<PAGE>

                                                                   EXHIBIT 10.11

                               U.S. FOODSERVICE
                             RESTRICTED UNIT PLAN
                           Effective:  July 1, 1998

                               AS AMENDED AS OF
                                 JULY 20, 1999
<PAGE>


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                              Page
<S>                                                                           <C>
1. DEFINITIONS................................................................  1
2. SHARES SUBJECT TO THE PLAN.................................................  2
3. RESTRICTED UNIT GRANT......................................................  2
4. RESTRICTED UNIT ACCOUNTS...................................................  3
   4.1. Restricted Unit Account...............................................  3
   4.2. Account Credits and Debits............................................  3
   4.3. Subaccounts...........................................................  3
5. VESTING....................................................................  3
   5.1. General...............................................................  3
   5.2. Retirement; Disability; Death; Termination of Plan;
          Change in Control...................................................  4
   5.3. Change of Control.....................................................  4
   5.4. Good Reason...........................................................  5
   5.5. Termination for Cause.................................................  5
   5.6. Termination Without Cause.............................................  6
6. INVESTMENT EXPERIENCE......................................................  7
   6.1. Restricted Unit Account...............................................  7
   6.2. Taxes.................................................................  8
7. DISTRIBUTIONS..............................................................  8
   7.1. Distribution After Vesting............................................  8
   7.2. Separation From Service...............................................  8
   7.3. Death; Disability; Retirement.........................................  9
   7.4. Resignation...........................................................  9
   7.5. Hardship.............................................................. 10
   7.6. Change of Control..................................................... 10
   7.7. Form of Payment....................................................... 10
8. ADMINISTRATION............................................................. 11
   8.1. Committee............................................................. 11
   8.2. Rules for Administration.............................................. 11
   8.3. Committee Action...................................................... 11
   8.4. Delegation............................................................ 11
   8.5. Services.............................................................. 11
   8.6. Indemnification....................................................... 12
9. AMENDMENT AND TERMINATION.................................................. 12
10. GENERAL PROVISIONS........................................................ 12
   10.1. Limitation of Rights................................................. 12
   10.2. Employment Rights.................................................... 12
   10.3. Assignment, Pledge or Encumbrance.................................... 12
   10.4. Minor or Incompetent................................................. 13
   10.5. Beneficiary.......................................................... 13
</TABLE>


                                     - i -

<PAGE>


<TABLE>
<CAPTION>

                                                                              Page
<S>                                                                           <C>
   10.6. Binding Provisions................................................... 13
   10.7. Notices.............................................................. 13
   10.8. Governing Law........................................................ 13
   10.9. Pronouns............................................................. 14
   10.10. Withholding......................................................... 14
   10.11. Effective Dates..................................................... 14
</TABLE>

                                    - ii -

<PAGE>

1.   DEFINITIONS

1.1  "Affiliate" means any legal entity controlled, directly or indirectly, by
      ---------
     U.S. Foodservice.

1.2  "Beneficiary" means any person(s) or legal entity(ies) designated by the
      -----------
     Participant or otherwise determined in accordance with SECTION 10.5.

1.3  "Board of Directors" means the Board of Directors of the Company.
      ------------------

1.4  "Cause" shall have the meaning set forth in SECTION 5.5.
      -----

1.5  "Change of Control" shall have the meaning set forth in SECTION 5.3.
      -----------------

1.6  "Committee" means the Administrative Committee which administers the Plan
      ---------
     in accordance with SECTION 8.

1.7  "Common Stock" means the common stock, par value $0.01 per share, of the
      ------------
     Company.

1.8  "Company" means U.S.  Foodservice, a Delaware corporation, or any successor
      -------
     thereto.

1.9  "Continuous Service" means the total uninterrupted service of a Participant
      ------------------
     with the Company or an Affiliate from July 1, 1998 to the date of his
     Separation from Service.

1.10 "Disability" means the absence of the Participant from the Participant's
      ----------
     duties with the Participant's Employer on a full-time basis for 180
     consecutive business days as a result of incapacity due to mental or
     physical illness which is determined to be total and permanent by a
     physician selected by the Company or its insurers and acceptable to the
     Participant or the Participant's legal representative.

1.11 "Eligible Employee" for each Plan Year means an officer or other key
      -----------------
     management employee of the Employer designated by the Compensation
     Committee as eligible to participate in the Plan.

1.12 "Employer" means the Company and any Affiliate thereof which shall be
      --------
     designated by the Board of Directors as a participating employer under the
     Plan.

1.13  "Good Reason" shall have the meaning set forth in SECTION 5.4.
       -----------

1.14 "Grant" means an award of Restricted Stock Units under the Plan.
      -----

                                       1
<PAGE>

1.15 "Participant" means an Eligible Employee who participates in the Plan in
      -----------
     accordance with SECTION 3.

1.16 "Plan" means the U.S.  Foodservice Restricted Unit Plan as set forth herein
      ----
     and as amended from time to time.

1.17 "Restricted Stock Unit" means a unit awarded to a Participant pursuant to
      ---------------------
     SECTION 3, which represents a conditional right to receive a share of
     Common Stock in the future, and which is subject to restrictions and to a
     risk of forfeiture.

1.18 "Retirement" means a Participant's Separation from Service on or after
      ----------
     attaining age 55 other than due to Disability, death or termination for
     Cause.

1.19 "Separation from Service" means termination of a Participant's employment
      -----------------------
     with the Participant's Employer by reason of Retirement, Disability, death,
     resignation, termination for Cause or otherwise.  Transfer to employment
     with an Affiliate shall not be deemed to be Separation from Service.

2.   SHARES SUBJECT TO THE PLAN.

Subject to adjustment as provided in SECTION 6.1, the aggregate number of shares
of  Common Stock that may be made available for distribution to Participants
under the Plan is the sum of (i) 500,000 and (ii) any shares of Common Stock
that are reserved for issuance under the Company's Supplemental Executive
Retirement Plan, including shares which are forfeited, expire or are canceled
with the delivery of shares or which result in the forfeiture of shares to the
Company. The shares issuable under the Plan shall be issued pursuant to the U.S.
Foodservice 1994 Stock Incentive Plan or the U.S. Foodservice 1998 Stock Option
and Incentive Plan and may, in the discretion of the Board of Directors, be
authorized but unissued shares, treasury shares or issued and outstanding shares
that are purchased in the open market.

3.   RESTRICTED UNIT GRANT

The Employer shall credit each Participant's Restricted Unit Account with the
number of units awarded to the Participant set forth in APPENDIX A to the Plan,
which represent a conditional right to receive a share of Common Stock in the
future, and which are subject to restrictions and to a risk of forfeiture.

                                       2
<PAGE>

4.   RESTRICTED UNIT ACCOUNTS

     4.1. RESTRICTED UNIT ACCOUNT

     Each Participant's Restricted Unit Account shall be credited with the
     Restricted Stock Units awarded to the Participant and shall be credited
     with dividends deemed attributable to the Restricted Stock Units credited
     to that Account subject to adjustment as provided in SECTION 6.1.

     4.2. ACCOUNT CREDITS AND DEBITS

     All amounts credited to the Participant's Restricted Unit Account shall at
     all times be the sole and absolute property of the Company.  The Restricted
     Unit Accounts shall be debited to the extent of any distributions made
     pursuant to SECTION 7.

     4.3. SUBACCOUNTS

     The Committee may establish such subaccounts or separate accounts for each
     Participant as may be appropriate for the proper administration of the
     Plan.

5.   VESTING

     5.1. GENERAL

     A Participant shall be vested in the amount credited to the Restricted Unit
     Account established for him in accordance with the following schedule:

<TABLE>
<CAPTION>
        Years of Continuous Service     Vested Percentage
        ---------------------------     -----------------
        <S>                             <C>
               Less than 6.5                    0
               At least 6.5                     25
               At least 7.5                     50
               At least 8.5                     75
               9.5 or more                      100
</TABLE>

                                       3
<PAGE>

5.2. RETIREMENT; DISABILITY; DEATH; TERMINATION OF PLAN; CHANGE IN CONTROL

Notwithstanding the provisions of SECTION 5.1, the amount credited to a
Participant's Employer Contribution Account shall be 100% vested in the event of
(i) Separation from Service by reason of Retirement, Good Reason (as defined
below), Disability, or death of a Participant, (ii) termination of the Plan or
(iii) a "Change of Control" (as defined below).

5.3. CHANGE OF CONTROL

"Change of Control" shall mean the happening of any of the following:

(a)  individuals who, as of the date hereof, constitute the Board of Directors
     (the "Incumbent Board") cease for any reason to constitute at least a
     majority of the Board of Directors; provided, however, that any individual
     becoming a director subsequent to the date hereof whose election, or
     nomination for election by the Company's shareholders, was approved by a
     vote of at least a majority of the directors then comprising the Incumbent
     Board shall be considered as though such individual were a member of the
     Incumbent Board, but excluding, for this purpose, any such individual whose
     initial assumption of office occurs as a result of an actual or threatened
     election contest with respect to the election or removal of directors or
     other actual or threatened solicitation of proxies or consents by or on
     behalf of a Person (as defined in Paragraph (b) below) other than the Board
     of Directors;

(b)  any individual, entity or group (within the meaning of Section 13(d)(3) or
     14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act")) (a "Person"), is or becomes the beneficial owner (within the meaning
     of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the
     Company's stock generally entitled to vote for the election of directors
     ("Voting Stock") or the consummation of a reorganization, merger or
     consolidation or sale or other disposition of all or substantially all of
     the assets of the Company or other transaction (a "Business Transaction"),
     in each case, unless, following such Business Transaction, (i) no Person
     (excluding any employee benefit plan (or related trust) of the Company or
     such corporation resulting from such Business Transaction) beneficially
     owns, directly or indirectly, 50% or more of, respectively, the then
     outstanding shares of Voting Stock of the Company or the corporation
     resulting from such Business Transaction and (ii) at least a majority of
     the members of the board of directors of the corporation resulting from
     such Business Transaction were members of the Incumbent Board at the time
     of the

                                       4
<PAGE>

     execution of the initial agreement, or of the action of the Board of
     Directors, providing for such Business Transaction; or

(c)  consummation of a complete liquidation or dissolution of the Company.

5.4.  GOOD REASON

"Good Reason" shall mean the happening of any of the following:

(a)  the assignment to the Participant of any duties inconsistent, negatively,
     in any material respect with the Participant's position (including status,
     offices, titles and reporting requirements), authority, duties or
     responsibilities as contemplated by such Participant's position and any
     employment agreement between the Participant and the Participant's
     Employer, or any other action by the Employer which results in a diminution
     in such position, authority, duties or responsibilities, excluding for this
     purpose an isolated, insubstantial and inadvertent action not taken in bad
     faith and which is remedied by the Employer promptly after receipt of
     notice thereof given by the Participant;

(b)  any failure by the Employer to comply with any of the provisions governing
     compensation of any employment agreement between the Participant and the
     Employer other than an isolated, insubstantial and inadvertent failure not
     occurring in bad faith and which is remedied by the Employer promptly after
     receipt of notice thereof given by the Participant; or

(c)  any action by the Employer requiring the Participant to be based at any
     office or location outside the metropolitan area of the office at which the
     Participant was based at the time the Participant commenced participating
     in the Plan or requiring the Participant to travel on Employer business to
     a substantially greater extent than required at the time the Participant
     commenced participating in the Plan.

For purposes of this SECTION 5.4, any good faith determination of "Good Reason"
made by the Participant shall be conclusive.

5.5. TERMINATION FOR CAUSE

If a Participant in the Plan incurs a termination of employment for Cause or, in
the reasonable judgment of the Board of Directors, has failed to comply with the
terms of any restrictive covenant of any employment agreement between the
Participant and the Participant's Employer, the Participant

                                       5
<PAGE>

shall forfeit all rights to receive any distributions or payments under the
Plan. "Cause" means (i) the willful and continued failure of the Participant to
perform substantially the Participant's duties with the Participant's Employer
(other than any failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to the
Participant by the Board or the Chief Executive Officer of the Company which
specifically identifies the manner in which the Board of Directors or Chief
Executive Officer believes that the Participant has not substantially performed
the Participant's duties, or (ii) the willful engaging by the Participant in
illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Employer. For purposes of this definition, no act or failure to
act, on the part of the Participant, shall be considered "willful" unless it is
done, or omitted to be done, by the Participant in bad faith or without
reasonable belief that the Participant's action or omission was in the best
interests of the Employer. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board of Directors or upon
instructions of the Chief Executive Officer or a senior officer of the Company
or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Participant in good faith and
in the best interests of the Employer. The cessation of employment of the
Participant shall not be deemed to be for Cause unless and until there shall
have been delivered to the Participant a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership of
the Board of Directors at a meeting of the Board of Directors called and held
for such purpose (after reasonable notice is provided to the Participant and the
Participant is given an opportunity, together with counsel, to be heard before
the Board of Directors), finding that, in the good faith opinion of the Board of
Directors, the Participant has engaged in the conduct described in subparagraph
(i) or (ii) above, and specifying the particulars thereof in detail.

5.6. TERMINATION WITHOUT CAUSE

If the Company terminates the Participant's employment other than for Cause, the
Participant shall be vested in the amount credited to the Restricted Unit
Account established for him in accordance with the following schedule:

<TABLE>
<CAPTION>

        Years of Continuous Service    Vested Percentage
        -----------------------------  -----------------
        <S>                            <C>
               Less than .5                    0

               At least  .5                   10

               At least 1.5                   20
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

        <S>                            <C>
               At least 2.5                   30

               At least 3.5                   40

               At least 4.5                   50

               At least 5.5                   60

               At least 6.5                   70

               At least 7.5                   80

               At least 8.5                   90

               9.5 or more                   100
</TABLE>

     provided, however, if the Participant is over 45 years of age on July 1,
     1998, and if the Company terminates the Participant's employment other than
     for Cause, the Participant shall be vested in the amount credited to the
     Restricted Unit Account established for him pro-rata based on the ratio of
     (x) the Participant's Years of Continuous Service from July 1, 1998 to the
     date of termination to (y) the number of years from July 1, 1998 to the
     date the Participant would attain 55 years of age.

6.   INVESTMENT EXPERIENCE

     6.1. RESTRICTED UNIT ACCOUNT

     Each Participant's Restricted Unit Account shall be deemed to be invested
     in Restricted Stock Units.  The Committee will credit and adjust each
     Participant's Restricted Unit Account, as provided in SECTIONS 4.1 and 4.2,
     the amounts by which the Participant's Restricted Unit Account would have
     increased or been adjusted if it had been invested in Common Stock.  The
     deemed investment is to be used only for the purpose of valuing each
     Participant's Restricted Unit Account.  The Company and the Committee are
     under no obligation to acquire or provide any Common Stock, and any
     investments actually made by the Committee will be made solely in the name
     of the Company and will remain the property of the Company.   If the number
     of outstanding shares of Common Stock is increased or decreased or the
     shares of Common Stock are changed into or exchanged for a different number
     or kind of shares or other securities of the Company, in each case on
     account of any recapitalization, reclassification, stock split, reverse
     split, combination of shares, exchange of shares, stock dividend or other
     distribution payable in capital stock, or other increase or decrease in
     such shares effected without receipt of consideration by the Company, the
     number and kinds of shares in

                                       7
<PAGE>

     which the Restricted Unit Account is deemed invested shall be adjusted
     proportionately and accordingly by the Company.

     6.2. TAXES

     All taxes required to be paid in connection with the deemed investment
     experience of Restricted Unit Accounts, but not in connection with the
     distributions to Participants, shall be paid by the Employer.

7.   DISTRIBUTIONS

     7.1. DISTRIBUTION AFTER VESTING

     In addition to the election with respect to the method of payment upon
     Separation from Service specified in SECTION 7.2, each Participant may
     elect, at the time and in such manner as approved by the Committee, one of
     the following methods to receive payment of his Restricted Stock Account on
     or after the date the Restricted Stock Account is 100% vested:

     (a)  a lump sum payment;

     (b)  pro-rata annual installment payments for a period not to exceed 15
          years with each installment equal to the unpaid balance of such
          accounts divided by the number of remaining payments; or

     (c)  one or more installments in an amount or amounts and at the date or
          dates elected by the Eligible Employee.

     A Participant may request a change in his election as to the method of
     payment, by written notice to the Committee, subject to approval by the
     Committee in its sole discretion, at any time in a tax year prior to the
     tax year in which distributions would otherwise commence; however, if a
     Participant's Separation from Service for any reason other than death
     occurs less than ninety (90) days following any election or request for a
     change in election of a method of payment to himself, such election may be
     disregarded by the Committee.

     7.2. SEPARATION FROM SERVICE.

     At the time an Eligible Employee commences participation in the Plan, he
     shall also elect, in such manner as approved by the Committee, one of the
     following methods for the payment of the vested portion of his Restricted
     Unit Account commencing within five years of his Separation from Service:

                                       8
<PAGE>

     (a)  a lump sum payment; or

     (b)  pro-rata annual installment payments for a period not to exceed 15
          years after Separation from Service, with each installment equal to
          the unpaid balance of such accounts divided by the number of remaining
          payments; and, if the Participant dies before all payments are made,
          the remaining payments are to be made to his Beneficiary.

     A Participant may elect one method of payment to himself and a different
     method of payment to his Beneficiary.

     A Participant may request a change of his election as to the method of
     payment, by written notice to the Committee, subject to approval by the
     Committee in its sole discretion, at any time in a tax year prior to the
     tax year of his Separation from Service, provided, however, if a
     Participant's Separation from Service for any reason other than death
     occurs less than ninety (90) days following any election or request for a
     change in election of a method of payment to himself, such election may be
     disregarded by the Committee.

     7.3.  DEATH; DISABILITY; RETIREMENT

     Upon a Participant's Separation from Service by reason of his death,
     Disability or Retirement, the Company shall pay to him, or to his
     Beneficiary in the case of his death, his Restricted Unit Account as of the
     date of Separation from Service. Payment shall be made by the method and on
     the date(s) previously elected by the Participant or, in the sole
     discretion of the Committee, in a lump sum.

     Lump sum payments shall be made on the last day of the calendar quarter in
     which the Participant's Separation from Service occurs or on the date
     previously elected by the Participant, if applicable.

     7.4.  RESIGNATION

     Notwithstanding the provisions of SECTION 7.2, upon a Participant's
     Separation from Service by reason of his resignation prior to age 55, the
     Company shall pay to him the vested portion of his Restricted Unit Account
     as of the Date of Separation from Service resulting from his resignation.

     Payment shall be made to the Participant in a single lump sum on the last
     day of the calendar quarter in which his resignation or discharge occurs.

     Notwithstanding the foregoing, at the Participant's request, the Committee,
     at its option, may defer payment of the Participant's then vested
     Restricted

                                       9
<PAGE>

     Unit Account to the time(s) previously selected by such Participant
     pursuant to SECTION 7.2. In the event of the Participant's death, the
     balance of such accounts shall be distributed in accordance with SECTION
     7.3.

     7.5.  HARDSHIP

     (a)  Upon application by a Participant and approval thereof by the
          Committee, the Participant may withdraw, upon a showing of hardship,
          part or all of the amount vested in his Restricted Unit Account.

     (b)  For purposes of SECTION 7.5(a), "hardship" shall mean severe
          financial hardship to a Participant resulting from a sudden and
          unexpected illness or accident of the Participant or of a dependent
          (as defined in Section 152(a) of the Internal Revenue Code of 1986, as
          amended) of the Participant, loss of the Participant's property due to
          casualty, or other similar extraordinary and unforeseeable
          circumstances arising as a result of events beyond the control of the
          Participant, which hardship may not be relieved through reimbursement
          or compensation by insurance or otherwise or by liquidation of the
          Participant's assets (to the extent such liquidation would not itself
          cause severe financial hardship).

     7.6.  CHANGE OF CONTROL.

     Notwithstanding anything to the contrary contained in this Plan, upon the
     consummation, of a Change of Control as defined in SECTION 5.3, each
     Participant's Restricted Unit Account shall be immediately vested and
     distributed to him in a lump sum distribution within 15 days following the
     consummation of such Change in Control.

     7.7. FORM OF PAYMENT.

     The value of the Restricted Unit Account shall be distributed to the
     Participant in shares of Common Stock.  The Company shall take use its best
     efforts to maintain the effectiveness of a registration statement on Form
     S-8 (or any successor form) or another appropriate form with respect to
     shares of Common Stock distributable pursuant to the Plan.

                                       10
<PAGE>

8.   ADMINISTRATION

     8.1.  COMMITTEE

     The general administration of the Plan and the responsibility for carrying
     out its provisions shall be placed in an Administrative Committee. The
     Committee shall consist of at least two members appointed from time to time
     by the Board of Directors to serve at the pleasure thereof. The initial
     Administrative Committee shall consist of the Chief Financial Officer and
     the General Counsel of the Company. Any member of the Committee may resign
     by delivering his written resignation to the Company, and may be removed at
     any time by action of the Board of Directors.

     8.2.  RULES FOR ADMINISTRATION

     Subject to the limitations of the Plan, the Committee may from time to time
     establish rules and procedures for the administration and interpretation of
     the Plan and the transaction of its business as the Committee may deem
     necessary or appropriate.  The determination of the Committee as to any
     disputed question shall be conclusive.

     8.3.  COMMITTEE ACTION

     Any act which the Plan authorizes or requires the Committee to do may be
     done by a majority of its members.  The action of such majority, expressed
     from time to time by a vote at a meeting (a) in person, (b) by telephone or
     other means by which all members may hear one another or (c) in writing
     without a meeting, shall constitute the action of the Committee and shall
     have the same effect for all purposes as if assented to by all members of
     the Committee at the time in office.

     8.4.  DELEGATION

     The members of the Committee may authorize one or more of their number to
     execute or deliver any instrument, make any payment or perform any other
     act which the Plan authorizes or requires the Committee to do.

     8.5.  SERVICES

     The Committee may employ or retain agents to perform such clerical,
     accounting and other services as they may require in carrying out the
     provisions of the Plan.

                                       11
<PAGE>

     8.6.  INDEMNIFICATION

     The Company shall indemnify and save harmless each member of the Committee
     against all expenses and liabilities arising out of membership on the
     Committee, excepting only expenses and liabilities arising from such
     member's own gross negligence or willful misconduct, as determined by the
     Board of Directors.

9.   AMENDMENT AND TERMINATION

The Company, by action of the Board of Directors or the Compensation Committee
thereof, may at any time or from time to time modify or amend any or all of the
provisions of the Plan or may at any time terminate the Plan provided that the
Company may not amend SECTION 5 or 7.6 to adversely affect any Participant
rights under such SECTIONS 5 and 7.6.  No such action shall adversely affect the
accrued or vested rights of any Participant hereunder without his consent
thereto.

10.  GENERAL PROVISIONS

     10.1.  LIMITATION OF RIGHTS

     No Participant or other Eligible Employee shall have any right to any
     payment or benefit hereunder except to the extent provided in the Plan.

     10.2.  EMPLOYMENT RIGHTS

     The employment rights of any Participant or other Eligible Employee shall
     not be enlarged, guaranteed or affected by reason of any of the provisions
     of the Plan.

     10.3.  ASSIGNMENT, PLEDGE OR ENCUMBRANCE

     Assignment, pledge or other encumbrance of any payments or benefits under
     the Plan shall not be permitted or recognized and, to the extent permitted
     by law, no such payments or benefits shall be subject to legal process or
     attachment for the payment of any claim of any person entitled to receive
     the same, except to the extent such assignment, pledge or other encumbrance
     is in favor of the Company to secure a loan or other extension of credit
     from the Company to the Participant.

                                       12
<PAGE>

     10.4.  MINOR OR INCOMPETENT

     If the Committee determines that any person to whom a payment is due
     hereunder is a minor or is incompetent by reason of physical or mental
     disability, the Committee shall have the power to cause the payments
     becoming due to such person to be made to another for the benefit of such
     minor or incompetent without responsibility of the Company or the Committee
     to see to the application of such payment, unless claim prior to such
     payment is made therefor by a duly appointed legal representative.
     Payments made pursuant to such power shall operate as a complete discharge
     of the Company and the Committee.

     10.5.  BENEFICIARY

     Each Participant may designate, by written notice to the Committee, any
     person or persons or legal entity or legal entities, including such
     Participant's estate, as such Participant's Beneficiary under the Plan.  A
     Participant may revoke the Participant's designation of a Beneficiary or
     change such Participant's Beneficiary at any time prior to such
     Participant's death by written notice to the Committee.  If no person or
     legal entity shall be designated by a Participant as such Participant's
     Beneficiary or if no designated Beneficiary survives such Participant, such
     Participant's Beneficiary shall be such Participant's estate.

     10.6.  BINDING PROVISIONS

     The provisions of this Plan shall be binding upon each Participant as a
     consequence of his election to participate in the Plan, and upon the
     Company, and their respective heirs, executors, administrators, and
     assigns.

     10.7.  NOTICES

     Any election made or notice given by a Participant pursuant to the Plan
     shall be in writing to the Committee or to such representative as may be
     designated by it for such purpose and shall be deemed to have been made or
     given on the date received by the Committee or its representative.

     10.8.  GOVERNING LAW

     The validity and interpretation of the Plan and of any of its provisions
     shall be construed under the laws of the State of Maryland without giving
     effect to the choice of law provisions thereof.

                                       13
<PAGE>

     10.9.  PRONOUNS

     The masculine pronoun shall be deemed to include the feminine wherever it
     appears in the Plan unless a different meaning is required by the context.

     10.10. WITHHOLDING

     Subject to the right of the Participant pay to the Company, in cash or cash
     equivalents, any amounts as may be necessary to satisfy all or a portion of
     any federal, state and local tax withholding requirements, the Company
     shall withhold from the shares of Common Stock distributable to such
     Participant such number of shares as shall be sufficient to satisfy all or
     any federal, state and local tax withholding requirements applicable to the
     designated distribution.

     10.11.  EFFECTIVE DATES

     This Plan shall be effective as of July 1, 1998.

                                   * * * * *

                                       14