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                                                                   EXHIBIT 10.14

              JP FOODSERVICE, INC. 401(k) RETIREMENT SAVINGS PLAN



                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.
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                               TABLE OF CONTENTS
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Page
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<S>               <C>                                                       <C>
ARTICLE I         DEFINITIONS..........................................      1
ARTICLE II        SERVICE..............................................     14
ARTICLE III       ELIGIBILITY, ENROLLMENT AND PARTICIPATION............     16
ARTICLE IV        CONTRIBUTIONS........................................     18
ARTICLE V         LIMITATIONS ON ALLOCATIONS...........................     27
ARTICLE VI        DISTRIBUTION OF BENEFITS.............................     33
ARTICLE VI-A      DISTRICT ROLLOVERS...................................     39
ARTICLE VII       Retirement BENEFITS..................................     40
ARTICLE VIII      JOINT AND SURVIVOR ANNUITY REQUIREMENTS..............     40
ARTICLE IX        TERMINATION OF EMPLOYMENT............................     44
ARTICLE X         WITHDRAWALS..........................................     45
ARTICLE XI        FIDUCIARY DUTIES AND RESPONSIBILITIES................     48
ARTICLE XII       THE ADMINISTRATOR....................................     48
ARTICLE XIII      PARTICIPANTS' RIGHTS.................................     50
ARTICLE XIII-A    INVESTMENTS..........................................     52
ARTICLE XIV       AMENDMENT OR TERMINATION OF THE PLAN.................     53
ARTICLE XV        SUBSTITUTION OF PLANS................................     55
ARTICLE XVI       MISCELLANEOUS........................................     55
ARTICLE XVII      TRUST AGREEMENT......................................     60
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                                   ARTICLE I
                                  DEFINITIONS

1.1  ACCRUED BENEFIT.  The term Accrued Benefit means the value on any
     applicable date of the Participant's Account.

1.2  ACT.  The Securities and Exchange Act of 1934, as amended from time to
     time.

1.3  ACTIVE PARTICIPANT. The term Active Participant means any Participant who
     (a) performs duties as an Employee for the Employer, and (b) is not an
     Inactive Participant.

1.4  ACTUAL CONTRIBUTION PERCENTAGE.  The term Actual Contribution Percentage
     means the average of the Actual Contribution Ratios of a specified group
     computed to the nearest one-hundredth of one percent.

1.5  ACTUAL CONTRIBUTION PERCENTAGE TEST.

     (A) For each Plan Year, the Plan shall satisfy the contribution percentage
         requirement described in section 401(m)(2) of the Code and the
         regulations thereunder, which are incorporated herein.

         The Plan satisfies the Actual Contribution Percentage Test if:

         (1)  The Actual Contribution Percentage for the group of eligible
              Highly Compensated Employees is not more than the Actual
              Contribution Percentage for the group of all other eligible
              Employees multiplied by 1.25; or

         (2)  The excess of the Actual Contribution Percentage for the group of
              eligible Highly Compensated Employees over the Actual Contribution
              Percentage for the group of all other eligible Employees is not
              more than two percentage points, and the Actual Contribution
              Percentage for the group of eligible Highly Compensated Employees
              is not more than the Actual Contribution Percentage for the group
              of all other eligible Employees multiplied by two.

     (B) Special Rules.

         (1)  Matching Contributions and Qualified Nonelective Contributions
              will be considered for a Plan Year only if allocated to the
              Employee's Account as of any date within the Plan Year being
              tested and only if made before the last day of the twelve month
              period immediately following the Plan Year to which such
              contributions relate.

         (2)  A Matching Contribution that is forfeited to correct Excess
              Aggregate Contributions, or because the contribution to which it
              relates is treated as an Excess Contribution, Excess Deferral, or
              Excess Aggregate Contribution, shall not be taken into account for
              purposes of the Actual Contribution Percentage Test.

         (3)  The Employer shall maintain records sufficient to demonstrate
              satisfaction of the Actual Contribution Percentage Test, including
              records showing the extent to which Qualified Nonelective
              Contributions and Elective Deferral Contributions are taken into
              account.

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1.6  ACTUAL CONTRIBUTION RATIO.

     (A) An Employee's Actual Contribution Ratio is the sum of the Contribution
         Percentage Amounts allocated to the Employee's Account for the Plan
         Year (including any amounts required to be taken into account under
         subparagraphs (B) (1) and (B) (2) of this section) divided by the
         Employee's Compensation for the Plan Year. If no Matching
         Contributions, Qualified Nonelective Contributions, or Elective
         Deferral Contributions are taken into account with respect to an
         eligible Employee, the Actual Contribution Ratio of the Employee is
         zero.

     (B) Special Rules.

         (1)  In the event that this Plan is aggregated with one or more plans
              for purposes of section 410(b) of the Code (other than for
              purposes of the average benefit percentage test), or if one or
              more other plans satisfy the requirements of section 410(b) of the
              Code (other than the average benefit percentage test) only if
              aggregated with this Plan, then this section shall be applied by
              determining the Actual Contribution Ratios of Employees as if all
              such plans were a single plan. Plans may be aggregated only if
              they have the same Plan Year.

         (2)  The Actual Contribution Ratio of a Highly Compensated Employee who
              is eligible to participate in more than one plan of the Employer
              to which employee contributions or Matching Contributions are made
              shall be calculated by treating all such plans in which the
              Employee is eligible to participate as one plan. For Plan Years
              beginning after December 31, 1988, if a Highly Compensated
              Employee participates in two or more plans that have different
              plan years, all plans ending with or within the same calendar year
              shall be treated as a single plan. However, plans that are not
              permitted to be aggregated under Treasury Regulation section
              1.401(m)-I(b)(3)(ii) shall not be aggregated for purposes of this
              section.

         (3)  For purposes of determining the Actual Contribution Ratio of a
              Participant who is a 5-percent owner or one of the ten most 
              highly-paid Highly Compensated Employees, the Contribution 
              Percentage Amounts and Compensation of such Participant shall
              include the Contribution Percentage Amounts (including any amounts
              required to be taken into account under subparagraphs (B)(1) and
              (B)(2) of this section) and Compensation for the Plan Year of all
              Family Members.

              If the Participant is required to be aggregated as a member of
              more than one family group under the Plan, all eligible Employees
              who are members of those family groups that include that Employee
              are aggregated as one family group.

              Family Members, with respect to Highly Compensated Employees,
              shall be disregarded as separate Employees in determining the
              Actual Contribution Ratio both for Participants who are Nonhighly
              Compensated Employees and for Participants who are Highly
              Compensated Employees.

         (4)  The determination and treatment of the Actual Contribution Ratio
              amounts of any Participant shall satisfy such other requirements
              as may be prescribed by the Secretary of the Treasury.

1.7  ACTUAL DEFERRAL PERCENTAGE. The term Actual Deferral Percentage means the
     average of the Actual Deferral Ratios of a specified group, computed to the
     nearest one-hundredth of one percent.

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                                 [BLANK PAGE]

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1.8  ACTUAL DEFERRAL PERCENTAGE TEST.

     (A) For each Plan Year, the Plan shall satisfy the Actual Deferral
         Percentage Test described in section 401(k)(3) and the regulations
         thereunder, which are herein incorporated by reference.

         The Plan satisfies the Actual Deferral Percentage Test for a Plan Year
         only if:

         (1)  The Actual Deferral Percentage for the group of eligible Highly
              Compensated Employees is not more than the Actual Deferral
              Percentage for the group of all other eligible Employees
              multiplied by 1.25; or

         (2)  The excess of the Actual Deferral Percentage for the group of
              eligible Highly Compensated Employees over the Actual Deferral
              Percentage for the group of all other eligible Employees is not
              more than two percentage points, and the Actual Deferral
              Percentage for the group of eligible Highly Compensated Employees
              is not more than the Actual Deferral Percentage for the group of
              all other eligible Employees multiplied by two.

     (B) Special Rules.

         (1)  For purposes of determining the Actual Deferral Percentage Test,
              Elective Deferral Contributions, Qualified Nonelective
              Contributions, and Qualified Matching Contributions must be
              allocated to the Employee's Account as of a date within the Plan
              Year being tested and must be made before the last day of the
              twelve-month period immediately following the Plan Year to which
              such contributions relate.

         (2)  The Excess Deferrals of a Highly Compensated Employee shall be
              taken into account for purposes of the Actual Deferral Percentage
              Test. Conversely, the Excess Deferrals of an Employee who is a
              Nonhighly Compensated Employee shall not be taken into account for
              purposes of the Actual Deferral Percentage Test.

         (3)  The Employer shall maintain records sufficient to demonstrate
              satisfaction of the Actual Deferral Percentage Test, including the
              extent to which Qualified Nonelective Contributions and Qualified
              Matching Contributions are taken into account.

1.9  ACTUAL DEFERRAL RATIO.

     (A) An Employee's Actual Deferral Ratio for the Plan Year is the sum of the
         Employee's Deferral Percentage Amounts allocated to the Employee's
         Account for the Plan Year (including any amounts required to be taken
         into account under subparagraphs (B)(1) and (B)(2) of this section),
         divided by the Employee's Compensation taken into account for the Plan
         Year. If an eligible Employee makes no Elective Deferral Contributions,
         and no Qualified Matching Contributions or Qualified Nonelective
         Contributions are taken into account with respect to the Employee, the
         Actual Deferral Ratio of the Employee is zero.

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     (B) Special Rules.

         (1)  In the event that this Plan is aggregated with one or more plans
              for purposes of section 410(b) of the Code (other than for
              purposes of the average benefit percentage test), or if one or
              more other plans satisfy the requirements of section 410(b) of the
              Code (other than the average benefit percentage test) only if
              aggregated with this Plan, then this section shall be applied by
              determining the Actual Deferral Ratio of Employees as if all such
              plans were a single plan. Plans may be aggregated only if they
              have the same Plan Year.

         (2)  The Actual Deferral Ratio of a Highly Compensated Employee who is
              eligible to participate in more than one cash or deferred
              arrangement (as described in section 401 (k) of the Code) of the
              same Employer shall be calculated by treating all the cash or
              deferred arrangements in which the Employee is eligible to
              participate as one arrangement. If the cash or deferred
              arrangements that are treated as a single arrangement under the
              preceding sentence are parts of plans that have different Plan
              Years, the cash or deferred arrangements are treated as a single
              arrangement with respect to the Plan Years ending with or within
              the same calendar year. However, plans that are not permitted to
              be aggregated under Treasury Regulation section 1.401(k)-
              1(b)(3)(ii)(B) are not aggregated for purposes of this section.

         (3)  For purposes of determining the Actual Deferral Ratio of a
              Participant who is a 5 percent owner or one of the 10 most Highly
              Compensated Employees, the Deferral Percentage Amounts and
              Compensation of such Participant shall include the Deferral
              Percentage Amounts (including any amounts required to be taken
              into account under subparagraphs (B) (1) and (B) (2) of this
              section) and Compensation for the Plan Year of Family Members.

              If an Employee is required to be aggregated as a member of more
              than one family group under the Plan, all eligible Employees who
              are members of those family groups that include that Employee are
              aggregated as one family group.

              Family Members, with respect to such Highly Compensated Employees,
              shall be disregarded as separate Employees in determining the
              Actual Deferral Percentage both for Participants who are Non-
              highly Compensated Employees and for Participants who are Highly
              Compensated Employees.

         (4)  The determination and treatment of the Actual Deferral Ratio
              amounts of any Participant shall satisfy such other requirements
              as may be prescribed by the Secretary of the Treasury.

1.10   ANNUITY. The term Annuity means a series of payments made over a
specified period of time which, for a fixed annuity are, of equal, specified
amounts, and for a variable annuity increase or decrease to reflect changes in
investment performance of the underlying portfolio.

1.11   ANNUITY STARTING DATE. The term Annuity Starting Date means the first
day of the first period for which an amount is payable as an Annuity. In the
case of a benefit not payable in the form of an Annuity, the term Annuity
Starting Date means the first day on which all events have occurred which
entitle the Participant to such benefit.

1.12   BENEFICIARY. The Participant's Spouse is the designated Beneficiary of
the Participant's entire Vested Interest. However, each Participant shall have
the right to designate another Beneficiary and to specify the

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     form of death benefit the Beneficiary is to receive, subject to the
     requirements of the "Qualified Election" provisions of Article VIII, Joint
     and Survivor and/or the form of death benefit Requirements. The Participant
     may change the Beneficiary and/or the form of death benefit at any time,
     subject to the requirements of the "Qualified Election" provisions of
     Article VIII, Joint and Survivor and/or the form of death benefit
     Requirements.

     If any distribution hereunder is made to a Beneficiary in the form of an
     Annuity, and if such Annuity provides for a death benefit, then such
     Beneficiary shall also have the right to designate a Beneficiary and to
     change that Beneficiary from time to time. As an alternative to receiving
     the benefit in the form of an Annuity, the Beneficiary may elect to receive
     a single cash payment or any other form of payment provided for in the
     Plan.

     If a Beneficiary has not been designated, or if a beneficiary designation
     or change of Beneficiary designation does not meet the requirements of the
     "Qualified Election" provisions of Article VIII, Joint and Survivor and/or
     the form of death benefit Requirements, (including any designation made
     prior to August 23, 1984 by a married Participant who has an Hour of
     Service on or after August 23, 1984), or if no designated Beneficiary
     survives the Participant, the Participant's entire Vested Interest shall be
     distributed to the Participant's Spouse, if living; otherwise in equal
     shares to any surviving children of the Participant. In the event none of
     the above named individuals survives the Participant, the Participant's
     entire Vested Interest shall be paid to the executor or administrator of
     the Participant's estate.

1.13 BOARD OF DIRECTORS. The term Board of Directors means the Employer's board
     of directors or other comparable governing body.

1.14 CODE. The term Code means the Internal Revenue Code of 1986, as amended
     from time to time.

1.15 COMPENSATION

     (A) Except as otherwise provided in the Plan, the term Compensation means
         wages, salaries, and fees for professional services and other amounts
         received (without regard to whether or not an amount is paid in cash)
         for personal services actually rendered in the course of employment
         with the Employer maintaining the Plan, to the extent that the amounts
         are includible in gross income (including, but not limited to,
         commissions paid salesmen, compensation for services on the basis of a
         percentage of profits, commissions on insurance premiums, tips,
         bonuses, fringe benefits, and reimbursements, or other expense
         allowances under a nonaccountable plan (as described in 1.62-2(c)), and
         foreign earned income (as defined in section 911 (b) of the Code)
         whether or not excludable from gross income under section 911 of the
         Code. The term Compensation does not include:

         (1)  Employer contributions to a plan of deferred compensation which
              are not includible in the employee's gross income for the taxable
              year in which contributed, or employer contributions under a
              simplified employee pension plan to the extent such contributions
              are deductible by the Employee, or any distributions from a plan
              of deferred compensation;

         (2)  Amounts realized from the exercise of a non-qualified stock
              option, or when restricted stock (or property) held by the
              Employee either becomes freely transferable or is no longer
              subject to substantial risk of forfeiture;

         (3)  Amounts realized from the sale, exchange or other disposition of
              stock acquired under a qualified stock option; and

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         (4)  Other amounts which received special tax benefits, or
              contributions made by the Employer (whether or not under a salary
              reduction agreement) towards the purchase of an annuity contract
              described in section 403(b) of the Code (whether or not the
              contributions are actually excludable from the gross income of the
              Employee).

     (B) Compensation shall include only that Compensation which is actually
         paid to the Participant during the determination period. Except as
         provided elsewhere in the Plan, the determination period shall be the
         Plan Year.

     (C) Compensation shall include any amount which is contributed by the
         Employer pursuant to a salary reduction agreement and which is not
         includible in the gross income of the employee under sections 125,
         402(e)(3), 402(h), or 403(b) of the Code; Compensation deferred under
         an eligible deferred compensation plan within the meaning of section
         457(d) of the Code; and employee contributions described in section
         414(h)(2) of the Code that are picked up by the employing unit and,
         thus, are treated as employer contributions.

     (D) For Plan Years beginning prior to January 1, 1994, the annual
         Compensation of each Participant taken into account for determining all
         benefits provided under the Plan for any determination period shall not
         exceed $200,000. This limitation shall be adjusted by the Secretary of
         the Treasury at the time and in the same manner as under section 415(d)
         of the Code, except that the dollar increase in effect on January 1 of
         any calendar year is effective for determination periods beginning in
         such calendar year and the first adjustment to the $200,000 limitation
         is effected on January 1, 1990. For Plan Years beginning on or after
         January 1, 1994, the annual Compensation of each Participant taken into
         account for determining all benefits provided under the Plan shall not
         exceed $150,000. This limitation shall be adjusted by the Secretary of
         the Treasury at the time and in the manner provided under Section
         401(a)(17) of the Code. If the period for determining Compensation used
         in calculating an Employee's allocation for a determination period is a
         short Plan Year (i.e., shorter than 12 months), the annual Compensation
         limit is an amount equal to the otherwise applicable annual
         Compensation limit multiplied by a fraction, the numerator of which is
         the number of months in the short Plan Year, and the denominator of
         which is 12.

         For Plan Years beginning prior to January 1, 1997, in determining the
         Compensation of a Participant for purposes of this limitation, the
         rules of section 414(q)(6) of the Code shall apply, except in applying
         such rules, the term "family" shall include only the Spouse of the
         Participant and any lineal descendants of the Participant who have not
         attained age 19 before the close of the year. If, as a result of the
         application of such rules, the adjusted $200,000 (or $150,000)
         limitation is exceeded, then either the limitation shall be prorated
         among the affected individuals in proportion to each such individual's
         Compensation as determined under this section prior to the application
         of this limitation, or the limitation shall be allocated among the
         affected individuals in an objective and nondiscriminatory manner based
         on a reasonable, good faith interpretation of section 401(a)(17) of the
         Code. The method chosen in the preceding sentence shall be uniformly
         applied to all affected individuals in a Plan Year and shall be applied
         consistently from year to year.

         If Compensation for any prior determination period is taken into
         account in determining an Employee's allocations or benefits for the
         current determination period, the Compensation for such prior
         determination period is subject to the applicable annual Compensation
         limit in effect for that prior year.

1.16 CONSIDERED NET PROFITS. The term Considered Net Profits means the entire
     amount of the accumulated or current operating profits (excluding capital
     gains from the sale or involuntary conversion of capital or business
     assets) of the Employer after all expenses and charges other than (i) the
     contributions

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     made by the Employer to the Plan, and (ii) federal or state or local taxes
     based upon or measured by income, as determined by the Employer, either on
     an estimated basis or a final basis, in accordance with the generally
     accepted accounting principles used by the Employer. When the amount of
     Considered Net Profits has been determined by the Employer, and the
     contributions are made by the Employer on the basis of such determination,
     for any Plan Year, such determination and contribution shall be final and
     conclusive and shall not be subject to change because of any adjustments in
     income or expense which may be required by the Internal Revenue Service or
     otherwise. Such determination and contribution shall not be open to
     question by any Participant either before or after the contributions by the
     Employer have been made.

1.17 CONTRIBUTION PERCENTAGE AMOUNTS. The term Contribution Percentage Amounts
     means the sum of the Matching Contributions and Qualified Matching
     Contributions (to the extent not taken into account for purposes of the
     Actual Deferral Percentage Test) made under the Plan on behalf of the
     Employee for the Plan Year. The term Contribution Percentage Amounts also
     includes Qualified Nonelective Contributions and Elective Deferral
     Contributions treated as Matching Contributions and taken into account in
     determining the Employee's Actual Contribution Ratio for the Plan Year.

1.18 CONTRIBUTION PERIOD. The term Contribution Period means that regular period
     specified by the Employer in Article IV for which contributions shall be
     made.

1.19 DEFERRAL PERCENTAGE AMOUNTS. The term Deferral Percentage Amounts means an
     Employee's Elective Deferral Contributions for the Plan Year. The term
     Deferral Percentage Amounts also includes Qualified Nonelective
     Contributions and Qualified Matching Contributions treated as Elective
     Deferral Contributions and taken into account in determining the Employee's
     Actual Deferral Ratio for the Plan Year.

1.20 DISABILITY. The term Disability means a Participant's incapacity to engage
     in any substantial gainful activity because of a medically determinable
     physical or mental impairment which can be expected to result in death, or
     to be of long, continued and indefinite duration. Such determination of
     Disability shall be made by the Administrator with the advice of competent
     medical authority. All Participants in similar circumstances will be
     treated alike.

1.21 DISABILITY RETIREMENT DATE. The term Disability Retirement Date means the
     first day of the month after the Plan Administrator has determined that a
     Participant's incapacity is a Disability.

1.22 EFFECTIVE DATE.  The term Effective Date means January 1, 1993.

1.23 ELECTIVE DEFERRAL CONTRIBUTION. The term Elective Deferral Contribution
     means any Employer Contribution made to the Plan at the election of the
     Participant, in lieu of cash compensation, and includes contributions made
     pursuant to a Salary Deferral Agreement or other deferral mechanism.

     Solely for purposes of the dollar limitation specified in section 402(g) of
     the Code, with respect to any taxable year, a Participant's Elective
     Deferral Contributions are the sum of all employer contributions made on
     behalf of such Participant pursuant to an election to defer under any
     qualified cash or deferred arrangement as described in section 401(k) of
     the Code, any simplified employee pension cash or deferred arrangement
     described in section 402(h)(1)(B) of the Code, any plan as described under
     section 501 (c)(18) of the Code, and any employer contributions made on
     behalf of a Participant for the purchase of a tax sheltered annuity
     contract under section 403(b) of the Code pursuant to a salary reduction
     agreement.

     The term Elective Deferral Contribution shall not include any deferrals
     properly distributed as excess annual additions.

1.24 EMPLOYEE. The term Employee means an individual who performs services for
     the Employer and who is either a common law employee on the active payroll
     of the Employer or a self-employed individual/owner

                                       8
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     employee treated as an Employee pursuant to Code section 401 (c)(1). The
     term Employee also includes a Leased Employee who is treated as an Employee
     of the Employer-recipient pursuant to the provisions of Code section 414(n)
     or 414(o). For purposes of determining the Highly Compensated Employees,
     the Employer may elect, on a reasonable and consistent basis, to treat such
     Leased Employees covered by a plan described in Code section 414(n)(5) as
     Employees.

1.25 EMPLOYEE CONTRIBUTIONS. The term Employee Contributions means any
     contributions to the Plan or any other plan that are designated or treated
     at the time of contribution as after-tax Employee Contributions and are
     allocated to a separate account to which the attributable earnings and
     losses are allocated. Such term includes Employee Contributions applied to
     the purchase of life insurance policies.

     Such term does not include buy-back of benefits described in code section
     (411)(a)(7)(c) or employee contributions transferred to this Plan.

1.26 EMPLOYER. The term Employer means JP Foodservice, Distributors, Inc. and
     any successor organization to such Employer which elects to continue the
     Plan. In the case of a group of employers which constitutes a controlled
     group of corporations (as defined in Code section 414(b)), or which
     constitutes trades or businesses (whether or not incorporated) which are
     under common control (as defined in Code section 414(c)), or which
     constitutes an affiliated service group (as defined in Code section
     414(m)), all such employers shall be considered a single employer for
     purposes of participation, vesting, Top-Heavy provisions and determination
     of Highly Compensated Employees.

1.27 EMPLOYER CONTRIBUTION. The term Employer Contribution means any
     contribution made to the Plan by the Employer on behalf of a Participant,
     other than a Rollover Contribution or a mandatory or voluntary contribution
     made to the Plan by the Employee that is treated at the time of
     contribution as an after-tax employee contribution.

1.28 EMPLOYER STOCK. The term Employer Stock means the common stock, $0.01 par
     value, of JP Foodservice, Inc., a Delaware corporation, or any successor
     thereto.

1.29 ENTRY DATE. The term Entry Date means either the Effective Date or the
     thirtieth day after the date of hire thereafter when an Employee who has
     fulfilled the eligibility requirements commences participation in the Plan.
     If the Employee does not desire to become a Participant at that time, the
     Employee may have as an Entry Date the first day of any calendar quarter
     thereafter, provided he still meets the eligibility requirements.

     Any Employee who has satisfied the maximum eligibility requirements
     permissible under ERISA, shall be eligible to commence participation in
     this Plan no later than the earlier of (A) or (B) below, as applicable;
     provided that the Employee has not separated from the Service of the
     Employer:

     (A) The first day of the first Plan Year beginning after the date on which
         the Employee satisfied such requirements; or

     (B) The date six months after the date on which the Employee satisfied such
         requirements.

     If an Employee is not in the active Service of the Employer as of his
     initial Entry Date, his subsequent Entry Date shall be the date he returns
     to the active Service of the Employer, provided he still meets the
     eligibility requirements. If an Employee does not enroll as a Participant
     as of his initial Entry Date, his subsequent Entry Date shall be the
     applicable Entry Date as specified above when the Employee actually enrolls
     as a Participant.

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1.30      ERISA. The term ERISA means the Employee Retirement Income Security
          Act of 1974 (PL 93-406) as it may be amended from time to time, and
          any regulations issued pursuant thereto as such Act and such
          regulations affect this Plan and Trust.

1.31      EXCESS AGGREGATE CONTRIBUTIONS.

          (A) The term Excess Aggregate Contributions means, with respect to any
              Plan Year, the excess of the aggregate amount of the Contribution
              Percentage Amounts actually made on behalf of Highly Compensated
              Employees for the Plan Year (including any amounts required to be
              taken into account under subparagraphs (B)(1) and (B)(2) of
              Section 1.5 of the Plan), over the maximum amount of contributions
              permitted under the Actual Contribution Percentage Test. The
              amount of Excess Aggregate Contributions for each Highly
              Compensated Employee is determined by using the method described
              in paragraph (B) of this section.

          (B) The amount of Excess Aggregate Contributions for a Highly
              Compensated Employee for a Plan Year is the amount (if any) by
              which the Employee's Matching Contributions must be reduced for
              the Employee's Actual Contribution Ratio to equal the highest
              permitted Actual Contribution Ratio under the Plan.

              To calculate the highest permitted Actual Contribution Ratio under
              the Plan, the Actual Contribution Ratio of the Highly Compensated
              Employee with the highest Actual Contribution Ratio is reduced by
              the amount required to cause the Employee's Actual Contribution
              Ratio to equal the ratio of the Highly Compensated Employee with
              the next highest Actual Contribution Ratio. If a lesser reduction
              would enable the Plan to satisfy the Actual Contribution
              Percentage Test, only this lesser reduction may be made. This
              process shall be repeated until the Plan satisfies the Actual
              Contribution Percentage Test. The highest Actual Contribution
              Percentage Ratio remaining under the Plan after leveling is the
              highest permitted Actual Contribution Ratio.

              For each Highly Compensated Employee, the amount of Excess
              Aggregate Contributions for a Plan Year is equal to the total
              Contribution Percentage Amounts (including any amounts required to
              be taken into account under subparagraphs (B) (1) and (B) (2) of
              Section 1.5 of the Plan), minus the amount determined by
              multiplying the Employee's highest permitted Actual Contribution
              Ratio (determined after application of this section) by the
              compensation used in determining the ratio.

                                       10
<PAGE>
 
1.32      EXCESS CONTRIBUTION.

          (A) The term Excess Contribution means, with respect to a Plan Year,
              the excess of Deferral Percentage Amounts made on behalf of
              eligible Highly Compensated Employees for the Plan Year (including
              any amounts required to be taken into account under subparagraphs
              (B) (1) and (B) (2) of Section 1.8 of the Plan) over the maximum
              amount of such contributions permitted under the Actual Deferral
              Percentage Test for the Plan Year. The amount of Excess
              Contributions for each Highly Compensated Employee is determined
              by using the method described in paragraph (B) of this section.

          (B) The amount of Excess Contributions for a Highly Compensated
              Employee for a Plan Year is the amount (if any) by which the
              Employee's Elective Deferral Contributions must be reduced for the
              Employee's Actual Deferral Ratio to equal the highest permitted
              Actual Deferral Ratio under the Plan.

              To calculate the highest permitted Actual Deferral Ratio under the
              Plan, the Actual Deferral Ratio of the Highly Compensated Employee
              with the highest Actual Deferral Ratio is reduced by the amount
              required to cause the Employee's Actual Deferral Ratio to equal
              the ratio of the Highly Compensated Employee with the next highest
              Actual Deferral Ratio. If a lesser reduction would enable the
              arrangement to satisfy the Actual Deferral Percentage Test, only
              this lesser reduction shall be made. This process shall be
              repeated until the cash or deferred arrangement satisfies the
              Actual Deferral Percentage Test. The highest Actual Deferral Ratio
              remaining under the Plan after leveling is the highest permitted
              Actual Deferral Ratio.

1.33      EXCESS DEFERRALS. The term Excess Deferrals means those Elective
          Deferral Contributions that are includible in a Participant's gross
          income under section 402(g) of the Code to the extent such
          Participant's Elective Deferral Contributions for a taxable year
          exceed the dollar limitation under such Code section.

1.34      FAIL-SAFE CONTRIBUTION. The term Fail-Safe Contribution means a
          Nonelective Contribution, designated by the Employer at the time of
          contribution as a Qualified Nonelective Contribution, which is
          contributed to the Plan solely for the purposes of satisfying either
          the Actual Deferral Percentage Test or the Actual Contribution
          Percentage Test and is made in accordance with the provisions of
          Article IV of this Plan.

1.35      FAIR MARKET VALUE. The term Fair Market Value means the closing price
          of Employer Stock as reported by the National Association of
          Securities Dealers Automated Quotation System (NASDAQ) in the national
          market or the date as of which the Employer Stock is to be valued,
          provided that if there should be no sales of Employer Stock on such
          date, the Fair Market Value shall be deemed equal to the closing price
          as reported by NASDAQ on the last preceding date on which sales of
          Employer Stock were reported. In the event Employer Stock is listed
          upon an established stock exchange or exchanges, Fair Market Value
          means the closing price of Employer Stock on the exchange that trades
          the largest volume of Employer Stock on the date as of which Employer
          Stock is to be valued.

1.36      FAMILY MEMBER. The term Family Member means, with respect to any
          Employee, such Employee's Spouse and lineal ascendants and descendants
          and the spouses of such lineal ascendants and descendants.

                                       11
<PAGE>
 
1.37      FIDUCIARY.  The term Fiduciary means any, or all, of the following, as
          applicable:

          (A) Any Person who exercises any discretionary authority or control
              respecting the management of the Plan or its assets; or

          (B) Any Person who renders investment advice for a fee or other
              compensation, direct or indirect, respecting any monies or other
              property of the Plan or has authority or responsibility to do so;
              or

          (C) Any Person who has discretionary authority or responsibility in
              the administration of the Plan; or

          (D) Any Person who has been designated by a Named Fiduciary pursuant
              to authority granted by the Plan, who acts to carry out a
              fiduciary responsibility, subject to any exceptions granted
              directly or indirectly by ERISA.

1.38      FORFEITURE. The term Forfeiture means the amount, if any, by which the
          value of a Participant's Account exceeds his Vested Interest following
          such Participant's Termination of Employment, and at the time
          specified in Section 9.1.

1.39      HIGHLY COMPENSATED EMPLOYEE. The term Highly Compensated Employee
          means any Highly Compensated Active Employee or Highly Compensated
          Former Employee as further defined herein.

          For purposes of the determination of Highly Compensated Employees, the
          term Compensation means Compensation as defined in Article V of the
          Plan, but includes the amount of any elective contributions made by
          the Employer on the Employee's behalf to a cafeteria plan established
          in accordance with the provisions of Code section 125, a qualified
          cash or deferred arrangement in accordance with the provisions of Code
          section 402(e)(3), a simplified employee pension plan in accordance
          with the provisions of Code section 402(h), or a tax sheltered annuity
          plan maintained in accordance with the provisions of Code section
          403(b).

          A "Highly Compensated Active Employee" is any Employee who performs
          services for the Employer during the current Plan Year and who, during
          the current Plan Year or the 12-month period immediately preceding
          such Plan Year:

          (A) Owns (or is considered to own within the meaning of section 318 of
              the Code, as modified by section 416(i)(1)(B)(iii) of the Code),
              more than 5% of the outstanding stock of the Employer or stock
              possessing more than 5% of the total combined voting power of all
              stock of the Employer, or, if the Employer is other than a
              corporation, owns more than 5% of the capital or profits interest
              in the Employer. The determination of 5% ownership shall be made
              separately for each member of a controlled group of corporations
              (as defined in Code section 414(b)), or of a group of trades or
              businesses (whether or not incorporated) that are under common
              control (as defined in Code section 414(c)), or of an affiliated
              service group (as defined in Code section 414(m)); or

          (B) Receives Compensation in excess of $75,000 multiplied by the
              applicable cost-of-living adjustment factor prescribed under Code
              section 415(d) and then prorated in the case of a short Plan Year,
              or

          (C) Receives Compensation in excess of $50,000, as adjusted for cost-
              of-living increases in accordance with Code section 415(d) and
              then prorated in the case of a short Plan Year, and is in the top
              20% of Employees ranked by Compensation; or

          (D) Is, at any time, an officer of the Employer and receives
              Compensation in excess of 50% of the amount in effect under Code
              section 415(bj(l)(A) for the applicable period.

                                       12
<PAGE>
 
              If no officer receives Compensation in excess of the amount
              specified above, the highest paid officer for the applicable
              period shall be a Highly Compensated Employee.

              In no event if there are more than 500 Employees, shall more than
              50 Employees or, if there are less than 500 Employees, shall the
              greater of firm Employees or 10% of all Employees, be taken into
              account as officers.

      In determining both the top 20% of Employees ranked by Compensation for
      purposes of paragraph (C) above, and officers of the Employer for purposes
      of paragraph (D) above, Employees who have not completed six months of
      Service by the end of the applicable period, Employees who normally work
      less than 17-1/2 hours per week, Employees who normally work less than six
      months during a year, Employees who have not attained 21, and nonresident
      aliens who receive no earned income from U.S. sources shall be excluded.

      Also excluded under the above paragraph are Employees who are covered by
      an agreement which the Secretary of Labor finds to be a collective
      bargaining agreement. Such Employees will be excluded only if retirement
      benefits were the subject of good faith bargaining, 90% of the Employees
      of the Employer are covered by the agreement, and the Plan covers only
      Employees who are not covered by the agreement.

      Notwithstanding the above provisions, an Employee, other than a 5% owner
      as described in paragraph (A) above who was not highly compensated during
      the 12-month period immediately preceding the current Plan Year will not
      be considered to be a Highly Compensated Employee in the current Plan Year
      unless such Employee is one of the top 100 Employees ranked by
      Compensation for the current Plan Year.

      A "Highly Compensated Former Employee" is any former Employee who
      separated from Service with the Employer in a Plan Year preceding the
      current Plan Year and was a Highly Compensated Active Employee in either:

      (A) The Plan Year in which his separation from Service occurred; or

      (B) any Plan Year ending on or after such former Employee's 55th birthday.

      A former Employee is an Employee who performs no services for the Employer
      during a Plan Year (for example, by reason of a leave of absence).

1.40  INACTIVE PARTICIPANT. The term Inactive Participant means any Participant
      who does not currently meet the requirements to be an Active Participant
      due to a suspension of the performance of duties for the Employer.

      In addition, a Participant who ceases to meet the eligibility requirements
      in accordance with Section 3.1 shall be considered an Inactive
      Participant.

1.41  INSTALLMENT REFUND ANNUITY. The term Installment Refund Annuity means an
      annuity which provides fixed monthly payments for a period certain of not
      less than three nor more than 15 years. If the Participant dies before the
      period certain expires, the annuity will be paid to the Participant's
      Beneficiary for the remainder of the period certain. The period certain
      shall be chosen by the Participant at the time the annuity is purchased,
      and the Installment Refund Annuity will be the amount of benefit which can
      be purchased with the Participant's Vested Interest. The Installment
      Refund Annuity is not a life annuity and in no event shall the period
      certain extend to a period which equals or exceeds the life expectancy of
      the Participant.

                                       13
<PAGE>
 
1.42      JOINT AND SURVIVOR ANNUITY. The term Joint and Survivor Annuity means
          an Annuity for the life of the Participant with a survivor Annuity for
          the life of the Participant's Spouse which is not less than one-half,
          nor greater than, the amount of the Annuity payable during the joint
          lives of the Participant and the Participant's Spouse. The Joint and
          Survivor Annuity will be the amount of benefit which can be purchased
          with the Participant's vested account balance. In the case of an
          unmarried Participant, Joint and Survivor Annuity means an Annuity
          payable over the Participant's life.

1.43      LATE RETIREMENT DATE. The term Late Retirement Date means the first
          day of the month coinciding with or next following the date a
          Participant is separated from Service with the Employer after his
          Normal Retirement Age, for any reason other than death.

1.44      LEASED EMPLOYEE. The term Leased Employee means any person (other than
          an Employee of the recipient) who, pursuant to an agreement between
          the recipient and any other person ("leasing organization"), has
          performed services for the recipient (or for the Employer and related
          persons determined in accordance with Code section 414(n)(6)) on a
          substantially full-time basis for a period of at least one year, and
          such services are of a type historically performed by employees in the
          business field of the recipient Employer.

1.45      MATCHING CONTRIBUTIONS. The term Matching Contributions means
          contributions made by the Employer to the Plan on behalf of a
          Participant on account of either Elective Deferral Contributions, if
          any, Employee Contributions, if any, or required contributions, if
          any.

1.46      NAMED FIDUCIARY. The term Named Fiduciary means the Plan
          Administrator, the Trustee and any other Fiduciary designated in
          writing by the Employer, and any successor thereto.

1.47      NONELECTIVE CONTRIBUTIONS. The term Nonelective Contributions means
          contributions made by the Employer (other than Matching Contributions)
          that the Participant may not elect to have paid in cash or other
          benefits instead of being contributed to the Plan.

1.48      NONHIGHLY COMPENSATED EMPLOYEE. The term Nonhighly Compensated
          Employee means an Employee who is not a Highly Compensated Employee.

1.49      NORMAL RETIREMENT AGE.  The term Normal Retirement Age means the date
          the Participant attains age 65.

1.50      NORMAL RETIREMENT DATE. The term Normal Retirement Date means the
          first day of the month coinciding with or next following the date a
          Participant attains his Normal Retirement Age.

1.51      PARTICIPANT. The term Participant means any Employee of the Employer,
          who is or becomes eligible to participate under this Plan in
          accordance with its provisions and shall include an Active Participant
          and an Inactive Participant.

1.52      PARTICIPANT'S ACCOUNT.  The term Participant's Account means the sum
          of the following sub-accounts held on behalf of each Participant:

          .  Elective Deferral Contributions, if any, and earnings thereon.

          .  Matching Contributions made prior to January 1, 1995, if any, and
             earnings thereon.

          .  Matching Contributions made on or after January 1, 1995, if any,
             and earnings thereon.

          .  Qualified Matching Contributions, if any, and earnings thereon.

                                       14
<PAGE>
 
          .  Nonelective Contributions made prior to January 1, 1995, if any,
             and earnings thereon.

          .  Nonelective Contributions made on or after January 1, 1995, if any,
             and earnings thereon.

          .  Qualified Nonelective Contributions, if any, and earnings thereon.
  
          .  Rollover Contributions, if any, and earnings thereon.

          Participant's Account shall be invested in accordance with the rules
          established by the Plan Administrator, which shall be applied in a
          consistent and nondiscriminatory manner.

1.53      PERSON.  The term Person means any natural person, partnership,
          corporation, trust or estate.

1.54      PLAN. The term Plan means JP Foodservice, Inc. 401(k) Retirement
          Savings Plan, the terms of which are set forth herein as it may be
          amended from time to time.

1.55      PLAN ADMINISTRATOR. The terms Plan Administrator and Administrator are
          used interchangeably throughout the Plan and Trust and shall mean the
          Employer.

1.56      PLAN YEAR. The term Play Year means the 9-month period commencing on
          April 1, 1995 and ending on December 31, 1995. Thereafter, the term
          Plan Year means the 12-month period commencing on January 1 and ending
          on the following December 31.

1.57      QUALIFIED MATCHING CONTRIBUTIONS. The term Qualified Matching
          Contributions shall mean Matching Contributions which are subject to
          the distribution and nonforfeitability requirements under section
          401(k) of the Code when made.

1.58      QUALIFIED NONELECTIVE CONTRIBUTIONS. The term Qualified Nonelective
          Contributions shall mean Nonelective Contributions which are subject
          to the distribution and nonforfeitability requirements under section
          401 (k) of the Code when made.

1.59      ROLLOVER CONTRIBUTION. The term Rollover Contribution means an amount
          representing all or part of a distribution from a pension or profit-
          sharing plan meeting the requirements of Code section 401 (a) that is
          eligible for rollover to this Plan in accordance with the requirements
          set forth in Code section 402 or Code section 408(d)(3), whichever is
          applicable.

1.60      SALARY DEFERRAL AGREEMENT. The term Salary Deferral Agreement means an
          agreement between a Participant and the Employer to defer the
          Participant's Compensation for the purpose of making Elective Deferral
          Contributions to the Plan.

1.61      TERMINATION OF EMPLOYMENT. The term Termination of Employment means a
          severance of the Employer-Employee relationship which occurs prior to
          a Participant's Normal Retirement Age for any reason other than
          Disability or death.

1.62      TRUST. The term Trust means the trust agreement entered into by the
          Employer, the Administrator and the Trustee, which trust agreement
          forms a part of, and implements the provisions of this Plan.

1.63      TRUSTEE. The term Trustee means one or more individuals collectively
          appointed and acting under the trust agreement, and any successor
          thereto.

1.64      VESTED INTEREST. The term Vested Interest on any date means the
          nonforfeitable right to an immediate or deferred benefit in the amount
          which is equal to the following:
        

                                       15
<PAGE>
 
   (A) the value on that date of that portion of the Participant's Account that
       is attributable to the following contributions:

       . Elective Deferral Contributions, if any

       . Rollover Contributions, if any

       . Qualified Matching Contributions, if any

       . Qualified Nonelective Contributions, if any

   (B) plus the value on that date of that portion of the Participant's Account
       that is attributable to and derived from:

       . Matching Contributions, if any

       . Nonelective Contributions, if any

       Such contributions pursuant to Subsection (B), plus the earnings thereon,
       shall be, at any relevant time, a part of the Participant's Vested
       Interest equal to an amount ("X") determined by the following formula:

         X =  P(AB + D)-D

       For the purposes of applying this formula:

         P =  The Participant's Vesting Percentage at the relevant time.

         AB = The account balance attributable to such contributions, plus the
         earnings thereon, at the relevant time.

         D =  The amount of the distribution.

                                       16
<PAGE>
 
1.65  VESTING PERCENTAGE. The term Vesting Percentage means the percentage used
      to determine a Participant's Vested Interest in contributions made by the
      Employer, plus the earnings thereon, credited to his Participant's Account
      that are not 100% immediately vested. The Vesting Percentage for each
      Participant shall be determined in accordance with the following schedule
      based on Years of Service with the Employer

<TABLE> 
<CAPTION> 

         Years of Service          Vesting Percentage
         ----------------          ------------------
         <S>                       <C> 
         Less than five                     0%

         Five or more                     100%

</TABLE> 

      However, if an Active Participant dies prior to attaining his Normal
      Retirement Age, his Vesting Percentage shall be 100%.

1.66  VOTING COMMITTEE. The term Voting Committee means a committee of at least
      three Employees appointed by the Employer to vote the Employer Stock held
      by the Plan, provided that none of the Employees appointed to the Voting
      Committee may be an officer, director, or ten-percent shareholder of JP
      Foodservice, Inc. who is subject to Section 16(b) of the Act.

                                   ARTICLE II
                                    SERVICE

2.1   SERVICE. The term Service means active employment with the Employer as an
      Employee. For purposes of determining Service, employment with any company
      which is under common control with the Employer as specified in section
      414 of the Internal Revenue Code shall be treated as employment with the
      Employer.

2.2   ABSENCE FROM EMPLOYMENT. Absence from employment on account of a leave of
      absence authorized by the Employer pursuant to the Employer's established
      leave policy will be counted as employment with the Employer provided that
      such leave of absence is of not more than two years' duration. Absence
      from employment on account of active duty with the Armed Forces of the
      United States will be counted as employment with the Employer. If the
      Employee does not return to active employment with the Employer, his
      Service will be deemed to have ceased on the date the Administrator
      receives notice that such Employee will not return to the active Service
      of the Employer. The Employer's leave policy shall be applied in a uniform
      and nondiscriminatory manner to all Participants under similar
      circumstances.

      FOR PURPOSES OF VESTING, THE FOLLOWING PROVISIONS SHALL APPLY:

2.3   HOUR OF SERVICE. The term Hour of Service means a period of Service during
      which an Employee shall be credited with one Hour of Service as described
      in (A), (B), (C), and (D) below:

      (A)   Each hour for which an Employee is directly or indirectly paid, or
            entitled to payment, by the Employer for the performance of duties.
            These hours shall be credited to the Employee for the computation
            period or periods in which the duties are performed; and

      (B)   Each hour for which an Employee is directly or indirectly paid, or
            entitled to payment, by the Employer for reasons (such as vacation,
            sickness or Disability) other than for the performance of duties.
            Hours under this Subsection shall be calculated and credited
            pursuant to section 2530.200b-2 of the Department of Labor
            Regulations which are incorporated herein by this reference; and

                                       17
<PAGE>
 
      (C)   Each hour for which back pay, irrespective of mitigation of damages,
            has been either awarded or agreed to by the Employer. These hours
            shall be credited to the Employee for the computation period or
            periods to which the award or agreement pertains rather than the
            computation period in which the award, agreement or payment is made;
            and

      (D)   Each hour for which an Employee is on an authorized unpaid leave
            (such as service with the Armed Forces, jury duty, educational
            leave). These hours shall be credited to the Employee for the
            computation period or periods in which such authorized leave takes
            place. However, no more than 501 hours shall be credited under this
            subparagraph (D).

      Hours of Service will be credited for employment with other members of an
      affiliated service group (under Internal Revenue Code section 414(m)), a
      controlled group of corporations (under Internal Revenue Code section
      414(b)), or a group of trades or businesses under common control (under
      Internal Revenue Code section 414(c)), of which the adopting employer is a
      member. Hours of Service will also be credited for any individual
      considered an Employee under Internal Revenue Code section 414(n).

      Solely for purposes of determining whether a One-Year Break in Service, as
      defined in Section 2.4, for participation and vesting purposes has
      occurred in a computation period, an individual who is absent from work
      for maternity or paternity reasons shall receive credit for the Hours of
      Service which would otherwise have been credited to such individual but
      for such absence, or in any case in which such hours cannot be determined,
      eight Hours of Service per day of such absence. For purposes of this
      paragraph, an absence from work for maternity or paternity reasons means
      an absence (1) by reason of the pregnancy of the individual (2) by reason
      of a birth of a child of the individual, (3) by reason of the placement of
      a child with the individual in connection with the adoption of such child
      by such individual, or (4) for purposes of caring for such child for a
      period beginning immediately following such birth or placement. The Hours
      of Service credited under this paragraph shall be credited (1) in the
      computation period in which the absence begins if the crediting is
      necessary to prevent a Break in Service in that period, or (2) in all
      other cases, in the following computation period.

2.4   ONE-YEAR BREAK IN SERVICE. The term One-Year Break in Service means any
      Plan Year during which an Employee fails to complete more than 500 Hours
      of Service.

2.5   DETERMINING VESTING PERCENTAGE. Vesting credit shall be given for each
      Year of Service except those periods specified in Section 2.7.

      If a Participant completes less than 1,000 Hours of Service during a Plan
      Year while remaining in the Service of the Employer, his Vesting
      Percentage shall not be increased for such Plan Year. However, at such
      time as the Participant again completes at least 1,000 Hours of Service in
      any subsequent Plan Year, his Vesting Percentage shall then take into
      account all Year(s) of Service with the Employer except those specified in
      Section 2.7.

      If an individual who ceases to be an Employee and is subsequently rehired
      as an Employee enrolls (or re-enrolls) in the Plan, upon his participation
      (or subsequent participation) his Vesting Percentage shall then take into
      account all Year(s) of Service except those specified in Section 2.7.

2.6   YEAR(S) OF SERVICE. The term Year(s) of Service means a 12-consecutive-
      month period during which an Employee has completed at least 1,000 Hours
      of Service.

      In computing Years of Service and Breaks in Service for vesting, the 12-
      consecutive-month period shall be the Plan Year. However, active
      participation as of the last day of the Plan Year is not required in order
      for a Participant to be credited with a Year of Service for vesting
      purposes.

                                       18
<PAGE>
 
      For purposes of the Vesting Computation Period, if any Plan Year is less
      than 12-consecutive months, and if a Participant would have been credited
      with a Year of Service during the 12-consecutive-month period beginning on
      the first day of the short Plan Year, then the Participant will receive a
      Year of Service for the short Plan Year. The Participant receives credit
      for an additional Year of Service if the Participant would have been
      credited with a Year of Service for the Plan Year immediately following
      the short Plan Year.

      For each Participant who was employed by PYA/Monarch on July 1, 1989, his
      Years of Service with PYA/Monarch will be counted as Years of Service for
      purposes of this Plan.

      For each Participant who was employed by Cooks Foodservice on August 3,
      1991, his Years of Service with Cooks Foodservice will be counted as Years
      of Service for purposes of this Plan.

      For each Participant who was employed by Tri River Foods, Inc. on July 1,
      1995, his Years of Service with Tri River Foods, Inc. will be counted as
      Years of Service for purposes of this Plan.

      For each Participant who was employed by The Doyen Company on November 24,
      1995, his Years of Service with The Doyen Company will be counted as Years
      of Service for purposes of this Plan.

      For each Participant who was employed by Rotelle, Inc. on November 27,
      1995, his Years of Service with Rotelle, Inc. will be counted as Years of
      Service for purposes of this Plan.

 2.7  EXCLUDED YEARS OF SERVICE. In determining the Vesting Percentage of an
      Employee, all Years of Service with the Employer shall be taken into
      account except:

      .  Plan Years during which a Participant did not complete at least 1,000
         Hours of Service.

 2.8  PREDECESSOR ORGANIZATION SERVICE. For purposes of this Article, Service
      with a predecessor organization of the Employer shall be treated as
      Service with the Employer in any case in which the Employer maintains the
      Plan of such predecessor organization.

                                  ARTICLE III
                   ELIGIBILITY, ENROLLMENT AND PARTICIPATION

 3.1  ELIGIBILITY. Each Employee who was a Participant prior to the Effective
      Date and who is in the Service of the Employer on the Effective Date shall
      continue as a Participant in the Plan Each other Employee, including a
      Leased Employee, shall be eligible to become a Participant as of the Entry
      Date when he first meets the following requirement(s):

      .  Not in a unit of Employees covered by an agreement which the Secretary
         of Labor finds to be a collective bargaining agreement between Employee
         representatives and the Employer, if there is evidence that retirement
         benefits were the subject of good faith bargaining between such
         Employee representatives and the Employer, unless the collective
         bargaining agreement provides for coverage under this Plan.

 3.2  ENROLLMENT AND PARTICIPATION. Each eligible Employee may enroll as of his
      Entry Date by completing and delivering to the Administrator an enrollment
      form and, if applicable, a Salary Deferral Agreement. He will then become
      a Participant as of his Entry Date.

 3.3  RE-EMPLOYED EMPLOYEE. In the case of an individual who ceases to be an
      Employee and is subsequently rehired as an Employee, the following
      provisions shall apply in determining his eligibility to again participate
      in the Plan:

                                       19
<PAGE>
 
     (A) If the Employee had met the eligibility requirement(s) specified in
         Section 3.1 prior to his separation from employment, he shall become an
         Active Participant in the Plan as of the date he is re-employed, after
         completing the applicable form(s), in accordance with Section 3.2.

     (B) If the Employee had not met the eligibility requirement(s) specified in
         Section 3.1 prior to his separation from employment, he shall be
         eligible to participate in the Plan on the first Entry Date following
         his fulfillment of such eligibility requirement(s).

     For purposes of this Subsection, all Years of Service with the Employer,
     including any Years of Service prior to any Breaks in Service, shall be
     taken into account.

3.4  ELIGIBLE CLASS. In the event a Participant becomes ineligible to
     participate because he is no longer a member of an eligible class of
     Employees, such Employee shall participate immediately upon his return to
     an eligible class of Employees.

     In the event an Employee who is not a member of the eligible class of
     Employees becomes a member of the eligible class, such Employee shall 
     participate immediately.

3.5  WAIVER OF PARTICIPATION. Notwithstanding any provision of the Plan to the
     contrary, any Employee in accordance with the rules of the Plan may decline
     to become a Participant or cease to be an Active Participant by filing a
     written waiver of participation with the Administration in the manner he
     prescribes. Such waiver must be filed prior to the date such Employee is
     eligible to become a Participant, or in the case of an Active Participant,
     in the last month of the Plan Year immediately preceding the Plan Year for
     which he wishes to cease being and Active Participant.

     Any Employee who files such a waiver shall not become a Participant, or if
     an Active Participant, shall elect to cease to be such as of the first day
     of the succeeding Plan Year; and such Employee shall not receive any
     additional compensation or other sums by reason of his waiver of
     participation.

     Any such waiver may be rescinded by an Employee effective on the first day
     of the first Plan Year following one or more Plan Years commencing after
     the filing of such waiver in which he was not an Active Participant, in
     which event he shall become a Participant, or again become an Active
     Participant, as the case may be, effective as of such date.

                                   ARTICLE IV
                                 CONTRIBUTIONS

4.1  ELECTIVE DEFERRAL CONTRIBUTIONS. Each Active Participant may enter into a
     written Salary Deferral Agreement with the Employer in an amount equal to
     not less than 1% nor more than 15% of his Compensation for the Contribution
     Period. In consideration of such agreement, the Employer will make a
     contribution for each Contribution Period on behalf of the Participant in
     an amount equal to the total amount by which the Participant's Compensation
     from the Employer was deferred during the Contribution Period pursuant to
     the Salary Deferral Agreement then in effect. Elective Deferral
     Contributions shall be paid by the Employer to the Trust not less
     frequently than four-weekly, but in no event later than 90 days following
     the date the amounts were deferred.

     Salary Deferral Agreements shall be governed by the following provisions
    
     (A) Amounts contributed pursuant to a Salary Deferral Agreement shall be
         100% vested and non-forfeitable at all times.

                                       20
<PAGE>
 
      (B)  No Participant shall be permitted to have Elective Deferral
           Contributions made under this Plan, or any other qualified plan
           maintained by the Employer, during any taxable year, in excess of the
           dollar limitation contained in section 402(g) of the Code in effect
           at the beginning of the taxable year.

      (C)  Amounts contributed pursuant to a Salary Deferral Agreement which are
           not in excess of the limit described in Subsection (B) above, shall
           be subject to the Limitations on Allocations in accordance with
           Article V. Elective Deferral Contributions that are in excess of the
           limit described in Subsection (B) shall also be subject to the
           Limitations on Allocations in accordance with Article

      (D)  A Salary Deferral Agreement may be changed by a Participant four
           times during the Plan Year, on any January 1, April 1, July I and
           October 1, by filing written notice thereof with the Administrator.
           Such notice shall be effective, and the Salary Deferral Agreement
           shall be changed on the date specified in such notice or as soon as
           administratively possible, which date must be at least 15 days after
           such notice is filed.

      (E)  Elective Deferral Contributions shall be subject to the Actual
           Deferral Percentage Test limitations.

      (F)  Correction of Excess Contributions.

           (1)  If the Employer determines prior to the end of the Plan Year
                that the Actual Deferral Percentage Test may not be satisfied,
                the Employer may take the corrective action specified in Section
                4.12 of the Plan.

           (2)  If, after the end of the Plan Year, the Employer determines that
                the Plan will fail the Actual Deferral Percentage Test, the
                Employer shall take the corrective action specified in Section
                4.14 or Section 4.17 of the Plan, or a combination of such
                corrective actions, in order to ensure that the Plan does not
                fail the Actual Deferral Percentage Test for the Plan Year being
                tested.

4.2   MATCHING CONTRIBUTIONS. The Employer shall make a Matching Contribution in
      an amount equal to $1.00 for each $1.00 by which a Participant defers his
      Compensation pursuant to a Salary Deferral Agreement up to a maximum of 2%
      of his Compensation, subject to the Limitations on Allocations specified
      in Article V. Matching Contributions may be paid to the Trust either in
      cash or in the form of Employer Stock valued at Fair Market Value on the
      date on which such Employer Stock is contributed to the Trust. Such
      contributions shall be paid to the Trust not less frequently than
      annually, but in any event not later than the date which is prescribed by
      law for filing the Employer's income tax return, including any extension
      thereof. Matching Contributions shall be subject to the Actual
      Contribution Percentage Test. The Employer may designate at the time of
      contribution that all or a portion of such Matching Contributions be
      treated as Qualified Matching Contributions.

      If the Employer determines prior to the end of the Plan Year that the
      Actual Contribution Percentage Test may not be satisfied, the Employer may
      take the corrective action specified in Section 4.13 of the Plan.

      If, after the end of the Plan Year, the Employer determines that the Plan
      will fail the Actual Contribution Percentage Test the Employer shall take
      the corrective action specified in Section 4.15 or Section 4.17 of the
      Plan, or a combination of such corrective actions, in order to ensure that
      the Plan does not fail the Actual Contribution Percentage Test for the
      Plan Year being tested.

      Such Matching Contribution shall be allocated as of the last day of the
      Plan Year for which such contribution is made to each Participant who:

                                      21
<PAGE>
 
      .   is an Active Participant as of the last day of the Plan Year.

      Notwithstanding the above provision, an allocation will be made on behalf
      of a Participant who dies, retires, or becomes disabled during the Plan
      Year.

4.3   NONELECTIVE CONTRIBUTIONS. The Employer may make a contribution under the
      Plan for each Plan Year of an amount equal to 1% of the Compensation of
      each Participant entitled to an allocation. However, if the Employer's
      Board of Directors shall so determine by resolution, the Employer may
      entirely omit, increase or decrease its Nonelective Contribution for such
      Plan Year and may provide for different amounts of Nonelective
      Contributions for Participants employed at different geographical
      locations. In such event, such resolution shall either specify a fixed
      amount or specify a definite formula by which a fixed amount can be
      determined. Nonelective Contributions may be paid to the Trust either in
      cash or in Employer Stock valued at Fair Market Value on the date on which
      such Employer Stock is contributed to the Trust. The contribution as
      described above, for any Plan Year, shall be paid to the Trust at the end
      of the Plan Year, or as soon as possible on or after the last day of such
      Plan Year, but in any event not later than the date which is prescribed by
      law for filing the Employer's income tax return, including any extension
      thereof.
      
      The Nonelective Contribution made pursuant to this Section shall be
      allocated to each Participant who is an Active Participant as of the last
      day of the Plan Year. Notwithstanding the preceding sentence, an
      allocation will be made on behalf of a Participant who dies, retires, or
      becomes disabled during the Plan Year.

      The Employer may designate at the time of contribution that all or a
      portion of such Nonelective Contribution be treated as a Qualified
      Nonelective Contribution.

4.4   FAIL-SAFE CONTRIBUTION. The Employer reserves the right to make a
      discretionary Nonelective Contribution to the Plan for any Plan Year, if
      the Employer determines that such a contribution is necessary to ensure
      that either the Actual Deferral Percentage Test or the Actual Contribution
      Percentage Test will be satisfied for that Plan Year. Such amount shall be
      designated by the Employer at the time of contribution as a Qualified
      Nonelective Contribution and shall be known as a Fail-Safe Contribution.

      The Fail-Safe Contribution shall be made on behalf of all eligible non-
      Highly Compensated Employees who are Participants and who are considered
      under the Actual Deferral Percentage Test or the Actual Contribution
      Percentage Test. This contribution shall be allocated to the Participant's
      Account of each such Participant in an amount equal to a fixed percentage
      of such Participant's Compensation. The fixed percentage shall be equal to
      the minimum fixed percentage necessary to be contributed by the Employer
      on behalf of each eligible non-Highly Compensated Employee who is a
      Participant so that the Actual Deferral Percentage Test or the Actual
      Contribution Percentage Test is satisfied.

      The Fail-Safe Contribution for any Plan Year as determined above shall be
      paid to the Trust at the end of the Plan Year, or as soon as possible on
      or after the last day of such Plan Year, but in no event later than the
      date which is prescribed by law for filing the Employer's income tax
      return, including any extensions thereof.

4.5   PROFITS NOT REQUIRED. Contributions to this Plan shall not be precluded
      because the Employer does not have Considered Net Profits. Notwithstanding
      the existence of Considered Net Profits, the Employer may determine in its
      sole discretion that it will make no contributions for such Plan Year.

4.6   PAYMENT OF EXPENSES. The Employer may contribute to the Plan the amount
      necessary, to pay any applicable expense charges and administration
      charges. In lieu of the Employer's contributing the amount necessary to
      pay such charges, these expenses may be paid from the Trust fund.

4.7   ALLOCATION OF FORFEITURES. The contributions made by the Employer shall be
      reduced by any Forfeitures available as an Employer credit in accordance
      with Section 9.3.

                                      22
<PAGE>
 
4.8   CREDITING OF ELECTIVE DEFERRAL AND OTHER CONTRIBUTIONS. Elective Deferral
      Contributions and other contributions made by the Employer shall be
      credited to the Participant Account of each Participant for whom such
      contributions are made, in accordance with the provisions of Article

4.9   ROLLOVER CONTRIBUTIONS. The Plan may receive Rollover Contributions on
      behalf of an Employee. Receipt of a Rollover Contribution shall be subject
      to the approval of the Plan Administrator. Before approving the receipt of
      a Rollover Contribution, the Plan Administrator may request any documents
      or other information from an Employee or opinions of counsel which the
      Plan Administrator deems necessary to establish that such amount is a
      Rollover Contribution.

      A Participant's Account shall be maintained on behalf of each Employee
      from whom Rollover Contributions are received, regardless of such
      Employee's eligibility to participate in the Plan in accordance with the
      requirements of Article HI, and Rollover Contributions may be invested in
      any manner authorized under the provisions of this Plan.

      Rollover Contributions received from an Employee who is not otherwise
      eligible to participate in the Plan may not be withdrawn in accordance
      with the provisions of Article X until such Employee becomes a
      Participant, except that such Employee may receive a distribution of his
      Participant's Account if his Termination of Employment occurs.

      Rollover Contributions shall be credited to the Participant's Account and
      may be invested in any manner authorized under the provisions of this
      Plan.

4.10  TRANSFERS. Without regard to the Limitations on Allocations imposed under
      Article V, the Trustee may receive, directly from another qualified
      pension or profit-sharing plan meeting the requirements of Internal
      Revenue Code section 401(a), all or part of the entire amount
      distributable on behalf of a Participant from such plan. Likewise, the
      Trustee may receive Transfers representing the assets of any predecessor
      plan.

      Transfers may be invested in any manner authorized under the provisions of
      this Plan.

4.11  SUSPENSION OF ELECTIVE DEFERRAL CONTRIBUTIONS.  The following provisions
      shall apply with respect to suspension of Elective Deferral Contributions.

      (A)   Elective Suspension. An Active Participant may elect to suspend his
            Salary Deferral Agreement for Elective Deferral Contributions by
            filing a written notice thereof with the Administrator at any time.
            The Salary Deferral Agreement shall be suspended on the date
            specified in such notice, which date must be at least 15 days after
            such notice is filed. The notice shall specify the period for which
            such suspension shall be effective. Such period may extend
            indefinitely.

      (B)   Suspension for Leave. A Participant who is absent from employment on
            account of an authorized leave of absence or military leave shall
            have his Salary Deferral Agreement suspended during such leave. Such
            suspension of contributions shall be effective on the date payment
            of Compensation by the Employer to him ceases, and shall remain in
            effect until payment of Compensation is resumed.

      (C)   Withdrawal Suspension. An Active Participant who elects a withdrawal
            in accordance with Article X may have his Salary Deferral Agreement
            suspended on the date such election becomes effective. Such
            suspension shall remain in effect for the number of months specified
            therein.

      (D)   Non-Elective Suspension. An Active Participant who ceases to meet
            the eligibility requirements as specified in Section 3.1 but who
            remains in the employ of the Employer, shall have his Salary
            Deferral Agreement suspended, effective as of the date he ceases to
            meet the eligibility

                                      23
<PAGE>
 
            requirements. Such suspension shall remain in effect until he again
            meets such eligibility requirements.

      The Participant may elect to reactivate his Salary Deferral Agreement for
      Elective Deferral Contributions by filing a written notice thereof with
      the Plan Administrator. The Salary Deferral Agreement shall be reactivated
      on the January I or July I following the expiration of the suspension
      period described above.

4.12  LIMITATION OF ELECTIVE DEFERRAL CONTRIBUTIONS. If the Employer determines
      prior to the end of the Plan Year that the Plan may not satisfy the Actual
      Deferral Percentage Test for the Plan Year, the Employer may require that
      the amount of Elective Deferral Contributions being allocated to the
      accounts of Highly Compensated Employees be reduced to the extent
      necessary to prevent Excess Contributions from being made to the Plan.

      Although the Employer may reduce the amount of Elective Deferral
      Contributions that may be allocated to the Participant's Account of Highly
      Compensated Employees, the affected Employees shall continue to
      participate in the Plan. When the situation that resulted in the reduction
      of Elective Deferral Contributions ceases to exist, the Employer shall
      reinstate the amount of Elective Deferral Contributions elected by the
      Participant in the Salary Deferral Agreement to the fullest extent
      possible for all affected Participants in a nondiscriminatory manner.

4.13  LIMITATION OF MATCHING CONTRIBUTIONS. If the Employer determines prior to
      the end of the Plan Year that the Plan may not satisfy the Actual
      Contribution Percentage Test for the Plan Year, the Employer may require
      that the amount of Matching Contributions being allocated to the Accounts
      of Highly Compensated Employees be reduced to the extent necessary to
      prevent Excess Aggregate Contributions from being made to the Plan.

4.14  CORRECTIVE DISTRIBUTION OF EXCESS CONTRIBUTIONS.

      (A)   The Employer may distribute Excess Contributions (and income
            allocable thereto) to the appropriate Highly Compensated Employee
            after the close of the Plan Year in which the Excess Contribution
            arose and within 12 months after the close of that Plan Year.

      (B)   The income allocable to Excess Contributions is equal to the sum of
            the allocable gain or loss for the Plan Year and shall be determined
            as follows:

            (1)  The income allocable to Excess Contributions is determined by
                 multiplying the income for the Plan Year allocable to Deferral
                 Percentage Amounts by a fraction. The numerator of the fraction
                 is the Excess Contributions attributable to the Employee for
                 the Plan Year. The denominator of the fraction is equal to the
                 sum of (A) the total account balance of the Employee
                 attributable to Deferral Percentage Amounts as of the beginning
                 of the Plan Year, plus (B) the Employee's Deferral Percentage
                 Amounts for the Plan Year.

            (2)  The allocable gain or loss for the period between the end of
                 the Plan Year and the date of distribution shall not be taken
                 into consideration when determining the income allocable to
                 Excess Contributions.

      (C)   The amount of Excess Contributions to be distributed with respect to
            an Employee for a Plan Year shall be reduced by Excess Deferrals
            previously distributed to the Employee for the Employee's taxable
            year ending with or within the Plan Year.

      (D)   The distribution of Excess Contributions made to the Family Members
            of a family group that was combined for purposes of determining a
            Highly Compensated Employee's Actual Deferral Ratio

                                      24
<PAGE>
 
            shall be allocated among the Family Members in proportion to the
            Elective Deferral Contribution (including any amounts required to be
            taken into account under subparagraphs (B)(1) and (B)(2) of Section
            1.8 of the Plan) of each Family Member that is combined to determine
            the Actual Deferral Ratio.

      (E)   A corrective distribution of Excess Contributions (and income) shall
            be made without regard to any Participant or spousal consent or any
            notice otherwise required under sections 411(a)(1 1) and 417 of the
            Code.

      (F)   Any Matching Contributions or Qualified Matching Contributions that
            relate to the Excess Contribution being distributed shall be
            forfeited. The Matching Contribution so forfeited shall be in
            proportion to the applicable Employee's vested and nonvested
            interest in Matching Contributions under the Plan for the Plan Year
            in which the Excess Contribution arose. Forfeitures of Matching
            Contributions or Qualified Matching Contributions that relate to
            Excess Contributions shall be applied to reduce Employer
            contributions or pay Plan expenses.

      (G)   In no case may the amount of Excess Contributions to be distributed
            for a Plan Year with respect to any Highly Compensated Employee
            exceed the amount of Elective Deferral Contributions made on behalf
            of the Highly Compensated Employee for the Plan Year.

      (H)   In the event of a complete termination of the Plan during the Plan
            Year in which an Excess Contribution arose, the corrective
            distribution must be made as soon as administratively feasible after
            the date of the termination of the Plan, but in no event later than
            12 months after the date of termination.

      (I)   Any distribution of less than the entire amount of Excess
            Contributions with respect to any Highly Compensated Employee shall
            be treated as a pro-rata distribution of Excess Contributions and
            allocable income or loss.

4.15  CORRECTION OF EXCESS AGGREGATE CONTRIBUTIONS.

      (A)   Excess Aggregate Contributions may be corrected using one of the
            methods described in subparagraphs (1) and (2) below. The Employer
            shall elect the method of correction to be used and shall apply such
            method to the correction of the Excess Annual Contribution for the
            Plan Year.

            (1)  Method 1:

                 (a) The Excess Aggregate Contribution (and income) shall be
                     forfeited, if forfeitable, or distributed on a pro-rata
                     basis from the Employee's Account attributable to
                     Contribution Percentage Amounts. The distribution or
                     forfeiture shall be made after the close of the Plan Year
                     in which the Excess Aggregate Contribution arose and within
                     12 months after the close of that Plan Year. Whether an
                     amount is distributed or forfeited under this subparagraph
                     (a) shall be determined based on the rules set forth in
                     paragraph (B) of this section.

            (2)  Method 2:

                 (a) Any Matching Contributions (and Qualified Matching
                     Contributions, to the extent not taken into account for
                     purposes of the Actual Deferral Percentage Test), and
                     income allocable thereto, shall be forfeited, if
                     forfeitable, or distributed to the appropriate Highly
                     Compensated Employee. The distribution or forfeiture shall
                     be made after the close of

                                      25
<PAGE>
 
                     the Plan Year in which the Excess Aggregate Contribution
                     arose and within 12 months after the close of that Plan
                     Year. Whether an amount is forfeited or distributed shall
                     be determined under the rules set forth in paragraph (B) of
                     this section.

      (B)   Determination of Distributable and Forfeitable Amounts. For purposes
            of paragraph (A) of this section:

            (1)  An Excess Aggregate Contribution attributable to vested
                 Matching Contributions, Qualified Matching Contributions (and,
                 if applicable, Qualified Nonelective Contributions and Elective
                 Deferral Contributions) shall be distributed to the appropriate
                 Highly Compensated Employee in accordance with the terms of
                 this section.

            (2)  An Excess Aggregate Contribution attributable to an Employee's
                 nonvested Matching Contributions shall be forfeited in
                 accordance with the terms of this section.

            (3)  A Highly Compensated Employee's vested and nonvested interest
                 in Matching Contributions (and income allocable thereto)
                 attributable to Excess Aggregate Contributions shall be based
                 on the proportion that represents the Employee's Vested
                 Interest in Matching Contributions under the Plan for the Plan
                 Year in which the Excess Aggregate Contribution arose.

      (C)   Forfeited Excess Aggregate Contributions. In accordance with
            paragraph (B) of this section, the amount that represents the
            Employee's nonvested interest in Matching Contributions (and
            income), and is attributable to Excess Aggregate Contributions,
            shall be forfeited and, as such, shall be applied to reduce Employer
            contributions or pay expenses.

      (D)   Income Allocable to Excess Aggregate Contributions. For purposes of
            this section, the income allocable to Excess Aggregate Contributions
            is equal to the sum of the allocable gain or loss for the Plan Year,
            and shall be determined as follows:

            (1)  The income allocable to Excess Aggregate Contributions is
                 determined by multiplying the income for the Plan Year
                 allocable to Contribution Percentage Amounts by a fraction. The
                 numerator of the fraction is the Excess Aggregate Contributions
                 for the Employee for the Plan Year. The denominator of the
                 fraction is equal to the sum of (A) the total account balance
                 of the Employee attributable to Contribution Percentage Amounts
                 as of the beginning of the Plan Year, plus (ii) the
                 Contribution Percentage Amounts for the Plan Year.

            (2)  The allocable gain or loss for the period between the end of
                 the Plan Year and the date of correction shall not be taken
                 into consideration when determining the income allocable to
                 Excess Aggregate Contributions.

      (E)   The distribution of Excess Aggregate Contributions (and income) made
            to Family Members of a family group that was combined for purposes
            of determining a Highly Compensated Employee's Actual Contribution
            Ratio shall be allocated among Family Members in proportion to the
            Contribution Percentage Amounts (including any amounts required to
            be taken into account under subparagraphs (B) (1) and (B) (2) of
            Section 1.5 of the Plan) of each Family Member that are combined to
            determine the Actual Contribution Ratio.

      (F)   In the event of a complete termination of the Plan during the Plan
            Year in which an Excess Aggregate Contribution arose, the corrective
            distribution or forfeiture shall be made as soon as administratively
            feasible after the date of termination of the Plan, but in no event
            later than 12 months after the date of termination.

                                      26
<PAGE>
 
      (G)   If the entire account balance of a Highly Compensated Employee is
            distributed during the Plan Year in which the Excess Aggregate
            Contribution arose, the distribution shall be deemed to have been a
            corrective distribution of Excess Aggregate Contributions (and
            income) to the extent that a corrective distribution would otherwise
            have been required.

      (H)   Any distribution of less than the entire amount of Excess Aggregate
            Contributions (and income) shall be treated as a pro-rata
            distribution of Excess Aggregate Contributions and allocable income
            or loss.

      (I)   In no case may the amount of Excess Aggregate Contributions
            distributed to a Highly Compensated Employee exceed the amount of
            Matching Contributions made on behalf of the Highly Compensated
            Employee for the Plan Year.

      (J)   A distribution of Excess Aggregate Contributions (and income) shall
            be made under this section without regard to any notice or consent
            otherwise required under sections 41 1 (a)(1 1) and 417 of the Code.

4.16  CORRECTIVE DISTRIBUTION OF EXCESS DEFERRALS. Notwithstanding any other
      provision of the Plan, Excess Deferrals, plus any income and minus any
      loss allocable thereto, may be distributed to any Participant to whose
      account Excess Deferrals were allocated for the individual's taxable year.
      Such a corrective distribution shall be made in accordance with this
      section.

      (A)   Correction of Excess Deferrals After Taxable Year.

            (1)  Not later than the March 15 following the close of a
                 Participant's taxable year, the Participant may notify the Plan
                 of the amount of Excess Deferrals received by the Plan during
                 that taxable year. The notification shall be in writing, shall
                 specify the Participant's Excess Deferrals, and shall be
                 accompanied by the Participant's written statement that if such
                 amounts are not distributed, these amounts, when added to all
                 other Elective Deferral Contributions made on behalf of the
                 Participant during the taxable year, shall exceed the dollar
                 limitation specified in section 402(g) of the Code.

            (2)  The Participant is deemed to have notified the Plan of Excess
                 Deferrals if, not later than the March 1 following the close of
                 a Participant's taxable year, the Employer notifies the Plan on
                 behalf of the Participant of the Excess Deferrals. Such Excess
                 Deferrals shall be calculated by taking into account only
                 Elective Deferral Contributions under the Plan and any other
                 plans of the Employer.

            (3)  Not later than the April 15 following the close of the taxable
                 year, the Plan shall distribute to the Participant the amount
                 of Excess Deferrals designated under subparagraphs (1) or (2)
                 above.

      (B)   Correction of Excess Deferrals During the Taxable Year. A
            Participant who has an Excess Deferral during a taxable year may
            receive a corrective distribution during the same year. Such a
            corrective distribution shall be made if:

            (1)  The Participant designates the distribution as an Excess
                 Deferral. The designation shall be made in the same manner as
                 the notification described in subparagraph (A)(1) of this
                 section. The Participant will be deemed to have designated the
                 distribution as an Excess Deferral if the Employer makes the
                 designation on behalf of the Participant to the extent that the
                 Participant has Excess Deferrals for the taxable year
                 calculated by taking into account only Elective Deferral
                 Contributions to the Plan and other plans of the Employer.

                                      27
<PAGE>
 
            (2)  The corrective distribution is made after the date on which the
                 Plan received the Excess Deferral.

            (3)  The Plan designates the distribution as a distribution of
                 Excess Deferrals.

      (C)   If the Participant provides the Employer with satisfactory evidence
            and written notice to demonstrate that all Elective Deferral
            Contributions by the participant in this Plan and any other
            qualified plan exceed the applicable limit under section 402(g) of
            the Code for such individual's taxable year, then the Plan
            Administrator may (but is not required to) distribute sufficient
            Elective Deferral Contributions (not to exceed the amount of
            Elective Deferral Contributions actually contributed on behalf of
            the Participant to this Plan during the Participant's taxable year)
            from this Plan to allow the Participant to comply with the
            applicable limit. The evidence provided by the Participant must
            establish clearly the amount of Excess Deferrals. The Participant
            must present this evidence to the Plan Administrator by the March I
            following the end of the calendar year in which the Excess Deferrals
            occurred.

      (D)   Income Allocable to Excess Deferrals. The income allocable to Excess
            Deferrals is equal to the sum of allocable gain or loss for the
            taxable year of the individual and shall be determined as follows:

            (1)  The gain or loss allocable to Excess Deferrals is determined by
                 multiplying the income for the taxable year allocable to
                 Elective Deferral Contributions by a fraction. The numerator of
                 the fraction is the Excess Deferrals by the Employee for the
                 taxable year. The denominator of the fraction is equal to the
                 sum of:

                 (a)  The total account balance of the Employee attributable to
                      Elective Deferral Contributions as of the beginning of the
                      Plan Year, plus

                 (b)  The Employee's Elective Deferral Contributions for the
                      taxable year.

            (2)  The income allocable to Excess Deferrals shall not include the
                 allocable gain or loss for the period between the end of the
                 taxable year and the date of distribution.

      (E)   No Employee or Spousal Consent Required. A corrective distribution
            of Excess Deferrals (and income) shall be made without regard to any
            notice or consent otherwise required under sections 411(a)(11) and
            417 of the Code.

      (F)   Any Matching Contributions or Qualified Matching Contributions that
            relate to the Excess Deferral being distributed shall be forfeited.
            The Matching Contribution so forfeited shall be in proportion to the
            applicable Employee's vested and nonvested interest in Matching
            Contributions under the Plan for the Plan Year in which the Excess
            Deferral arose. Forfeitures of Matching Contributions or Qualified
            Matching Contributions that relate to Excess Deferrals shall be
            applied to reduce Employer contributions or pay Plan expenses.

4.17  QUALIFIED CONTRIBUTIONS. In lieu of distributing Excess Contributions as
      provided in Section 4.14 of the Plan, or Excess Aggregate Contributions as
      provided in Section 4.15 of the Plan, the Employer may take the actions
      specified below in order to satisfy the Actual Deferral Percentage Test or
      the Actual Contribution Percentage Test, or both, pursuant to the
      regulations under the Code.

      (A)   At the election of the Employer, Qualified Nonelective Contributions
            or Qualified Matching Contributions, or both, may be taken into
            account as Elective Deferral Contributions for purposes of
            calculating the Actual Deferral Ratio of a Participant.

                                      28
<PAGE>
 
            The amount of Qualified Nonelective Contributions or Qualified
            Matching Contributions made under the terms of this Plan and taken
            into account as Elective Deferral Contributions for purposes of
            calculating the Actual Deferral Ratio, subject to such other
            requirements as may be prescribed by the Secretary of the Treasury,
            shall be such Qualified Nonelective Contributions or Qualified
            Matching Contributions, or both, that are needed to meet the Actual
            Deferral Percentage Test.

      (B)   At the election of the Employer, Qualified Nonelective Contributions
            or Elective Deferral Contributions, or both, may be taken into
            account as Matching Contributions for purposes of calculation- the
            Actual Contribution Ratio of a Participant.

            The amount of Qualified Nonelective Contributions or Elective
            Deferral Contributions made under the terms of this Plan and taken
            into account for purposes of calculating the Actual Contribution
            Ratio, subject to such other requirements as may be prescribed by
            the Secretary of the Treasury, shall be such Qualified Nonelective
            Contributions or Elective Deferral Contributions, or both, that are
            needed to meet the Actual Contribution Percentage Test.

      (C)   Any Qualified Nonelective Contribution, Qualified Matching
            Contribution, and Elective Deferral Contribution taken into account
            under paragraphs (A) or (B) must be allocated to the Employee's
            Account as of a date within the Plan Year in which the Excess
            Contribution or Excess Aggregate Contribution arose and must be paid
            to the Plan no later than the 12-month period immediately following
            the Plan Year to which the contribution relates.

4.18  MULTIPLE USE OF ALTERNATIVE LIMITATION.

      (A)   Multiple use of the alternative limitation occurs if all of the
            conditions of this paragraph (A) are satisfied:

            (1)  One or more Highly Compensated Employee of the Employer are
                 eligible employees in both a cash or deferred arrangement
                 subject to section 401(k) and a plan maintained by the Employer
                 subject to section 401(m).

            (2)  The sum of the Actual Deferral Percentage of the entire group
                 of eligible Highly Compensated Employees under the arrangement
                 subject to section 401(k) and the Actual Contribution
                 Percentage of the entire group of eligible Highly Compensated
                 Employees under the Plan subject to section 401(m) exceeds the
                 aggregate limit of paragraph (C) of this section.

            (3)  Actual Deferral Percentage of the entire group of eligible
                 Highly Compensated Employees under the arrangement subject to
                 section 401(k) exceeds the amount described in section
                 401(k)(3)(A)(ii)(1).

            (4)  The Actual Contribution Percentage of the entire group of
                 eligible Highly Compensated Employees under the arrangement
                 subject to section 401 (m) exceeds the amount described in
                 section 401(m)(2)(A)(i).

      (B)   For purposes of this section, the aggregate limit is the greater of:

            (1)  The sum of-

                 (a)  1.25 times the greater of the relevant Actual Deferral
                      Percentage or the relevant Actual Contribution Percentage,
                      and

                                      29
<PAGE>
 
                 (b)  Two percentage points plus the lesser of the relevant
                      Actual Deferral Percentage or the relevant Actual
                      Contribution Percentage. In no event however, may this
                      amount exceed twice the lesser of the relevant Actual
                      Deferral Percentage or the Actual Contribution Percentage;
                      or

            (2)  The sum of-

                 (a)  1.25 times the lesser of the relevant Actual Deferral
                      Percentage or the relevant Actual Contribution Percentage,
                      and

                 (b)  Two percentage points plus the greater of the relevant
                      Actual Deferral Percentage or the relevant Actual
                      Contribution Percentage. In no event, however, may this
                      amount exceed twice the greater of the relevant Actual
                      Deferral Percentage or the relevant Actual Contribution
                      Percentage.

      (C)   For purposes of paragraph (B) of this section, the term "relevant
            Actual Deferral Percentage" means the Actual Deferral Percentage of
            the group of Nonhighly Compensated Employees under the arrangement
            subject to section 401(k) for the Plan Year, and the term "relevant
            Actual Contribution Percentage" means the Actual Contribution
            Percentage of the group of Nonhighly Compensated Employees eligible
            under the Plan subject to section 401(m) for the Plan Year beginning
            with or within the Plan Year of the arrangement subject to section
            401(k).

      (D)   The Actual Deferral Percentage and Actual Contribution Percentage of
            the group of eligible Highly Compensated Employees are determined
            after use of Qualified Nonelective Contributions and Qualified
            Matching Contributions to meet the requirements of the Actual
            Deferral Percentage Test and after use of Qualified Nonelective
            Contributions and Elective Deferral Contributions to meet the
            requirements of the Actual Contribution Percentage Test. The Actual
            Deferral Percentage and Actual Contribution Percentage of the group
            of Highly Compensated Employees are determined after any corrective
            distribution or forfeiture of Excess Deferrals, Excess
            Contributions, or Excess Aggregate Contributions and after
            recharacterization of Excess Contributions required without regard
            to this section. Only plans and arrangements maintained by the
            Employer are taken into account under paragraph (B). If the Employer
            maintains two or more cash or deferred arrangements subject to
            section 401(k) that must be mandatorily disaggregated pursuant to
            section 40 1 (k)- I (g)(I 1)(iii) multiple use is tested separately
            with respect to each plan.

      (E)   If multiple use of the alternative limit occurs with respect to two
            or more plans or arrangements maintained by the Employer, it shall
            be connected by reducing the Actual Contribution Percentage of
            Highly Compensated Employees in the manner described in paragraph
            (F) of this section. Instead of making this reduction, the Employer
            may eliminate the multiple use of the alternative limitation by
            making Qualified Nonelective Contributions to the Plan.

      (F)   The amount of the reduction by which each Highly Compensated
            Employee's Actual Contribution Ratio is reduced shall be treated as
            an Excess Aggregate Contribution. The Actual Contribution Percentage
            of all Highly Compensated Employees under the plan subject to
            reduction shall be reduced so that there is no multiple use of the
            alternative limitation.

                                   ARTICLE V
                           LIMITATIONS ON ALLOCATIONS

5.1   LIMITATIONS ON ALLOCATIONS. Definitions - The following definitions are
      atypical terms which refer only to terms used in the Limitations on
      Allocations Sections of this Article V.

                                      30
<PAGE>
 
     (A) Annual Additions. The term Annual Additions shall mean the sum of the
         following amounts allocated on behalf of a Participant for a Limitation
         Year:

         (1)  all contributions made by the Employer which shall include:

              .  Elective Deferral Contributions, if any;

              .  Matching Contributions, if any;

              .  Qualified Matching Contributions, if any;

              .  Nonelective Contributions, if any;

              .  Qualified Nonelective Contributions, if any;

         (2)  all contributions made by the Employer which shall include: all
              Forfeitures, if any;

         (3)  all Employee Contributions, if any.

         For the purposes of this Article, Excess Amounts reapplied under
         Section 5.2 (D) shall also be included as Annual Additions. Also, for
         the purposes of this Article, Employee Contributions are determined
         without regard to deductible employee contributions within the meaning
         of section 72(o)(5) of the Code.

         Amounts allocated after March 31, 1984, to an individual medical
         account, as defined in Internal Revenue Code section 415(l)(1), which
         is part of a defined benefit plan maintained by the Employer, are
         treated as Annual Additions to a defined contribution plan. Also,
         amounts derived from contributions paid or accrued attributable to 
         post-retirement medical benefits allocated to the separate account of a
         key employee, as defined in Internal Revenue Code section 419A(d)(3),
         under a welfare benefit fund, as defined in Internal Revenue Code
         section 419(e), maintained by the Employer, are treated as Annual
         Additions to a defined contribution plan.

         Contributions do not fail to be Annual Additions merely because they
         are Excess Deferrals, Excess Contributions or Excess Aggregate
         Contributions or merely because Excess Contributions or Excess
         Aggregate Contributions are corrected through distribution or
         recharacterization-Excess Deferrals that are distributed in accordance
         with Section 4.16 of the Plan are not Annual Additions.

         Forfeited Matching Contributions that are forfeited because the
         contributions to which they relate are treated as Excess Aggregate
         Contributions, Excess Contributions, or Excess Deferrals and that are
         reallocated to the Participant Accounts of other Participants for the
         Plan Year in which the forfeiture occurs, are treated as Annual
         Additions for the Participants to whose accounts they are reallocated
         and for the Participants from whose accounts they are forfeited.

     (B) Compensation. The term Compensation means wages, salaries, and fees for
         professional services and other amounts received (without regard to
         whether or not an amount is paid in cash) for personal services
         actually rendered in the course of employment with the Employer
         maintaining the Plan to the extent that the amounts are includible in
         gross income (including, but not limited to, commissions paid salesmen,
         compensation for services on the basis of a percentage of profits,
         commissions on insurance premiums, tips, bonuses, fringe benefits, and
         reimbursements, or other expense allowances under a nonaccountable plan
         (as described in 1.62-2(c)), and foreign earned

                                       31
<PAGE>
 
         income (as defined in section 911(b) of the Code) whether or not
         excludable from gross income under section 911 of the Code. The term
         Compensation does not include:

         (1)  Employer Contributions to a plan of deferred compensation which
              are not includible in the employee's gross income for the taxable
              year in which contributed, or Employer Contributions under a
              simplified employee pension plan to the extent such contributions
              are deductible by the employee, or any distributions from a plan
              of deferred compensation;

         (2)  Amounts realized from the exercise of a non-qualified stock
              option, or when restricted stock (or property) held by the
              Employee either becomes freely transferable or is no longer
              subject to substantial risk of forfeiture;

         (3)  Amounts realized from the sale, exchange, or other disposition of
              stock acquired under a qualified stock option; and

         (4)  Other amounts which received special tax benefits, or
              contributions made by the Employer (whether or not under a salary
              reduction agreement) towards the purchase of an annuity contract
              described in section 403(b) of the Code (whether or not the
              contributions are actually excludable from the gross income of the
              Employee).

         For Limitation Years beginning after December 31, 1991, for purposes of
         applying the limitations of this article, Compensation for a Limitation
         Year is the Compensation actually paid or made available during such
         Limitation Year.

     (C) Defined Contribution Dollar Limitation. The term Defined Contribution
         Dollar Limitation shall mean $30,000 or, if greater, one-fourth of the
         defined benefit dollar limitation set forth in Internal Revenue Code
         section 415(b)(1) as in effect for the Limitation Year.

     (D) Employer. The term Employer shall mean the Employer that adopts this
         Plan. In the case of a group of employers which constitutes a
         controlled group of corporations (as defined in Internal Revenue Code
         section 414(b) as modified by section 415(h)), or which constitutes
         trades or business (whether or not incorporated) which are under common
         control (as defined in section 414(c) as modified by section 415(h)),
         or affiliated service groups (as defined in section 414(m)) of which
         the adopting Employer is a part, all such employers shall be considered
         a single Employer for purposes of applying the limitations of this
         Article.

     (E) Excess Amount. The term Excess Amount shall mean the excess of the
         Participant's Annual Additions for the Limitation Year over the Maximum
         Permissible Amount.

     (F) Limitation Year. The term Limitation Year shall mean the calendar year.

     (G) Maximum Permissible Amount. The term Maximum Permissible Amount shall
         mean the lesser of (1) the Defined Contribution Dollar Limitation, or
         (2) 25% of the Participant's Compensation for the Limitation Year.

         If a short Limitation Year is created because of an amendment changing
         the Limitation Year to a different period of 12 consecutive months, the
         Maximum Permissible Amount for the short Limitation Year will be the
         lesser of (1) the Defined Contribution Dollar Limitation multiplied by
         a fraction, the numerator of which is the number of months in the short
         Limitation Year, and the denominator of which is 12, or (2) 25% of the
         Participant's Compensation for the short Limitation Year.

                                       32
<PAGE>
 
5.2  LIMITATIONS ON ALLOCATIONS.  If the Employer does not maintain any
     qualified plan in addition to this Plan:

     (A) The amount of Annual Additions which may be allocated under this Plan
         on a Participant's behalf for a Limitation Year shall not exceed the
         lesser of the Maximum Permissible Amount or any other limitation
         contained in this Plan.

     (B) Prior to the determination of the Participant's actual Compensation for
         a Limitation Year, the Maximum Permissible Amount may be determined on
         the basis of the Participant's estimated annual Compensation. Such
         Compensation shall be determined on a reasonable basis and shall be
         uniformly determined for all Participants similarly situated. Any
         employer contributions based on estimated annual Compensation shall be
         reduced by any Excess Amounts carried over from prior years.

     (C) As soon as is administratively feasible after the end of the Limitation
         Year, the Maximum Permissible Amount for such Limitation Year shall be
         determined on the basis of the Participant's actual Compensation for
         such Limitation Year. In the event a Participant separates from the
         Service of the Employer prior to the end of the Limitation Year, the
         Maximum Permissible Amount for such Participant shall be determined
         prior to any distribution of his Participant's Account on the basis of
         his actual Compensation. Any Excess Amounts shall be disposed of in
         accordance with Section 5.2(D).

     (D) If there is an Excess Amount with respect to a Participant for a
         Limitation Year as a result of a reasonable error in estimating the
         Participant's annual compensation, an allocation of forfeitures, a
         reasonable error in determining the amount of elective deferrals
         (within the meaning of section 402(g)(3) of the Code) that may be made
         with respect to any individual under the limits of section 415 of the
         Code, or under other limited facts and circumstances which the
         commissioner finds justified, such Excess Amount shall be disposed of
         as follows:

         (1)  If an Excess Amount exists, the Excess Amount in the Participant's
              Account (excluding Elective Deferral Contributions) shall be held
              unallocated in a suspense account for the Limitation Year and
              allocated and reallocated in the next Limitation Year to all
              Participants in the Plan. The excess amount must be used to reduce
              Employer Contributions for the next Limitation Year (and
              succeeding Limitation Years, as necessary) for all of the
              Participants in the Plan. For purposes of this subparagraph, the
              Excess Amount may not be distributed to Participants or former
              Participants.

         (2)  If, after the application of subparagraph (1) an Excess Amount
              still exists, then the Participant's Elective Deferral
              Contributions (including earnings and losses thereon) allocated
              for the Limitation Year shall be returned to the Participant to
              the extent that an Excess Amount exists. This distribution shall
              be made as soon as administratively feasible after the Excess
              Amount is determined. Any Elective Deferral Contributions returned
              under this paragraph shall be disregarded for purposes of the
              Actual Deferral Percentage Test.

         (3)  Alternatively, the Plan Administrator may elect to dispose of the
              Excess Amount by applying the procedure in subparagraph (2) before
              applying the procedure in subparagraph (1). If the Plan
              Administrator makes this election, the Plan Administrator must
              apply it uniformly to all Participants in a Limitation Year.

         (4)  If a suspense account is in existence at any time during a
              Limitation Year pursuant to this section, it will not participate
              in the allocation of investment gains or losses. If a suspense
              account is in existence at any time during a particular Limitation
              Year, all amounts in the

                                       33
<PAGE>
 
              suspense account must be allocated and reallocated to
              Participants' Accounts before any Employer Contributions which
              would constitute Annual Additions may be made to the Plan for that
              Limitation Year.

5.3  LIMITATIONS ON ALLOCATIONS.  If the Employer maintains one or more defined
     contribution plans in addition to this Plan:

     (A) The amount of Annual Additions which may be allocated under this Plan
         on a Participant's behalf for a Limitation Year, shall not exceed the
         lesser of:

         (1)  The Maximum Permissible Amount, reduced by the sum of any Annual
              Additions allocated to the Participant's Account for the same
              Limitation Year under this Plan and such other defined
              contribution plan; or

         (2)  Any other limitation contained in this Plan.

         Prior to the determination of the Participant's actual Compensation for
         the Limitation Year, the amounts referred to in Subsection (1) above
         may be determined on the basis of the Participant's estimated annual
         Compensation for such Limitation Year. Such estimated annual
         Compensation shall be determined for all Participants similarly
         situated.

         Any contribution made by the Employer based on estimated annual
         Compensation shall be reduced by any Excess Amounts carried over from
         prior years, if applicable.

     (B) As soon as is administratively feasible after the end of the Limitation
         Year, the amounts referred to in Section 5.3 (A) shall be determined on
         the basis of the Participant's actual Compensation for such Limitation
         Year.

     (C) If amounts are contributed to a Participant's Account under this Plan
         on an allocation date which does not coincide with the allocation
         date(s) for all such other plans, and if a Participant's Annual
         Additions under this Plan and all such other plans result in an Excess
         Amount, such Excess Amount shall be deemed to have derived from those
         contributions last allocated.

     (D) If an Excess Amount was allocated to a Participant on an allocation
         date of this Plan which coincides with an allocation date of another
         plan, the Excess Amount attributable to this Plan will be the product
         of (1) and (2) below:

         (1)  The total Excess Amount allocated as of such date (including any
              amount which would have been allocated but for the limitations of
              Internal Revenue Code section 415).

         (2)  The ratio of (1) the amount allocated to the Participant as of
              such date under this Plan, divided by (2) the total amount
              allocated as of such date under all qualified defined contribution
              plans (determined without regard to the limitations of Internal
              Revenue Code section 415).

     (E) Any Excess Amounts attributed to this Plan shall be disposed of as
         provided in Section 5.2 (D).

5.4  LIMITATIONS ON ALLOCATIONS.  If the Employer maintains a defined benefit
     plan in addition to this Plan:

     (A) If an individual is a Participant at any time in both this Plan and a
         defined benefit plan maintained by the Employer, the sum of the Defined
         Benefit Plan Fraction and the Defined Contribution Plan

                                       34
<PAGE>
 
         Fraction for any year may not exceed 1.0. In the event that the sum of
         the Defined Contribution Plan Fraction and the Defined Benefit Plan
         Fraction exceeds 1.0, the Defined Contribution Plan Fraction will be
         reduced until the sum of the Defined Contribution Plan Fraction and the
         Defined Benefit Plan Fraction does not exceed 1.0.

         If an individual was a Participant in this Plan or in any other defined
         contribution plan maintained by the Employer which was in existence on
         July 1, 1982, the numerator of the Defined Contribution Plan Fraction
         will be adjusted if the sum of the Defined Contribution Plan Fraction
         and the Defined Benefit Plan Fraction would otherwise exceed 1.0 under
         the terms of this Plan. Under the adjustment, an amount equal to the
         product of (1) the excess of the sum of the Fractions over 1.0 times
         (2) the denominator of the Defined Contribution Plan Fraction, will be
         permanently subtracted from the numerator of the Defined Contribution
         Plan Fraction. The adjustment is calculated using the Fractions as they
         would be computed as of the later of the end of the last Limitation
         Year beginning before January 1, 1983, or June 30, 1983. This
         adjustment also will be made if at the end of the last Limitation Year
         beginning before January 1, 1984, the sum of the Fractions exceeds 1.0
         because of accruals or additions that were made before the limitations
         of this Article became effective to any plans of the Employer in
         existence on July 1, 1982.

         In addition, if an individual was a Participant in this Plan or in any
         other defined contribution plan maintained by the Employer which was in
         existence on May 6, 1986, the numerator of the Defined Contribution
         Plan Fraction will be adjusted if the Employer's defined benefit plan
         was also in existence on May 6, 1986, and the sum of the Defined
         Contribution Plan Fraction and the Defined Benefit Plan Fraction would
         otherwise exceed 1.0 under the terms of this Plan. Under the
         adjustment, an amount equal to the product of (1) the excess of the sum
         of the Fractions over 1.0 times (2) the denominator of the Defined
         Contribution Plan Fraction, will be permanently subtracted from the
         numerator of the Defined Contribution Plan Fraction. This adjustment is
         calculated using the Fractions as they would be computed as of the end
         of the last Limitation Year beginning before January 1, 1987. In the
         event that a Participant's accrued benefit as of December 31, 1986,
         under the defined benefit plan exceeds the defined benefit dollar
         limitation set forth in Internal Revenue Code section 415(b)(1), the
         amount of that accrued benefit shall be used in both the numerator and
         the denominator of the Defined Benefit Plan Fraction in making this
         adjustment. For purposes of this Section 5.4, all defined benefit plans
         of the Employer, whether or not terminated, will be treated as one
         defined benefit plan and all defined contribution plans of the
         Employer, whether or not terminated, will be treated as one defined
         contribution plan.

     (B) The Defined Benefit Plan Fraction for any year is a fraction, the
         numerator of which is the Participant's Projected Annual Benefit under
         the defined benefit plan (determined as of the close of the Limitation
         Year), and the denominator of which is the lesser of (1) or (2) below:

         (1)  1.25 times the dollar limitation in effect under Internal Revenue
              Code section 415(b)(1)(A) on the last day of the Limitation Year,
              or

         (2)  1.4 times the amount which may be taken into account under
              Internal Revenue Code section 415(b)(1)(B) with respect to such
              Participant for the Limitation Year.

         Notwithstanding the above, if the Participant was a participant in one
         or more defined benefit plans maintained by the Employer which were in
         existence on July 1, 1982, the denominator of the Defined Benefit Plan
         Fraction will not be less than 125% of the sum of the annual benefits
         under such plans which the Participant had accrued as of the later of
         the end of the last Limitation Year beginning before January 1, 1983 or
         June 30, 1983. The preceding sentence applies only if the defined
         benefit plans individually and in the aggregate satisfied the
         requirements of Internal Revenue Code section 415 as in effect at the
         end of the 1982 Limitation Year.

                                       35
<PAGE>
 
     (C) A Participant's Projected Annual Benefit is equal to the annual benefit
         to which the Participant would be entitled under the terms of the
         defined benefit plan based upon the following assumptions:

         (1)  The Participant will continue employment until reaching Normal
              Retirement Age as determined under the terms of the plan (or
              current age, if that is later);

         (2)  The Participant's Compensation for the Limitation Year under
              consideration will remain the same until the date the Participant
              attains the age described in sub-division (1) of this
              subparagraph; and

         (3)  All other relevant factors used to determine benefits under the
              plan for the Limitation Year under consideration will remain
              constant for all future Limitation Years.

     (D) The Defined Contribution Plan Fraction for any Limitation Year is a
         fraction, the numerator of which is the sum of the Annual Additions to
         the Participant's Accounts in such Limitation Year and for all prior
         Limitation Years, and the denominator of which is the lesser of (1) or
         (2) below for such Limitation Year and for all prior Limitation Years
         of such Participant's employment (assuming for this purpose, that
         Internal Revenue Code section 415(c) had been in effect during such
         prior Limitation Years):

         (1)  1.25 times the dollar limitation in effect under Internal Revenue
              Code section 415(c)(1)(A) on the last day of the Limitation Year,
              or

         (2)  1.4 times the amount which may be taken into account under
              Internal Revenue Code section 415(c)(1)(B) with respect to such
              Participant for the Limitation Year.

         For the purposes of determining these Limitations on Allocations, any
         non-deductible employee contributions made under a defined benefit plan
         will be considered to be a separate defined contribution plan and will
         be considered to be part of the Annual Additions for the appropriate
         Limitation Year.

         Annual Additions for any Limitation Year beginning before January 1,
         1987, shall not be recomputed to treat all Employee Contributions as
         Annual Additions.

     (E) Notwithstanding the foregoing, at the election of the Plan
         Administrator, in computing the Defined Contribution Plan Fraction with
         respect to any Plan Year ending after December 31, 1982, the
         denominator shall be an amount equal to the product of:

         (1)  The denominator of the Defined Contribution Plan Fraction,
              computed in accordance with the rules in effect for the Plan Year,
              ending in 1982; and

         (2)  the transition fraction, which is a fraction

              (a)  the numerator of which is the lesser of:

                   (i)  $51,875, or

                   (ii) 1.4 times 25% of the Compensation of the Participant for
                        the Plan Year ending in 1981, and

              (b)  the denominator of which is the lesser of:

                                       36
<PAGE>
 
                   (i)  $41,500, or

                   (ii) 25% of the Compensation of the Participant for the Plan
                        Year ending in 1981.


                                   ARTICLE VI
                            DISTRIBUTION OF BENEFITS

6.1  DISTRIBUTIONS IN GENERAL. Each Participant may elect, with his Spouse's
     consent, if required, a distribution in the form of cash or a combination
     of cash and annuity, or, as to that portion of the Participant's Vested
     Interest attributable to Employer Stock, in the form of whole shares of
     Employer Stock. Fractional shares of Employer Stock shall be valued at Fair
     Market Value and distributed in cash. If the Participant elects a
     distribution in the form of cash or an annuity, or a combination of cash
     and an annuity, any portion of the Participant's Vested Interest
     attributable to Employer Stock shall be sold at Fair Market Value and the
     proceeds, net of any expenses attributable to such sale, shall be
     distributed to the Participant in the form elected. All distributions are
     subject to the provisions of Article VIII, Joint and Survivor Annuity
     Requirements.

6.2  TIMING OF DISTRIBUTIONS.  If the value of a Participant's Vested Interest
     exceeds (or at the time of any prior distribution exceeded) $3,500 and is
     immediately distributable (as defined in Section 8.5), the Participant and
     his Spouse, if required, must consent to the distribution before it is
     made.

     Instead of consenting to a distribution, the Participant may make a written
     election to defer the distribution for a specified period of time ending no
     later than the Participant's Normal Retirement Age. Such election to defer
     shall be revocable.

     If the Participant and Spouse, if applicable, do not consent to a
     distribution or if no election to defer is made within 90 days after
     receiving a written explanation of the optional forms of benefit available
     pursuant to Income Tax Regulation 1.41 1 (a)(1 1), all benefits shall be
     deferred to, and distribution shall be made as of the Participant's Normal
     Retirement Age. The distribution will be made in the form of a single sum
     cash payment (in the case of a Participant's meeting the requirements of
     Section 8.1 (A)) or in accordance with Section 8.2 (in the case of a
     Participant's not meeting the requirements of Section 8.1 (A)), unless the
     Participant elects another form of benefit within the 90-day period prior
     to the date the distribution is made.

     A Participant whose actual retirement date is on or after his Normal
     Retirement Age may not elect to defer distribution of his benefit beyond
     the date of his actual retirement.

     If the value of a Participant's Vested Interest is $3,500 or less at the
     time it becomes payable, the distribution shall be made in the form of a
     single sum cash payment and shall be made upon such Participant's
     Termination of Employment. Such a distribution may not be deferred.

     Unless the Participant elects otherwise, the payment of benefits under this
     Plan to the Participant shall begin not later than the 60th day after the
     close of the Plan Year in which the later of (A) or (B), below, occurs:

     (A) the date on which the Participant attains his Normal Retirement Age or
         age 62, if later; or

     (B) the date on which the Participant terminates his Service (including
         Termination of Employment, death or Disability) with the Employer.

     Notwithstanding the foregoing, the failure of a Participant and Spouse, if
     required, to consent to a distribution while a benefit is immediately
     distributable shall be deemed to be an election to defer commencement of
     payment of any benefit sufficient to satisfy the above paragraph.

                                       37
<PAGE>
 
6.3  DISTRIBUTION LIMITATION.  Elective Deferral Contributions, Qualified
     Nonelective Contributions and Qualified Matching Contributions, and income
     allocable to each, are not distributable to a Participant or a Beneficiary,
     in accordance with such Participant's or Beneficiary's election, earlier
     than upon the Participant's Termination of Employment, death, or
     disability.

     Such amounts may also be distributed upon:

     (A) Termination of the Plan without the establishment or maintenance of a
         successor plan.

         For purposes of this paragraph, a successor plan is any other defined
         contribution plan maintained by the same employer. However, if fewer
         than two percent of the Employees who are eligible under the Plan at
         the time of its termination are or were eligible under another defined
         contribution plan at any time during the 24 month period beginning 12
         months before the time of the termination, the other plan is not a
         successor plan. The term "defined contribution plan" means a plan that
         is a defined contribution plan as defined in section 414(i) of the
         Code, but does not include an employee stock ownership plan as defined
         in section 4975(e) or 409 of the Code or a simplified employee pension
         as defined in section 408(k) of the Code. A plan is a successor plan
         only if it exists at the time the Plan is terminated or within the
         period ending 12 months after distribution of all assets from the Plan.

         A distribution may be made under this paragraph only if it is a lump
         sum distribution. The term "lump sum distribution" has the same meaning
         provided in section 402(e)(4) of the Code, without regard to
         subparagraphs (A)(i) through (iv), (B), and (H) of that section.

     (B) The disposition by the Employer to an unrelated corporation of
         substantially all the assets (with the meaning of section 409(b)(2) of
         the Code) used in the trade or business of the Employer if the Employer
         continues to maintain this Plan after the disposition. However, a
         distribution may be made under this paragraph only to an Employee who
         continues employment with the corporation acquiring such assets.

         In addition, this requirement is satisfied only if the purchaser does
         not maintain the Plan after the disposition. A purchaser maintains the
         plan of the seller if it adopts the plan or otherwise becomes an
         employer whose employees accrue benefits under the Plan. A purchaser
         also maintains the Plan if the Plan is merged or consolidated with, or
         any assets or liabilities are transferred from the Plan to a plan
         maintained by the purchaser in a transaction subject to section
         414(l)(1) of the Code. A purchaser is not treated as maintaining the
         Plan merely because the Plan that it maintains accepts rollover
         contributions of amounts distributed by the Plan.

         For purposes of this paragraph, the sale of "substantially all" the
         assets used in a trade or business means the sale of at least 85
         percent of the assets.

         A distribution may be made under this paragraph only if it is a lump
         sum distribution. The term "lump sum distribution" has the same meaning
         provided in section 402(e)(4) of the Code, without regard to
         subparagraphs (A)(i) through (iv), (B), and (H) of that section.

     (C) The disposition by the Employer to an unrelated entity or individual of
         the Employer's interest in a subsidiary (with the meaning of section
         409(d)(3) of the Code) if the Employer continues to maintain this Plan.
         However, a distribution may be made under this paragraph only to an
         Employee who continues employment with such subsidiary.

         In addition, this requirement is satisfied only if the purchaser does
         not maintain the Plan after the disposition A purchaser maintains the
         plan of the seller if it adopts the plan or otherwise becomes

                                       38
<PAGE>
 
         an employer whose employees accrue benefits under the Plan. A purchaser
         also maintains the Plan if the Plan is merged or consolidated with, or
         any assets or liabilities are transferred from the Plan to a plan
         maintained by the purchaser in a transaction subject to section
         414(l)(1) of the Code. A purchaser is not treated as maintaining the
         Plan merely because the Plan that it maintains accepts rollover
         contributions of amounts distributed by the Plan.

         A distribution may be made under this paragraph only if it is a lump
         sum distribution. The term "lump sum distribution" has the same meaning
         provided in section 402(e)(4) of the Code, without regard to
         subparagraphs (A)(i) through (iv), (B), and (H) of that section.

     (D) In the case of Elective Deferral Contributions only, the attainment of
         age 59-1/2, as described in Section 10.1 of the Plan.

     (E) In the case of Elective Deferral Contributions only, the hardship of
         the Participant, as described in Section 10.2 of the Plan.

6.4  COMMENCEMENT OF DISTRIBUTIONS.  Notwithstanding the provisions of the
     preceding Timing of Distributions Section, distributions to a Participant
     will commence no later than the date determined in accordance with the
     provisions of this Section.

     Distribution to a Participant must commence no later than the required
     beginning date. The first required beginning date of a Participant is the
     first day of April of the calendar year following the calendar year in
     which the Participant attains age 70-1/2.

     The required beginning date of a Participant who attains age 70-1/2 before
     January 1, 1988, shall be the first day of April of the calendar year
     following the calendar year in which the later of retirement or attainment
     of age 70-1/2 occurs, provided the Participant was not a 5% owner in the
     Plan Year ending in the year in which the Participant attained age 66-1/2
     or any later Plan Year. A Participant is treated as a 5% owner for purposes
     of this section if such Participant is a 5% owner as defined in section
     416(i) of the Code (determined in accordance with section 416 but without
     regard to whether the Plan is Top-Heavy). The required beginning date of a
     Participant who is a 5% owner during any year beginning after December 31,
     1979, is the first day of April following the later of:

     (A) the calendar year in which the Participant attained age 70-1/2, or

     (B) the earlier of the calendar year with or within which ends the Plan
         Year in which the Participant becomes a 5% owner, or the calendar year
         in which the Participant retires.

     Once distributions have begun to a 5% owner under this section, they must
     continue to be distributed, even if the Participant ceases to be a 5% owner
     in a subsequent year. Distribution to such Participant must commence no
     later than the first day of April following the calendar year in which the
     Participant's Termination of Employment occurs.

     If distribution to any Participant is made in other than a single sum
     payment, the second payment shall be distributed no later than the December
     31 following the April 1 by which the first payment was required to be
     distributed. Each succeeding payment shall be distributed no later than
     each December 31 thereafter.

6.5  DISTRIBUTION REQUIREMENTS.

     (A) Except as otherwise provided in Article VIII, the requirements of this
         Section shall apply to any distribution of a Participant's Accrued
         Benefit.

                                       39
<PAGE>
 
     (B) All distributions required under this Article shall be determined and
         made in accordance with the Income Tax Regulations under section
         401(a)(9), including the minimum distribution incidental benefit
         requirement of section 1.401(a)(9)-2 of the regulations.

     (C) Limits on Settlement Options. Distributions, if not made in a lump sum,
         may only be made over one of the following periods (or a combination
         thereof):

         (1)  the life of the Participant,

         (2)  the life of the Participant and a designated Beneficiary,

         (3)  a period certain not extending beyond the life expectancy of the
              Participant, or

         (4)  a period certain not extending beyond the joint and last survivor
              expectancy of the Participant and a designated Beneficiary.

     (D) Minimum Amounts to be Distributed. If the Participant's entire Vested
         Interest is to be distributed in other than a lump sum, then the amount
         to be distributed each year must be at least an amount equal to the
         quotient obtained by dividing the Participant's entire Vested Interest
         by the life expectancy of the Participant or the joint and last
         survivor expectancy of the Participant and designated Beneficiary. Life
         expectancy and joint and last survivor expectancy are computed by the
         use of the return multiples contained in section 1.72-9 of the Income
         Tax Regulations. For purposes of this computation, a Participant's life
         expectancy may be recalculated no more frequently than annually;
         however, the life expectancy of a Beneficiary other than the
         Participant's Spouse may not be recalculated.

         (1)  If the Participant's Spouse is not the designated Beneficiary, the
              method of distribution selected must assure that at least 50% of
              the present value of the amount available for distribution is paid
              within the life expectancy of the Participant.

         (2)  For calendar years beginning after December 31, 1988, the amount
              to be distributed each year, beginning with distributions for the
              first distribution calendar year, shall not be less than the
              quotient obtained by dividing the Participant's benefit by the
              lesser of (1) the applicable life expectancy or (2) if the
              Participant's Spouse is not the designated Beneficiary, the
              applicable divisor determined from the table set forth in Q&A-4 of
              section 1.401(a)(9)-2 of the Income Tax Regulations. Distributions
              after the death of the Participant shall be distributed using the
              applicable life expectancy in subsection (d)(1) above as the
              relevant divisor without regard to regulations 
              section 1.401(a)(9)-2.

         (3)  The minimum distribution required for the Participant's first
              distribution calendar year must be made on or before the
              Participant's required beginning date. The minimum distribution
              for other calendar years, including the minimum distribution for
              the distribution calendar year in which the Employee's required
              beginning date occurs, must be made on or before December 31 of
              that distribution calendar year.

6.6  NON-TRANSFERABLE.  The Participant's right to any Annuity payments,
     benefits, and refunds is not transferable and shall be free from the claims
     of all creditors to the fullest extent permitted by law.

6.7  DEATH DISTRIBUTION PROVISIONS.  If the Participant dies before distribution
     of his Vested Interest commences, the following provisions shall apply:

     (A) If a distribution is to be made to a Beneficiary other than the
         Surviving Spouse:

                                       40
<PAGE>
 
         (1)  If the present value of the Participant's Vested Interest exceeds
              (or at the time of any prior distribution exceeded) $3,500, unless
              the Beneficiary elects another form of distribution, that portion
              of the Participant's Vested Interest payable to the Beneficiary
              will be distributed in the form of a single sum cash payment
              within a reasonable period of time after the Plan Administrator is
              notified of the Participant's detail

         (2)  If the present value of the Participant's Vested Interest is
              $3,500 or less at the time it becomes payable, the distribution
              shall always be made in the form of a single sum cash payment and
              shall be paid within a reasonable period of time after the Plan
              Administrator is notified of the Participant's death.

     (B) If the distribution is to be made to a Beneficiary who is the Surviving
         Spouse, such distribution will be made in accordance with the
         following:

         (1)  If the Participant had never elected a life Annuity form of
              distribution under the Plan:

              (a)  If the present value of the Participant's Vested Interest
                   exceeds (or at the time of any prior distribution exceeded)
                   $3,500, unless the surviving spouse elects another form of
                   distribution, that portion of the Participant's Vested
                   Interest payable to the Surviving Spouse will be distributed
                   in the form of a single sum cash payment within a reasonable
                   period of time after the Plan Administrator is notified of
                   the Participant's death.

              (b)  If the present value of the Participant's Vested Interest
                   payable to the Surviving Spouse is $3,500 or less at the time
                   it becomes payable, the distribution shall always be made in
                   the form of a single sum cash payment and shall be made
                   within a reasonable period of time after the Plan
                   Administrator is notified of the Participant's death.

         (2)  If the Participant had previously elected a life Annuity form of
              distribution under the Plan:

              (a)  If the present value of the Participant's Vested Interest
                   exceeds (or at the time of any prior distribution exceeded)
                   $3,500 and is immediately distributable (as defined in
                   Section 8.5), the Surviving Spouse must consent to the
                   distribution before it is made. If the Surviving Spouse does
                   not consent to a distribution, all benefits shall be deferred
                   to a date that complies with the terms of Section 6.8 (B).

                   The distribution shall be made in accordance with the
                   provisions of Section 8.3.

              (b)  If the present value of the Participant's Vested Interest is
                   $3,500 or less at the time it becomes payable, the
                   distribution shall always be made in the form of a single sum
                   cash payment and shall be paid within a reasonable period of
                   time after the Plan Administrator is notified of the
                   Participant's death .

6.8  DEATH DISTRIBUTION COMMENCEMENT DATE. Upon the death of the Participant,
     the following distribution provisions shall take effect:

     (A) If the Participant dies after distribution of his entire Vested
         Interest has commenced, the remaining portion of such Vested Interest
         will continue to be distributed at least as rapidly as under the method
         of distribution being used prior to the Participant's death.

         In no event shall distribution of the Participant's remaining Vested
         Interest be made in a lump sum after the Participant's death unless
         such distribution is consented to, in writing, by the Participant's
         Surviving Spouse, if any.

                                       41
<PAGE>
 
      (B)  If the Participant dies before distribution of his Vested Interest
           commences, the Participant's entire Vested Interest will be
           distributed no later than five years after the Participant's death
           except to the extent that an election is made to receive
           distributions in accordance with (1) or (2) below:

           (1) If any portion of the Participant's Vested Interest is payable to
               a designated Beneficiary, distributions may be made in
               substantially equal installments over the life or life expectancy
               of the designated Beneficiary (or over a period not extending
               beyond the life expectancy of such Beneficiary), commencing no
               later than one year after the Participant's death;

           (2) If the designated Beneficiary is the Participant's Surviving
               Spouse, the date distributions are required to begin in
               accordance with (1) above shall not be earlier than the date on
               which the Participant would have attained age 70-1/2. However,
               the Surviving Spouse may elect, at any time following the
               Participant's death, to defer the date on which distributions
               will begin until no later than the date on which the Participant
               would have attained age 70-1/2 and, if the Spouse dies before
               payments begin, subsequent distributions shall be made as if the
               Spouse had been the Participant.

      (C)  For purposes of (B) above, payments will be calculated by use of the
           return multiples specified in section 1.72-9 of the Income Tax
           Regulations. Life expectancy of a Surviving Spouse may be
           recalculated annually; however, in the case of any other designated
           Beneficiary, such life expectancy will be calculated at the time
           payment first commences without further recalculation.

      (D)  For purposes of this Section (Death Distribution Commencement Date)
           any amount paid to a child of the Participant will be treated as if
           it had been paid to the Surviving Spouse if the amount becomes
           payable to the Surviving Spouse when the child reaches the age of
           majority.

6.9   ALTERNATE PAYEE SPECIAL DISTRIBUTION. Distributions pursuant to Section
      16.8 may be made

      (A) without regard to the age or employment status of the Participant.

                                  ARTICLE VI-A
                                DIRECT ROLLOVERS

6A.1. Notwithstanding any provision of the Plan to the contrary that would
      otherwise limit a Distributee's election under this Article, a Distributee
      may elect, at the time and in the manner prescribed by the Plan
      Administrator, to have any portion of an Eligible Rollover Distribution
      paid directly to an Eligible Retirement Plan specified by the Distributee
      in a Direct Rollover, except as otherwise provided by the Employer's
      administrative procedures as permitted by regulations. In addition, a
      Distributee's election of a Direct Rollover shall be subject to the
      following requirements:

      (B)  If the Distributee elects to have only a portion of an Eligible
           Rollover Distribution paid to an Eligible Retirement Plan in a Direct
           Rollover, that portion must be equal to at least $500.

      (C)  If the entire amount of a Distributee's Eligible Rollover
           Distribution is $500 or less, the distribution may not be divided.
           Instead, the entire amount must either be paid to the Distributee or
           to an Eligible Retirement Plan in a Direct Rollover.

       (D) A Distributee may not elect a Direct Rollover if the Distributee's
           Eligible Rollover Distributions during a year are reasonably expected
           by the Plan Administrator to total less than $200 (or any lower
           minimum amount specified by the Plan Administrator).

                                       42
<PAGE>
 
       (E) A Distributee's election to make or not make a Direct Rollover with
           respect to one payment in a series of periodic payments shall apply
           to all subsequent payments in the series, except that a Distributee
           shall be permitted at any time to change, with respect to subsequent
           payments in the series of periodic payments, a previous election to
           make or not make a Direct Rollover. A change of election shall be
           accomplished by the Distributee notifying the Plan Administrator of
           the change. Such notice must be in the form and manner prescribed by
           the Plan Administrator.

                                       43
<PAGE>
 
6A.2     Definitions.
 
         (A)  Direct Rollover: A Direct Rollover is a payment by the plan to the
              Eligible Retirement Plan specified by the Distributee.

         (B)  Distributee: A Distributee includes an Employee or former
              Employee. In addition, the Employee's or former Employee's
              Surviving Spouse and the Employee's or former Employee's Spouse
              who is the alternate payee under a qualified domestic relations
              order, as defined in section 414(p) of the Code, are Distributees
              with regard to the interest of the Spouse or former Spouse.

         (C)  Eligible Retirement Plan: An Eligible Retirement Plan is an
              individual retirement account described in section 408(a) of the
              code, an individual retirement annuity described in section 408(b)
              of the Code, an annuity plan described in section 403(a) of the
              Code, or a qualified trust described in section 401(a) of the
              Code, that accepts the Distributee's Eligible Rollover
              Distribution. However, in the case of an Eligible Rollover
              Distribution to the Surviving Spouse, an Eligible Retirement Plan
              is an individual retirement account or an individual retirement
              annuity.

         (D)  Eligible Rollover Distribution: An Eligible Rollover Distribution
              is any distribution of all or any portion of the balance to the
              credit of the Distributee, except that an Eligible Rollover
              Distribution does not include: any distribution that is one of a
              series of substantially equal periodic payments (not less
              frequently than annually) made for the life (or life expectancy)
              of the Distributee or the joint lives (or joint life expectancies)
              of the Distributee and the Distributee's designated beneficiary,
              or for a specified period of ten years or more; any distribution
              to the extent such distribution is required under section 40 1
              (a)(9) of the Code; and the portion of any distribution that is
              not includible in gross income (determined without regard to the
              exclusion for net unrealized appreciation with respect to employer
              securities).


                                  ARTICLE VII
                              RETIREMENT BENEFITS

7.1  NORMAL RETIREMENT. A Participant who attains his Normal Retirement Age
     shall have a Vesting Percentage of 100%. If a Participant retires from the
     active Service of the Employer on his Normal Retirement Date, he shall be
     entitled to receive a distribution of the entire value of his Participant's
     Account as of his Normal Retirement Date.

7.2  LATE RETIREMENT. A Participant may continue in the Service of the Employer
     after his Normal Retirement Age, and in such event he shall retire on his
     Late Retirement Date. Such Participant shall continue as a Participant
     under this Plan until such Late Retirement Date. The Participant shall have
     a Vesting Percentage of 100% and shall be entitled to receive a
     distribution of the entire value of his Participant's Account as of his
     Late Retirement Date.

7.3  DISABILITY RETIREMENT. A Participant who retires from the Service of the
     Employer on account of Disability shall have a Vesting Percentage of 100%
     and shall be entitled to receive a distribution of the entire value of his
     Participant's Account as of his Disability Retirement Date.

                                 ARTICLE VIII
                    JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1  GENERAL.  The provisions of this Article shall take precedence over any
     conflicting provision in this Plan.

                                       44
<PAGE>
 
     The provisions of this Article shall apply to any Participant who is
     credited with at least one Hour of Service with the Employer on or after
     August 23, 1984, and such other Participants as provided in Section 8.7,
     unless:

     (A)   upon the death of the Participant the Participant's entire Vested
           Interest will be paid to the Participant's Surviving Spouse, but if
           there is no Surviving Spouse, or, if the Surviving Spouse has already
           consented in a manner conforming to a Qualified Election, then to the
           Participant's designated Beneficiary;

     (B)   the Participant does not elect payments in the form of a Life Annuity
           and has not previously elected payments in the form of a Life Annuity
           under the Plan, and

     (C)   as to the Participant, the Plan is not a direct or indirect
           transferee of a defined benefit plan, money purchase pension plan
           (including a target benefit plan), stock bonus, or profit-sharing
           plan which would otherwise provide for a Life Annuity form of payment
           to the Participant.

8.2  PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional form of
     benefit is selected pursuant to a Qualified Election within the ninety-day
     period ending on the first day on which all events have occurred which
     entitle the Participant to a benefit, a married Participant's Vested
     Interest will be paid in the form of a Qualified Joint and Survivor
     Annuity.

     An unmarried Participant will be provided a single Life Annuity unless the
     Participant elects another form of benefit during the applicable Election
     Period.

8.3  PAYMENT OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Unless an optional
     form of benefit has been selected within the Election Period pursuant to a
     Qualified Election, if a married Participant dies before his Annuity
     Starting Date, then the Participant's entire Vested Interest shall be
     applied toward the purchase of an immediate Annuity for the life of the
     Surviving Spouse. As an alternative to receiving the benefit in this form
     of an Annuity, the Surviving Spouse may elect to receive a single cash
     payment or any other form of payment provided for in the Plan within a
     reasonable time after the Participant's death.

8.4  DEFINITIONS.

     (A)   Election Period: The period which begins on the first day of the Plan
           Year in which the Participant attains age 35 and ends on the date of
           the Participant's death. If a Participant separates from Service
           prior to the first day of the Plan Year in which age 35 is attained,
           with respect to the account balance as of the date of separation, the
           Election Period shall begin on the date of separation.

           A Participant who has not attained age 35 as of the end of a Plan
           Year, may make a special Qualified Election to waive the Qualified
           Preretirement Survivor Annuity for the period beginning on the date
           of such election and ending on the first day of the Plan Year in
           which the Participant will attain age 35. Such election shall not be
           valid unless the Participant receives 'a written explanation of the
           Qualified Preretirement Survivor Annuity in such terms as are
           comparable to the explanation required under Section 8.6 (A).
           Qualified Preretirement Survivor Annuity coverage will be
           automatically reinstated as of the first day of the Plan Year in
           which the Participant attains age 35. Any new waiver on or after such
           date shall be subject to the full requirements of this Article.

     (B)   Qualified Election: A waiver of a Qualified Joint and Survivor
           Annuity or a Qualified Preretirement Survivor Annuity. Any waiver of
           a Qualified Joint and Survivor Annuity or a Qualified Preretirement
           Survivor Annuity shall not be effective unless: (a) the Participant's
           Spouse

                                       45
<PAGE>
 
           consents in writing to the election; (b) the election designates a
           specific Beneficiary, including any class of Beneficiaries or any
           contingent Beneficiaries, which may not be changed without spousal
           consent (or the Spouse expressly permits designations by the
           Participant without any further spousal consent); (c) the Spouse's
           consent acknowledges the effect of the election; and (d) the Spouse's
           consent is witnessed by a Plan representative or notary public.
           Additionally, a Participant's waiver of the Qualified Joint and
           Survivor Annuity shall not be effective unless the election
           designates a form of benefit payment which may not be changed without
           spousal consent (or the Spouse expressly permits designations by the
           Participant without any further spousal consent). If it is
           established to the satisfaction of a Plan representative that such
           written consent cannot be obtained because:

           (1)  there is no Spouse;

           (2)  the Spouse cannot be located;

           (3)  the Participant is legally separated or has been abandoned
                within the meaning of local law, and the Participant has a court
                order to such effect;

           (4)  of other circumstances as the Secretary of the Treasury may by
                regulations prescribe,

           the Participant's election to waive coverage will be considered a
           Qualified Election.
 
           Any consent by a Spouse obtained under this provision (or
           establishment that the consent of a Spouse may not be obtained) shall
           be effective only with respect to such Spouse. A consent that permits
           designations by the Participant without any requirement of further
           consent by such Spouse must acknowledge that the Spouse has the right
           to limit consent to a specific Beneficiary, and a specific form of
           benefit where applicable, and that the Spouse voluntarily elects to
           relinquish either or both of such rights. A revocation of a prior
           waiver may be made by a Participant without the consent of the Spouse
           at any time before the commencement of benefits. The number of
           revocations shall not be limited. No consent obtained under this
           provision shall be valid unless the Participant has received notice
           as provided in Section 8.6 below.

     (C)   Qualified Joint and Survivor Annuity: An immediate Annuity for the
           life of the Participant with a survivor Annuity for the life of the
           Spouse which is not less than 50% and not more than 100% of the
           amount of the Annuity which is payable during the joint lives of the
           Participant and the Spouse and which is the amount of benefit which
           can be purchased with the Participant's entire Vested Interest. If no
           survivor Annuity percentage has been specified in an election, the
           percentage payable to the Spouse will be 50%.

           Notwithstanding the above paragraph, a Qualified Joint and Survivor
           Annuity for an unmarried Participant shall mean an Annuity for the
           life of the Participant.

     (D)   Qualified Preretirement Survivor Annuity: A survivor Annuity for the
           life of the Spouse in the amount which can be purchased with the
           Participant's entire Vested Interest.

     (E)   Spouse (Surviving Spouse): The Spouse or Surviving Spouse of the
           Participant. A former Spouse may be treated as the Spouse or
           Surviving Spouse to the extent provided under a Qualified Domestic
           Relations Order as described in Internal Revenue Code section 414(p).

8.5  CONSENT REQUIREMENTS. Only the Participant need consent to the commencement
     of a distribution in the form of a Qualified Joint and Survivor Annuity
     while the account balance is immediately distributable. Neither the consent
     of the Participant nor the Participant's Spouse shall be required to the
     extent that a 

                                       46
<PAGE>
 
distribution is required to satisfy section 401(a)(9) or section 415 of the
Code. An account balance is immediately distributable if any part of the account
balance could be distributed to the Participant (or Surviving Spouse) before the
Participant attains (or would have attained if not deceased) the later of Normal
Retirement Age or age 62.

8.6  NOTICE REQUIREMENTS.

     (A)   In the case of a Qualified Joint and Survivor Annuity as described in
           Section 8.4 (C), the Plan Administrator shall provide each
           Participant within a reasonable period prior to the commencement of
           benefits a written explanation of (i) the terms and conditions of a
           Qualified Joint and Survivor Annuity; (ii) the Participant's right to
           make and the effect of an election to waive the Qualified Joint and
           Survivor Annuity form of benefit; (iii) the rights of a Participant's
           Spouse; (iv) the right to make, and the effect of, a revocation of a
           previous election to waive the Qualified Joint and Survivor Annuity;
           (v) a general description of the eligibility conditions and other
           material features of the optional forms of benefit; and (vi)
           sufficient additional information to explain the relative values of
           the optional forms of benefit available to them under this Plan.

     (B)   In the case of a Qualified Preretirement Survivor Annuity as
           described in Section 8.4 (D), the Plan Administrator shall provide
           each Participant within the period beginning on the first day of the
           Plan Year in which the Participant age 32 and ending with the close
           of the Plan Year preceding the Plan Year in which the Participant
           attains age 35, a written explanation of the Qualified Preretirement
           Survivor Annuity in such terms and in such manner as would be
           comparable to the explanation provided for meeting the requirements
           of Section 8.6 (A) to a Qualified Joint and Survivor Annuity.

           If a Participant enters the Plan after the first day of the Plan Year
           in which the Participant attained age 32, the Plan Administrator
           shall provide notice no later than the close of the second Plan Year
           succeeding the entry of the Participant in the Plan.

           If a Participant enters the Plan after he has attained age 35, the
           Plan Administrator shall provide notice within a reasonable period of
           time following the entry of the Participant in the Plan.

           If a Participant's Termination of Employment occurs before the
           Participant attains age 35, the Plan Administrator shall provide
           notice within one year of such Termination of Employment.

8.7  TRANSITIONAL RULES.

     (A)   Any living Participant not receiving benefits on August 23, 1984, who
           would otherwise not receive the benefits prescribed by the previous
           Sections of this Article must be given the opportunity to elect to
           have the prior Sections of this Article relating to the Qualified
           Preretirement Survivor Annuity apply if such Participant is credited
           with at least one Hour of Service under this Plan or a predecessor
           plan in a Plan Year beginning on or after January 1, 1976, and such
           Participant had at least 10 Years of Service for vesting purposes
           when he separated from Service.

     (B)   Any living Participant not receiving benefits on August 23, 1984, who
           was credited with at least one Hour of Service under this Plan or a
           predecessor plan on or after September 2, 1974, and who is not
           otherwise credited with any Service in a Plan Year beginning on or
           after January 1, 1976, must be given the opportunity to have his or
           her benefits paid in accordance with Section 8.7 (D).

                                       47
<PAGE>
 
     (C)   The respective opportunities to elect (as described in Sections 8.7
           (A) and 8.7 (B) above) must be afforded to the appropriate
           Participants during the period commencing on August 23, 1984, and
           ending on the date benefits would otherwise commence to said
           Participants.

     (D)   Any Participant who has elected pursuant to Section 8.7 (B) of this
           Article and any Participant who does not elect under Section 8.7 (A)
           or who meets the requirements of Section 8.7 (A) except that such
           Participant does not have at least 10 Years of Service for vesting
           purposes when he separates from Service, shall have his benefits
           distributed in accordance with all of the following requirements if
           benefits would have been payable in the form of a life annuity:

           (1) Automatic Joint and Survivor Annuity. If benefits in the form of
               a life annuity become payable to a married Participant who:

               (a) begins to receive payments under the Plan on or after Normal
                   Retirement Age; or
 
               (b) dies on or after Normal Retirement Age while still working
                   for the Employer, or

               (c) begins to receive payments on or after the Qualified Early
                   Retirement Age; or

               (d) separates from Service on or after attaining Normal
                   Retirement Age (or the Qualified Early Retirement Age) and
                   after satisfying the eligibility requirements for the payment
                   of benefits under the Plan and thereafter dies before
                   beginning to receive such benefits;

               then such benefits will be received under this Plan in the form
               of a Qualified Joint and Survivor Annuity, unless the Participant
               has elected otherwise during the election period. The election
               period must begin at least six months before the Participant
               attains Qualified Early Retirement Age and end not more than 90
               days before the commencement of benefits. Any election hereunder
               will be in writing and may be changed by the Participant at any
               time.

          (2)  Election of Early Survivor Annuity: A Participant who is employed
               after attaining the Qualified Early Retirement Age will be given
               the opportunity to elect, during the election period, to have a
               survivor annuity payable on death. If the Participant elects the
               survivor annuity, payments under such Annuity must not be less
               than the payments which would have been made to the Spouse under
               the Qualified Joint and Survivor Annuity if the Participant had
               retired on the day before his or her death. Any election under
               this provision will be in writing and may be changed by the
               Participant at any time. The election period begins on the later
               of (1) the 90th day before the Participant attains the Qualified
               Early Retirement Age, or (2) the date on which participation
               begins, and ends on the date the Participant terminates
               employment.

          (3)  For purposes of this Section 8.7 (D):
 
               (a) Qualified Early Retirement Age is the latest of:

                   (i)   the earliest date, under the Plan, on which the
                         Participant may elect to receive retirement benefits;
                         or

                   (ii)  the first day of the 120th month beginning before the
                         Participant reaches Normal Retirement Age; or

                   (iii) the date the Participant begins participation.

                                       48
<PAGE>
 
               (b) Qualified Joint and Survivor Annuity is an Annuity for the
                   life of the Participant with a survivor annuity for the life
                   of the Spouse as described in Section 8.4 (C).

                                  ARTICLE IX
                           TERMINATION OF EMPLOYMENT

9.1  DISTRIBUTION. As of a Participant's Termination of Employment, he shall be
     entitled to receive a distribution of his entire Vested Interest. Such
     distribution shall be further subject to the terms and conditions of
     Article VI.

     If at the time of his Termination of Employment the Participant's Vesting
     Percentage is not 100% and the Participant does not take a distribution
     from the portion of his Vested Interest subject to the Vesting Percentage,
     the non-vested portion of his Participant's Account will become a
     Forfeiture upon the date the Participant incurs five consecutive One-Year
     Breaks in Service.

     If at the time of his Termination of Employment the Participant's Vesting
     Percentage is not 100% and such Participant does take a distribution from
     the portion of his Vested Interest subject to the Vesting Percentage, or if
     the Participant's Vesting Percentage is 0%, the non-vested portion of his
     Participant's Account will become a Forfeiture upon the date such
     terminated Participant incurs a One-Year Break in Service.

     If the Participant is later rehired by the Employer and re-enrolls in the
     Plan, Subsection (A), (B) or (C) below, as applicable, will apply:

     (A)   If the Participant was 0% vested at his Termination of Employment and
           did not incur five consecutive One-Year Breaks in Service after such
           date, the amount of the separate account which became a Forfeiture,
           if any, shall be restored by the Employer at the time such
           Participant re-enrolls in the Plan.

     (B)   If the Participant was vested but not 100% vested at his Termination
           of Employment and did not incur five consecutive One-Year Breaks in
           Service after such date, the Participant shall be entitled to repay
           the full amount of the distribution attributable to employer
           contributions, if any, made at his Termination of Employment Such
           repayment of employer contributions, however, must be made before the
           Participant has incurred five consecutive One-Year Breaks in Service
           following the date he received the distribution or five years after
           the Participant is rehired by the Employer, whichever is earlier.

           If the Participant elects to make such payment, the amount of the
           separate account which became a Forfeiture, if any, shall be restored
           by the Employer at the same time such repayment is made. However, if
           the Participant does not elect to repay the distribution made in
           accordance with this Article within the period of time specified
           above, that Forfeiture shall remain a Forfeiture.

     (C)   If the Participant had incurred five consecutive One-Year Breaks in
           Service after his Termination of Employment, the amount of the
           separate account that became a Forfeiture shall remain a Forfeiture
           and such Participant shall be prohibited from repaying a distribution
           made at his Termination of Employment.

9.2   NO FURTHER RIGHTS OR INTEREST. A Participant shall have no further
      interest in or any rights to any portion of his Participant's Account that
      becomes a Forfeiture due to his Termination of Employment once the
      Participant incurs five consecutive One-Year Breaks in Service in
      accordance with Article II.

                                       49
<PAGE>
 
9.3   APPLICATION OF FORFEITURES. Any Forfeiture arising in accordance with the
      provisions of Section 9.1 shall be used by the Employer to reduce and in
      lieu of the contributions made by the Employer next due under Article IV,
      or to pay Plan expenses, at the earliest opportunity after such Forfeiture
      becomes available.

      The provisions of the preceding sentence notwithstanding, in the event
      that a former Participant is rehired by the Employer and the Employer is
      required by the provisions of Section 9.1 of this Plan to restore the
      amount of a separate account that had been created upon such Participant's
      prior Termination of Employment and later forfeited, Forfeitures, if any;
      will first be used to restore such separate account to its value as of
      such Participant's prior Termination of Employment date. In the event that
      the available Forfeitures are not sufficient to make such restoration, the
      Employer will make an additional contribution sufficient to make such
      restoration.

                                   ARTICLE X
                             WITHDRAWALS AND LOANS

10.1  WITHDRAWAL AFTER AGE 59-1/2. A Participant who has attained age 59-1/2,
      may elect to withdraw from his Participant's Account, at any time, an
      amount which is equal to any whole percentage (not exceeding 100%) of his
      Vested Interest in his Participant's Account attributable to:

      .    Elective Deferral Contributions, including earnings.

10.2  WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF ELECTIVE DEFERRAL
      CONTRIBUTIONS. Distributions of Elective Deferral Contributions may be
      made to a Participant in the event of a hardship. For purposes of this
      section, a distribution is made on account of hardship only if the
      distribution is made both on account of an immediate and heavy financial
      need of the Employee and is necessary to satisfy the financial need. In
      addition, any distribution on account of hardship shall be limited to the
      distributable amount described in paragraph (C) of this section.

      (A)  The following are the only financial needs considered immediate and
           heavy for purposes of this section:

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

           (2)  Payment of tuition and related educational fees for the next 12
                months of post-secondary education for the Employee, his Spouse,
                children, or dependents (as defined in section 152 of the Code);

           (3)  Costs directly related to the purchase of a principal residence
                for the Employee (excluding mortgage payments); or

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

     (B)   The Participant shall specify on the application for a hardship
           withdrawal whether the Participant elects the provision of (1) or (2)
           below to be used in determining the necessity of the hardship.

           (1)  A distribution will be considered as necessary to satisfy an
                immediate and heavy financial need of the Employee only if all
                of the following requirements are satisfied:

                                       50
<PAGE>
 
                (a)  The hardship distribution is not in excess of the amount of
                     the immediate and heavy financial need of the Employee. The
                     amount of an immediate and heavy financial need may include
                     the amounts necessary to apply any federal, state, or local
                     income taxes or penalties reasonably anticipated to result
                     from the distribution.

                (b)  The Employee had obtained all distributions, other than
                     hardship distributions, and all nontaxable (at the time of
                     the loan) loans currently available under all plans
                     maintained by the Employer.

                (c)  The Employee is suspended from making Elective Deferral
                     Contributions to the Plan for at least 12 months after
                     receipt of the hardship distribution In addition, the
                     Employee must be prohibited under the terms of the plan or
                     an otherwise enforceable agreement from making Elective
                     Deferral Contributions and Employee Contributions to all
                     other plans maintained by the Employer for at least 12
                     months after receipt of the hardship distribution.

                     For this purpose, the phrase "all other plans of the
                     Employer" means all qualified and nonqualified plans of ,
                     deferred compensation maintained by the Employer. The
                     phrase includes a stock option, stock purchase, or similar
                     plan, or a cash or deferred arrangement that is part of a
                     cafeteria plan within the meaning of section 125 of the
                     Code. However, it does not include the mandatory employee
                     contribution part of a defined benefit plan. It also does
                     not include a health or welfare benefit plan, including one
                     that is part of a cafeteria plan within the meaning of
                     section 125 of the Code.

                (d)  The Employee may not make Elective Deferral Contributions
                     to the Plan for the Employee's taxable year immediately
                     following the taxable year of the hardship distribution in
                     excess of the applicable limit under section 402(g) of the
                     Code for such taxable year less the amount of such
                     Employee's Elective Deferral Contributions for the taxable
                     year of the hardship distribution. In addition, all other
                     plans maintained by the Employer must limit the Employee's
                     Elective Deferral Contributions for the next taxable year
                     to the applicable limit under section 402(g) of the Code
                     for that year minus the Employee's Elective Deferral
                     Contributions for the year of the hardship distribution.

           (2)  A distribution will be treated as necessary to satisfy a
                financial need if the Employer relies upon the Employee's
                written representation, unless the Employer has actual knowledge
                to the contrary, that the need cannot reasonably be relieved:

                (a)  Through reimbursement or compensation by insurance or
                     otherwise;

                (b)  By liquidation of the Employee's assets;

                (c)  By cessation of Elective Deferral Contributions under the
                     Plan; or
 
                (d)  By other distributions or nontaxable (at the time of the
                     loan) loans from plans maintained by the Employer or by any
                     other employer, or by borrowing from commercial sources on
                     reasonable commercial terms in an amount sufficient to
                     satisfy the need.

                A need cannot reasonably be relieved by one of the actions
                listed above if the effect would be to increase the amount of
                the need.

                                       51
<PAGE>
 
                 The amount of an immediate and heavy financial need may include
                 any amounts necessary to pay any federal, state, or local
                 income taxes or penalties reasonably anticipated to result from
                 the distribution.

        (C)  The distributable amount is equal to the Employee's total Elective
             Deferral Contribution as of the date of distribution, reduced by
             the amount of previous distributions of Elective Deferral
             Contributions on account of hardship. The Employee's total Elective
             Deferral Contributions shall not include income allocable to such
             Elective Deferral Contributions.

10.3    WITHDRAWAL OF ROLLOVER CONTRIBUTIONS. At any time a Participant may
        elect to withdraw from his Participant's Account an amount up to 100% of
        the value of that portion of his account attributable to his Rollover
        Contributions as defined in Article IV. Such an election shall become
        effective in accordance with the Notification Section below.

10.4    NOTIFICATION. The Participant shall notify the Administrator in writing
        of his election to make a withdrawal under the preceding provisions of
        this Article X. Any such election shall be effective as of the date
        specified in such notice, which date must in at least 15 days after such
        notice is filed. Payment of the withdrawal shall be subject to the terms
        and conditions of Article VI.

10.5    NON-REPAYMENT. Withdrawals made in accordance with this Article X may
        not be repaid.

10.6    SPOUSAL CONSENT TO WITHDRAWAL OR LOAN. Prior to obtaining a withdrawal
        or loan in accordance with this Article X, a married Participant must
        obtain spousal consent in accordance with the provisions of Article VIII
        unless such Participant meets the requirements set forth in Sections 8.1
        (A), (B) and (C)

10.7    LOANS. Effective as of July 1, 1996, a Participant may borrow from the
        Plan an amount which, when aggregated with any other loans from this
        Plan does not exceed the lesser of (i) $50,000, reduced by the excess,
        if any, of (A) the highest outstanding balance of loans from the Plan
        during the one-year period ending on the day before the day on which
        such loan was made, over (B) the oustanding balance of loans from the
        Plan on the date on which such loan was made, or (ii) one-half (1/2) of
        the aggregate of the Participant's Vested Interest. A loan may be
        requested by a Participant only for one of the reasons set forth in
        Section 10.2 and the Participant shall provide documentation of the
        reason for such loan. The loan shall be funded first from the
        Participant's Elective Deferrals, then the Employer's Nonelective
        Contributions, and then from Employer Matching Contributions, with funds
        withdrawn pro rata from all investment options other than Employer
        Stock. Loans from Employer Stock are not permitted. Participants shall
        be required to authorize repayment of the loan by payroll deduction,
        unless the Participant is on an approved leave of absence or on layoff.
        Participants who are on an approved leave of absence or on layoff must
        remit payments to the Company on a monthly basis. The term of each such
        loan shall be five years, unless the Participant certifies that the
        proceeds of the loan are to be used to acquire a principal residence of
        the Participant in which case the term of the loan shall be ten years. A
        loan may be prepaid in full at any time. Upon termination of a
        Participant's employment with the Company, the remaining balance of the
        loan is payable in full. No more than one loan may be outstanding at any
        one time. The minimum loan amount shall be $1,000. Interest on the loan
        shall be charged based upon the prime rate charged by the Company's
        primary commercial lender on the first business day of the month during
        which the loan is made. A one-time loan fee of $50.00 shall be charged
        to the Participant for each loan.


                                  ARTICLE XI
                     FIDUCIARY DUTIES AND RESPONSIBILITIES

11.1    GENERAL FIDUCIARY STANDARD OF CONDUCT. Each Fiduciary of the Plan shall
        discharge his duties hereunder solely in the interest of the
        Participants and their Beneficiaries and for the exclusive purpose of

                                      52
<PAGE>
 
        providing benefits to Participants and their Beneficiaries and defraying
        reasonable expenses of administering the Plan. Each Fiduciary shall act
        with the care, skill, prudence, and diligence under the circumstances
        that a prudent man acting in a like capacity and familiar with such
        matters would use in conducting an enterprise of like character and with
        like aims, in accordance with the documents and instruments governing
        this Plan, insofar as such documents and instruments are consistent with
        this standard.

11.2    SERVICE IN MULTIPLE CAPACITIES. Any Person or group of persons may
        serve in more than one fiduciary capacity with respect to this Plan.

11.3    LIMITATIONS ON FIDUCIARY LIABILITY. Nothing in this Plan shall be
        construed to prevent any Fiduciary from receiving any benefit to which
        he may be entitled as a Participant or Beneficiary in this Plan, so long
        as the benefit is computed and paid on a basis which is consistent with
        the terms of this Plan as applied to all other Participants and
        Beneficiaries. Nor shall this Plan be interpreted to prevent any
        Fiduciary from receiving any reasonable compensation for services
        rendered, or for the reimbursement of expenses properly and actually
        incurred in the performance of his duties with the Plan; except that no
        Person so serving who already receives full-time pay from an Employer
        shall receive compensation from this Plan, except for reimbursement of
        expenses properly and actually incurred.

11.4    INVESTMENT MANAGER. When an Investment Manager has been appointed he, is
        required to acknowledge in writing that he has undertaken a Fiduciary
        responsibility with respect to the Plan.

                                  ARTICLE XII
                               THE ADMINISTRATOR

12.1    DESIGNATION AND ACCEPTANCE. The Employer shall designate a person or
        persons to serve as Administrator under the Plan and such person, by
        joining in the execution of this Plan and Trust Agreement accepts such
        appointment and agrees to act in accordance with the terms of the Plan.

12.2    DUTIES AND AUTHORITY. The Administrator shall administer the Plan in a
        nondiscriminatory manner for the exclusive benefit of Participants and
        their Beneficiaries.

        The Administrator shall perform all such duties as are necessary to
        operate, administer, and manage the Plan in accordance with the terms
        thereof, including but not limited to the following:

        (A)  To determine all questions relating to a Participant's coverage
             under the Plan;

        (B)  To maintain all necessary records for the administration of the
             Plan;

        (C)  To compute and authorize the payment of retirement income and other
             benefit payments to eligible Participants and Beneficiaries;

        (D)  To interpret and construe the provisions of the Plan and to make
             regulations which are not inconsistent with the terms thereof, and

        (E)  To advise or assist Participants regarding any rights, benefits, or
             elections available under the Plan.

             The Administrator shall take all such actions as are necessary to
             operate, administer, and manage the Plan as a retirement program
             which is at all times in full compliance with any law or regulation
             affecting this Plan.

                                      53
<PAGE>
 
             The Administrator may allocate certain specified duties of plan
             administration to an individual or group of individuals who, with
             respect to such duties, shall have all reasonable powers necessary
             or appropriate to accomplish them.

12.3    EXPENSES AND COMPENSATION. All expenses of administration may be paid
        out of the Trust fund unless paid by the Employer. Such expenses shall
        include any expenses incident to the functioning of the Administrator,
        including, but not limited to, fees of accountants, counsel, and other
        specialists and their agents, and other costs of administering the Plan.
        Until paid, the expenses shall constitute a liability of the Trust fund.
        However, the Employer may reimburse the Trust fund for any
        administration expense incurred. Any administration expense paid to the
        Trust fund as a reimbursement shall not be considered an Employer
        Contribution. Nothing shall prevent the Administrator from receiving
        reasonable compensation for services rendered in administering this
        Plan, unless the Administrator already receives full-time pay from any
        Employer adopting the Plan.

12.4    INFORMATION FROM EMPLOYER. To enable the Administrator to perform his
        functions, the Employer shall supply full and timely information to the
        Administrator on all matters relating to this Plan as the Administrator
        may require.

12.5    ADMINISTRATIVE COMMITTEE; MULTIPLE SIGNATURES. In the event that more
        than one person has been duly nominated to serve on the Administrative
        Committee and has signified in writing the acceptance of such
        designation, the signature(s) of one or mom persons may be accepted by
        an interested party as conclusive evidence that the Administrative
        Committee has duly authorized the action therein set forth and as
        representing the will of and binding upon the whole Administrative
        Committee. No person receiving such documents or written instructions
        and acting in good faith and in reliance thereon shall be obliged to
        ascertain the validity of such action under the terms of this Plan and
        Trust. The Administrative Committee shall act by a majority of its
        members at the time in office and such action may be taken either by a
        vote at a meeting or in writing without a meeting.

12.6    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. The Administrator, or
        any member of the Administrative Committee, may resign at any time by
        delivering to the Employer a written notice of resignation, to take
        effect at a date specified therein, which shall not be less than 30 days
        after the delivery thereof, unless such notice shall be waived.

        The Administrator may be removed with or without cause by the Employer
        by delivery of written notice of removal, to take effect at a date
        specified therein, which shall be not less than 30 days after delivery
        thereof, unless such notice shall be waived.

        The Employer, upon receipt of or giving notice of the resignation or
        removal of the Administrator, shall promptly designate a successor
        Administrator who must signify acceptance of this position in writing.
        In the event no successor is appointed, the Board of Directors of the
        Employer will function as the Administrative Committee until a new
        Administrator has been appointed and has accepted such appointment.

12.7    INVESTMENT MANAGER. The Administrator may appoint, in writing, an
        Investment Manager or Managers to whom is delegated the authority to
        manage, acquire, invest, or dispose of all or any part of the Trust
        assets. With regard to the assets entrusted to his care, the Investment
        Manager shall provide written instructions and directions to the
        Trustee, who shall in turn be entitled to rely upon such written
        direction. This appointment and delegation shall be evidenced by a
        signed written agreement.

12.8    DELEGATION OF DUTIES. The Administrator shall have the power, to the
        extent permitted by law, to delegate the performance of such Fiduciary
        and non-Fiduciary duties, responsibilities, and functions as the
        Administrator shall deem advisable for the proper management and
        administration of the Plan in the best interests of the Participants and
        their Beneficiaries.

                                      54
<PAGE>
 
                                 ARTICLE XIII
                             PARTICIPANTS' RIGHTS

13.1    GENERAL RIGHTS OF PARTICIPANTS AND BENEFICIARIES. The Plan is
        established and the Trust assets are held for the exclusive purpose of
        providing benefits for such Employees and their Beneficiaries as have
        qualified to participate under the terms of the Plan.

13.2    FILING A CLAIM FOR BENEFITS. A Participant or Beneficiary or the
        Employer acting in his behalf, shall notify the Administrator of a claim
        of beneficial under the Plan. Such request shall be in writing to the
        Administrator and shall set forth the basis of such claim and shall
        authorize the Administrator to conduct such examinations as may be
        necessary to determine the validity of the claim and to take such steps
        as may be necessary to facilitate the payment of any benefits to which
        the Participant or Beneficiary may be entitled under the terms of the
        Plan.

        A decision by the Administrator shall be made promptly and not later
        than 90 days after the Administrator's receipt of the claim of benefits
        under the Plan, unless special circumstances require an extension of the
        time for processing, in which case a decision shall be rendered as soon
        as possible, but not later than 180 days after the initial receipt of
        the claim of benefits.

13.3    DENIAL OF CLAIM. Whenever a claim for benefits by any Participant or
        Beneficiary has been denied by a Plan Administrator, a written notice,
        prepared in a manner calculated to be understood by the Participant,
        must be provided, setting forth (1) the specific reasons for the denial;
        (2) the specific reference to pertinent Plan provisions on which the
        denial is based; (3) 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 (4) an
        explanation of the Plan's claim review procedure.

13.4    REMEDIES AVAILABLE TO PARTICIPANTS. A Participant or Beneficiary may (1)
        request a review by a Named Fiduciary, other than the Administrator,
        upon written application to the Plan; (2) review pertinent Plan
        documents; and (3) submit issues and comments in writing to a Named
        Fiduciary. A Participant or Beneficiary shall have 60 days after receipt
        by the claimant of written notification of a denial of a claim to
        request a review of a denied claim.

        A decision by a Named Fiduciary shall be made promptly and not later
        than 60 days after the Named Fiduciary's receipt of a request for
        review, unless special circumstances require an extension of the time
        for processing, in which case a decision shall be rendered as soon as
        possible, but not later than 120 days after receipt of a request for
        review. The decision on review by a Named Fiduciary shall be in writing
        and shall include specific reasons for the decision, written in a manner
        calculated to be understood by the claimant, and specific references to
        the pertinent Plan provisions on which the decision is based.

        A Participant or Beneficiary shall be entitled, either in his own name
        or in conjunction with any other interested parties, to bring such
        actions in law or equity or to undertake such administrative actions or
        to seek such relief as may be necessary or appropriate to compel the
        disclosure of any required information, to enforce or protect his
        rights, to recover present benefits due to him, or to clarify his rights
        to future benefits under the Plan.

13.5    REINSTATEMENT OF BENEFIT. In the event any portion of a distribution
        which is payable to a Participant or a Beneficiary shall remain unpaid
        on account of the inability of the Plan Administrator, after diligent
        effort, to locate such Participant or Beneficiary, the amount so
        distributable shall be treated as a Forfeiture under the Plan. If a
        claim is made by the Participant or Beneficiary for any benefit
        forfeited under this section, such benefit shall be reinstated.

                                      55
<PAGE>
 
13.6    LIMITATION OF RIGHTS. Participation hereunder shall not grant any
        Participant the right to be retained in the Service of the Employer or
        any other rights or interest in the Plan or Trust fund other than those
        specifically herein set forth.

13.7    PARTICIPANT CONTRIBUTIONS. Each Participant, regardless of his length of
        Service with the Employer, shall be fully vested (100%) at all times in
        any portion of his Participant's Account attributable to the following:

        .    Rollover Contributions.

13.8    MERGERS OR TRANSFERS. In the case of any merger or consolidation with or
        transfer of assets or liabilities to any other qualified plan after
        September 2, 1974, the following conditions must be met:

        (A)  The sum of the account balances in each plan shall equal the fair
             market value (determined as of the date of the merger or transfer
             as if the plans had then terminated) of the entire plan assets.

        (B)  The assets of each plan shall be combined to form the assets of the
             plan as merged (or transferred).

        (C)  Immediately after the merger (or transfer), each Participant in the
             plan merged (or transferred) shall have an account balance equal to
             the sum of the account balances the Participant had in the plans
             immediately prior to the merger (or transfer).

        (D)  Immediately after the merger (or transfer) each Participant in the
             plan merged (or transferred) shall be entitled to the same optional
             benefit forms as he was entitled to immediately prior to the merger
             (or transfer).

           In the case of any merger or consolidation with or transfer of assets
           or liabilities to any defined benefit plan after September 2, 1974,
           one of the plans before such merger, consolidation, or transfer shall
           be converted into the other type of plan and either the rules
           described above, applicable to the merger of two defined contribution
           plans, or the rules applicable to the merger of two defined benefit
           plans, as appropriate, shall be applied.

13.9    PARTICIPANT'S ACCOUNT AND VALUATION. A Participant's Account shall be
        maintained on behalf of each Participant until such account is
        distributed in accordance with the terms of this Plan. At least once per
        year, as of the last day of the Plan Year, each Participant's Account
        shall be adjusted for any earnings, gains, losses, contributions,
        withdrawals, and expenses, attributable to such Plan Year, in order to
        obtain a new valuation of the Participant's Account

                                ARTICLE XIII-A
                                  INVESTMENTS

13A.1   INVESTMENT ALTERNATIVES. The Investment Committee shall determine the
        investment alternatives to be made available to Participants and
        Terminated Participants, but one of the investment alternatives offered
        shall be Employer Stock, and up to 100% of Plan assets may be invested
        in Employer Stock. Each Participant shall elect, by written notice to
        the Plan Administrator, how, among such investment alternatives, such
        Participant's Accounts (other than the subaccounts attributable to
        Matching Contributions and Non-Elective Contributions, if any, made on
        or after January 1, 1995 and earnings thereon) are to be invested. The
        investment directions of a Participant or Terminated Participant shall
        remain in effect until amended. Investment directions may be amended at
        any time by telephonic instruction by the Participant or Terminated
        Participant. The Plan Administrator shall adopt such rules and
        procedures as it deems advisable with respect to all matters relating to
        the selection among such investment alternatives by Participants and

                                      56
<PAGE>
 
        Terminated Participants. The Plan Administrator may adopt rules to
        impose holding period requirements and to limit trading by Participants
        of Employee Stock to designated "window periods."

        Unless Employer Stock is purchased in open market transactions, the
        Employer shall register the Common Stock issued to the Plan and
        interests under the Plan with the Securities and Exchange Commission. No
        commission shall be charged to the Plan in connection with any issuance
        of Employer Stock to the Plan by the Company.

13A.2   EXPENSES. Expenses attributable to the investment of Accounts in any of
        the investment alternatives, including commissions, "loads," early
        withdrawal penalties, and similar charges, shall be charged to the
        Account of the Participant who has directed such investment pursuant to
        Section 13A.01. Any other expenses attributable to the creation,
        administration or operation of the Plan and Trust which are not paid by
        the Employer shall be allocated to the Accounts of each Participant and
        Terminated Participant pro rata on the basis of Account balances.
                               --- ----

13A.3   VOTING OF EMPLOYER STOCK. The Trustee shall vote the shares allocated to
        Participants' Accounts as instructed by the Voting Committee.

13A.4   SALE OF EMPLOYER STOCK. Subject to the rights of Participants in a
        tender offer as described in Section 13A.5, the Trustee shall sell
        shares of Employer Stock only pursuant to the investment instructions of
        the Participant. To effectuate such instructions, Employer Stock may be
        sold to any person, including the Employer, provided that any sale to
        the Employer or other "disqualified person" within the meaning of Code
        section 4975 or "party in interest" within the meaning of Section 3(14)
        of ERISA is made at a price which is not less than adequate
        consideration as defined in Section 3(18) of ERISA and no commission is
        charged with respect to the sale.

13A.5   TENDER OFFER FOR EMPLOYER STOCK. In the event of a tender offer for
        shares of Employer Stock subject to Section 14(d)(1) of the Act or
        subject to Rule 13e-4 promulgated under that Act (as those provisions
        may from time to time be amended or replaced by successor provisions of
        Federal securities laws), the Voting Committee will advise each
        Participant who has shares of Employer Stock credited to the
        Participant's Accounts in writing of the terms of the tender offer as
        soon as practicable after its commencement and will furnish each
        Participant with a form by which he may instruct the Trustee
        confidentially to tender shares credited to the Participant's Accounts.
        The Trustee will tender those shares it has been properly instructed to
        tender, and will not tender those shares which it has been properly
        instructed not to tender or for which no instructions are properly
        received. The Voting Committee's advice to Participants will include
        notice that allocated shares for which no instructions are received will
        not be tendered and such related documents as are prepared by any person
        and provided to the shareholders of the Employer pursuant to the Act.
        The Voting Committee may also provide Participants with such other
        material concerning the tender offer as the Voting Committee in its
        discretion determines to be appropriate. A Participant's instructions to
        the Trustee to tender shares will not be deemed a withdrawal or
        suspension from the Plan or a forfeiture of any portion of the
        Participant's interest in the Plan. The number of shares to which a
        Participant's instructions apply will be the total number of shares
        credited to the Participant's Accounts, as of the close of business on
        the day preceding the date on which the tender offer commences. The
        Voting Committee will advise the Trustee of the commencement date of any
        tender offer and, until receipt of that advice, the Trustee will not be
        obligated to take any action under this Section. Funds received in
        exchange for tendered stock will be credited to the Accounts of the
        Participant whose stock was tendered. Pending receipt of instructions
        from the Participant as to investment of such amounts, the Trustee will
        invest such funds in short term investments permitted under the Trust
        Agreement.

13A.6   INSIDER TRADING RULES. With respect to Employees or Participants subject
        to Section 16 of the Act, transactions under this Plan are intended to
        comply with all applicable conditions of Rule 16b-3 or its successors
        under the Act. To the extent any provision of the Plan or action by the
        Employer, the Voting

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<PAGE>
 
        Committee, the Trustee, or an Employee or Participant fails to so
        comply, it shall be deemed null and void, to the extent permitted by law
        and deemed advisable by the party taking such action.

        (a)  It is intended that the Plan will comply with Sections 401(a)(4)
             and 410(b) of the Code to meet the requirement of broad based
             employee participation under Rule 16b-3.

        (b)  No Employee or Participant who is an insider may elect to purchase
             or to sell Employer Stock held in such Participant's Accounts
             except pursuant to an irrevocable election by the insider at least
             six months in advance of the effective date of the transaction.


                                  ARTICLE XIV
                     AMENDMENT OR TERMINATION OF THE PLAN

14.1    AMENDMENT OF PLAN. The Employer shall have the right from time to time
        to modify or amend, in whole or in part, any or all provisions of the
        Plan, provided that a Board of Directors' resolution pursuant to such
        modification or amendment shall first be adopted and provided further
        that the modification or amendment is signed by the Employer, the
        Administrator and the Trustee. Upon any such modification or amendment
        the Administrator and the Trustee shall be furnished a copy thereof. No
        amendment shall deprive any Participant or Beneficiary of any Vested
        Interest hereunder. Any Participant having not less than three Years of
        Service shall be permitted to elect, in writing, to have his Vesting
        Percentage computed under the Plan without regard to such amendment.

        The period during which the election must be made by the Participant
        shall begin no later than the date the Plan Amendment is adopted and end
        no later than after the latest of the following dates:

        (A)  The date which is 60 days after the day the amendment is adopted;
             or

        (B)  The date which is 60 days after the day the amendment becomes
             effective; or

        (C)  The date which is 60 days after the day the Participant is issued
             written notice of the amendment by the Employer or Administrator.

        Such written election by a Participant shall be made to the
        Administrator.

        No amendment to the Plan shall decrease a Participant's Account balance
        or eliminate an optional form of distribution. Notwithstanding the
        preceding sentence, a Participant's Account balance may be reduced to
        the extent permitted under Internal Revenue Code section 412(c)(8).
        Furthermore, no amendment to the Plan shall have the effect of
        decreasing a Participant's Vested Interest determined without regard to
        such amendment as of the later of the date such amendment is adopted or
        the date it becomes effective.

14.2    CONDITIONS OF AMENDMENT. The Employer shall not make any amendment which
        would cause the Plan to lose its status as a qualified plan within the
        meaning of section 401(a) of the Code.

14.3    TERMINATION OF THE PLAN. The Employer intends to continue the Plan
        indefinitely for the benefit of its Employees, but reserves the right to
        terminate the Plan at any time by resolution of its Board of Directors.
        Upon such termination, the liability of the Employer to make
        contributions hereunder shall terminate.

14.4    FULL VESTING. Upon the termination or partial termination of the Plan,
        or upon complete discontinuance of Employer contributions, the rights of
        all affected Participants in and to the amounts credited to each such
        Participant's Account shall be 100% vested and nonforfeitable.


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<PAGE>
 
14.5    DISTRIBUTIONS UPON PLAN TERMINATION. If this Plan is terminated and the
        Employer does not maintain or establish another defined contribution
        plan, pursuant to Code section 401(k)(10)(A)(i), each Participant shall
        receive a total distribution, in the form of a lump-sum distribution as
        defined in Code section 401(k)(10)(B)(ii), of his Participant's Account
        in accordance with the terms and conditions of Article VI.

        However, if this Plan is terminated and the Employer does maintain or
        establish another defined contribution plan as discussed in the above
        paragraph, or if the Plan is only partially terminated, each Participant
        shall receive a total distribution of his Participant's Account,
        excluding any amounts attributable to Elective Deferral Contributions
        and contributions made by the Employer designated as 401(k)
        contributions in accordance with the terms and conditions of Article VI.
        In such a situation, any amounts in a Participant's Account attributable
        to Elective Deferral Contributions and contributions made by the
        Employer designated as 401(k) contributions may be distributed only upon
        the occurrence of an event described in Article VI.

        No Participant and/or spousal consent will be required for a
        distribution where no successor plan exists. However, if the Employer
        does maintain a successor plan, Participant and/or spousal consent is
        required for a distribution exceeding $3,500. The Participant's Account
        will be transferred to such successor plan if the required consents are
        not received.

14.6    APPLICATION OF FORFEITURES. Upon the termination of the Plan, any
        Forfeitures which have not been applied as of such termination to reduce
        the contribution made by the Employer shall be credited on a pro rata
        basis to the Participant's Account of the then Active Participants in
        the same manner as the last contribution made by the Employer under the
        Plan.

14.7    APPROVAL BY THE INTERNAL REVENUE SERVICE. Notwithstanding any other
        provisions of this Plan, the Employer's adoption of this Plan is subject
        to the condition precedent that the Employer's Plan shall be approved
        and qualified by the Internal Revenue Service as meeting the
        requirements of section 401(a) of the Internal Revenue Code and that the
        Trust established hereunder shall be entitled to exemption under the
        provisions of section 501(a). In the event the Plan initially fails to
        qualify and the Internal Revenue Service issues a final ruling that the
        Employer's Plan or Trust fails to so qualify as of the Effective Date,
        all liability of the Employer to make further contributions hereunder
        shall cease. The Plan Administrator, Trustee and any other Named
        Fiduciary shall be notified immediately by the Employer, in writing, of
        such failure to qualify. Upon such notification, the value of the
        Participants' Accounts shall be distributed in cash to the Employer,
        subject to the terms and conditions of Article VI.

        That portion of such distribution which is attributable to Participant
        Contributions as specified in Section 13.7, if any, shall be paid to the
        Participant and the balance of such distribution shall be paid to the
        Employer.

14.8    SUBSEQUENT UNFAVORABLE DETERMINATION. If the Employer is notified
        subsequent to initial favorable qualification that the Plan is no longer
        qualified within the meaning of section 401(a) of the Internal Revenue
        Code, or that the Trust is no longer entitled to exemption under the
        provisions of section 501 (a), and if the Employer shall fail within a
        reasonable time to make any necessary changes in order that the Plan
        and/or Trust shall so qualify, the Participants' Accounts shall be fully
        vested and nonforfeitable and shall be disposed of as if the Plan had
        terminated, in the manner set forth in this Article XIV.

                                  ARTICLE XV
                             SUBSTITUTION OF PLANS

15.1    SUBSTITUTION OF PLANS. Subject to the provisions of Section 13.8 the
        Employer may substitute an individually designed plan or a master or
        prototype plan for this Plan without terminating this Plan as


                                      59
<PAGE>
 
        embodied herein and this shall be deemed to constitute an amendment and
        restatement in its entirety of this Plan as heretofore adopted by the
        Employer; provided, however, that the Employer shall have certified to
        the Trustee that this Plan is being continued on a restated basis which
        meets the requirements of section 401 (a) of the Internal Revenue Code
        and ERISA.

15.2    TRANSFER OF ASSETS. Upon 90 days' written notification from he the
        Employer and the Trustee that a different plan meeting the requirements
        set forth in Section 15.1 above has been executed and entered into by
        the Administrator and the Employer, and after the Trustee has been
        furnished the Employer's certification in writing that the Employer
        intends to continue the Plan as a qualified Plan under section 401(a) of
        the Internal Revenue Code and ERISA, assets which represent the value of
        all Participant's Accounts may be transferred in accordance with the
        instructions received from or on behalf of the Employer. The Trustee may
        rely fully on the representations or directions of the Employer with
        respect to any such transfer and shall be fully protected and discharged
        with respect to any such transfer made in accordance with such
        representations, instructions, or directions.

                                  ARTICLE XVI
                                 MISCELLANEOUS

16.1    NON-REVERSION. This Plan has been established by the Employer for the
        exclusive benefit of the Participants and their Beneficiaries. Except as
        otherwise provided in Sections 14.7, 16.7, and 16.8, under no
        circumstances shall any funds contributed hereunder, at any time, revert
        to or be used by the Employer, nor shall any such funds or assets of any
        kind be used other than for the benefit of the Participants or their
        Beneficiaries.

16.2    GENDER AND NUMBER. When necessary to the meaning hereof, and except when
        otherwise indicated by the context, either the masculine or the neuter
        pronoun shall be deemed to include the masculine, the feminine, and the
        neuter, and the singular shall be deemed to include the plural.

16.3    REFERENCE TO THE CODE AND ERISA. Any reference to any section of the
        Internal Revenue Code, ERISA, or to any other statute or law shall be
        deemed to include any successor law of similar import.

16.4    GOVERNING LAW. The Plan and Trust shall be governed and construed in
        accordance with the laws of the state where the Trustee has its
        principal office if the Trustee is a corporation or an association,
        otherwise under the laws of the state where the Employer has its
        principal office.

16.5    COMPLIANCE WITH THE CODE AND ERISA. This Plan is intended to comply with
        all requirements for qualification under the Internal Revenue Code and
        ERISA, and if any provision hereof is subject to more than one
        interpretation or any term used herein is subject to more than one
        construction, such ambiguity shall be resolved in favor of that
        interpretation or construction which is consistent with the Plan being
        so qualified. If any provision of the Plan is held invalid or
        unenforceable, such invalidity or unenforceability shall not affect any
        other provisions, and this Plan shall be construed and enforced as if
        such provision had not been included.

16.6    NON-ALIENATION. It is a condition of the Plan, and all rights of each
        Participant shall be subject thereto, that no right or interest of any
        Participant in the Plan shall be assignable or transferable in whole or
        in part, either directly or by operation of law or otherwise, including,
        but without limitation, execution, levy, garnishment, attachment,
        pledge, bankruptcy or in any other manner, and no right or interest of
        any Participant in the Plan shall be liable for or subject to any
        obligation or liability of such Participant. The preceding sentence
        shall not preclude the enforcement of a federal tax levy made pursuant
        to section 6331 of the Code or the collection by the United States on a
        judgment resulting from an unpaid tax assessment.


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<PAGE>
 
16.7    CONTRIBUTION RECAPTURE. Notwithstanding any other provisions of this
        Plan, (1) in the case of a contribution which is made by an Employer by
        a mistake of fact, Section 16.1 shall not prohibit the return of such
        contribution to the Employer within one year after the payment of the
        contribution, and (2) if a contribution is conditioned upon the
        deductibility of the contribution under section 404 of the Code, then,
        to the extent the deduction is disallowed, Section 16.1 shall not
        prohibit the return to the Employer of such contribution (to the extent
        disallowed) within one year after the disallowance of the deduction. The
        amount which may be returned to the Employer is the excess of (1) the
        amount contributed over (2) the amount that would have been contributed
        had there not occurred a mistake of fact or a mistake in determining the
        deduction. Earnings attributable to the excess contribution may not be
        returned to the Employer, but losses attributable thereto must reduce
        the amount to be so returned. Furthermore, if the withdrawal of the
        amount attributable to the mistaken contribution would cause the balance
        of the individual account of any Participant to be reduced to less than
        the balance which would have been in the account had the mistaken amount
        not been contributed, then the amount to be returned to the Employer
        would have to be limited so as to avoid such reduction.

16.8    QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding any other
        provisions of this Plan, the Participant's Account may be segregated and
        distributed pursuant to a Qualified Domestic Relations Order within the
        meaning of Internal Revenue Code section 414(p). The distribution may
        occur prior to the time at which the Participant would be entitled to a
        distribution under the terms of the Plan. The Plan Administrator shall
        establish procedures for determining if a Domestic Relations Order is
        qualified within the meaning of section 414(p).

                                 ARTICLE XVI-A
                             TOP-HEAVY PROVISIONS

16A.1   DEFINITIONS. The following definitions are atypical terms used only in
        this Article XVI-A.

        (A)  Compensation. The term Compensation, whenever used in this Article
             XVI-A, means Compensation as defined in Article V of the Plan, but
             includes the amount of any elective contributions made by the
             Employer on the Employee's behalf to a cafeteria plan established
             in accordance with the provisions of Code section 125, a qualified
             cash or deferred arrangement in accordance with the provisions of
             Code section 402(e)(3), a simplified employee pension plan in
             accordance with the provisions of Code section 402(h), or a tax
             sheltered annuity plan maintained in accordance with the provisions
             of Code section 403(b).

        (B)  Key Employee. The term Key Employee means any Employee or former
             Employee (including deceased Employees) of the Employer who at any
             time during the Plan Year or the four preceding Plan Years was:

             (1)  An officer of the Employer, but in no event if there are more
                  than 500 Employees, shall more than 50 Employees be considered
                  Key Employees. If there are less than 500 Employees, in no
                  event shall the greater of three Employees or 10% of all
                  Employees, be taken into account under this Subsection as Key
                  Employees. If the number of officers is limited by the terms
                  of the preceding sentence, the Employees with the highest
                  Compensation will be considered to be officers.

                  In no event shall an officer whose annual Compensation is less
                  than 50% of the dollar limitation in effect under Code section
                  415(b)(1)(A) as adjusted from time to time, be a Key Employee
                  for any such Plan Year.

                  In making a determination under this Subsection, Employees who
                  have not completed six months of Service by the end of the
                  applicable Plan Year, Employees who normally work

                                       61
<PAGE>
 
                  less than 17-1/2 hours per week, Employees who normally work
                  less than six months during a year, Employees who have not
                  attained 21, and nonresident aliens who receive no earned
                  income from U.S. sources, shall be excluded.

                  Also excluded under the above paragraph are Employees who are
                  covered by an agreement which the Secretary of Labor finds to
                  be a collective bargaining agreement. Such Employees will be
                  excluded only if retirement benefits were the subject of good
                  faith bargaining, 90% of the Employees of the Employer are
                  covered by the agreement, and the Plan covers only Employees
                  who are not covered by the agreement.

             (2)  One of the 10 Employees who has annual Compensation greater
                  than the amount in effect under Internal Revenue Code section
                  415(c)(1)(A) and who owns (or is considered to own within the
                  meaning of Internal Revenue Code section 318, as modified by
                  section 416(i)(1)(B)(iii)) both more than 1/2% interest and
                  the largest interest in the Employer. If two or more Employees
                  own equal interests in the Employer, the ranking of ownership
                  share will be in descending order of such Employees'
                  Compensation. If the Employer is other than a corporation, the
                  term "interest" as used herein shall refer to capital or
                  profits interest.

             (3)  An Employee who owns (or is considered to own within the
                  meaning of Internal Revenue Code section 318, as modified by
                  section 416(i)(1)(B)(iii)) more than 5% of the outstanding
                  stock of the Employer or stock possessing more than 5% of the
                  total combined voting power of all stock of the Employer. If
                  the Employer is other than a corporation, an Employee who
                  owns, or is considered to own, more than 5% of the capital or
                  profits interest in the Employer. The determination of 5%
                  ownership shall be made separately for each member of a
                  controlled group of corporations (as defined in Code section
                  414(b)), or of a group of trades or businesses (whether or not
                  incorporated) that are under common control (as defined in
                  Code section 414(c)), or of an affiliated service group (as
                  defined in Code section 414(m)).

             (4)  An Employee who owns (or is considered to own within the
                  meaning of Internal Revenue Code section 318, as modified by
                  section 416(i)(1)(B)(iii)) more than 1% of the outstanding
                  stock of the Employer or stock possessing more than I % of the
                  total combined voting power of all stock of the Employer, and
                  whose annual Compensation is more than $150,000. If the
                  Employer is other than a corporation, an Employee who owns, or
                  is considered to own, more than 1% of the capital or profits
                  interest in the Employer, and whose annual Compensation is
                  more than $150,000.

             For the purposes of paragraphs (2), (3) and (4) above, if an
             Employee's ownership interest changes during a given Plan Year, his
             ownership interest for that Plan Year is the largest interest owned
             at any time during the Plan Year.

             The Beneficiary of any deceased Employee who was a Key Employee
             shall be considered a Key Employee for the same period as the
             deceased Employee would have been so considered.

        (C)  Non-Key Employee. The term Non-Key Employee means any Employee or
             former Employee of the Employer who is not a Key Employee. The
             Beneficiary of any deceased Employee who is a Non-Key Employee
             shall be considered a Non-Key Employee for the same period as the
             deceased Employee would have been so considered.

        (D)  Determination Date. The term Determination Date means, with respect
             to a Plan Year, the last day of the preceding Plan Year, or, in the
             case of the first Plan Year of a plan, the last day of the first
             Plan Year.

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<PAGE>
 
        (E)  Valuation Date. The term Valuation Date means, with respect to a
             Plan Year, the last day of the preceding Plan Year and is the date
             on which Account Balances are valued for the purpose of determining
             the Plan's Top-Heavy status.

        (F)  Account Balance. The term Account Balance means the value of the
             Participant's Account standing to the credit of a Participant, a
             former Participant, or the Beneficiary of a former Participant, as
             the case may be, as of the Valuation Date. Such Account Balance
             shall include any contributions due as of the Determination Date
             and all distributions made to the Participant (or former
             Participant or Beneficiary, as the case may be) during the Plan
             Year or the preceding four Plan Years, except for distributions of
             Related Rollovers. However, the Account Balance shall not include
             any deductible Employee Contributions made pursuant to Internal
             Revenue Code section 219 or Unrelated Rollovers made to the Plan
             after December 31, 1983.

             A Related Rollover is a Rollover Contribution or Transfer that
             either was not initiated by the Employee or was made to a plan
             maintained by the same Employer.

             An Unrelated Rollover is a Rollover Contribution or Transfer that
             was initiated by the Employee and was made from a plan maintained
             by one employer to a plan maintained by another employer.

             For purposes of this Subsection (F), the term Employer shall
             include all employers that are required to be aggregated in
             accordance with Internal Revenue Code sections 414(b), (c) or (m).

        (G)  Required Aggregation Group. The term Required Aggregation Group
             means all of the plans of the Employer which cover a Key Employee,
             including any such plan maintained by the Employer pursuant to the
             terms of a collective bargaining agreement, and each other plan of
             the Employer which enables any plan in which a Key employee
             participates to satisfy the requirements of Internal Revenue Code
             sections 401(a)(4) or 410.

        (H)  Permissive Aggregation Group. The term Permissive Aggregation Group
             means all of the plans of the Employer which are included in the
             Required Aggregation Group plus any plans of the Employer which
             provide comparable benefits to the benefits provided by the plans
             in the Required Aggregation Group and are not included in the
             Required Aggregation Group, but which satisfy the requirements of
             Internal Revenue Code sections 401(a)(4) and 410 when considered
             together with the Required Aggregation Group, including any plan
             maintained by the Employer pursuant to a collective bargaining
             agreement which does not include a Key Employee.

        (I)  Top-Heavy Plan. The Plan is Top-Heavy if it meets the requirements
             of Section 16A.2.

        (J)  Super Top-Heavy Plan. The Plan is Super Top-Heavy if it meets the
             requirements of Section 16A.3.

        (K)  Terminated Plan. A plan shall be considered to be a Terminated Plan
             if it:

             (1)  has been formally terminated;

             (2)  has ceased crediting service for benefit accruals and vesting;
                  or

             (3)  has been or is distributing all plan assets to Participants
                  (or Beneficiaries) as soon as administratively possible.

             With the exception of the Minimum Employer Contribution
             Requirements and the Minimum Vesting Requirements, the Top-Heavy
             provisions of this Article XVI-A will apply to any

                                       63
<PAGE>
 
             Terminated Plan which was maintained at any time during the five
             years ending on the Determination Date.

        (L)  Frozen Plan. A plan shall be considered to be a Frozen Plan if all
             benefit accruals have ceased but all assets have not been
             distributed to Participants or Beneficiaries. The Top-Heavy
             provisions of this Article XVI-A will apply to any such Frozen
             Plan.

16A.2   TOP-HEAVY PLAN STATUS. This Plan shall be determined to be Top-Heavy if,
        as of the Determination Date, the aggregate of the Account Balances of
        Key Employees exceeds 60% of the aggregate of the Account Balances of
        all Employees covered by the Plan. The determination of whether the Plan
        is Top-Heavy shall be made after aggregating all plans in the Required
        Aggregation Group, and after aggregating any other plans which are in
        the Permissive Aggregation Group, if such permissive aggregation thereby
        eliminates the Top-Heavy status of any plan within such Required
        Aggregation Group.

        In determining whether this Plan is Top-Heavy, the Account Balance of a
        former Key Employee who is now a Non-Key Employee will be disregarded.
        Likewise, for Plan Years beginning after December 31, 1984, the Account
        Balance of any Employee who has not performed an Hour of Service during
        the five-year period ending on the Determination Date will be excluded.

16A.3   SUPER TOP-HEAVY PLAN STATUS. This Plan shall be determined to be Super
        Top-Heavy if, as of the Determination Date, the Plan would meet the test
        specified in Section 16A.2 above, if 90% were substituted for 60% in
        each place where it appears. The Plan may be permissively aggregated in
        order to avoid being Super Top-Heavy.

16A.4   TOP-HEAVY REQUIREMENTS. Notwithstanding anything in the Plan to the
        contrary, if the Plan is Top-Heavy with respect to any Plan Year
        beginning after December 31, 1983, then the Plan shall meet the
        following requirements for such Plan Year:

        (A)  Compensation Limit. The annual Compensation of each Participant
             taken into account under the Plan shall not exceed $200,000;
             however, such dollar limitation shall be adjusted to take into
             account any adjustments made by the Secretary of the Treasury or
             his delegate pursuant to Internal Revenue Code section 416(d)(2).

        (B)  Minimum Employer Contribution Requirements. A Minimum Employer
             Contribution of 3% of each Eligible Employee's Compensation will be
             made on behalf of each Eligible Employee in the Plan.

             If the actual Employer Contribution made or required to be made for
             Key Employees is less than 3%, the Minimum Employer Contribution
             required hereunder shall not exceed the percentage contribution
             made for the Key Employee for whom the percentage of Employer
             Contributions and Forfeitures relative to the first $200,000 of
             Compensation is the highest for the Plan Year after taking into
             account contributions or benefits under other qualified plans in
             the Plan's Required Aggregation Group.

             However, if a Participant in this Plan is also a participant in a
             defined benefit plan maintained by the Employer, such Participant
             shall receive the Top-Heavy minimum benefit under the defined
             benefit plan in lieu of the Minimum Employer Contribution described
             herein. Such minimum benefit will be equal to the Participant's
             average yearly Compensation during his five highest-paid
             consecutive years, multiplied by the lesser of 2% per Year of
             Service or 20%. Compensation periods and Years of Service to be
             taken into account in the calculation of this benefit shall be
             subject to any limitations set forth in the defined benefit plan.

                                       64
<PAGE>
 
             For any Limitation Year in which this Plan is Top-Heavy but not
             Super Top-Heavy, the Minimum Employer Contribution shall be
             increased to 4% of each Eligible Employee's Compensation in order
             to preserve the use of the factor 1.25 in the denominators of the
             fractions described in Section 5.4 (B)(1) and Section 5.4 (D)(1). A
             Participant who receives the Top-Heavy minimum benefit in lieu of
             the Minimum Employer Contribution shall receive an increased
             minimum benefit equal to the Participant's average yearly
             Compensation during his five highest-paid consecutive years,
             multiplied by the lesser of 3% per Year of Service or 20% plus one
             percentage point (to a maximum of 10 percentage points) for each
             year that this Plan is maintained. Compensation periods and Years
             of Service to be taken into account in the calculation of this
             increased minimum benefit shall be subject to any limitations set
             forth in the defined benefit plan.

             For any Limitation Year in which this Plan is Super Top-Heavy, the
             factor of 1.25 in the denominators of the fractions described in
             Sections 5.4 (B)(1) and 5.4(D)(1) shall be reduced to 1.0. The
             Maximum Employer Contribution payable in such years shall be 3% of
             each Eligible Employee's Compensation and the defined benefit Top-
             Heavy minimum benefit shall be average Compensation multiplied by
             the lesser of 2% per Year of Service or 20%.

             Eligible Employees are all Non-Key Employees who are Participants
             in the Plan as of the last day of the Plan Year regardless of
             whether they had completed 1,000 Hours of Service during the Plan
             Year. Also included are Non-Key Employees who would have been
             Participants as of the last day of the Plan Year except:

 .       The Employee's Compensation was below a required minimum level; or

 .       The Employee chose not to make Elective Deferral Contributions when he
        was eligible to do so.

             Elective Deferral Contributions and Matching Contributions made to
             Key Employees shall be taken into account as Employer Contributions
             allocated to such Key Employees when deter-mining whether a lower
             Minimum Employer Contribution is permissible for purposes of this
             section. However, Elective Deferral Contributions made by Non-Key
             Employees shall not be used towards satisfying the Minimum Employer
             Contribution required to be allocated to Non-Key Employees pursuant
             to this section.

             Matching Contributions made on behalf of Non-Key Employees may, at
             the option of the Employer, be used to satisfy the Minimum Employer
             Contribution requirement. However, for Plan Years beginning after
             December 31, 1988, to the extent that Matching Contributions are
             used for this purpose, they shall not be used to satisfy the Actual
             Contribution Percentage Test.

(C)     Minimum Vesting Requirements. Vesting shall be determined in accordance
        with the following schedule:

                    Years of Service    Vesting Percentage
                    ----------------    ------------------

                       Less than 3              0%

                        3 or more              100%


        In the event the Plan ceases to be Top-Heavy, the vesting schedule in
        this Section 16A.4 16A.5 shall continue to apply until the Plan is
        amended to provide otherwise and any such amendment shall comply with
        the provisions of Section 14.1.

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<PAGE>
 
                                 ARTICLE XVII
                                TRUST AGREEMENT

17.1    CREATION AND ACCEPTANCE OF TRUST. The Trustee, by joining in the
        execution of the Plan and trust agreement, accepts the Trust hereby
        created and agrees to act in accordance with the express terms and
        conditions herein stated.

17.2    TRUSTEE CAPACITY; CO-TRUSTEES. The Trustee may be a bank, trust company
        or other corporation possessing trust powers under applicable state or
        federal law or one or more individuals or any combination thereof.

        When two or more persons serve as Trustee, they are specifically
        authorized, by a written agreement between themselves, to allocate
        specific responsibilities, obligations or duties wrong themselves. An
        original copy of such written agreement is to be delivered to the
        Administrator.

17.3    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE. Any Trustee
        may resign at any time by delivering to the Administrator a written
        notice of resignation, to take effect at a date specified therein, which
        shall not be less than 30 days after the delivery thereof, unless such
        notice shall be waived.

        The Trustee may be removed with or without cause by the Board of
        Directors by delivery of a written notice of removal, to take effect at
        a date specified therein, which shall not be less than 30 days after
        delivery thereof, unless such notice shall be waived.

        In the case of the resignation or removal of a Trustee, the Trustee
        shall have the right to a settlement of its account, which may be made,
        at the option of the Trustee, either (1) by judicial settlement in an
        action instituted by the Trustee in a court of competent jurisdiction,
        or (2) by written agreement of settlement between the Trustee and the
        Administrator.

        Upon such settlement, all right, title and interest of such Trustee in
        the assets of the Trust and all rights and privileges under this
        Agreement theretofore vested in such Trustee shall vest in the successor
        Trustee, and thereupon all future liability of such Trustee shall
        terminate; provided, however, that the Trustee shall execute,
        acknowledge and deliver all documents and written instruments which are
        necessary to transfer and convey the right, title and interest in the
        Trust assets, and all rights and privileges to the successor Trustee.

        The Board of Directors, upon receipt of notice of the resignation or
        removal of the Trustee, shall promptly designate a successor Trustee,
        whose appointment is subject to acceptance of this Trust in writing and
        shall notify in writing the insurance company of such successor Trustee.

17.4    TAXES, EXPENSES AND COMPENSATION OF TRUSTEE. The Trustee shall deduct
        from and charge against the Trust fund any taxes paid by it which may be
        imposed upon the Trust fund or the income thereof or which the Trustee
        is required to pay with respect to the interest of any person therein.

        The Trustee shall be paid such reasonable compensation as shall from
        time to time be agreed upon in writing by the Employer and the Trustee.
        An individual serving as Trustee who already receives full-time pay from
        the Employer shall not receive compensation from the Plan. In addition,
        the Trustee shall be reimbursed for any reasonable expenses, including
        reasonable counsel fees incurred by it as Trustee. Such compensation and
        expenses shall be paid from the Trust fund unless paid or advanced by
        the Employer.

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<PAGE>
 
17.5    TRUSTEE ENTITLED TO CONSULTATION. The Trustee shall be entitled to
        advice of counsel, which may be counsel for the Plan or the Employer, in
        any case in which the Trustee shall deem such advice necessary. With the
        exception of those powers and duties specifically allocated to the
        Trustee by the express terms of this Plan, it shall not be the
        responsibility of the Trustee to interpret the terms of the Plan or
        Trust and the Trustee may request and is entitled to receive guidance
        and written direction from the Administrator on any point requiring
        construction or interpretation of the Plan documents.

17.6    RIGHTS, POWERS AND DUTIES OF TRUSTEE. The Trustee shall have the
        following rights, powers, and duties:

        (A)  The Trustee shall be responsible for the safekeeping and
             administering of the assets of this Plan and Trust in accordance
             with the provisions of this Agreement and any amendments thereto.
             The duties of the Trustee under this Agreement shall be determined
             solely by the express provisions of this Agreement and no further
             duties or responsibility shall be implied. Subject to the terms of
             this Plan and Trust, the Trustee shall be fully protected and shall
             incur no liability in acting in reliance upon the written
             instructions or directions of the Administrator or a duly
             designated Investment Manager or any other Named Fiduciary.

        (B)  The Trustee shall have all powers necessary or convenient for the
             orderly and efficient performance of its duties hereunder,
             including but not limited to those specified in this section. The
             Trustee may appoint one or more administrative agents or contract
             for the performance of such administrative and service functions as
             it may deem necessary for the effective installation and operation
             of the Plan and Trust.

        (C)  The Trustee shall have the power to collect and receive any and all
             monies and other property due hereunder and to give full discharge
             and acquittance therefor, to settle, compromise or submit to
             arbitration any claims, debits or damages due or owing to or from
             the Trust; to commence or defend suits or legal proceedings
             wherever, in its judgment, any interest of the Trust requires it;
             and to represent the Trust in all suits or legal proceedings in any
             court of law or equity or before any other body or tribunal. It
             shall have the power generally to do all acts, whether or not
             expressly authorized, which the Trustee in the exercise of its
             Fiduciary responsibility may deem necessary or desirable for the
             protection of the Trust and the assets thereof.

        (D)  The Trustee may temporarily hold cash balances and shall be
             entitled to deposit any such funds received in a bank account or
             bank accounts in the name of the Trust in any bank or banks
             selected by the Trustee, including the banking department of the
             Trustee, pending disposition of such funds in accordance with the
             Trust. Any such deposit may be made with or without interest.

        (E)  The Trustee shall deal with any assets of this Trust held or
             received under this Plan only in accordance with the written
             directions from the Administrator. The Trustee shall be under no
             duty to determine any facts or the propriety of any action taken or
             omitted by it in good faith pursuant to instructions from the
             Administrator.

        (F)  If the whole or any part of the Trust shall become liable for the
             payment of any estate, inheritance, income or other tax which the
             Trustee shall be required to pay, the Trustee shall have full power
             and authority to pay such tax out of any monies or other property
             in its hands for the account of the person whose interest hereunder
             is so liable. Prior to making any payment, the Trustee may require
             such releases or other documents from any lawful taxing authority
             as it shall deem necessary. The Trustee shall not be liable for any
             nonpayment of tax when it distributes an interest hereunder on
             instructions from the Administrator.

                                       67
<PAGE>
 
        (G)  The Trustee shall keep a full, accurate and detailed record of all
             transactions of the Trust which the Administrator shall have the
             right to examine at any time during the Trustee's regular business
             hours. Following the close of the fiscal year of the Trust, or as
             soon as practical thereafter, the Trustee shall furnish the
             Administrator with a statement of account. This account shall set
             forth all receipts, disbursements and other transactions effected
             by the Trustee during said year.

             The Administrator shall promptly notify the Trustee in writing of
             its approval or disapproval of the account. The Administrator's
             failure to disapprove the account within 60 days after receipt
             shall be considered an approval. The approval by the Administrator
             shall be binding as to all matters embraced in any statement to the
             same extent as if the account of the Trustee had been settled by
             judgment or decree of a court of competent jurisdiction under which
             the Trustee, Administrator, Employer and all persons having or
             claiming any interest in the Trust were parties; provided, however,
             that the Trustee may have its account judicially settled if it so
             desires.

        (H)  If, at any time, there shall be a dispute as to the person to whom
             payment or delivery of monies or property should be made by the
             Trustee, or regarding any action to be taken by the Trustee, the
             Trustee may postpone such payment, delivery or action, retaining
             the funds or property involved, until such dispute shall have been
             resolved in a court of competent jurisdiction or the Trustee shall
             have been indemnified to its satisfaction or until it has received
             written direction from the Administrator.

        (I)  Anything in this instrument to the contrary notwithstanding, it
             shall be understood that the Trustee shall have no duty or
             responsibility with respect to the determination of matters
             pertaining to the eligibility of any Employee to become or remain a
             Participant hereunder, the amount of benefit to which any
             Participant or Beneficiary shall be entitled hereunder, all such
             responsibilities being vested in the Administrator. The Trustee
             shall have no duty to collect any contribution from the Employer
             and shall not be concerned with the amount of any contribution nor
             the application of the contribution formula.

17.7    EVIDENCE OF TRUSTEE ACTION. In the event that the Trustee is comprised
        of two or more Trustees, then those Trustees may designate one such
        Trustee to transmit all decisions of the Trustee and to sign all
        necessary notices and other reports on behalf of the Trustee. All
        notices and other reports bearing the signature of the individual
        Trustee so designated shall be deemed to bear the signatures of all the
        individual Trustees and all parties dealing with the Trustee are
        entitled to rely on any such notices and other reports as authentic and
        as representing the action of the Trustee.

17.8    INVESTMENT POLICY. This Plan has been established for the sole purpose
        of providing benefits to the Participants and their Beneficiaries. In
        determining its investments hereunder, the Trustee shall take account of
        the advice provided by the Administrator as to funding policy and the
        short and long range needs of the Plan based on the evident and probable
        requirements of the Plan as to the time benefits shall be payable and
        the requirements therefore.

                                       68
<PAGE>
 
17.9    PERIOD OF TRUST. If it shall be determined that the applicable state law
        requires a limitation on the period during which the Employer's Trust
        shall continue, then such Trust shall not continue for a period longer
        than 21 years following the death of the last of those Participants
        including future Participants who are living at the effective date
        hereof. At least 180 days prior to the end of the twenty-first year as
        described in the first sentence of this Section, the Employer, the
        Administrator and the Trustee shall provide for the establishment of a
        successor trust and transfer of Plan assets to the successor trustee. If
        the applicable state law requires no such limitation, then this Section
        shall not be operative.

                                  JP Foodservice Distributors, Inc.


                                  -----------------------------------

                                  By:  
                                      --------------------------------

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