THE MARCUS
CORPORATION
RETIREMENT INCOME PLAN  














(Effective June 1, 1990) 



(Includes Amendments 1,
2 and 3) 











TABLE OF CONTENTS 



	ARTICLE I.	DEFINITIONS	  1
	         Section 1.01.	Definitions	  1
	         Section 1.02.	Construction	  3
	
ARTICLE II.	PURPOSE AND EFFECTIVE DATE	  5
	         Section 2.01.	Purpose of Income Plan	  5
	         Section 2.02.	Effective Date	  5
	
ARTICLE III.	PARTICIPATION AND YEARS OF SERVICE	  6
	         Section 3.01.	Participation	  6
	         Section 3.02.	Years of Service	  6
	
ARTICLE IV.	ELIGIBILITY FOR BENEFITS	  8
	         Section 4.01.	Participant’s Eligibility for Benefits	  8
	         Section 4.02.	Definition of Total and Permanent Disability	  8
	         Section 4.03.	Vesting of Accrued Benefit	  9
	         Section 4.04.	Surviving Spouse Pre-Retirement Death Benefit	10
	
ARTICLE V.	INCOME PLAN BENEFIT AMOUNT AND PAYMENT	11
	         Section 5.01.	Calculation of Accrued Benefit	11
	         Section 5.02.	Payment to Participants	11
	         Section 5.03.	Optional Methods of Payment	12
	         Section 5.04.	Pre-Retirement Death Benefit	13
	
ARTICLE VI.	FUNDING OF BENEFITS	14
	         Section 6.01.	Source of Benefit Payment	14
	
ARTICLE VII.	OTHER PROVISIONS	15
	         Section 7.01.	Administration of the Income Plan	15
	         Section 7.02.	Non-Alienation of Payments	15
	         Section 7.03.	Incompetency	15
	         Section 7.04.	Limitation of Rights Against the Employers	15
	         Section 7.05.	Liability	16
	         Section 7.06.	Amendment or Termination of the Income Plan	16









i 










ARTICLE I.
                                                  DEFINITIONS 



        Section
1.01.     Definitions.  The  following  words  and  phrases  when  used  herein  shall
 have the  following meanings, except as otherwise required by the context: 




            (a)              “Accrued
Benefit” means the monthly benefit amount calculated pursuant           to Section
5.1 hereof and payable in the form of a life-only annuity commencing           the month
next following the later of the Participant’s sixty-fifth (65th)           birthday
or Termination Date.  




            (b)              “Actuarial
Equivalent” means a benefit of equivalent value calculated           using an
interest rate of eight percent (8%) per annum compounded annually and a
          mortality rate based upon the 1984 UP Mortality Table for purposes of
converting           from one periodic form of payment to another, including, without
limitation,           different commencement dates for payment, and for purposes of
converting from a           periodic form of payment to a lump sum form of payment under
Sections 503(b)(ii)           and 5.3(d) hereof.  




            (c)              “Administrator” means
the Marcus Plan Administration and Investment           Committee appointed to
administer, among other things, The Marcus Corporation           Pension Plus Plan and
this Income Plan.  




            (d)              “Average
Monthly Earnings” means a Participant’s total           compensation from the
Employers for the five (5) calendar years during which the           Participant’s
compensation was highest within the last ten (10) consecutive           calendar years
preceding his Termination Date, divided by sixty (60). For           purposes of making
this calculation, compensation shall include amounts paid by           the Employers to a
Participant in the form of salary, bonuses and commissions,           before payroll
deductions and any reductions in compensation for amounts           deferred through The
Marcus Corporation Pension Plus Plan, The Marcus           Corporation Deferred
Compensation Plan and any Code Section 125 arrangement, but           shall exclude
imputed income and any other additional remuneration and/or           expense
reimbursement which the Administrator, in its sole discretion,           determines not
to be compensation hereunder.  




            (e)              “Board” means
the Board of Directors of the Company.  




            (f)              “Code” means
the Internal Revenue Code of 1986, as interpreted and           applied by regulations
and rulings issued pursuant thereto, all as amended and           in effect from time to
time.  




            (g)              “Company” means
The Marcus Corporation.  




            (h)              “Date
of Hire” means the date on which an Executive becomes employed           with any
Employer.  




            (i)              “Employer” means
the Company and each of its subsidiary and affiliated           corporations or entities
which are participating employers under The Marcus           Corporation Pension Plus
Plan.  













            (j)              “Executive” means
any person who is employed by an Employer in an           officer, executive or other
high managerial capacity, as determined by the           Administrator, in its sole
discretion.  




            (k)              “Income
Plan” means The Marcus Corporation Retirement Income Plan set           forth
herein, as amended and in effect from time to time.  




            (l)              “Other
Benefits” means any of the following which may be applied to           reduce the
Accrued Benefit amount payable hereunder to a Participant as           calculated
pursuant to Section 5.1 hereof:  




	 	        (i)              that
portion, if any, of the monthly benefits payable to him under any current           or
prior qualified defined benefit pension plan of any Employer which is
          attributable to employer contributions and is based upon a period of service
          that is recognized both under such pension plan and this Income Plan for
benefit           accrual purposes; provided, however, that, if the time and/or form of
benefit           payments under such pension plan (including without limitation,
payments           pursuant to an annuity purchased as a consequence of such pension plan’s
          termination and payments of the aforesaid portion included in any distribution
          from any qualified retirement plan of any Employer to which such portion was
          transferred) are different from the time and/or form of benefits to be paid
          under this Income Plan, the reduction amount to be treated as “Other
          Benefits” shall be the Actuarial Equivalent of the aforesaid portion which
          appropriately reflects such difference;  







	 	        (ii)              an
Actuarial Equivalent amount that appropriately reflects the value of any           amount
not covered by clause (i) above which is distributed to such Participant           under
any qualified profit sharing, money purchase pension, stock bonus or other
          individual account plan of any Employer (excluding The Marcus Corporation
          Deferred Compensation Plan) and is attributable to employer contributions
(other           than Code Section 401(k) deferrals elected by such Participant) and
based upon a           period of service recognized for any purpose under both that plan
and this           Income Plan; and  







	 	        (iii)              in
the case of disability retirement under this Income Plan, the amount of the
          monthly benefits payable to the Participant under any long-term disability
          welfare benefit program of any Employer which is attributable to employer
          contributions; provided, however, that, if the time and/or form of benefits
          payments under such program are different from the time and/or form of benefits
          to be paid under this Income Plan, the reduction amount to be treated as
          “Other Benefits” shall be the Actuarial Equivalent of the aforesaid
          amount payable under such program which appropriately reflects such difference;
          provided further, however, that the reduction amount specified by this clause
          (iii) shall only apply during the period that the Participant is receiving
          benefit payments under both such program and this Income Plan.  








2 










            (m)              “Participant” means
an Executive who has satisfied the requirements of           Section 3.1 hereof.  




            (n)              “Period
of Severance” means the period of time between a           Participant’s
Termination Date and the date he is subsequently rehired by           any Employer.  




            (o)              “Social
Security Benefit” means (i) in all cases except disability           retirements
covered by clause (ii) below, the estimated monthly primary old age           insurance
benefit payable to the Participant as of the later of his sixty-fifth           (65th)
birthday or Termination Date under the provisions of the federal Social
          Security Act in effect on his Termination Date, or (ii) in the case of a
          disability retirement due to a disability qualifying for disability benefits
          under said Act, the estimated monthly primary disability insurance benefit
          payable to the Participant under the provisions of said Act in effect on his
          Termination Date, regardless in either case of whether he applies for such
          benefit or whether he is or becomes ineligible therefor for any reason. If his
          employment terminates prior to attainment of age sixty-five (65) other than for
          a disability retirement covered by clause (ii) immediately above, his Social
          Security Benefit shall be estimated on the assumption his rate of compensation
          (as defined in Section 1.4 hereof) for the calendar year immediately prior to
          his Termination Date will continue until age sixty-five (65). Once determined,
a           Participant’s Social Security Benefit shall not be subject to adjustment
          except for arithmetical errors in the computation thereof and shall, for all
          purposes of the Income Plan, be assumed to remain as finally computed
regardless           of any subsequent fact, event or occurrence which would cause a
change or an           adjustment in the annual amount thereof actually payable to the
Participant.  




            (p)              “Spouse” means
the person who is legally married to the Participant           (i) on the date he first
receives a retirement benefit hereunder or, (ii) where           his death occurs prior
to the commencement of such benefit payments, throughout           the entire one (1)
year period ending on the date of such death.  




            (q)              “Termination
Date” means the date on which a Participant’s           employment with the
Employers ends because he quits, retires, is terminated or           dies.  




            (r)              “Trust” means
the trust established pursuant to the trust agreement           dated September 30, 1992,
by and between the Company and Bank One Wisconsin           Trust Company, NA.  




            (s)              “Year
of Service” means twelve (12) full months of employment with the           Employers
which is credited pursuant to Section 3.2 hereof for purposes of           participation
eligibility, vesting and benefit accrual under the Income Plan.  




        Section
1.02. Construction. Wherever any words are used herein in the masculine, they shall
be construed as though they were used in the feminine in all cases where they would so
apply, and wherever any words herein are used in the singular or the plural, they shall
be construed as though they were used in the plural or the singular, as the case may be,
in all cases where they would so apply. The words “hereof”, “herein”,
“hereunder”and other similar compounds of the word “here” shall
mean and refer to the entire Income Plan and not to any particular Article or Section.
Titles of Articles and Sections hereof are for general information only, and the Income
Plan is not to be construed by reference thereto.  




3 










            (a)              The
Income Plan shall be construed and its validity determined according to
          applicable federal laws and, to the extent not preempted by such federal laws,
          the laws of the State of Wisconsin. In case any provision of this Income Plan
          shall be held illegal or invalid for any reason, said illegality or invalidity
          shall not affect the remaining parts of the Income Plan, but the Income Plan
          shall be construed and enforced as if said illegal and invalid provisions had
          never been inserted herein.  






















4 











ARTICLE II.
                                         PURPOSE AND EFFECTIVE DATE 



        Section
2.01. Purpose of Income Plan. The purpose of the Income Plan is to provide for the
special retirement income needs of certain Executives of the Employers which are not
deemed to be satisfied by the applicable current and prior qualified retirement plans of
the Employers.  




        Section
2.02. Effective Date. The Income Plan is adopted effective June 1, 1990, and applies
to any eligible Executive who terminates his employment with the Employers on or after
January 1, 1990.  


















5 










ARTICLE III.
                                    PARTICIPATION AND YEARS OF SERVICE 



        Section
3.01. Participation. (a) Except as provided in subsection (b) of this Section
3.1, any Executive shall become a Participant in the Income Plan on his participation
date (if he is then employed by the Employers), which date shall be the later of June 1,
1990 or the January 1 next following the Executive’s satisfaction of all the
following requirements:  




	 	        (i)              attainment
of age twenty-one (21);  







	 	        (ii)              completion
of one (1) Year of Service; and  







	 	        (iii)              employment
with the Employers resulting in earnings which are reportable on the           Executive’s
W-2 form for the calendar year immediately preceding any           potential
participation date after his satisfying both requirements (i) and (ii)           above
and which equal or exceed the greater of eighty thousand dollars ($80,000)           or
the amount of compensation applicable to such year under Code Section
          414(q)(1)(B); provided, however, that such reportable earnings shall include
any           amounts excludable therefrom pursuant to compensation reductions for
deferrals           specified in Section 1.01(d) hereof.  







            (b)              Any
Executive who terminated his employment with the Employers prior to June 1,
          1990 but on or after January 1, 1990, and who satisfied the eligibility
          requirements of subsection (a) of this Section 3.1 on his Termination Date
shall           become a Participant in the Income Plan on June 1, 1990.  




            (c)              A
Participant who has once satisfied all the eligibility requirements of
          subsection (a) of this Section 3.1 will remain eligible to participate in the
          Income Plan despite whether he continues to satisfy requirement (iii) of said
          subsection (a) subsequent to his participation date.  




        Section
3.02.     Years of Service. 




            (a)              A
Participant shall earn Years of Service in an amount equal to the number
          determined as follows:  




	 	        (i)              the
total number of months during the period beginning on the Participant’s
          Date of Hire and ending on his Termination Date,  







minus 



	 	        (ii)              the
total number of months of the Participant’s unpaid leaves of absence,           if
any, during the period beginning on his Date of Hire and ending on his
          Termination Date,  







6 










divided by 



	 	        (iii)              twelve
(12).  







            (b)              A
Participant who incurs a Period of Severance from employment with the           Employers
shall have his Years of Service before the Period of Severance           reinstated and
aggregated with his Years of Service after the Period of           Severance for purposes
of determining such Participant’s Years of Service           under subsection (a) of
this Section 3.2.  




            (c)              After
calculating a Participant’s Years of Service under subsections (a)           and (b)
of this Section 3.2, any remaining period of less than twelve (12)           months shall
be disregarded.  




            (d)              For
purposes of subsection (a)(ii) of this Section 3.2, an unpaid leave of           absence
shall not include any period of time during which a Participant is           absent from
his employment:  




	 	        (i)              in
order that he may fulfill his obligation as a member of the National Guard or           a
Reserve Unit of the Armed Forces of the United States of America; or  







	 	        (ii)              in
order that he may enter the Armed Forces of the United States or any of its
          allies during a national emergency or any war in which the United States is
          engaged or pursuant to any law requiring compulsory military service;  







provided, that this subsection (d)
shall apply only if the Participant enters the Armed Forces directly from employment with
an Employer, does not reenlist after the date of first entering, and becomes reemployed
after discharge or release from such Armed Forces within the applicable time limit and
under the other conditions prescribed by federal statute for his exercising veterans’
reemployment rights which may be guaranteed by such statute. 













7 









ARTICLE IV.
                                          ELIGIBILITY FOR BENEFITS 



        Section
4.01.     Participant’s  Eligibility for Benefits.  Subject to Section 4.3(b)
hereof,  a Participant  shall be entitled to all or a portion of his Accrued Benefit upon
the first to occur of the following: 




            (a)              termination
of employment with the Employers on or after his attainment of age           sixty-five
(65) (normal retirement);  




            (b)              termination
of employment with the Employers due to a total and permanent           disability (as
defined in Section 4.2 hereof) occurring prior to age sixty-five           (65) and on or
after his completion of five (5) Years of Service (disability           retirement);  




            (c)              termination
of employment with the Employers prior to age sixty-five (65) and on           or after
both his attainment of age sixty (60) and completion of five (5) Years           of
Service (early retirement); or  




            (d)              termination
of employment with the Employers prior to age sixty (60) and on or           after his
completion of five (5) Years of Service (deferred vested           retirement).  




        Section
4.02.     Definition of Total and Permanent Disability. 




            (a)              “Total
and Permanent Disability” means a physical and/or mental           disability which:  




	 	        (i)              results
from bodily or mental injury or disease, whether occupational or
          nonoccupational, while employed by the Employers;  







	 	        (ii)              has
existed for a continuous period of seven (7) consecutive months;  







	 	        (iii)              either
(A) qualifies for disability benefits under the federal Social Security           Act or
(B) is determined by the Administrator, on the basis of medical evidence
          satisfactory to the Administrator, to wholly and permanently prevent the
          Participant from engaging in any occupation or employment for remuneration or
          profit;  







	 	        (iv)              was
not contracted, suffered or incurred while the Participant was engaged in,           or
did not result from his having engaged in, a criminal act involving moral
          turpitude; and  







	 	        (v)              did
not result from addiction to alcohol or narcotics, self-inflicted injury or           act
of war.  







            (b)              In
determining under condition (iii) of subsection (a) of this Section 4.2           whether
a Participant is wholly or permanently prevented from engaging in any
          occupation or employment for remuneration or profit, there shall be excepted
          from consideration:  




8 










	 	        (i)              work
performed pursuant to a medically recommended plan for rehabilitation; and  







	 	        (ii)              work
from which the annual earnings amount to no more than twenty-five percent           (25%)
of his compensation (as defined in Section 1.4 hereof) for the calendar           year
immediately preceding the date that he incurred the disability which is           found
to be a Total and Permanent Disability under this subsection (a) of this
          Section 4.2.  







            (c)              Any
Participant receiving disability retirement benefits hereunder may be           required
to submit to medical examination at any time during retirement prior to           age
sixty-five (65), but not more often than semi-annually, to determine whether           he
is eligible for continuance of the disability retirement benefits hereunder.           If
on the basis of such examination it is found that he no longer has a total           and
permanent disability as defined in subsection (a) of this Section 4.2, his
          disability retirement benefits hereunder shall cease.  




        Section
4.03.     Vesting of Accrued Benefit. 




            (a)              A
Participant who qualifies on his Termination Date for normal, disability or
          early retirement under clause (a), (b) or (c), respectively, of Section 4.1
          hereof shall be one hundred percent (100%) vested in his Accrued Benefit.  




            (b)              A
Participant who qualifies on his Termination Date for deferred vested
          retirement under clause (d) of Section 4.1 hereof shall be vested in his
Accrued           Benefit in accordance with the following schedule:  







	YEARS OF SERVICE	VESTED PERCENTAGE

OF ACCRUED BENEFIT
	
Less than 5	0%
	5	50%
	6	60%
	7	70%
	8	80%
	9	90%
	10	100%






            (c)              Notwithstanding
subsections (a) and (b) of this Section 4.3 or any other           provision herein to
the contrary, one hundred percent (100%) of the entire           amount of a Participant’s
Accrued Benefit shall be forfeited if the           Administrator determines, in its sole
discretion, as of or subsequent to the           Participant’s Termination Date that
either or both of the following events           shall have occurred:  




	 	        (i)              The
Participant engaged in misconduct with respect to his employment with the
          Employers which shall include, but not be limited to by way of enumeration,
          theft, embezzlement, dishonesty, fraud, malfeasance, misappropriation,
divulging           trade secrets or confidential business information, conspiracy
against any           Employer, refusal of a work assignment by his Employer or assisting
a competitor           of any Employer; and/or  








9 









	 	        (ii)              During
the one (1) year period immediately following the Participant’s
          Termination Date, the Participant takes employment with, becomes a consultant
to           or otherwise engages in a business competitive with any business of any
Employer           within Wisconsin, any state contiguous thereto or any other state in
which such           Employer does business.  







        Section
4.04. Surviving Spouse Pre-Retirement Death Benefit. In the event a Participant dies
both while employed by the Employers and on or after his completion of five (5) Years of
Service, the Participant’s surviving Spouse, if any, shall be entitled to receive
death benefits hereunder as provided in Section 5.4 hereof.  
















10 










ARTICLE V.
                                    INCOME PLAN BENEFIT AMOUNT AND PAYMENT 



        Section
5.01. Calculation of Accrued Benefit. The Accrued Benefit of any Participant upon
terminating employment with the Employers shall be a monthly benefit equal to the amount
calculated as follows:  




            (a)              fifty
percent (50%) of his Average Monthly Earnings as of his Termination Date,  




minus 



            (b)              fifty
percent (50%) of his Social Security Benefit,  




times 



            (c)              a
fraction, the numerator of which shall be the Participant’s total number
          of Years of Service as of his Termination Date or thirty (30), whichever is
          less, and the denominator of which shall be thirty (30),  




minus 



            (d)              any
applicable Other Benefits.  




        Section
5.02.     Payment to Participants. 




            (a)              The
vested portion (as determined under Section 4.3 hereof) of a           Participant’s
Accrued Benefit calculated under Section 5.1 hereof shall be           payable monthly,
commencing with the month next following the later of (i) the           month during
which the Participant’s Termination Date occurs or (ii) the           date specified
by the Participant in a written application for commencement of           his benefit
payments, which date must be subsequent to the month in which such           application
is received by the Administrator and, except in the case of           disability
retirement under Section 4.1(b) hereof, the month in which he attains           age sixty
(60); provided, however, that benefit payments may not be deferred           beyond the
month next following the month in which the later of the           Participant’s
Termination Date or sixty-fifth (65th) birthday occurs.           Subject to Section 5.3
hereof, the vested portion of a Participant’s           Accrued Benefit shall be
payable for the Participant’s life only and shall           end with the last
payment made prior to his death.  




            (b)              Any
benefit payments to a Participant and his surviving Spouse or other           beneficiary
in a form other than that provided in subsection (a) of this Section           5.2 shall
be adjusted so that their value is the Actuarial Equivalent to the           value of the
Participant’s vested Accrued Benefit, assuming it is paid           monthly in the
form provided in such subsection (a), commencing with the month           next following
the later of his sixty-fifth (65th) birthday or Termination Date.           Any benefits
actually commencing prior to age sixty-five (65) shall be reduced           to reflect
the number of months by which the benefit payment commencement date           precedes
such post-age sixty-five (65) month, with such reduction being           four-tenths of
one percent (0.4%) for each month of the early commencement           period, subject in
the case of a disability retirement under Section 4.1(b)           hereof, a maximum
aggregate reduction of twenty-four percent (24%).  





11 









        Section
5.03.     Optional Methods of Payment. 




            (a)              Prior
to the commencement of his benefit payments hereunder and pursuant to
          procedures established by the Administrator, the Participant may, subject to
          Section 5.2(b) hereof and subsection (d) of this Section 5.3, elect either of
          the following applicable optional methods of payment of the vested portion of
          his Accrued Benefit under Sections 4.3 and 5.1 hereof:  




	 	        (i)              If
a Participant has a Spouse on the date that his benefit payments commence,           the
Participant may receive payment in the form of a Fifty Percent (50%) Joint           and
Survivor Annuity which shall provide a reduced payment to the Participant           for
his lifetime and, upon the Participant’s death, a lifetime monthly           benefit
to his Spouse, if surviving at the time of Participant’s death, in           an
amount equal to fifty percent (50%) of the reduced monthly benefit which had
          been payable to the Participant. The last payment of the Fifty Percent (50%)
          Joint and Survivor Annuity shall be made as of the first day of the month in
          which the death of both the Participant and his Spouse has occurred.  







	 	        (ii)              A
Participant, whether or not he has a Spouse on the date that his benefit
          payments commence, may receive payment in the form of an One Hundred Twenty
          (120) Month Sum Certain Annuity which provides a reduced benefit payable during
          the Participant’s life with the provision that, in the event of his death
          within a period of ten (10) years after his benefit payment commencement date,
          such benefits shall continue to such beneficiary(ies) as the Participant shall
          have designated in writing at the time of his election, for the remainder of
the           ten (10) year period. If no designated beneficiary survives the
Participant, a           single sum payment which is the Actuarial Equivalent of the
remaining payments           shall be made to the estate of the last to survive of the
Participant or his           beneficiary. In the event all designated beneficiaries die
prior to the month           for which benefits hereunder commence, then the Participant’s
election of           this optional annuity form shall not be effective.  







            (b)              A
Participant must file his written election of an optional form of benefit
          payment and a designation of his beneficiary(ies), if any, under subsection (a)
          of this Section 5.3 with the Administrator within ninety (90) days prior to the
          date on which his benefits commence. A Participant’s election of an
          optional form of benefit payment and his beneficiary designation thereunder may
          not be changed after benefit payments have commenced except that a
          Participant’s designation of a beneficiary(ies) under the One Hundred
          Twenty (120) Month Sum Certain Annuity may be changed at any time prior to the
          Participant’s death or prior to the end of the ten (10) year period of
          benefit payment, whichever is earlier.  





12 









            (c)              In
the event that a Participant to whom payment of benefits hereunder has
          commenced is reemployed as a regular, full time employee by an Employer,
benefit           payments hereunder shall be suspended. Such suspension shall be
effective with           the first payment due after the date on which the Participant is
reemployed as a           regular, full time employee by an Employer and shall continue
until the first           day of the month next following the date on which such
employment with the           Employers again terminates. As of the first day of the
month next following the           month in which the suspension ends, the annuity
payments in the amount and form           which the Participant had been receiving shall
recommence. Any additional           benefits to which the Participant may become
entitled as a result of his           reemployment shall be payable at such time and in
such form as may be determined           under other provisions of the Income Plan, with
the recommenced benefit payments           being treated as Other Benefits of the
Participant. The determination of whether           a rehired person is reemployed in a
regular, full time capacity shall be made by           the Administrator.  




            (d)              Upon
termination of a Participant’s employment for any reason other than
          normal, disability or early retirement or death, the Administrator may elect,
at           its sole discretion, to distribute the Actuarial Equivalent present value of
the           Participant’s entire vested Accrued Benefit to such Participant in a
lump           sum. Notwithstanding any provisions to the contrary contained herein, if a
          Participant who receives a lump sum distribution pursuant to this subsection
(d)           is subsequently rehired by an Employer, the amount of any benefit he shall
          become entitled to receive under the Income Plan as a result of his
reemployment           shall be offset by the amount which is the Actuarial Equivalent of
such lump sum           distribution as if such amount were Other Benefits of the
Participant.  




        Section
5.04.     Pre-Retirement Death Benefit. 




            (a)              Subject
to subsection (b) of this Section 5.4, in the event a Participant’s
          surviving Spouse, if any, is eligible for pre-retirement death benefits
pursuant           to Section 4.04 hereof, such Spouse shall be entitled to receive fifty
percent           (50%) of the monthly Joint and Survivor Annuity, determined in
accordance with           Sections 4.3, 5.1 and 5.3(a)(i), that the Participant would
have been entitled           to receive had he terminated employment with the Employers
on the day before his           death.  




            (b)              Payment
of benefits to a surviving Spouse shall commence the month next           following what
would have been the Participant’s sixtieth (60th) birthday           or the
Participant’s date of death, whichever is later, and the amount of           such
payments shall be reduced by four-tenths of one percent (0.4%) for each           month
payments are made prior to the month next following what would have been           the
Participant’s sixty-fifth (65th) birthday, except that such reduction
          shall not be made if the surviving Spouse defers receipt of benefit payments
          until such post-age sixty-five (65) month.  





13 









ARTICLE VI.
                                             FUNDING OF BENEFITS 



        Section
6.01.     Source of Benefit Payment. 




            (a)              Except
as otherwise provided in subsection (c) of this Section 6.1, no funds or           other
assets of the Company or the other Employers shall be segregated and
          attributable to any benefit payments to be made at a later time as hereinabove
          provided, but rather benefit payments under the Income Plan shall be made from
          the general assets of the Company at the time any such payment becomes due and
          payable. Benefit payments under the Income Plan are to be taken as deductions
          for income tax purposes in the Company’s fiscal year that they are
actually           made. No Participant or his Spouse or beneficiary (surviving or
otherwise), if           any, shall have any proprietary rights of any nature whatsoever
with respect to           any benefit payments, unless and until such time a benefit
payment, and then           only as to the amount of such payment, is made to such
Participant or the           surviving Spouse or beneficiaries thereof, as the case may
be.  




            (b)              The
dollar amount of benefits that the Income Plan is obligated to pay to
          Participants pursuant to the provisions contained herein will be recorded as
          part of the Company’s standard accounting procedures.  




            (c)              In
the event that there is a change of control or potential change of control           (as
defined in the Trust document) of the Company, the Company will fund the           Trust
in accordance with the provisions of the Trust document to assure that
          obligations owed to Participants hereunder as of the date of said change shall
          be met; provided, however, that all monies deposited in the Trust shall remain
          subject to the claims of the Company’s general creditors.  













14 











ARTICLE VII.
                                             OTHER PROVISIONS 



        Section
7.01. Administration of the Income Plan. The Income Plan shall be administered by the
Administrator who shall have all such powers that may be necessary to carry out the
provisions of the Income Plan in the absence of any action by the Board, including
without limitation, the power to delegate administrative matters to other persons, to
amend, construe and interpret the Income Plan, to adopt and revise rules, regulations and
forms relating to and consistent with the Income Plan’s terms and to make any other
determinations which it deems necessary or advisable for the implementation and
administration of the Income Plan; provided, however, that the right and power to amend
the Income Plan’s Accrued Benefit calculation formula and vesting requirements
and/or to terminate the Income Plan are reserved exclusively to the Board. Subject to the
foregoing, all decisions and determinations by the Administrator shall be final, binding
and conclusive as to all parties, including without limitation any Employer, any
Participant, any Spouse or other beneficiary of a Participant, all other Executives and
employees of the Employers and all other persons.  




        Section
7.02. Non-Alienation of Payments. Any benefits payable under the Income Plan shall
not be subject in any manner to alienation, sale, transfer, assignment, pledge,
attachment, garnishment or encumbrance of any kind, by will, or by inter vivos
instrument. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber
any such benefit payment, whether currently or thereafter payable, shall not be
recognized by the Administrator or any Employer. Any benefit payment due hereunder shall
not in any manner be liable for or subject to the debts or liabilities of any Participant
or the surviving Spouse or beneficiary thereof, as the case may be. If any such
Participant, surviving Spouse or beneficiary shall attempt to alienate, sell, transfer,
assign, pledge or otherwise encumber any benefit payments to be made to that person under
the Income Plan or any part thereof, or if by reason of such person’s bankruptcy or
other event happening at any time, such payments would devolve upon anyone else or would
not be enjoyed by such person, then the Administrator, in its sole discretion, may
terminate such person’s interest in any such benefit payment, and hold or apply it
to or for the benefit of that person, the Spouse, children, or other dependents thereof,
or any of them, in such manner as the Administrator may deem proper.  




        Section
7.03. Incompetency. Every person receiving or claiming benefit payments under the
Income Plan shall be conclusively presumed to be mentally competent and age of majority
until the date on which the Administrator receives a written notice, in a form and manner
acceptable to the Administrator, that such person is incompetent and/or a minor and that
a guardian, conservator, or other person legally vested with the care of his estate has
been appointed. In the event a guardian or conservator of the estate of any person
receiving or claiming benefit payments under this Income Plan shall be appointed by a
court of competent jurisdiction, payments may be made to such guardian or conservator;
provided that proper proof of appointment and continuing qualification is furnished in a
form and manner acceptable to the Administrator. Any such payment so made shall be a
complete discharge of any liability therefor.  




15 










        Section
7.04. Limitation of Rights Against the Employers. Participation in the Income Plan,
or any modifications thereof, or the payments of any benefits hereunder, shall not be
construed as giving to any Participant any right to be retained in the service of any
Employer, limiting in any way the right of any Employer to terminate such Participant’s
employment at any time, evidencing any agreement or understanding express or implied,
that any Employer will employ such Participant in any particular position or at any
particular rate of compensation and/or guaranteeing such Participant any right to receive
any other form or amount of remuneration from any Employer.  




        Section
7.05. Liability. Neither the Employers nor any shareholder, director, officer or
other employee of any Employer or the Administrator or any other person shall be jointly
or severally liable for any act or failure to act hereunder, except for gross negligence
or fraud.  




        Section
7.06. Amendment or Termination of the Income Plan. The Company, by action of the
Board or the Administrator, as applicable, reserves the right to amend, modify, terminate
or discontinue the Income Plan at any time; and such action shall be final, binding and
conclusive as to all parties, including any Participant hereunder, any surviving Spouse
or beneficiary thereof and all other Executives, employees and persons; provided,
however, that any such action by the Board or the Administrator, as applicable, to
terminate or discontinue the Income Plan or to change the monthly payment amount or the
time and manner of payment thereof as then provided in the Income Plan shall not be
effective and operative unless and until written consent thereto is obtained from each
Participant affected by such action or, if any such Participant is not then living, from
the surviving Spouse or beneficiary thereof, as the case may be.  























16