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                                                                   EXHIBIT 10.7

                          JACOBS ENGINEERING GROUP INC.

                  AMENDED AND RESTATED EXECUTIVE DEFERRAL PLAN

                                     Purpose
                                     -------

         The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future business
success of Jacobs Engineering Group Inc. and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA. This Plan represents both an amendment and restatement of
the Company's 1999 Executive Deferral Plan and a merger of the Company's 1998
Executive Deferral Plan into this amended and restated Plan. This amendment and
restatement is effective as of January 1, 2002.

                                    ARTICLE 1
                                   Definitions
                                   -----------

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, at any given time, the balance in a
         Participant's Deferral Account. The Account Balance shall be a
         bookkeeping entry only and shall be utilized solely as a device for the
         measurement and determination of the amounts to be paid to a
         Participant, or his or her designated Beneficiary, pursuant to this
         Plan.

1.2      "Annual Bonus" shall mean any cash compensation, in addition to Base
         Annual Salary, otherwise payable in a Plan Year to a Participant as an
         Employee under any Employer's annual bonus, incentive bonus and cash
         incentive plans.

1.3      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary, Annual Bonus and Directors Fees that a Participant
         elects to have, and is, deferred in accordance with Article 3, for any
         one Plan Year.

1.4      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: The Account Balance of the Participant
         shall be calculated as of the close of business on the last business
         day of the Plan Year, in the case of an installment payment under
         Section 5.2, and on the last business day prior to the Participant's
         death, in the case of an installment payment under Section 6.2. The
         annual installment shall be calculated by multiplying this balance by a
         fraction, the numerator of which is one, and the denominator of which
         is the remaining number of annual payments due the Participant. By way
         of example, if the Participant elects a 10-year Annual Installment
         Method, the first payment shall be 1/10 of the Account Balance,
         calculated as described in this definition. The following year, the
         payment shall be 1/9 of the Account Balance, calculated as described in
         this definition. Each annual installment paid shall be divided by 12,
         and the resulting number shall be the monthly installment payment that
         shall be paid each month of the Plan Year to which such

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         annual installment relates. Subject to the payment provisions of
         Section 5.2 or 6.2, as the case may be, the monthly installment payment
         shall be paid as soon as practicable after the first day of the month
         to which it relates.

1.5      "Base Annual Salary" shall mean the annual cash compensation relating
         to services performed during any calendar year, whether or not paid in
         such calendar year, excluding bonuses, commissions, overtime, fringe
         benefits, stock options, relocation bonus and/or expenses, incentive
         payments, non-monetary awards, directors fees and other fees,
         automobile and other allowances paid to a Participant for employment
         services rendered (whether or not such allowances are included in the
         Employee's gross income). Base Annual Salary shall be calculated before
         reduction for compensation voluntarily deferred or contributed by the
         Participant pursuant to all qualified or non-qualified plans of any
         Employer and shall be calculated to include amounts not otherwise
         included in the Participant's gross income under Code Sections 125,
         402(e)(3), 402(h), or 403(b) pursuant to plans established by any
         Employer; provided, however, that all such amounts will be included in
         compensation only to the extent that, had there been no such plan, the
         amount would have been payable in cash to the Employee.

1.6      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.7      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.8      "Board" shall mean the board of directors of the Company.

1.9      "Change in Control" shall have the same meaning as contained in the
         Company's 1999 Stock Incentive Plan.

1.10     "Claimant" shall have the meaning set forth in Section 14.1.

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

1.12     "Committee" shall mean the committee described in Article 12.

1.13     "Company" shall mean Jacobs Engineering Group Inc. and any successor to
         all or substantially all of the Company's assets or business.

1.14     "Deduction Limitation" shall mean, with respect to those distributions
         otherwise payable to a Participant (or his or her Beneficiary) under
         the Plan which are specifically subject to this Deduction Limitation,
         that amount which, when combined with other compensation paid to a
         Participant (or his or her Beneficiary) for a taxable year, would not
         be deductible by the Employer by reason of the limitation imposed by
         Code Section 162(m). The Deduction Limitation shall be determined by
         the Company in good faith. Once an amount has been determined by the
         Company to be subject to the Deduction Limitation, the Company may, at
         its sole discretion, defer the amount that would otherwise be paid to a
         Participant (or his or her Beneficiary). Any amounts so deferred will
         remain in the Participant's Account Balance, and shall be entitled to
         continued crediting and debiting of additional amounts in

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         accordance with Section 3.4 below. The amounts so deferred and amounts
         credited thereon shall be distributed to the Participant or his or her
         Beneficiary at the earliest possible date, as determined by the
         Employer in good faith, on which the deductibility of compensation paid
         or payable to the Participant for the taxable year of the Employer
         during which the distribution is made will not be limited by Section
         162(m), or if earlier, the effective date of a Change in Control.
         Notwithstanding anything to the contrary in this Plan, the Deduction
         Limitation shall not apply to distributions that become payable after a
         Change in Control.

1.15     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Annual Deferral Amounts, plus or less, as the case may be, (ii) amounts
         credited or debited in accordance with all the applicable crediting
         provisions of this Plan that relate to the Participant's Deferral
         Account, less (iii) all distributions made to the Participant or his or
         her Beneficiary pursuant to this Plan that relate to his or her
         Deferral Account.

1.16     "Director" shall mean any member of the board of directors of the
         Company.

1.17     "Directors Fees" shall mean the annual fees paid by the Company,
         including  retainer fees and meetings fees, as compensation
         for serving on the board of directors.

1.18     "Disability" shall have the same meaning as contained in the Company's
         1999 Stock Incentive Plan with regards to a Participant who is an
         employee of any Employer, but not a Director, and the Company's 1999
         Outside Director Stock Plan with regards to a Participant who is a
         Director, but not an employee of any Employer.

1.19     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.20     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.21     "Employee" shall mean a person who is an employee of any Employer.

1.22     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) unless the
         subsidiary has been excluded from participation in the Plan, as a
         sponsor by the Board.

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

1.24     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

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1.25     "Plan" shall mean the Company's Amended and Restated Executive Deferral
         Plan, which shall be evidenced by this instrument and by each Plan
         Agreement, as they may be amended from time to time.

1.26     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, as described in
         Section 11.3 below.

1.27     "Plan Year" shall mean a period beginning on January 1 of a particular
         calendar year and continuing through December 31 of such calendar year.

1.28     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
          Article 6.

1.29     "Retirement" shall have the same meaning as contained in the Company's
         1999 Stock Incentive Plan with regards to a Participant who is an
         employee of any Employer, but not a Director, and the Company's 1999
         Outside Director Stock Plan with regards to a Participant who is a
         Director, but not an employee of any Employer.

1.30     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.31     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.32     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.33     "Termination of Employment" shall mean the severing of (i) employment
         with all Employers or (ii) service as a Director of the Company, in
         either case voluntarily or involuntarily, for any reason other than
         Retirement, Disability, death or an authorized leave of absence. If a
         Participant is both an Employee and a Director, a Termination of
         Employment shall occur only upon the termination of the last position
         held.

1.34     "Trust" shall mean one or more trusts established pursuant to that
         certain Master Trust Agreement, dated as of June 1, 1991 between the
         Company and the trustee named therein, as amended from time to time.

1.35     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant if the Participant continued participation in the Plan
         resulting from (i) a sudden and unexpected illness or accident of the
         Participant or a dependent of the Participant, (ii) a loss of the
         Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.36     "1998 Executive Deferral Plan" shall mean the Jacobs Engineering Group
         Inc. 1998 Executive Deferral Plan.

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1.37     "1999 Outside Director Stock Plan" shall mean the Jacobs Engineering
         Group Inc. 1999 Outside Director Stock Plan, as that plan may be
         amended from time to time, and any successor plan thereto.

1.38     "1999 Stock Incentive Plan" shall mean the Jacobs Engineering Group
         Inc. 1999 Executive Incentive Plan, as that plan may be amended from
         time to time, and any successor plan thereto.

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                                    ARTICLE 2
                       Selection, Enrollment, Eligibility
                       ----------------------------------

2.1      Selection by Committee. The Committee, in its sole discretion, shall
         ----------------------
         establish eligibility requirements for participation in the Plan.
         Participation in the Plan shall be limited to a select group of
         management and highly compensated Employees of the Employers and
         Directors of the Company.

2.2      Enrollment Requirements. As a condition to participation, each selected
         -----------------------
         Employee or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within the time period set by the Committee, in
         its sole discretion, for the purpose of returning documents and forms.
         In addition, the Committee shall establish from time to time such other
         enrollment requirements as it determines in its sole discretion are
         necessary.

2.3      Eligibility; Commencement of Participation. A Participant shall
         ------------------------------------------
         commence participation in the Plan on the first day of the month
         following the month in which he or she has (i) satisfied all Enrollment
         Requirements and (ii) has had his or her Plan Agreement, Election Form
         and Beneficiary Designation Form accepted by the Committee.

2.4      Termination of Participation and/or Deferrals. If the Committee
         ---------------------------------------------
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then Account Balance as a
         Termination Benefit and terminate the Participant's participation in
         the Plan.

2.5      1998 Executive Deferral Plan. As of January 1, 2002, the Company's 1998
         ----------------------------
         Executive Deferral Plan shall be merged into this Plan and any
         participant in that plan shall automatically become a Participant in
         this Plan. Furthermore, the Participant's account balance under the
         1998 Executive Deferral Plan shall automatically be transferred to this
         Plan and that account balance shall be governed by the terms and
         conditions of this Plan, with the following exceptions: (i) any
         short-term payout elections made under Section 4.2 of the 1998
         Executive Deferral Plan for plan years starting before January 1, 2002
         shall continue to be governed by the terms of the 1998 Executive
         Deferral Plan, and (ii) any distribution to be paid after January 1,
         2002 that is the result of a participant's retirement, termination,
         disability or death prior to January 1, 2002 shall continue to be
         governed by the terms of 1998 Executive Deferral Plan.

                                    ARTICLE 3
                      Deferral Commitments/Crediting/Taxes
                      ------------------------------------

3.1      Deferral Amounts.
         ----------------

         (a)      Minimum and Maximum Deferral Commitment. For each Plan Year, a
                  ---------------------------------------
                  Participant may make an irrevocable election to defer, as his
                  or her Annual Deferral Amount, an amount of Base Annual
                  Salary, Annual Bonus and/or Director's Fees

<PAGE>

                 that may not be less than the minimum Annual Deferral Amount,
                 nor more than the maximum Annual Deferral Amount, as announced
                 by the Committee prior to the beginning of the Plan Year and
                 set forth in the Election Form for the Plan Year.

         (b)     Short Plan Year. If a Participant first becomes a Participant
                 ---------------
                 after the first day of a Plan Year, the minimum Base Annual
                 Salary deferral shall be the amount determined by the
                 Committee.

         (c)     Other.
                 -----

                 (i)      Notwithstanding the foregoing, if a Participant first
                          becomes a Participant after the first day of a Plan
                          Year, the maximum Annual Deferral Amount, with respect
                          to Base Annual Salary, Annual Bonus and Directors Fees
                          shall be limited to the amount of compensation not yet
                          earned by the Participant as of the date the
                          Participant's Plan Agreement and Election Form is
                          accepted by the Committee.

                 (ii)     Notwithstanding any provision of this Plan that may
                          be construed properly to the contrary, a Base Annual
                          Salary deferral shall be a fixed dollar amount, and
                          an Annual Bonus or Directors Fees deferral shall be a
                          fixed percentage of the applicable annual bonus or
                          fee.

3.2      Withholding of Annual Deferral Amounts. For each Plan Year, the Base
         --------------------------------------
         Annual Salary portion of the Annual Deferral Amount shall be withheld
         from each regularly scheduled Base Annual Salary payroll in equal
         amounts. The Annual Bonus and/or Directors Fees portion of the Annual
         Deferral Amount shall be withheld at the time the Annual Bonus or
         Directors Fees are or otherwise would be paid to the Participant.

3.3      Vesting.  A Participant shall at all times be 100% vested in his or her
         -------
         Deferral Account.

3.4      Crediting/Debiting of Account Balances. In accordance with, and subject
         --------------------------------------
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, deferral amounts shall be
         credited or debited to a Participant's Account Balance in accordance
         with the following rules:

         (a)     Election of Measurement Funds. At the time an Employee becomes
                 -----------------------------
                 a Participant in the Plan, he or she shall designate one or
                 more Measurement Funds which shall be used to determine what
                 additional amounts are to be credited or debited, as the case
                 may be, to his or her Account Balance. Such designations shall
                 apply to the Annual Deferral Amount, as such amounts are
                 deferred by the Participant, and shall remain in force until
                 changed by the Participant in accordance with the policies and
                 procedures as set forth by the Committee, from time to time,
                 which policies and procedures may be changed, modified, and/or
                 amended by the Committee, without prior notice, at the
                 Committee's sole discretion. Until changed by the Committee:
                 (i) Measurement Fund allocation designations must be made in
                 whole percentage points of 5%, or multiples thereof, not to
                 exceed 100%; (ii) a Participant may change his or hers
                 Measurement Fund allocation elections once per calendar
                 quarter, at any time during such quarter, but no later than the
                 third business day prior to the end of such calendar quarter,
                 and (iii) a change in Measurement Fund allocations will take
                 effect at the beginning of the first calendar quarter
                 immediately

<PAGE>


     following the date of change. Notice of any change in Measurement Fund
     elections must be made to the Committee, or its designee, in a form
     acceptable to it as determined by it in its sole discretion.

(b)  Measurement Funds. A Participant may elect one or more measurement funds
     -----------------
     (the "Measurement Funds") from among those selected by the Committee for
     the purpose of crediting or debiting additional amounts to his or her
     Account Balance. As necessary, the Committee may, in its sole discretion,
     discontinue, substitute or add Measurement Funds. Each such action will
     take effect as of the first day of the calendar quarter that follows by
     thirty (30) days or more the day on which the Committee gives Participants
     advance written notice of such change. In selecting the Measurement Funds
     that are available from time to time, neither the Committee nor any
     Employer shall be liable to any Participant for such selection or adding,
     deleting or continuing any available Measurement Fund.

(c)  Crediting or Debiting Method. The performance of each elected Measurement
     ----------------------------
     Fund (either positive or negative) will be determined by the Committee, in
     its sole discretion, based on the performance of the Measurement Funds
     themselves. A Participant's Account Balance shall be credited or debited on
     a daily basis based on the performance of each Measurement Fund selected by
     the Participant, as determined by the Committee in its sole discretion, as
     though (i) a Participant's Account Balance as of the close of business on
     the first business day of such calendar quarter were invested in the
     Measurement Fund(s) selected by the Participant, in the percentages
     applicable to such calendar quarter, at the closing price on such date;
     (ii) the portion of the Annual Deferral Amount that was actually deferred
     during any calendar quarter were invested in the Measurement Fund(s)
     selected by the Participant, in the percentages applicable to such calendar
     quarter, no later than the close of business on the third business day
     after the day on which such amounts are actually deferred from the
     Participant's Base Annual Salary through reductions in his or her payroll,
     at the closing price on such date; and (iii) any distribution made to a
     Participant that decreases such Participant's Account Balance ceased being
     invested in the Measurement Fund(s), in the percentages applicable to such
     calendar quarter, no earlier than three business days prior to the
     distribution, at the closing price on such date.


(d)  No Actual Investment. Notwithstanding any other provision of this Plan that
     --------------------
     may be interpreted to the contrary, the Measurement Funds are to be used
     for measurement purposes only, and a Participant's election of any such
     Measurement Fund, the allocation to his or her Account Balance thereto, the
     calculation of additional amounts and the crediting or debiting of such
     amounts to a Participant's Account Balance shall not be considered or
                                                ----- ---
     construed in any manner as an actual investment of his or her Account
     Balance in any such Measurement Fund. In the event that the Company or the
     Trustee (as that term is defined in the Trust), in its own discretion,
     decides to invest funds in any or all of the Measurement Funds, no
     Participant shall have any rights in or to such investments themselves.
     Without limiting the foregoing, a Participant's Account Balance shall at
     all times be a bookkeeping entry only and shall not represent any
     investment made on his or her behalf by the Company or the Trust; the
     Participant shall at all times remain an unsecured creditor of the Company.


<PAGE>

3.5      FICA and Other Taxes. For each Plan Year in which an Annual Deferral
         --------------------
         Amount is being withheld from a Participant, the Participant's
         Employer(s) shall withhold from that portion of the Participant's Base
         Annual Salary and Bonus that is not being deferred, in a manner
         determined by the Employer(s), the Participant's share of FICA and
         other employment taxes on such Annual Deferral Amount. If necessary,
         the Committee may reduce the Annual Deferral Amount in order to comply
         with this Section.

3.6      Distributions. The Participant's Employer(s), or the trustee of the
         -------------
         Trust, shall withhold from any payments made to a Participant under
         this Plan all federal, state and local income, employment and other
         taxes required to be withheld by the Employer(s), or the trustee of the
         Trust, in connection with such payments, in amounts and in a manner to
         be determined in the sole discretion of the Employer(s) and the trustee
         of the Trust.

                                    ARTICLE 4
             Short-Term Payout; Unforeseeable Financial Emergencies;
             ------------------------------------------------------
                               Withdrawal Election
                               -------------------

4.1      Short-Term Payout. In connection with each election to defer an Annual
         -----------------
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to such Annual
         Deferral Amount. Subject to the Deduction Limitation, the Short-Term
         Payout shall be a lump sum payment in an amount that is equal to either
         (i) a percentage of some or all of the Annual Deferral Amount, as
         elected at the time of the deferral, or (ii) a stated dollar amount, as
         elected at the time of the deferral, not to exceed the Annual Deferral
         Amount, plus, in either case, amounts credited or debited in the manner
         provided in Section 3.4 above on that elected amount, determined at the
         time that the Short-Term Payout becomes payable. Subject to the
         Deduction Limitation and the other terms and conditions of this Plan,
         each Short-Term Payout elected shall be paid out during a 90 day period
         commencing immediately after the last day of any Plan Year designated
         by the Participant that is at least three Plan Years after the Plan
         Year in which the Annual Deferral Amount is actually deferred. By way
         of example, if a three year Short-Term Payout is elected for Annual
         Deferral Amounts that are deferred in the Plan Year commencing January
         1, 2002, the three year Short-Term Payout would become payable during a
         90 day period commencing January 1, 2006.

4.2      Other Benefits Take Precedence Over Short-Term Payout. Should an event
         -----------------------------------------------------
         occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual
         Deferral Amount, plus amounts credited or debited thereon, that is
         subject to a Short-Term Payout election under Section 4.1 shall not be
         paid in accordance with Section 4.1 but shall be paid in accordance
         with the other applicable Article.

4.3      Unforeseeable Financial Emergencies. If the Participant experiences an
         -----------------------------------
         Unforeseeable Financial Emergency, the Participant may petition the
         Committee to (i) suspend any deferrals required to be made by a
         Participant and/or (ii) receive a partial or full payout from the Plan.
         The payout shall not exceed the lesser of the Participant's Account
         Balance, calculated as if such Participant were receiving a Termination
         Benefit, or the amount reasonably needed to satisfy the Unforeseeable
         Financial Emergency. If, subject to the sole discretion of the
         Committee, the petition for a suspension and/or payout is approved,
         suspension shall take effect upon the date of approval and any payout
         shall be made within 60 days of the date of approval. The payment of
         any amount under this Section 4.3 shall not be subject to the Deduction
         Limitation.


<PAGE>

4.4      Withdrawal Election. A Participant (or his or her Beneficiary) may
         -------------------
         elect, at any time, to withdraw all of his or her Account Balance, less
         a withdrawal penalty equal to 10% of such amount (the net amount shall
         be referred to as the "Withdrawal Amount"). This election can be made
         at any time, before or after Retirement, Disability, death or
         Termination of Employment, and whether or not the Participant (or
         Beneficiary) is in the process of being paid pursuant to an installment
         payment schedule. If made before Retirement, Disability or death, a
         Participant's Withdrawal Amount shall be his or her Account Balance
         calculated as if there had occurred a Termination of Employment as of
         the day of the election. No partial withdrawals of the Withdrawal
         Amount shall be allowed. The Participant (or his or her Beneficiary)
         shall make this election by giving the Committee advance written notice
         of the election in a form determined from time to time by the
         Committee. The Participant (or his or her Beneficiary) shall be paid
         the Withdrawal Amount within 60 days of his or her election. Once the
         Withdrawal Amount is paid, the Participant shall not be eligible to
         elect additional deferrals under the Plan for a period of time set by
         the Committee, which period cannot be less than one Plan Year. The
         payment of this Withdrawal Amount shall be subject to the Deduction
         Limitation.

                                    ARTICLE 5
                               Retirement Benefit
                               ------------------

5.1      Retirement  Benefit.  Subject to the Deduction  Limitation,  a
         -------------------
         Participant who Retires shall receive, as a Retirement Benefit, his or
         her Account Balance.

5.2      Payment of Retirement Benefit. A Participant, in connection with his or
         -----------------------------
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of up to 15 years. The
         Participant may change his or her election to an allowable alternative
         payout period by submitting a new Election Form to the Committee,
         provided that any such Election Form is submitted at least 1 year prior
         to the Participant's Retirement and is accepted by the Committee in its
         sole discretion. The Election Form most recently accepted by the
         Committee shall govern the payout of the Retirement Benefit. If a
         Participant does not make any election with respect to the payment of
         the Retirement Benefit, then such benefit shall be payable in a lump
         sum. The lump sum payment shall be made, or installment payments shall
         commence, no later than 60 days after the last day of the Plan Year in
         which the Participant Retires. Any payment made shall be subject to the
         Deduction Limitation.

5.3      Death Prior to Completion of Retirement Benefit. If a Participant dies
         -----------------------------------------------
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's unpaid Retirement Benefit payments shall continue and
         shall be paid to the Participant's Beneficiary over the remaining
         number of years and in the same amounts as that benefit would have been
         paid to the Participant had the Participant not died.

<PAGE>

                                    ARTICLE 6
                         Pre-Retirement Survivor Benefit
                         -------------------------------

6.1      Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation,
         -------------------------------
         the Participant's Beneficiary shall receive a Pre-Retirement Survivor
         Benefit equal to the Participant's Account Balance if the Participant
         dies while in the employ of any Employer.

6.2      Payment of Pre-Retirement Survivor Benefit. A Participant, in
         ------------------------------------------
         connection with his or her commencement of participation in the Plan,
         shall elect on an Election Form whether the Pre-Retirement Survivor
         Benefit shall be received by his or her Beneficiary in a lump sum or
         pursuant to an Annual Installment Method of up to 15 years. The
         Participant may change this election to an allowable alternative payout
         period by submitting a new Election Form to the Committee, which form
         must be accepted by the Committee in its sole discretion. The Election
         Form most recently accepted by the Committee prior to the Participant's
         death shall govern the payout of the Participant's Pre-Retirement
         Survivor Benefit. If a Participant does not make any election with
         respect to the payment of the Pre-Retirement Survivor Benefit, then
         such benefit shall be paid in a lump sum. The lump sum payment shall be
         made, or installment payments shall commence, no later than 90 days
         after the date the Committee is provided with proof that is
         satisfactory to the Committee of the Participant's death. Any payment
         made shall be subject to the Deduction Limitation.

                                    ARTICLE 7
                               Termination Benefit
                               -------------------

7.1      Termination Benefit. Subject to the Deduction Limitation, the
         -------------------
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's Account Balance if a Participant experiences a
         Termination of Employment prior to his or her Retirement, death or
         Disability.

7.2      Payment of Termination Benefit. The Participant's Termination Benefit
         ------------------------------
         shall be paid in a lump sum. The lump sum payment shall be made no
         later than 90 days after the day the Participant experiences the
         Termination of Employment. Any payment made shall be subject to the
         Deduction Limitation.

                                    ARTICLE 8
                          Disability Waiver and Benefit
                          -----------------------------

8.1      Disability Waiver.
         -----------------


         (a)      Waiver of Deferral. A Participant who is determined to be
                  ------------------
                  suffering from a Disability shall be excused from fulfilling
                  that portion of the Annual Deferral Amount commitment that
                  would otherwise have been withheld from a Participant's Base
                  Annual Salary, Annual Bonus and/or Directors Fees for the Plan
                  Year during the period the Participant is on a leave of
                  absence from work (or from service on the Board of Directors).
                  The Participant will continue to be considered a Participant
                  for all other purposes of this Plan.

         (b)      Return to Work. Upon return to employment, or service as a
                  --------------
                  Director, with an Employer, after a Disability ceases, the
                  Participant shall continue his Annual Deferral Amount
                  prospectively from the date the Participant returns to work or
                  service as a Director.

<PAGE>

     8.2  Continued Eligibility; Disability Benefit. A Participant suffering a
          -----------------------------------------
          Disability shall, for benefit purposes under this Plan, continue to be
          considered to be employed, or in the service of an Employer as a
          Director, and shall be eligible for the benefits provided for in
          Articles 4, 5, 6 or 7 in accordance with the provisions of those
          Articles. Notwithstanding the above, the Committee shall have the
          right to, in its sole and absolute discretion and for purposes of this
          Plan only, and must in the case of a Participant who is otherwise
          eligible to Retire, deem the Participant to have experienced a
          Termination of Employment, or in the case of a Participant who is
          eligible to Retire, to have Retired, at any time (or in the case of a
          Participant who is eligible to Retire, as soon as practicable) after
          such Participant is determined to be suffering a Disability, in which
          case the Participant shall receive a Disability Benefit equal to his
          or her Account Balance at the time of the Committee's determination;
          provided, however, that should the Participant otherwise have been
          eligible to Retire, he or she shall be paid in accordance with Article
          5. The Disability Benefit shall be paid in a lump sum within 60 days
          of the Committee's exercise of such right. Any payment made shall be
          subject to the Deduction Limitation.

                                    ARTICLE 9
                             Beneficiary Designation
                             -----------------------

     9.1  Beneficiary. Each Participant shall have the right, at any time, to
          -----------
          designate his or her Beneficiary(ies) (both primary as well as
          contingent) to receive any benefits payable under the Plan to a
          beneficiary upon the death of a Participant. The Beneficiary
          designated under this Plan may be the same as or different from the
          Beneficiary designation under any other plan of an Employer in which
          the Participant participates.

     9.2  Beneficiary Designation; Change; Spousal Consent. A Participant shall
          ------------------------------------------------
          designate his or her Beneficiary by completing and signing the
          Beneficiary Designation Form, and returning it to the Committee or its
          designated agent. A Participant shall have the right to change a
          Beneficiary by completing, signing and otherwise complying with the
          terms of the Beneficiary Designation Form and the Committee's rules
          and procedures, as in effect from time to time. If the Participant
          names someone other than his or her spouse as a Beneficiary, a spousal
          consent, in the form designated by the Committee, must be signed by
          that Participant's spouse and returned to the Committee. Upon the
          acceptance by the Committee of a new Beneficiary Designation Form, all
          Beneficiary designations previously filed shall be canceled. The
          Committee shall be entitled to rely on the last Beneficiary
          Designation Form filed by the Participant and accepted by the
          Committee prior to his or her death.

     9.3  Acknowledgment. No designation or change in designation of a
          --------------
          Beneficiary shall be effective until received and acknowledged in
          writing by the Committee or its designated agent.

     9.4  No Beneficiary Designation. If a Participant fails to designate a
          --------------------------
          Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
          designated Beneficiaries predecease the Participant or die prior to
          complete distribution of the Participant's benefits, then the
          Participant's designated Beneficiary shall be deemed to be his or her
          surviving spouse. If the Participant has no surviving spouse, the
          benefits remaining under the Plan to be paid to a Beneficiary shall be
          payable to the executor or personal representative of the
          Participant's estate.

<PAGE>

9.5      Doubt as to Beneficiary. If the Committee has any doubt as to the
         -----------------------
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      Discharge of Obligations. The payment of benefits under the Plan to a
         ------------------------
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 10
                                Leave of Absence
                                ----------------

10.1     Paid Leave of Absence. If a Participant is authorized by the
         ---------------------
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount
         shall continue to be withheld during such paid leave of absence in
         accordance with Section 3.2.

10.2     Unpaid Leave of Absence. If a Participant is authorized by the
         -----------------------
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and the Participant
         shall be excused from making deferrals until the earlier of the date
         the leave of absence expires or the Participant returns to a paid
         employment status. Upon such expiration or return, deferrals shall
         resume for the remaining portion of the Plan Year in which the
         expiration or return occurs, based on the deferral election, if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.

                                   ARTICLE 11
                     Termination, Amendment or Modification
                     --------------------------------------

11.1     Termination. Although it is anticipated that the Plan will continue for
         -----------
         an indefinite period of time, there is no guarantee that the Company
         will continue the Plan. Accordingly, the Company reserves the right to
         discontinue its sponsorship of the Plan and/or to terminate the Plan at
         any time with respect to any Employer by action of the Board. Upon the
         termination of the Plan with respect to any Employer, the Plan
         Agreements of the affected Participants who are employed by that
         Employer, or in the service of that Employer as Directors, shall
         terminate and their Account Balances, determined as if they had
         experienced a Termination of Employment on the date of Plan termination
         or, if Plan termination occurs after the date upon which a Participant
         was eligible to Retire, then with respect to that Participant as if he
         or she had Retired on the date of Plan termination, shall be paid to
         the Participants as follows: Prior to a Change in Control, if the Plan
         is terminated with respect to all of its Participants, an Employer
         shall have the right, in its sole discretion, and notwithstanding any
         elections made by the Participant, to pay such benefits in a lump sum
         or pursuant to an Annual Installment Method of up to 15 years, with
         amounts credited and debited during the installment period as provided
         herein. If the Plan is terminated with respect to less than all of its
         Participants, an Employer shall be required to pay such benefits in a
         lump sum. After a Change in Control, the Employer shall be required to
         pay such benefits in a lump sum. The termination of the Plan shall not
         adversely affect any Participant or Beneficiary who has become entitled
         to the payment of


<PAGE>

         any benefits under the Plan as of the date of termination; provided
         however, that the Employer shall have the right to accelerate
         installment payments without a premium or prepayment penalty by paying
         the Account Balance in a lump sum or pursuant to an Annual Installment
         Method using fewer years (provided that the present value of all
         payments that will have been received by a Participant at any given
         point of time under the different payment schedule shall equal or
         exceed the present value of all payments that would have been received
         at that point in time under the original payment schedule).

11.2     Amendment. The Company may, at any time, through the Board amend or
         ---------
         modify the Plan, in whole or in part, with respect to any Employer;
         provided, however, that: (i) no amendment or modification shall be
         effective to decrease or restrict the value of a Participant's Account
         Balance in existence at the time the amendment or modification is made,
         calculated as if the Participant had experienced a Termination of
         Employment as of the effective date of the amendment or modification
         or, if the amendment or modification occurs after the date upon which
         the Participant was eligible to Retire, the Participant had Retired as
         of the effective date of the amendment or modification, and (ii) no
         amendment or modification of this Section 11.2 or Section 12.2 of the
         Plan shall be effective. The amendment or modification of the Plan
         shall not affect any Participant or Beneficiary who has become entitled
         to the payment of benefits under the Plan as of the date of the
         amendment or modification; provided, however, that the Employer shall
         have the right to accelerate installment payments by paying the Account
         Balance in a lump sum or pursuant to an Annual Installment Method using
         fewer years (provided that the present value of all payments that will
         have been received by a Participant at any given point of time under
         the different payment schedule shall equal or exceed the present value
         of all payments that would have been received at that point in time
         under the original payment schedule).

11.3     Plan Agreement. The terms of any Plan Agreement may be different for
         --------------
         any Participant, and any Plan Agreement may provide additional benefits
         not set forth in the Plan or limit the benefits otherwise provided
         under the Plan; provided, however, that any such additional benefits or
         benefit limitations must be agreed to by both the Employer and the
         Participant. Despite the provisions of Sections 11.1 and 11.2 above, if
         a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the consent of the Participant.

11.4     Effect of Payment. The full payment of the applicable benefit under
         -----------------
         Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 Administration
                                 --------------

12.1     Committee Duties. Except as otherwise provided in this Article 12, this
         ----------------
         Plan shall be administered by a Committee appointed by the Board, which
         Committee may consist, in part or in full, of persons who are not on
         the Board. Members of the Committee may be Participants under this
         Plan. The Committee shall also have the discretion and authority to (i)
         make, amend, interpret, and enforce all appropriate rules and
         regulations for the administration of this Plan and (ii) decide or
         resolve any and all questions including

<PAGE>

     interpretations of this Plan, as may arise in connection with the Plan. Any
     individual serving on the Committee who is a Participant shall not vote or
     act on any matter relating solely to himself or herself. When making a
     determination or calculation, the Committee shall be entitled to rely on
     information furnished by a Participant or the Company.

12.2 Administration Upon Change in Control. For purposes of this Plan, the
     -------------------------------------
     Company shall be the "Administrator" at all times prior to the occurrence
     of a Change in Control. Upon and after the occurrence of a Change in
     Control, the "Administrator" shall be an independent third party selected
     by the Trustee and approved by the individual who, immediately prior to
     such event, was the Company's Chief Executive Officer or, if not so
     identified, the Company's highest ranking officer (the "Ex-CEO"). The
     Administrator shall have the discretionary power to determine all questions
     arising in connection with the administration of the Plan and the
     interpretation of the Plan and Trust including, but not limited to benefit
     entitlement determinations; provided, however, upon and after the
     occurrence of a Change in Control, the Administrator shall have no power to
     direct the investment of Plan or Trust assets or select any investment
     manager or custodial firm for the Plan or Trust. Upon and after the
     occurrence of a Change in Control, the Company must: (1) pay all reasonable
     administrative expenses and fees of the Administrator; (2) indemnify the
     Administrator against any costs, expenses and liabilities including,
     without limitation, attorney's fees and expenses arising in connection with
     the performance of the Administrator hereunder, except with respect to
     matters resulting from the gross negligence or willful misconduct of the
     Administrator or its employees or agents; and (3) supply full and timely
     information to the Administrator or all matters relating to the Plan, the
     Trust, the Participants and their Beneficiaries, the Account Balances of
     the Participants, the date of circumstances of the Retirement, Disability,
     death or Termination of Employment of the Participants, and such other
     pertinent information as the Administrator may reasonably require. Upon and
     after a Change in Control, the Administrator may be terminated (and a
     replacement appointed) by the Trustee only with the approval of the Ex-CEO.
     Upon and after a Change in Control, the Administrator may not be terminated
     by the Company.

12.3 Agents. In the administration of this Plan, the Committee may, from time to
     ------
     time, employ agents and delegate to them such administrative duties as it
     sees fit (including acting through a duly appointed representative) and may
     from time to time consult with counsel who may be counsel to any Employer.

12.4 Binding Effect of Decisions. The decision or action of the Administrator
     ---------------------------
     with respect to any question arising out of or in connection with the
     administration, interpretation and application of the Plan and the rules
     and regulations promulgated hereunder shall be final and conclusive and
     binding upon all persons having any interest in the Plan.

12.5 Indemnity of Committee. All Employers shall indemnify and hold harmless the
     ----------------------
     members of the Committee, any Employee to whom the duties of the Committee
     may be delegated, and the Administrator against any and all claims, losses,
     damages, expenses or liabilities arising from any action or failure to act
     with respect to this Plan, except in the case of willful misconduct by the
     Committee, any of its members, any such Employee or the Administrator.

12.6 Employer Information. To enable the Committee and/or Administrator to
     --------------------
     perform its functions, the Company and each Employer shall supply full and
     timely information to the Committee and/or Administrator, as the case may
     be, on all matters relating to the


<PAGE>

     compensation of its Participants, the date and circumstances of the
     Retirement, Disability, death or Termination of Employment of its
     Participants, and such other pertinent information as the Committee or
     Administrator may reasonably require.

                                   ARTICLE 13
                          Other Benefits and Agreements
                          -----------------------------

13.1 Coordination with Other Benefits. The benefits provided for a Participant
     --------------------------------
     and Participant's Beneficiary under the Plan are in addition to any other
     benefits available to such Participant under any other plan or program for
     employees of the Participant's Employer. The Plan shall supplement and
     shall not supersede, modify or amend any other such plan or program except
     as may otherwise be expressly provided.

                                   ARTICLE 14
                                Claims Procedures
                                -----------------

14.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
     ---------------------
     Participant (such Participant or Beneficiary being referred to below as a
     "Claimant") may deliver to the Committee a written claim for a
     determination with respect to the amounts distributable to such Claimant
     from the Plan. If such a claim relates to the contents of a notice received
     by the Claimant, the claim must be made within 60 days after such notice
     was received by the Claimant. All other claims must be made within 180days
     of the date on which the event that caused the claim to arise occurred. The
     claim must state with particularity the determination desired by the
     Claimant.

14.2 Notification of Decision. The Committee shall consider a Claimant's claim
     ------------------------
     within a reasonable time, and shall notify the Claimant in writing:


     (a) that the Claimant's requested determination has been made, and that the
         claim has been allowed in full; or

     (b) that the Committee has reached a conclusion contrary, in whole or in
         part, to the Claimant's requested determination, and such notice must
         set forth in a manner calculated to be understood by the Claimant:

         (i)    the specific reason(s) for the denial of the claim, or any part
                of it;

         (ii)   specific reference(s) to pertinent provisions of the Plan upon
                which such denial was based;

         (iii)  a description of any additional material or information
                necessary for the Claimant to perfect the claim, and an
                explanation of why such material or information is necessary;
                and

         (iv)   an explanation of the claim review procedure set forth in
                Section 14.3 below.

14.3 Review of a Denied Claim. Within 60 days after receiving a notice from the
     ------------------------
     Committee that a claim has been denied, in whole or in part, a Claimant (or
     the Claimant's duly authorized representative) may file with the Committee
     a written request for a review of

<PAGE>

     the denial of the claim. Thereafter, but not later than 30 days after the
     review procedure began, the Claimant (or the Claimant's duly authorized
     representative):

     (a) may review pertinent documents;


     (b) may submit written comments or other documents; and/or


     (c) may request a hearing, which the Committee, in its sole discretion, may
         grant.

14.4 Decision on Review. The Committee shall render its decision on review
     ------------------
     promptly, and not later than 60 days after the filing of a written request
     for review of the denial, unless a hearing is held or other special
     circumstances require additional time, in which case the Committee's
     decision must be rendered within 120 days after such date. Such decision
     must be written in a manner calculated to be understood by the Claimant,
     and it must contain:

     (a) specific reasons for the decision;


     (b) specific reference(s) to the pertinent Plan provisions upon which the
         decision was based; and


     (c) such other matters as the Committee deems relevant.


14.5 Legal Action. A Claimant's compliance with the foregoing provisions of this
     ------------
     Article 14 is a mandatory prerequisite to a Claimant's right to commence
     any legal action with respect to any claim for benefits under this Plan.

                                   ARTICLE 15
                                      Trust
                                      -----

15.1 Establishment of the Trust. The Company has establish the Trust, and each
     --------------------------
     Employer shall at least annually transfer over to the Trust such assets as
     the Employer determines, in its sole discretion, are necessary to provide,
     on a present value basis, for its respective future liabilities created
     with respect to the Annual Deferral Amounts for such Employer's
     Participants for all periods prior to the transfer, as well as any debits
     and credits to the Participants' Account Balances for all periods prior to
     the transfer, taking into consideration the value of the assets in the
     trust at the time of the transfer.

15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and
     -------------------------------------------
     the Plan Agreement shall govern the rights of a Participant to receive
     distributions pursuant to the Plan. The provisions of the Trust shall
     govern the rights of the Employers, Participants and the creditors of the
     Employers to the assets transferred to the Trust. Each Employer shall at
     all times remain liable to carry out its obligations under the Plan.

15.3 Distributions From the Trust. Each Employer's obligations under the Plan
     ----------------------------
     may be satisfied with Trust assets distributed pursuant to the terms of the
     Trust, and any such distribution shall reduce the Employer's obligations
     under this Plan.

15.4 Investment of Trust Assets. The Trustee of the Trust shall be authorized,
     --------------------------
     upon written instructions received from the Committee or investment manager
     appointed by the Committee, to invest and reinvest the assets of the Trust
     in accordance with the applicable

<PAGE>

          Trust Agreement, including the disposition of stock and reinvestment
          of the proceeds in one or more investment vehicles designated by the
          Committee.

                                   ARTICLE 16
                                  Miscellaneous
                                  -------------

16.1      Status of Plan. The Plan is intended to be a plan that is not
          --------------
          qualified within the meaning of Code Section 401(a) and that "is
          unfunded and is maintained by an employer primarily for the purpose of
          providing deferred compensation for a select group of management or
          highly compensated employee" within the meaning of ERISA Sections
          201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and
          interpreted to the extent possible in a manner consistent with that
          intent.

16.2      Unsecured General Creditor. Participants and their Beneficiaries,
          --------------------------
          heirs, successors and assigns shall have no legal or equitable rights,
          interests or claims in any property or assets of an Employer. For
          purposes of the payment of benefits under this Plan, any and all of an
          Employer's assets shall be, and remain, the general, unpledged
          unrestricted assets of the Employer. An Employer's obligation under
          the Plan shall be merely that of an unfunded and unsecured promise to
          pay money in the future.

16.3      Employer's Liability. An Employer's liability for the payment of
          --------------------
          benefits shall be defined only by the Plan and the Plan Agreement, as
          entered into between the Employer and a Participant. An Employer shall
          have no obligation to a Participant under the Plan except as expressly
          provided in the Plan and his or her Plan Agreement.

16.4      Nonassignability. Neither a Participant nor any other person shall
          ----------------
          have any right to commute, sell, assign, transfer, pledge, anticipate,
          mortgage or otherwise encumber, transfer, hypothecate, alienate or
          convey in advance of actual receipt, the amounts, if any, payable
          hereunder, or any part thereof, which are, and all rights to which are
          expressly declared to be, unassignable and non-transferable. No part
          of the amounts payable shall, prior to actual payment, be subject to
          seizure, attachment, garnishment or sequestration for the payment of
          any debts, judgments, alimony or separate maintenance owed by a
          Participant or any other person, be transferable by operation of law
          in the event of a Participant's or any other person's bankruptcy or
          insolvency or be transferable to a spouse as a result of a property
          settlement or otherwise.

16.5      Not a Contract of Employment. The terms and conditions of this Plan
          ----------------------------
          shall not be deemed to constitute a contract of employment between any
          Employer and the Participant. Such employment is hereby acknowledged
          to be an "at will" employment relationship that can be terminated at
          any time for any reason, or no reason, with or without cause, and with
          or without notice, unless expressly provided in a written employment
          agreement. Nothing in this Plan shall be deemed to give a Participant
          the right to be retained in the service of any Employer, either as an
          Employee or a Director, or to interfere with the right of any Employer
          to discipline or discharge the Participant at any time.

16.6      Furnishing Information. Participant or his or her Beneficiary will
          ----------------------
          cooperate with the Committee by furnishing any and all information
          requested by the Committee and take such other actions as may be
          requested in order to facilitate the administration of the Plan and
          the payments of benefits hereunder, including but not limited to
          taking such physical examinations as the Committee may deem necessary.

<PAGE>

16.7      Terms. Whenever any words are used herein in the masculine, they shall
          -----
          be construed as though they were in the feminine in all cases where
          they would so apply; and whenever any words are used herein in the
          singular or in the plural, they shall be construed as though they were
          used in the plural or the singular, as the case may be, in all cases
          where they would so apply.

16.8      Captions. The captions of the articles, sections and paragraphs of
          --------
          this Plan are for convenience only and shall not control or affect the
          meaning or construction of any of its provisions.

16.9      Governing Law. Subject to ERISA, the provisions of this Plan shall be
          -------------
          construed and interpreted according to the internal laws of the State
          of California without regard to its conflicts of laws principles.

16.10     Notice. Any notice or filing required or permitted to be given to the
          ------
          Committee under this Plan shall be sufficient if in writing and
          hand-delivered, or sent by registered or certified mail, to the
          address below:

                          Jacobs Engineering Group Inc.
                        --------------------------------
                          Employee Benefits
                        --------------------------------
                          1111 S. Arroyo Parkway
                        --------------------------------
                          Pasadena, CA 91105
                        --------------------------------

          Such notice shall be deemed given as of the date of delivery or, if
          delivery is made by mail, as of the date shown on the postmark on the
          receipt for registration or certification.

          Any notice or filing required or permitted to be given to a
          Participant under this Plan shall be sufficient if in writing and
          hand-delivered, or sent by mail, to the last known address of the
          Participant.

16.11     Successors. The provisions of this Plan shall bind and inure to the
          ----------
          benefit of the Participant's Employer and its successors and assigns
          and the Participant and the Participant's designated Beneficiaries.

16.12     Spouse's Interest. The interest in the benefits hereunder of a spouse
          -----------------
          of a Participant who has predeceased the Participant shall
          automatically pass to the Participant and shall not be transferable by
          such spouse in any manner, including but not limited to such spouse's
          will, nor shall such interest pass under the laws of intestate
          succession.

16.13     Validity. In case any provision of this Plan shall be illegal or
          --------
          invalid for any reason, said illegality or invalidity shall not affect
          the remaining parts hereof, but this Plan shall be construed and
          enforced as if such illegal or invalid provision had never been
          inserted herein.

16.14     Incompetent. If the Committee determines in its discretion that a
          -----------
          benefit under this Plan is to be paid to a minor, a person declared
          incompetent or to a person incapable of handling the disposition of
          that person's property, the Committee may direct payment of such
          benefit to the guardian, legal representative or person having the
          care and custody of such minor, incompetent or incapable person. The
          Committee may require proof of minority, incompetence, incapacity or
          guardianship, as it may deem appropriate prior to distribution

<PAGE>

          of the benefit. Any payment of a benefit shall be a payment for the
          account of the Participant and the Participant's Beneficiary, as the
          case may be, and shall be a complete discharge of any liability under
          the Plan for such payment amount.

16.15     Court Order. The Committee is authorized to make any payments directed
          -----------
          by court order in any action in which the Plan or the Committee has
          been named as a party. In addition, if a court determines that a
          spouse or former spouse of a Participant has an interest in the
          Participant's benefits under the Plan in connection with a property
          settlement or otherwise, the Committee, in its sole discretion, shall
          have the right, notwithstanding any election made by a Participant, to
          immediately distribute the spouse's or former spouse's interest in the
          Participant's benefits under the Plan to that spouse or former spouse.

16.16     Distribution in the Event of Taxation.
          -------------------------------------

          (a)  In General. If, for any reason, all or any portion of a
               ----------
               Participant's benefits under this Plan becomes taxable to the
               Participant prior to receipt, a Participant may petition the
               Committee before a Change in Control, or the trustee of the Trust
               after a Change in Control, for a distribution of that portion of
               his or her benefit that has become taxable. Upon the grant of
               such a petition, which grant shall not be unreasonably withheld
               (and, after a Change in Control, shall be granted), a
               Participant's Employer shall distribute to the Participant
               immediately available funds in an amount equal to the taxable
               portion of his or her benefit (which amount shall not exceed a
               Participant's unpaid Account Balance under the Plan). If the
               petition is granted, the tax liability distribution shall be made
               within 90 days of the date when the Participant's petition is
               granted. Such a distribution shall affect and reduce the benefits
               to be paid under this Plan.

          (b)  Trust. If the Trust terminates in accordance with Section 3.6(e)
               -----
               of the Trust and benefits are distributed from the Trust to a
               Participant in accordance with that Section, the Participant's
               benefits under this Plan shall be reduced to the extent of such
               distributions.

16.17     Insurance. The Employers, on their own behalf or on behalf of the
          ---------
          trustee of the Trust, and, in their sole discretion, may apply for and
          procure insurance on the life of the Participant, in such amounts and
          in such forms as the Employers may choose. The Employers or the
          trustee of the Trust, as the case may be, shall be the sole owner and
          beneficiary of any such insurance. The Participant shall have no
          interest whatsoever in any such policy or policies, and at the request
          of the Employers shall submit to medical examinations and supply such
          information and execute such documents as may be required by the
          insurance company or companies to whom the Employers have applied for
          insurance.

16.18     Legal Fees to Enforce Rights After Change in Control. The Company and
          ----------------------------------------------------
          each Employer is aware that upon the occurrence of a Change in
          Control, the Board or the board of directors of a Participant's
          Employer (which might then be composed of new members) or a
          shareholder of the Company or the Participant's Employer, or of any
          successor corporation might then cause or attempt to cause the
          Company, the Participant's Employer or such successor to refuse to
          comply with its obligations under the Plan and might cause or attempt
          to cause the Company or the Participant's Employer to institute, or
          may institute, litigation seeking to deny Participants the benefits
          intended under the Plan. In


<PAGE>

these circumstances, the purpose of the Plan could be frustrated. Accordingly,
if, following a Change in Control, it should appear to any Participant that the
Company, the Participant's Employer or any successor corporation has failed to
comply with any of its obligations under the Plan or any agreement thereunder
or, if the Company, such Employer or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation or other
legal action designed to deny, diminish or to recover from any Participant the
benefits intended to be provided, then the Company and the Participant's
Employer irrevocably authorize such Participant to retain counsel of his or her
choice at the expense of the Company and the Participant's Employer (who shall
be jointly and severally liable) to represent such Participant in connection
with the initiation or defense of any litigation or other legal action, whether
by or against the Company, the Participant's Employer or any director, officer,
shareholder or other person affiliated with the Company, the Participant's
Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of __________.

                                             "Company"

                                             Jacobs Engineering Group Inc.

                                             By:    ____________________________


                                             Title: ____________________________