be made.


CORPDAL:63526.1  14047-00001                           17

<PAGE>



                                       XI.

                                   TRUST FUND

         11.01  Trust Must Be Grantor  Trust.  As a means of  administering  the
amounts credited to participants and anticipating the liability the Company will
incur under the terms of this Plan, the Company may enter into one or more Trust
Agreements  with one or more Trustees and contribute to the Trust(s) assets that
shall be held therein  subject to the claims of the  Company's  creditors in the
event of the Company's  bankruptcy or insolvency  until paid to participants and
their  Beneficiaries in such manner and at such times as specified in this Plan;
provided,  however,  that any such Trust  Agreement  and any assets  held by the
Trustee to assist it in meeting its  obligations  shall  conform to the terms of
the Internal  Revenue  Service  model  grantor  trust  agreement as set forth in
Revenue  Procedure  92-64 or its successor.  The Trust  Agreement may be amended
from time to time as the Company deems  advisable,  and as the Internal  Revenue
Service may require or permit,  in order to effectuate  the purpose of the Plan.
In the event of the merger,  acquisition,  or reorganization of the Trustee, the
surviving  entity,  if still  empowered  with trust  powers,  shall  continue as
Trustee unless and until removed as otherwise provided in the Trust Agreement.


CORPDAL:63526.1  14047-00001                           18

<PAGE>



                                      XII.

                                    FIDUCIARY

         12.01  Article Controls.  This Article shall control over any contrary,
inconsistent or ambiguous provisions contained in the Plan.

         12.02 General Allocation of Duties.  each fiduciary with respect to the
Plan  shall  have only  those  specific  powers,  duties,  responsibilities  and
obligations as are  specifically  given him under the Plan. The Directors  shall
have the sole  responsibility for authorizing  contributions  under the Plan and
shall have the sole authority to appoint and remove members of the Committee and
to amend or terminate  this Plan in whole or in part.  The directors  shall also
have the  authority  to appoint  and  remove the  Trustee  and to  override  the
authority  of the  Committee in this  regard.  Except as otherwise  specifically
provided, the Trustee shall have the sole responsibility for the administration,
investment  and  management  of the assets  held under the Plan.  It is intended
under the Plan that each fiduciary  shall be responsible for the proper exercise
of his own powers, duties,  responsibilities and obligations hereunder and shall
not be responsible for any act or failure to act of another  fiduciary except to
the extent provided by law or as specifically provided herein.

         12.03   Delegation   and   Allocation.   The   Committee   may  appoint
subcommittees,  individuals  or any other agents as it deems  advisable  and may
delegate  to any of such  appointees  any or all of the powers and duties of the
Committee.  Such  appointment and delegation must be in writing,  specifying the
powers or  duties  being  delegated,  and must be  accepted  in  writing  by the
delegatee.  Upon such  appointment,  delegation and  acceptance,  the delegating
Committee  members shall have no liability for the acts or omissions of any such
delegatee,  as long as the  delegating  Committee  members do not violate  their
fiduciary responsibility in making or continuing such delegation.


CORPDAL:63526.1  14047-00001                           19

<PAGE>



                                      XIII.

                                   AMENDMENTS

         No  amendment  of the  Plan may be made  which  would  reduce  any then
nonforfeitable  interest of a  Participant.  Subject to these  limitations,  the
Company may make any  amendment  to the Plan  including,  but not limited to, an
increase or decrease of deferrals or contributions,  a change or modification of
the  method  of  allocation  of  contributions,  or a change  of the  provisions
relating to the administration of the Plan.

         In the event of an amendment,  each employing company will be deemed to
have  consented  to and  adopted  the  amendment  unless the  Employing  Company
notifies  El Chico  Restaurants,  Inc.,  the  Committee  and the  Trustee to the
contrary  in writing  within  thirty  (30) days  after  receipt of a copy of the
amendment,  in which case the rejection  will  constitute a withdrawal  from the
Plan and Trust by that Employing Company.


CORPDAL:63526.1  14047-00001                           20

<PAGE>



                                      XIV.

                DISCONTINUATION OF CONTRIBUTIONS AND TERMINATION

         14.01 Declaration of Intent.  The Company has established the Plan with
the bona fide intention and  expectation  that from year to year it will be able
to,  and will  deem it  advisable  to,  maintain  the Plan as  herein  provided.
However,   the  Company  realizes  that  circumstances  not  now  foreseen,   or
circumstances  beyond its control,  may make it either impossible or inadvisable
to continue the Plan. Therefore, the Company shall have the power to discontinue
credits under the Plan,  terminate  the Plan or partially  terminate the Plan at
any time  hereafter.  Each  member of the  Committee  and the  Trustee  shall be
notified of such discontinuance, termination or partial termination.

         14.02 Administration of Plan in Case of Discontinuance of Contributions
         or Termination.

         (a)      Unless the Plan is otherwise  amended prior to  dissolution of
                  the  Company,  the  Plan  shall  terminate  as of the  date of
                  dissolution of the Company.

         (b)      Upon discontinuance or termination, any previously unallocated
                  contributions,  credits and net increment  (or net  decrement)
                  shall be allocated  among the Accounts of the  Participants on
                  such date of  discontinuance  or termination  according to the
                  provisions of Article V, as if such date of  discontinuance or
                  termination  were  a  Valuation  Date.  Thereafter,   the  net
                  increments (or net decrements)  shall continue to be allocated
                  to the  Accounts of the  Participants  until the  balances are
                  distributed.  In the  event  of  termination,  the date of the
                  final distribution shall be treated as a Valuation Date.


CORPDAL:63526.1  14047-00001                           21

<PAGE>



                                       XV.

                                  MISCELLANEOUS

         15.01 Not Contract of Employment.  The adoption and maintenance of this
Plan shall not be deemed to be a contract  between the Company and any person or
to be consideration  for the employment of any person.  Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Company or to restrict the right of the Company to  discharge  any person at any
time nor shall the Plan be deemed to give the  Company  the right to require any
person to remain in the employ of the Company or to restrict any person's  right
to terminate his employment at anytime .

         15.02  Rights to  Payments  of a Claim  Against  General  Assets of the
Company.  This Plan is intended to be an unfunded  plan for purposes of the Code
and Title I of the Act. A  Participant's  status to enforce his rights under the
Plan is  that of a  general  unsecured  creditor  of the  Company  and the  Plan
constitutes  a mere  promise by the Company or other  Employing  Company to make
benefit payments in the future.

         15.03  Alienation  of Interest  Forbidden.  No right or interest of any
kind in any benefit shall be  transferable  or assignable by any  Participant or
any  beneficiary  or  be  subject  to  anticipation,   adjustment,   alienation,
encumbrance,  garnishment,  attachment,  execution or levy or any other legal or
equitable process.

         15.04 Severability. If any provision of this Plan shall be held illegal
or invalid for any reason,  said  illegality or invalidity  shall not affect the
remaining  provisions hereof;  instead,  each provision shall be fully severable
and the Plan  shall be  construed  and  enforced  as if said  illegal or invalid
provision had never been included herein.

         15.05  Jurisdiction.  The situs of the Plan  hereby  created  is Dallas
County,  Texas. All provisions of the Plan shall be construed in accordance with
the laws of the State of Texas except to the extent preempted by federal law.


CORPDAL:63526.1  14047-00001                           22

<PAGE>


         IN WITNESS WHEREOF, El Chico Restaurants, Inc. has caused this Plan to
be executed this 1st day of January, 1994 .

         EL CHICO RESTAURANTS, INC.



ATTEST:/s/John A. Cuellar                          By:/s/Lawrence E. White
       -------------------                            --------------------------
          Secretary                                Name:Lawrence E. White
                                                        ------------------------
                                                   Its:
                                                       -------------------------




CORPDAL:63526.1  14047-00001                           23

<PAGE>
                             FIRST AMENDMENT TO THE

                           EL CHICO RESTAURANTS, INC.

                               EXCESS SAVINGS PLAN

                              W I T N E S S E T H:


         WHEREAS, EL CHICO RESTAURANTS, INC. (the "Company") adopted the EL
CHICO RESTAURANTS, INC. EXCESS SAVINGS PLAN effective as of January 1, 1994,
for the benefit of its eligible, highly compensated employees;

         WHEREAS,  the Company  reserved the right to amend the Plan and desires
to amend the Plan, effective January 1, 1996;

         NOW, THEREFORE, the EL CHICO RESTAURANTS, INC. EXCESS SAVINGS
PLAN is hereby amended as follows:

         The first  paragraph of Section  3.01(a) of the Plan is amended to read
as follows:

                  3.01(a)  Eligibility.  Any Eligible Employee shall be entitled
         to become a Participant  commencing with the first pay period beginning
         on or after  the  first  day of the  immediately  following  Plan  Year
         provided  such  Eligible  Employee  is at  least  21  years  of age and
         commenced employment with the Employing Company no later than July 1 of
         the year.

         IN WITNESS WHEREOF, El Chico Restaurants, Inc. has caused this First
Amendment to the Plan to be executed this 29th day of December, 1995.
                                      

                                             EL CHICO RESTAURANTS, INC.


                                             By:/s/Lawrence E. White
                                                -----------------------
                                             Name:Lawrence E. White
                                                  ---------------------
                                             Its:Executive Vice President
                                                 -------------------------
ATTEST:



----------------------------
Secretary

CORPDAL:63525.1  14047-00001

<PAGE>


                             AMENDMENT NUMBER ONE TO
                            THE EL CHICO SAVINGS PLAN

                                   WITNESSETH:

        WHEREAS, EL CHICO RESTAURANTS, INC. (the "Company") adopted The El Chico
Savings Plan effective as of January 1, 1985 and  restated as of October 1,1995,
for the benefit of its eligible employees;

        WHEREAS, the Company reserved the  right to amend the restated Plan, and
desires to adopt this First Amendment to the Plan, effective January 1, 1997;

        Section 1.8 of the Plan is  amended to read as follows:

        "Compensation" with respect  to any participant means such participant's
wages as defined in Code Section  3401(a) and all other payments of compensation
by the Employer (in the course of the  employer's  trade or business) for a Plan
Year for which the  Employer is required  to furnish the  participant  a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052. "Compensation" shall
exclude amounts paid or reimbursed by the Employer for moving expenses  incurred
by a  Participant,  but only to the extent that at the time of the payment it is
reasonable to believe that these amounts are deductible by the Participant under
Section 217.  Compensation must be determined  without regard to any rules under
Code Section 3401(a) that limit the remuneration  included in wages based on the
nature or location of the  employment  or the  services  performed  (such as the
exception for agricultural labor in Code Section 3401(a)(2)).

           for purposes of this Section, the determination of compensation shall
           be made by:

                  (a) including  amounts which are  contributed  by the Employer
pursuant to a salary  reduction  agreement  and which are not  includable in the
gross  income  of  the   Participant   under  Code  Sections   125,   402(e)(3),
402(h)(1)(B),  403(b)  or 457,  and  employee  contributions  described  in Code
Section 414(h)(2) that are treated as Employer contributions.

                  (b)  excluding   amounts  realized  from  the  exercise  of  a
non-qualified  stock option, or when restricted stock held by an employee either
becomes freely  transferable  or is no longer  subject to a substantial  risk of
forfeiture.  Compensation  shall be determined  without regard to any rules that
limit the amount to be  included in wages based on the nature or location of the
service performed.

       (the balance of this  section to remain as listed  in the October 1, 1995
plan document).

       IN WITNESS WHEREOF, El Chico Restaurants, Inc. has caused this First Plan
Amendment to the Plan be executed this 6th day of February, 1997.
                                     

                                             EL CHICO RESTAURANTS, INC.

                                             By:/s/Lawrence E. White
                                                -----------------------
                                             Name:Lawrence E. White
                                                  ---------------------
                                             Title:Executive Vice President
                                                   ------------------------
CORPDAL:63525.1  14047-00001

<PAGE>
                             SECOND AMENDMENT TO THE

                           EL CHICO RESTAURANTS, INC.

                               EXCESS SAVINGS PLAN

                               W I T N E S S T H:

        WHEREAS, EL CHICO RESTAURANTS, INC. (the "Company") adopted the EL CHICO
RESTAURANTS, INC.  EXCESS SAVINGS PLAN  effective as of January 1, 1994, for the
benefit of its eligible, highly compensated employees;

        WHEREAS,  the  Company reserved the right to amend the Plan, and desires
to adopt this Second Amendment to the Plan, effective January 1, 1997;

        NOW,  THEREFORE the  EL CHICO  RESTAURANTS,  INC. EXCESS SAVINGS PLAN is
 hereby amended as follows:

                                    F I R S T

         Section 1.01(9) of the Plan is amended to read as follows:

                  (9)      Compensation:  The  total  of  all  wages  and  other
                           amounts paid by the Company or any Employing  Company
                           (in the course of its business) to or for the benefit
                           of  an  Employee  for  services   rendered  or  labor
                           performed  which is  required  to be  reported on the
                           Employee's Form W-2, excluding,  however, (i) amounts
                           paid  or  reimbursed  by  the  Company  or  Employing
                           Company for moving expenses  incurred by the Employee
                           (but only to the extent it is  reasonable  to believe
                           at the time of the payment  that the moving  expenses
                           will be  deductible  under  Section 217 of the Code),
                           and (ii)  amounts  realized  from the  exercise  of a
                           non-qualified  stock option, or when restricted stock
                           held   by   an   employee   either   becomes   freely
                           transferable or is no longer subject to a substantial
                           risk of forfeiture.  Compensation shall be determined
                           without  regard to any rules that limit the amount to
                           be  included in wages based on the nature or location
                           of  the  service   performed.   Notwithstanding   the
                           foregoing, for purposes of Section 1.01(11) and 4.01,
                           a  Participant's  Compensation  shall include amounts
                           which he  could  have  received  in cash in lieu of a
                           Savings  Deferral  under  this  Plan  and any  salary
                           deferral  or  elective  contributions  under any Code
                           Section 401(k) or cafeteria plan.

                                                    S E C O N D

         Section 1.01(11) of the Plan is amended to read as follows:

                  (11)     Eligible  Employee:  Any  Salaried  Employee  who  is
                           included within  a "select  group  of  management  or
                           highly compensated employees," as such term is

CORPDAL:63576.1 14047-00001

<PAGE>



                           used in Section 401(a)(1) of ERISA, who is designated
                           by the Committee as eligible to  participate  in this
                           Plan;  provided,  however,  that in the  absence of a
                           written Committee resolution  specifying the Eligible
                           Employees for a Plan Year, a Salaried  Employee shall
                           be an  Eligible  Employee  for a  Plan  year  if  the
                           Employee's   annual  rate  of  Compensation  for  the
                           preceding Plan Year (or, for a newly hired  Employee,
                           determined on his Commencement  Date) is in excess of
                           the Eighty  Thousand Dollar  ($80,000.00)  amount set
                           forth  in  Section  414(q)(1)(B)(i)  of the  Code  as
                           adjusted  from time to time by the  Secretary  of the
                           treasury.

                                                     T H I R D

         Section 4.01(a) of the Plan is amended to read as follows:

                  4.01     Savings Deferrals.

                  (a)      An eligible Participant may elect to defer from three
                           percent  (3%)  to  one  hundred   percent  (100%)  of
                           Compensation  to be credited  to his Savings  Account
                           under the Plan.

                           Compensation  for a Plan Year not so deferred by such
                           election or by any other applicable deferral election
                           [e.g.,  Section 125 of the Code] shall be received by
                           such  Participant  in cash. A  Participant's  initial
                           election  to  defer  an  amount  of his  Compensation
                           pursuant  to  this  Section  4.01  shall  be  made by
                           properly  executing an Enrollment Form. The reduction
                           in a  Participant's  Compensation  for  a  Plan  Year
                           pursuant to his  election  under an  Enrollment  Form
                           shall be effected by  Compensation  reductions  as of
                           each payroll period within such Plan Year.


CORPDAL:63576.1 14047-00001

<PAGE>


         IN WITNESS WHEREOF, El  Chico Restaurants, Inc. has  caused this Second
Amendment to the Plan to be executed this 12th day of December, 1996.

                                                 EL CHICO RESTAURANTS, INC.



                                                 By:/s/Lawrence E. White
                                                    -------------------------
                                                 Name:/s/Lawrence E. White
                                                      -----------------------
                                                 Its:Executive Vice President
                                                     ------------------------

ATTEST:
/s/Susan R. Holland
-------------------------
Secretary


CORPDAL:63576.1 14047-00001

<PAGE>


                             SECOND AMENDMENT TO THE

                           EL CHICO RESTAURANTS, INC.

                               EXCESS SAVINGS PLAN

                               W I T N E S S T H:

        WHEREAS, EL CHICO RESTAURANTS, INC. (the "Company") adopted the EL CHICO
RESTAURANTS, INC.  EXCESS SAVINGS PLAN  effective as of January 1, 1994, for the
benefit of its eligible, highly compensated employees;

        WHEREAS,  the  Company reserved the right to amend the Plan, and desires
to adopt this Second Amendment to the Plan, effective January 1, 1997;

        NOW,  THEREFORE the  EL CHICO  RESTAURANTS,  INC. EXCESS SAVINGS PLAN is
 hereby amended as follows:

                                    F I R S T

         Section 1.01(9) of the Plan is amended to read as follows:

                  (9)      Compensation:  The  total  of  all  wages  and  other
                           amounts paid by the Company or any Employing  Company
                           (in the course of its business) to or for the benefit
                           of  an  Employee  for  services   rendered  or  labor
                           performed  which is  required  to be  reported on the
                           Employee's Form W-2, excluding,  however, (i) amounts
                           paid  or  reimbursed  by  the  Company  or  Employing
                           Company for moving expenses  incurred by the Employee
                           (but only to the extent it is  reasonable  to believe
                           at the time of the payment  that the moving  expenses
                           will be  deductible  under  Section 217 of the Code),
                           and (ii)  amounts  realized  from the  exercise  of a
                           non-qualified  stock option, or when restricted stock
                           held   by   an   employee   either   becomes   freely
                           transferable or is no longer subject to a substantial
                           risk of forfeiture.  Compensation shall be determined
                           without  regard to any rules that limit the amount to
                           be  included in wages based on the nature or location
                           of  the  service   performed.   Notwithstanding   the
                           foregoing, for purposes of Section 1.01(11) and 4.01,
                           a  Participant's  Compensation  shall include amounts
                           which he  could  have  received  in cash in lieu of a
                           Savings  Deferral  under  this  Plan  and any  salary
                           deferral  or  elective  contributions  under any Code
                           Section 401(k) or cafeteria plan.

                                                    S E C O N D

         Section 1.01(11) of the Plan is amended to read as follows:

                  (11)     Eligible  Employee:  Any  Salaried  Employee  who  is
                           included within  a "select  group  of  management  or
                           highly compensated employees," as such term is

CORPDAL:63576.1 14047-00001

<PAGE>



                           used in Section 401(a)(1) of ERISA, who is designated
                           by the Committee as eligible to  participate  in this
                           Plan;  provided,  however,  that in the  absence of a
                           written Committee resolution  specifying the Eligible
                           Employees for a Plan Year, a Salaried  Employee shall
                           be an  Eligible  Employee  for a  Plan  year  if  the
                           Employee's   annual  rate  of  Compensation  for  the
                           preceding Plan Year (or, for a newly hired  Employee,
                           determined on his Commencement  Date) is in excess of
                           the Eighty  Thousand Dollar  ($80,000.00)  amount set
                           forth  in  Section  414(q)(1)(B)(i)  of the  Code  as
                           adjusted  from time to time by the  Secretary  of the
                           treasury.

                                                     T H I R D

         Section 4.01(a) of the Plan is amended to read as follows:

                  4.01     Savings Deferrals.

                  (a)      An eligible Participant may elect to defer from three
                           percent  (3%)  to  one  hundred   percent  (100%)  of
                           Compensation  to be credited  to his Savings  Account
                           under the Plan.

                           Compensation  for a Plan Year not so deferred by such
                           election or by any other applicable deferral election
                           [e.g.,  Section 125 of the Code] shall be received by
                           such  Participant  in cash. A  Participant's  initial
                           election  to  defer  an  amount  of his  Compensation
                           pursuant  to  this  Section  4.01  shall  be  made by
                           properly  executing an Enrollment Form. The reduction
                           in a  Participant's  Compensation  for  a  Plan  Year
                           pursuant to his  election  under an  Enrollment  Form
                           shall be effected by  Compensation  reductions  as of
                           each payroll period within such Plan Year.


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         IN WITNESS WHEREOF, El  Chico Restaurants, Inc. has  caused this Second
Amendment to the Plan to be executed this __ day of __________, 1996.

                                                 EL CHICO RESTAURANTS, INC.



                                                 By:
                                                    -------------------------
                                                 Name:
                                                      -----------------------
                                                 Its:
                                                     ------------------------

ATTEST:

-------------------------
Secretary


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