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EMPLOYEE STOCK OWNERSHIP PLAN

ALFALFA'S, INC.
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TABLE OF CONTENTS

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PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I - Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Affiliated Entity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 "Alternate Payee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 "Annual Addition" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 "Break in Service" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.6 "Committee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.7 "Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.8 "Company Contributions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.9 "Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.10 "Covered Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.11 "Determination Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.12 "Determination Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.13 "Disability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.14 "Dollar Limitation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.15 "Domestic Relations Order" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.16 "Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.17 "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.18 "Employer Securities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.19 "ERISA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.20 "Family Group" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.21 "Family Member" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.22 "Five-Percent Owner" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.23 "Highly Compensated Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.24 "Hour of Service" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.25 "Key Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.26 "Limitation Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.27 "Look-Back Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.28 "Non-Highly Compensated Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.29 "Non-Key Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.30 "Normal Retirement Age" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.31 "Participant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.32 "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.33 "Qualified Domestic Relations Order ("QDRO")" . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.34 "Qualified Election Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.35 "Qualified Participant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.36 "Required Beginning Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

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1.37 "Spouse" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.38 "Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.39 "Taxable Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.40 "Top-Paid Group" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.41 "Total Distribution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.42 "Valuation Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.43 "Year of Service" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE II - Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.1 Participation - Required Service - Minimum Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.2 Break in Covered Employee Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.3 Enrollment - Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.4 Voluntary Non-Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.5 Absences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE III - Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.1 Company Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.2 Return of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.3 Limitation on Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE IV - Interests in the Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.1 Participants' Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.2 Valuation of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.3 Allocation of Increase or Decrease in Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.4 Allocation of Company Contributions and Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE V - Amount of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.1 Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.2 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.3 Restoration of Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.4 Method of Forfeiture Restoration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.5 Allocation of Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.6 Credits for Pre-Break Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.7 Transfers - Portability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.8 Reemployment - Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE VI - Distribution of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.1 Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.2 Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.3 Distributable Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.4 Manner of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.5 Time of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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6.6 Separate Accounting for Distributable Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VII - Withdrawals and Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.1 Hardship Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VIII - Allocation of Responsibilities - Named Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.1 No Joint Fiduciary Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.2 The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.3 The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.4 The Committee - Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.5 Committee to Construe Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.6 Organization of Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.7 Agent for Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.8 Indemnification of Committee Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE IX - Trust Agreement - Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.1 Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.2 Expenses of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.3 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE X - Termination and Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.1 Termination of Plan or Discontinuance of Contributions . . . . . . . . . . . . . . . . . . . . . . . . 29
10.2 Allocations upon Termination or Discontinuance of Company Contributions . . . . . . . . . . . . . . . 29
10.3 Procedure Upon Termination of Plan or Discontinuance of Contributions . . . . . . . . . . . . . . . . 29
10.4 Amendment by Alfalfa's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
10.5 Amendment to Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE XI - Special Provisions Regarding Company Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.1 Special Distribution and Payment Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.2 Put Option Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
11.3 Diversification of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
11.4 Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
11.5 Investment of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.6 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.7 Voting of Company Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.8 Company Stock to Be Subject to Certain Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.9 Valuation of Company Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.10 Distribution of Cash or Company Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.11 Buy Sell Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

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ARTICLE XII - Company Stock Purchased With Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
12.1 Prohibition Against Non-Exempt Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
12.2 Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
12.3 Allocation to Accounts of Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
12.4 Non-Terminable Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE XIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
13.1 Adoption of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
13.2 Agent of Affiliated Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
13.3 Disaffiliation and Withdrawal from Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
13.4 Effect of Disaffiliation or Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
13.5 Distribution Upon Disaffiliation or Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE XIV - Top-Heavy Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
14.1 Application of Top-Heavy Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
14.2 Determination of Top-Heavy Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
14.3 Special Vesting Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.4 Special Minimum Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
14.5 Change in Top-Heavy Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE XV - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.1 Right to Dismiss Employees - No Employment Contract . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.2 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
15.3 Source of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.4 Exclusive Benefit of Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.5 Forms of Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.6 Failure of Any Other Entity to Qualify . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.7 Notice of Adoption of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
15.8 Plan Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
15.9 Inalienability of Benefits - Domestic Relations Orders . . . . . . . . . . . . . . . . . . . . . . . . 46
15.10 Payments Due Minors or Incapacitated Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.11 Uniformity of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.12 Disposition of Unclaimed Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.13 Pronouns: Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.14 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

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EMPLOYEE STOCK OWNERSHIP PLAN
OF
ALFALFA'S, INC.

PREAMBLE

Natural Horizons, Inc., a Colorado corporation ("NHI"), established an
Employee Stock Ownership Plan (the "Plan") effective July 1, 1985. NHI
concurrently established a trust (the "Trust") as part of the Plan. Subsequent
to the adoption of the Plan by NHI, Alfalfa's, Inc., a Colorado corporation
("Alfalfa's"), the parent of NHI and Alfalfa's Boulder, Inc., a Colorado
corporation, adopted the Plan to cover the eligible Employees of Alfalfa's and
its Affiliated Entities (as defined herein) which have adopted or will adopt
the Plan and Trust. Alfalfa's reserved the right and power to amend the Plan,
which it has done from time to time. In the exercise of that right and power,
the Plan is hereby further amended and restated in its entirety, generally
effective June 28, 1993, unless provided otherwise. Any Participant (as
defined herein) in the Plan who is credited with at least one Hour of Service
(as defined herein) after the effective date of this amendment and restatement
shall be subject to the provisions of this Plan as so amended and restated.
Any Participant in the Plan prior to the effective date of this amendment and
restatement who is not credited with an Hour of Service after the effective
date of this amendment and restatement shall continue to be governed by the
provisions of the Plan as in effect immediately prior to the effective date of
this amendment and restatement. The Plan and Trust are intended to comply with
the provisions of the Code (as defined herein) and ERISA (as defined herein)
and to qualify both as a stock bonus plan for all purposes of the Code, and an
employee stock ownership plan under Code section 4975(e)(7).

ARTICLE I
DEFINITIONS

The following words and phrases shall have the meaning set forth
below:

1.1 "Affiliated Entity" means:

(a) for all Sections of the Plan except those listed in
Subsection (b), any corporation or other entity, now or hereafter formed, that
is or shall become affiliated with the Company, either directly or indirectly,
through stock ownership or control, and which is (i) included in the controlled
group of corporations (within the meaning of Code section 1563(a) without
regard to Code section 1563(a)(4) and Code section 1563(e)(3)(C)) in which the
Company is also included; (ii) included in the group of entities (whether or
not incorporated) under common control (within the meaning of Code section
414(c)) in which the Company is also included; (iii) included in an affiliated
service group (within the meaning of Code section 414(m)) in which the Company
is also included; (iv) required to be aggregated with the Company by Code
section 414(o); or (v) affiliated with the Company through stock ownership or
as otherwise determined by the Company.

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(b) for purposes of determining Annual Additions under
Section 1.3, limiting Annual Additions to a Participant's account(s) under
Section 3.3, and construing the defined terms as they are used in Sections 1.3
and 3.3 (such as "Compensation" and "Employee"), the term "Affiliated Entity"
means any Affiliated Entity as determined in Paragraphs (a)(iii) and (a)(iv),
and any entity that would be an Affiliated Entity under Paragraphs (a)(i) and
(a)(ii) if the phrase "more than 50%" were substituted for the phrase "at least
80%" each place it occurs in Code section 1563(a)(1).

1.2 "Alternate Payee" means a Participant's Spouse, former spouse,
child, or other dependent who is recognized by a QDRO as having a right to
receive all, or a portion of, the benefits payable under this Plan with respect
to such Participant.

1.3 "Annual Addition" means the allocations to a Participant's
account(s) for any Limitation Year, as described in detail below.

(a) Annual Additions shall include: (i) Company
Contributions to this Plan and any other defined contribution plan maintained
by the Company or any Affiliated Entity; (ii) after-tax contributions to any
other defined contribution plan maintained by the Company or any Affiliated
Entity; (iii) forfeitures allocated to a Participant's account(s) in this Plan
and any other defined contribution plan maintained by the Company or any
Affiliated Entity (except as provided in Paragraphs (b)(iii) and (b)(vi)
below); (iv) all amounts paid or accrued after December 31, 1985 in Taxable
Years ending after December 31, 1985, to a welfare benefit fund as defined in
Code section 419(e) and allocated to the separate account (under such welfare
benefit fund) of a Key Employee to provide post-retirement medical benefits;
and (v) contributions allocated on the Participant's behalf to any individual
medical account as defined in Code section 415(l)(2).

(b) Annual Additions shall not include: (i) rollover
contributions, made pursuant to Code section 402(a)(5), 403(a)(4), 403(b)(8),
405(d)(3), 408(d)(3), or 409(b)(3)(C) to any other defined contribution plan
maintained by the Company or an Affiliated Entity; (ii) repayments of loans
made to a Participant from a qualified plan maintained by the Company or any
Affiliated Entity; (iii) repayments of forfeitures for rehired Participants, as
described in Code sections 411(a)(7)(B) and 411(a)(3)(D); (iv) direct transfer
of employee contributions from one qualified plan to any other qualified
defined contribution plan maintained by the Company or any Affiliated Entity;
(v) deductible employee contributions within the meaning of Code section
72(o)(5); or (vi) repayments of forfeitures of missing individuals pursuant to
Section 15.12.

1.4 "Break in Service" means a Plan Year in which a Participant
fails to receive credit for more than 500 Hours of Service. A five-year Break
in Service means five consecutive one-year Breaks in Service. A leave of
absence in a non-paid status that is approved in writing by the Company or an
Affiliated Entity shall not constitute a Break in Service for eligibility or
vesting purposes. A leave of absence in a non-paid status that is approved in
writing by the Company shall not constitute a Break in Service for
participation purposes.

1.5 "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations and rulings in effect thereunder from
time to time.

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<PAGE> 8
1.6 "Committee" means the administrative committee provided for in
Section 8.4.

1.7 "Company" means Alfalfa's, any successor thereto, and any
Affiliated Entity that adopts the Plan pursuant to Article XIII.

1.8 "Company Contributions" means all contributions to the Plan
made by the Company pursuant to Section 3.1 for the Plan Year.

1.9 "Compensation" means:

(a) Prior Years' Code Section 415 Compensation,
Inclusions. Effective for Limitation Years ending before June 25, 1990, for
purposes of determining the limitation on Annual Additions under Section 3.3
and the minimum contribution under Section 14.4 when the Plan is top-heavy,
Compensation shall include the following amounts:

(i) the Employee's wages, salaries, fees for
professional services and other amounts received for personal
services actually rendered in the course of employment with the
Company or an Affiliated Entity to the extent that the amounts are
includable in gross income, including overtime, commissions,
compensation based on profits, tips, bonuses, fringe benefits,
reimbursements and expense allowances under a non-accountable plan as
described in Treasury Regulation section 1.62-2(c), all foreign earned
income as defined in Code section 911(b) (whether or not excludable
from gross income under Code section 911), and any amounts that are
excluded from income under Code sections 931 or 933;

(ii) health benefits described in Code sections
104(a)(3), 105(a) and 105(h) to the extent that such amounts are
includable in the Employee's gross income;

(iii) amounts paid or reimbursed by the Company or
an Affiliated Entity for moving expenses incurred by the Employee, to
the extent that, at the time of payment, it is reasonable to believe
that such amounts are not deductible by the Employee under Code
section 217;

(iv) the value of a non-qualified stock option
granted to the Employee by the Company or an Affiliated Entity, to
the extent that the value of the option is includable in the
Employee's gross income for the taxable year in which the option is
granted;

(v) the amount includable in the Employee's gross
income upon making the election described in Code section 83(b); and

(vi) any amounts received by the Employee,
pursuant to an unfunded non-qualified plan, in the year such amounts
are includable in the Employee's gross income.

(b) Prior Years' Code Section 415 Compensation,
Exclusions. Effective for Limitation Years ending before June 25, 1990, for
purposes of determining the limitations on Annual

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<PAGE> 9
Additions under Section 3.3 and the minimum contribution under Section 14.4
when the Plan is top-heavy, Compensation shall not include the following items:

(i) contributions made by the Company or an
Affiliated Entity to a plan of deferred compensation, to the extent
that, before the application of the limitations of Code section 415 to
such plan, such contributions are not includable in the gross income
of the Employee for the taxable year in which such contributions were
contributed;

(ii) contributions made by the Company or an
Affiliated Entity on behalf of an Employee to a simplified employee
pension plan described in Code section 408(k), to the extent that such
contributions are not includable in the Employee's gross income;

(iii) any distributions from a plan of deferred
compensation, regardless of whether such amounts are includable in the
gross income of the Employee;

(iv) amounts realized from the exercise of a
non-qualified stock option;

(v) amounts realized when restricted stock or
property held by the Employee becomes freely transferable or is no
longer subject to a substantial risk of forfeiture, as described in
Code section 83;

(vi) amounts realized from the sale, exchange, or
other disposition of stock acquired under an incentive stock option;

(vii) other amounts that receive special tax
benefits, including premiums for group term life insurance, to the
extent that the premiums are not includable in the Employee's gross
income; and

(viii) contributions made by the Company or an
Affiliated Entity (whether or not pursuant to a salary reduction
agreement) towards the purchase of an annuity described in Code
section 403(b) (whether or not such contributions are excludable from
the gross income of the Employee).

(c) Subsequent Years' Code Section 415 Compensation.
Effective for Limitation Years beginning on or after June 25, 1990, for
purposes of determining the limitation on Annual Additions under Section 3.3
and the minimum contribution under Section 14.4 when the Plan is top-heavy,
Compensation shall mean those amounts reported as "wages, tips, other
compensation" on Form W-2 by the Company or an Affiliated Entity, excluding
amounts paid or reimbursed by the Company or an Affiliated Entity for moving
expenses incurred by an Employee to the extent that it is reasonable to believe
at the time of payment that such amounts are deductible by the Employee under
Code section 217.

(d) Code Section 415 Compensation, Other Rules. For
purposes of Section 3.3, Compensation shall be measured over a Limitation Year.
For purposes of Section 14.4, Compensation shall be measured over that portion
of a Plan Year (i) after the Employee has satisfied

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<PAGE> 10
any eligibility requirement of Section 2.1 and (ii) while the Employee is a
Covered Employee. For Plan Years or Limitation Years beginning before June 24,
1991, Compensation shall include amounts paid to or accrued by the Employee.
For Plan Years or Limitation Years beginning on or after June 24, 1991,
Compensation shall include amounts paid to the Employee, but shall not include
any additional amounts accrued by the Employee (except for de minimis amounts
earned but not paid because of the timing of pay periods, as provided in the
regulations under Code section 415).

(e) Code Section 414(q) Compensation. For purposes of
identifying Highly Compensated Employees and Key Employees under Sections 1.23,
1.25, and 1.40, Compensation shall mean those amounts reported as "wages, tips,
other compensation" on Form W-2 by the Company or an Affiliated Entity, and
elective contributions that are not includable in the Employee's income
pursuant to Code sections 125, 402(a)(8), 402(h), or 403(b). Nevertheless,
Compensation shall exclude amounts paid or reimbursed by the Company or an
Affiliated Entity for moving expenses incurred by an Employee to the extent
that it is reasonable to believe at the time of payment that such amounts are
deductible by the Employee under Code section 217. For purposes of identifying
Key Employees, Compensation shall be measured over a Plan Year; for purposes of
identifying Highly Compensated Employees, Compensation shall be measured over a
Determination Year or Look-Back Year, whichever is applicable.

(f) Benefit Compensation. For purposes of determining
and allocating Company Contributions under Subsection 3.1(a) and Section 4.4,
Compensation shall mean:

(i) Effective from June 25, 1990 through June 23,
1991, an Employee's base weekly cash compensation paid to an Employee
by the Company for services rendered to the Company, together with
overtime, but excluding expense allowances or reimbursements,
management bonuses, Contributions under this Plan or any other
retirement or life insurance program, or under any health or welfare
plan, maintained by the Company to the extent that such Contributions
are not included in the Employee's gross income for federal income tax
purposes.

(ii) Effective June 24, 1991, the amounts reported
as "wages, tips, other compensation" on Form W-2 by the Company, plus
elective contributions that are not includable in the Employee's
income pursuant to Code sections 125, 402(a)(8), 402(h), 403(b),
414(h)(2), or 457(b). Notwithstanding the foregoing, Compensation
shall exclude reimbursements and other expense allowances, fringe
benefits, moving expenses, deferred compensation, and welfare
benefits. In addition, Compensation shall exclude management bonuses
paid only to Highly Compensated Employees. Compensation shall be
measured over that portion of a Plan Year after the Employee has
satisfied the eligibility requirements of Subsection 2.1(a) and while
the Employee is a Covered Employee.

(g) Limit on Compensation. For purposes of calculating
the minimum contribution required in top-heavy years under Subsections (a),
(b), (c), and (d), and for purposes of calculating the maximum allocation of
Company Contributions under Subsection (f), the Compensation taken into account
for the appropriate time period shall not exceed the compensation

5
<PAGE> 11
limit in effect for the calendar year in which the time period begins. The
compensation limit is $200,000 (as adjusted by the Secretary of Treasury).

1.10 "Covered Employee" means any Employee of the Company except
for:

(a) A leased employee within the meaning of Code section
414(n)(2);

(b) A non-resident alien who either (i) receives no
earned income (within the meaning of Code section 911(d)(2)) from the Company
or any Affiliated Entity that constitutes income from sources within the United
States (within the meaning of Code section 861(a)(3)) or (ii) receives earned
income from the Company or an Affiliated Entity that constitutes income from
sources within the United States, but such income is exempt from United States
income tax by an income tax treaty or convention; and

(c) An Employee included in a unit of Employees covered
by a collective bargaining agreement that does not provide for such Employee's
participation in the Plan, provided that retirement benefits were the subject
of good faith bargaining during the negotiation of such collective bargaining
agreement.

1.11 "Determination Date" means, with respect to each Plan Year,
the last day of the preceding Plan Year; provided however, that, in the case of
the first Plan Year of the Plan, the Determination Date shall be the last day
of such Plan Year.

1.12 "Determination Year" means the Plan Year.

1.13 "Disability" means a physical or mental condition of an
Employee of the Company or an Affiliated Entity that, in the judgment of the
Committee based upon medical reports and other evidence satisfactory to the
Committee, presumably permanently prevents him from satisfactorily performing
his usual duties for the Company or the Affiliated Entity or the duties of such
other position or job that the Company or any Affiliated Entity makes available
to him and for which such Employee is qualified by reason of his training,
education, or experience.

1.14 "Dollar Limitation" means $30,000 or, if greater, one-fourth
of the defined benefit dollar limitation set forth in Code section
415(b)(1)(A), as adjusted by the Secretary of the Treasury.

1.15 "Domestic Relations Order" means any judgment, decree or order
(including approval of a property settlement agreement) issued by a court of
competent jurisdiction that relates to the provision of child support, alimony
payments, or marital property rights to a Spouse, former spouse, child, or
other dependent of the Participant and is made pursuant to a state domestic
relations law (including a community property law).

1.16 "Effective Date" means the original effective date of this
Plan, July 1, 1985.

1.17 "Employee" means each individual who performs services for the
Company or an Affiliated Entity and whose wages are subject to withholding by
the Company or an Affiliated

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<PAGE> 12
Entity. The term "Employee" shall also include leased employees within the
meaning of Code section 414(n)(2); however, if leased employees constitute 20%
or less of the Non-Highly Compensated Employees of the Company and any
Affiliated Entities, the term "Employee" shall not include any leased employee
covered by a qualified plan described in Code section 414(n)(5)(B) that is
maintained by the leased employee's employer.

1.18 "Employer Securities" means stock described in Code section
4975(e)(8) and in Treasury Regulation section 54.4975-12.

1.19 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the regulations and rulings in effect thereunder from
time to time.

1.20 "Family Group" means:

(a) for purposes of Subsections 1.21(a) and 1.21(e), a
Five-Percent Owner or one of the ten most highly paid Highly Compensated
Employees of the Company or an Affiliated Entity, such Employee's Spouse, and
such Employee's descendants under the age of 19; and

(b) for purposes of Subsections 1.21(b), 1.21(c), and
1.21(d), a Five-Percent Owner or one of the ten most highly paid Highly
Compensated Employees of the Company or an Affiliated Entity, and such
Employee's Spouse, lineal ascendants, descendants, and the spouses of any such
lineal ascendants or descendants.

1.21 "Family Member" means an Employee who is a member of a Family
Group. An Employee who is a member of a Family Group described in Subsection
1.20(a) during any day of a Plan Year shall be considered a Family Member for
the entire Plan Year. An Employee who is a member of a Family Group described
in Subsection 1.20(b) during any day of a Determination Year or Look-Back Year
shall be considered a Family Member for the entire Determination Year or
Look-Back Year. The special rules relating to Family Members are described
below.

(a) The Compensation of the Family Members in one Family
Group is aggregated, and the combined Compensation of such Family Members is
limited to $200,000 (as adjusted by the Secretary of the Treasury) for the
purposes described in Subsection 1.9(g).

(b) The term "Highly Compensated Employee" shall include
the Highly Compensated Employee (as determined in Section 1.23) and, if the
Highly Compensated Employee is a Five-Percent Owner or one of the ten most
highly paid Highly Compensated Employees of the Company or any Affiliated
Entity, the term shall also include any Family Member within the same Family
Group. The Employees who are among the ten most highly paid Highly Compensated
Employees, the Employees who are among the 100 most highly paid Employees, and
the Employees who are members of the Top-Paid Group, shall be determined before
the aggregation rule of the preceding sentence is applied.

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<PAGE> 13
(d) If two or more Family Members of one Family Group are
entitled to an allocation of Company Contributions under Section 4.4, the
Compensation of the Family Members is aggregated and limited to $200,000 (as
adjusted by the Secretary of the Treasury), and the allocation of the Family
Group is based on aggregated Compensation. Each Family Member shall receive a
share of the Family Group's allocation in proportion to his Compensation.

1.22 "Five-Percent Owner" means:

(a) With respect to a corporation, any individual who
owns (either directly or indirectly according to the rules of Code section 318)
more than 5% of the value of the outstanding stock of the corporation or stock
possessing more than 5% of the total combined voting power of all stock of the
corporation.

(b) With respect to a non-corporate entity, any
individual who owns (either directly or indirectly according to rules similar
to those of Code section 318) more than 5% of the capital or profits interest
in the entity.

An individual shall be a Five-Percent Owner for a particular year if such
individual is a Five-Percent Owner at any time during such year.

1.23 "Highly Compensated Employee" means:

(a) Any Employee who performs service for the Company or
an Affiliated Entity during the Determination Year and who, during the
Look-Back Year: (i) received Compensation from the Company and Affiliated
Entities in excess of $75,000 (as adjusted by the Secretary of the Treasury);
(ii) received Compensation from the Company and Affiliated Entities in excess
of $50,000 (as adjusted by the Secretary of the Treasury) and was a member of
the Top-Paid Group; or (iii) was an officer of the Company or an Affiliated
Entity and received Compensation greater than 50% of the dollar limitation in
effect under Code section 415(b)(1)(A).

(b) Employees who are both (i) described in Paragraph
(a)(i), (a)(ii), or (a)(iii) above when the words "Determination Year" are
substituted for the words "Look-Back Year" and (ii) one of the 100 most highly
paid Employees during the Determination Year.

(d) If no officer has Compensation in excess of 50% of
the limit described in Paragraph (a)(iii) above, the highest paid officer for
such year shall be treated as a Highly Compensated Employee.

(e) For purposes of determining Highly Compensated
Employees under Paragraph (a)(iii), the number of officers shall be limited to
50 (or, if lesser, the greater of three or 10% of all Employees, excluding
those Employees who may be excluded in determining the Top-Paid Group).

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<PAGE> 14
(f) Notwithstanding the above, if the Company and
Affiliated Entities maintained significant business activities in at least two
significantly separate geographic areas during the Look-Back Year or the
Determination Year, Alfalfa's may elect, in its sole discretion, to identify
Highly Compensated Employees using the simplified method described in Code
section 414(q)(12). Under this method, Highly Compensated Employees are
identified using the method described in Subsections (a) through (e) above,
with the following modifications: (i) the amount "$75,000" in Paragraph (a)(i)
is replaced by the amount "$50,000"; (ii) Paragraph (a)(ii) is deleted; and
(iii) the reference in Subsection (b) to Paragraph (a)(ii) is ignored.

1.24 "Hour of Service" means:

(a) Each hour for which an Employee is paid or entitled
to payment by the Company or an Affiliated Entity for the performance of duties
for the Company or an Affiliated Entity during the applicable computation
period. Hours of Service under this Subsection shall be credited to the
Employee for the computation period or periods in which the duties are
performed, regardless of when the Employee is paid for such duties.

(b) Each hour for which an Employee is paid or entitled
to payment by the Company or an Affiliated Entity on account of a period of
time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
incapacity (including Disability), layoff, jury duty, military duty or leave of
absence. Hours of Service under this Subsection shall be credited to the
Employee for the computation period or periods in which the period during which
no duties are performed occurs, beginning with the first unit of time to which
the payment relates. Notwithstanding the preceding sentence:

(i) No more than 501 Hours of Service shall be
credited under this Subsection to an Employee on account of any
single continuous period during which the Employee performs no duties
(whether or not such period occurs in a single computation period);

(ii) An hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period during
which no duties are performed shall not be credited to the Employee if
such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation,
unemployment compensation, or disability insurance laws; and

(iii) Hours of Service shall not be credited for a
payment that solely reimburses an Employee for medical or medically
related expenses incurred by the Employee. For purposes of this
Subsection a payment shall be deemed to be made by or due from the
Company or an Affiliated Entity regardless of whether such payment is
made by or due from the Company or Affiliated Entity directly, or
indirectly through, among others, a Trust Fund, or insurer, to which
the Company or Affiliated Entity contributes or pays premiums and
regardless of whether contributions made or due to the Trust Fund,
insurer or other entity are for the benefit of particular Employees or
are on behalf of a group of Employees in the aggregate.

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<PAGE> 15
(c) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the Company or an
Affiliated Entity. Hours of Service under this Subsection 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. The same Hours of Service shall not be credited
both under this Subsection and either Subsection (a) or Subsection (b).

(d) In the case of each Employee who is absent from work
for any period by reason of the pregnancy of the Employee, by reason of the
birth of a child of the Employee, by reason of the placement of a child with
the Employee in connection with the adoption of such child by such Employee, or
for purposes of caring for such child for a period beginning immediately
following such birth or placement, the Plan shall treat as Hours of Service,
solely for purposes of determining whether a one-year Break in Service has
occurred for purposes of vesting and participation (but not for purposes of
benefit accrual), the following hours: (i) the Hours of Service that otherwise
would normally have been credited to such Employee but for such absence, or
(ii) in any case in which the Plan is unable to determine the hours described
in Paragraph (d)(i), eight Hours of Service per day of such absence, provided,
however, that the total number of hours treated as Hours of Service under this
Subsection shall not exceed 501 Hours of Service. The hours described in this
Subsection shall be treated as Hours of Service only in the year in which the
absence from work begins, if an Employee would be prevented from incurring a
one-year Break in Service in such year solely because the period of absence is
treated as Hours of Service as provided in this Subsection, or in any other
case, in the immediately following year. For purposes of this Subsection, the
term "year" means the period used in computing a Break in Service.
Notwithstanding the foregoing, the Committee may determine that no credit will
be given pursuant to this Subsection unless the Employee furnishes to the
Committee such timely information as the Committee may reasonably require to
establish that the absence from work is for reasons referred to in the first
sentence of this Subsection and the number of days for which there was such an
absence.

(e) For purposes of calculating the Hours of Service to
be credited to periods during which no duties are performed and determining the
computation periods to which hours shall be credited, the rules set forth in
Subsections (b) and (c) of Department of Labor Regulation section 2530.200b-2
are hereby incorporated by reference as though such provisions were fully set
forth at this point.

(f) In the case of an Employee for whom no time records
are kept by the Company, credit for service shall be given at the rate of ten
Hours of Service for each day during which the Employee is employed by the
Company.

1.25 "Key Employee" means an individual described in Code section
416(i) and the regulations promulgated thereunder.

1.26 "Limitation Year" means, for purposes of Plan Years ending on
or before June 27, 1993, the Plan Year for purposes of Code section 415.
Effective June 28, 1993, the Limitation Year

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<PAGE> 16
means the calendar year for purposes of Code Section 415. Notwithstanding the
foregoing, the period commencing June 28, 1993 and ending on December 31, 1993
shall be a Limitation Year and the limitations provided by Code section 415
shall be prorated for such short Limitation Year in accordance with the
regulations promulgated under Code section 415.

1.27 "Look-Back Year" means the twelve months immediately preceding
the Determination Year.

1.28 "Non-Highly Compensated Employee" means an Employee of the
Company or an Affiliated Entity who is neither a Highly Compensated Employee
nor a Family Member.

1.29 "Non-Key Employee" means any Employee who is not a Key
Employee.

1.30 "Normal Retirement Age" means age 65.

1.31 "Participant" means any individual with an account balance
under the Plan except beneficiaries and Alternate Payees. The term
"Participant" shall also include any Covered Employee who has satisfied the
eligibility requirements of Section 2.1, but who does not yet have an account
balance.

1.32 "Plan Year" means the 12-month period on which the records of
the Plan are kept, which shall be the Taxable Year of Alfalfa's which is the
52/53 week period ending on the last Sunday in June of each year.

1.33 "Qualified Domestic Relations Order ("QDRO")" means a Domestic
Relations Order that creates or recognizes the existence of an Alternate
Payee's right to, or assigns to an Alternate Payee the right to, receive all or
a portion of the benefits payable with respect to a Participant under the Plan
and with respect to which the requirements of Subsection 15.9(c) are met.

1.34 "Qualified Election Period" means the five Plan Year period
beginning with the later of (a) the Plan Year after the Plan Year in which the
Participant attains age 55; or, (b) the Plan Year after the Plan Year in which
the Participant first becomes a Qualified Participant.

1.35 "Qualified Participant" means a Participant who has attained
age 55 and who has completed at least 10 years of participation.

1.36 "Required Beginning Date" means:

(a) for a Participant who attains age 70-1/2 after
December 31, 1987, April 1 of the calendar year following the calendar year in
which the Participant attains age 70-1/2;

(b) for a Participant who attains age 70-1/2 before
January 1, 1988, and is not a "five-percent owner" (as defined below), April 1
of the calendar year following the later of (i) the

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<PAGE> 17
calendar year in which the Participant attains age 70-1/2, or (ii) the calendar
year in which the Participant retires;

(c) for a Participant who attains age 70-1/2 during
calendar year 1988 and is not a "five-percent owner" (as defined below), April
1, 1990; and

(d) for a Participant who attains age 70-1/2 before
January 1, 1988, and is a "five-percent owner" (as defined below), April 1 of
the calendar year following the later of (i) the calendar year in which the
Participant attains age 70-1/2, or (ii) the earlier of (A) the calendar year
with or within which ends the Plan Year in which the Participant becomes a
"five-percent owner," or (B) the calendar year in which the Participant
retires.

For purposes of this Section only, a "five-percent owner" means any individual
who is a Five-Percent Owner at any time subsequent to the Plan Year ending
within the calendar year in which such individual attains age 65-1/2.

1.37 "Spouse" means the individual to whom a Participant is
lawfully married according to the law of the state of the Participant's
domicile on any of the following dates, as applicable: the date of the
Participant's death, the date any election is filed pursuant to Article VI, or
the date the Participant's benefits commence. A former Spouse of a Participant
shall have no interest in this Plan, except as provided in a QDRO or in a
beneficiary designation form executed by the Participant after the Spouse had
become a former Spouse.

1.38 "Stock" means the Company's $.01 par value Class A Common
Stock or Class B Common Stock, which Stock shall have a combination of voting
power and dividend rights equal to or in excess of (a) that class of common
stock of the Company having the greatest voting power, and (b) that class of
common stock of the Company having the greatest dividend rights.

1.39 "Taxable Year" means the accounting period of the Company for
federal income tax purposes.

1.40 "Top-Paid Group" means the top 20% of Employees ranked on the
basis of Compensation received during a Determination Year or Look-Back Year.
For purposes of determining the number of Employees in the Top-Paid Group, the
following Employees may be excluded:

(a) any Employee who has not completed six months of
service before the end of the applicable year;

(b) any Employee who normally works less than 17-1/2
hours per week, as defined in the regulations under Code section 414(q);

(c) any Employee who normally works less than six months
during the applicable year, as defined in the regulations under Code section
414(q);

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<PAGE> 18
(d) any Employee who has not attained age 21 before the
end of the applicable year; and

(e) any Employee who is a non-resident alien and who
receives no earned income (within the meaning of Code section 911(d)(2)) from
the Company or any Affiliated Entity that constitutes income from sources
within the United States (within the meaning of Code section 861(a)(3)) during
the applicable year.

Notwithstanding the foregoing, Alfalfa's may elect, on a consistent and uniform
basis, to modify the permissible exclusions set forth above by substituting any
shorter period of service or lower age. Alfalfa's may elect to include all
Employees in determining the Top-Paid Group.

1.41 "Total Distribution" means a distribution to a Participant or
a Participant's beneficiary, within one taxable year of such recipient, of the
entire balance to the credit of the Participant.

1.42 "Valuation Date" means the last day of each Plan Year and any
other dates as specified in Section 4.2 as of which the assets of the Trust
Fund are valued at fair market value and as of which the increase or decrease
in the net worth of the Trust Fund is allocated among the Participants'
accounts.

1.43 "Year of Service" means a Plan Year in which an Employee has
at least 1,000 Hours of Service. For purposes of eligibility under Section 2.1
and vesting under Section 5.1, Years of Service prior to the Effective Date
shall be included. Years of Service shall accrue while an Employee is on an
approved leave of absence; however, unless the Employee is absent because of
military service or jury duty, the Employee shall not be credited with more
than six months of service (or such longer period of service as satisfies the
safe-harbor rule in the regulations under Code section 401(a)(4)) towards his
Years of Service while he is absent. In computing service for vesting purposes
for years prior to this Amendment and Restatement, if an Employee would receive
greater credit under the terms of the Plan as in effect on the day prior to
this amendment and restatement than under the current provisions of this Plan,
his vesting service prior to the date of this Amendment and Restatement shall
be determined under the terms of the Plan as in effect on the day prior to this
amendment and restatement. For rehired Employees, Years of Service for vesting
purposes shall be calculated according to the rules in Section 5.6.

ARTICLE II
PARTICIPATION

2.1 Participation - Required Service - Minimum Age.

Each Covered Employee who has fulfilled the requirements of this
Section as of June 25, 1990, shall be eligible to participate in the Plan as of
June 25, 1990. Each other Covered Employee shall be eligible to participate in
the Plan as of the the first day of the first Plan Year during which the
Employee has attained age 18 and receives credit for 1,000 or more Hours of
Service. If earlier,

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each Covered Employee shall be eligible to participate in the Plan upon the
earlier of the first day of the Plan Year or first day of the seventh month of
the Plan Year coincident with or next following the date he first satisfies the
following conditions:

(a) he attains age 18; and

(b) he completes either (i) a 12-consecutive-month period
of employment with the Company or an Affiliated Entity beginning with the date
he first performed an Hour of Service during which he is credited with 1,000 or
more Hours of Service, or (ii) one Year of Service.

2.2 Break in Covered Employee Status.

A Covered Employee who had satisfied the age and service requirements
of Section 2.1 before ceasing to be a Covered Employee, and who later becomes a
Covered Employee again, shall immediately be eligible to participate in the
Plan.

2.3 Enrollment - Procedure.

Each Covered Employee who has satisfied the eligibility requirements
of Section 2.1 shall fill out and sign an enrollment form supplied by the
Committee (and any other forms the Committee may require) and return such
form(s) to the Committee. The form(s) shall include, among other information,
the address and date of birth of the Covered Employee, and the name, address,
and date of birth of each beneficiary of the Covered Employee.

2.4 Voluntary Non-Participation.

A Covered Employee may elect to not participate in the Plan for any
Plan Year by filing with the Committee a written notice of non-participation.
A new election shall be required for each year of non-participation. Such
election may be made retroactively, but not for any period during which a
benefit has accrued to the Covered Employee. Upon the expiration of his period
of non-participation, the Covered Employee, if he has satisfied the
requirements of Subsection 2.1, shall immediately be eligible to participate in
the Plan. A Covered Employee who has elected to not participate in the Plan
for a Plan Year shall not thereafter, by revocation of election or otherwise,
be entitled to receive an allocation of Company Contributions for such year.
The operation of this Section may be suspended in whole or in part by the
Committee if it determines, upon advice of counsel, that voluntary
non-participation may endanger the tax-qualified status of the Plan.

2.5 Absences.

A leave of absence in a non-paid status approved in writing by the
Company or an Affiliated Entity shall not constitute a termination of
employment for eligibility or vesting purposes. A leave of absence in a
non-paid status approved in writing by the Company shall not constitute a
termination of employment for participation purposes.

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ARTICLE III
CONTRIBUTIONS

3.1 Company Contributions.

(a) Type of Contribution. For each Plan Year, the
Company shall contribute to the Trust Fund such amount of Company
Contributions, if any, as may be authorized by the Company. Such contributions
shall either be contributions made to pay interest and/or principal on an
exempt loan pursuant to Article XII hereof ("ESOP Contributions") or regular
stock bonus contributions ("Stock Bonus Contributions"). Company Contributions
shall be allocated to Company Contributions accounts.

(b) Form of Contribution. Company Contributions may be
made in cash or in Stock, as determined by the Company.

(i) The Company may make additional contributions
to the Plan to restore amounts forfeited from the Company
Contributions accounts of certain rehired Participants, pursuant to
Section 5.4. This additional contribution shall be required only when
the forfeitures occurring during the Plan Year are insufficient to
restore such forfeited amounts, as described in Section 5.5. This
contribution shall be allocated to the Participant's Company
Contributions account.

(ii) The Company may make additional contributions
to the Plan to satisfy the minimum contribution required by Section
14.4. The Company may elect to use any portion of forfeitures
occurring during the Plan Year for this purpose, pursuant to Section
5.5. This contribution shall be allocated to Company Contributions
accounts.

(iii) The Company may make additional contributions
to the Plan to restore the forfeited benefit of any missing
individual, pursuant to Section 15.12. This additional contribution
shall be required only when the forfeitures occurring during the Plan
Year are insufficient to restore such forfeited amounts, as described
in Section 5.5.

(d) Limitations. Company Contributions for a Plan Year
(excluding forfeitures) shall not exceed the amount allowable as a deduction
for the Taxable Year ending with or within the Plan Year pursuant to Code
section 404, including carry forwards of unused deductions for prior Taxable
Years. Company Contributions shall be paid to the Trustee no later than the
due date (including any extensions) for filing the Company's federal income tax
return for such year. Company Contributions may be made without regard to
current or accumulated earnings and profits.

3.2 Return of Contributions.

Upon request of the Company, the Trustee shall return:

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<PAGE> 21
(a) To the Company, any Company Contribution made under a
mistake of fact. The amount that shall be returned shall not exceed the excess
of the amount contributed (reduced to reflect any decrease in the net worth of
the Trust Fund attributable thereto) over the amount that would have been
contributed without the mistake of fact. Appropriate reductions shall be made
in the accounts of Participants to reflect the return of any contributions
previously credited to such accounts. However, no contribution shall be
returned to the extent that such reduction would reduce the account of a
Participant to an amount less than the balance that would have been credited to
his account had the contribution not been made. Any contribution made under a
mistake of fact shall be returned within one year after the date of payment.

(b) To the Company, any Company Contribution that is not
deductible under Code section 404. All contributions under the Plan are
expressly conditioned upon their deductibility for federal income tax purposes.
The amount that shall be returned shall be the excess of the amount contributed
(reduced to reflect any decrease in the net worth of the Trust Fund
attributable thereto) over the amount that would have been contributed if there
had not been a mistake in determining the deduction. Appropriate reductions
shall be made in the accounts of Participants to reflect the return of any
contributions previously credited to such accounts. However, no contribution
shall be returned to the extent that such reduction would reduce the account(s)
of a Participant to an amount less than the balance that would have been
credited to his account(s) had the contribution not been made. Any
contribution conditioned on its deductibility shall be returned within one year
after it is disallowed as a deduction.

3.3 Limitation on Annual Additions.

(a) The Annual Additions to a Participant's account(s) in
this Plan and any other defined contribution plan maintained by the Company or
an Affiliated Entity for any Limitation Year shall not exceed in the aggregate
the lesser of (i) 25% of such Employee's Compensation or (ii) the applicable
Dollar Limitation.

(b) Special Limitations--Notwithstanding the foregoing
limitations on Annual Additions, in any Plan Year in which not more than
one-third of the ESOP Contribution is allocated to Highly Compensated
Employees, the limitations on Annual Additions shall not apply to (i)
forfeitures of shares of Stock that were acquired with the proceeds of an
exempt loan as described in Code section 404(a)(9)(A), or (ii) Company
Contributions to the Plan that are deductible under Code section 404(a)(9)(B)
and allocated to Participant accounts.

(c) If, as a result of a reasonable error in estimating
Compensation, or as a result of the allocation of forfeitures, or as a result
of other facts and circumstances as provided in the regulations under Code
section 415, the Annual Additions to a Participant's account(s) would, but for
this Subsection, exceed the foregoing limits, his Company Contributions under
any other qualified plan maintained by the Company for the Plan Year shall be
reduced to the extent necessary. If further reduction is required, the
Participant's share of the Company Contribution to this Plan allocated to the
Participant shall be reduced to the extent necessary. The amount of any
reduction of Company Contributions shall be placed in a suspense account in the
Trust Fund and used to reduce Company Contributions to the Plan. The following
rules shall apply to such suspense

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<PAGE> 22
account: (i) no further Company Contributions may be made if the allocation
thereof would be precluded by Code section 415; (ii) any increase or decrease
in the net value of the Trust Fund attributable to the suspense account shall
not be allocated to the suspense account, but shall be allocated to the
remainder of the Trust Fund; and (iii) all amounts held in the suspense account
shall be allocated as of each succeeding allocation date on which forfeitures
may be allocated pursuant to Section 5.5 (and may be allocated more frequently
if the Committee so directs), until the suspense account is exhausted.

ARTICLE IV
INTERESTS IN THE TRUST FUND

4.1 Participants' Accounts.

The Committee shall establish and maintain separate accounts in the
name of each Participant, but the maintenance of such accounts shall not
require any segregation of assets of the Trust Fund. Each Participant's share
of the Company Contributions under Section 3.1(a) and forfeitures, together
with any increase or decrease in the net worth of the Trust fund attributable
to such Contributions and forfeitures, shall be credited to his or her "Company
Contributions account." A separate account shall be maintained for each
Participant who participated in the Plan when tax credit contributions were
permitted under the Plan and such account shall be referred to as a
Participant's "Tax Credit Contributions account." Shares of Stock contributed
to or purchased by the Trust fund shall be allocated directly to the
appropriate Participant account.

4.2 Valuation of Trust Fund.

(a) General. Subject to the provisions of Section 11.9,
the Trustee shall value the assets of the Trust Fund at least annually as of
the last day of the Plan Year, and as of any other dates determined by the
Committee, at their current fair market value and determine the net worth of
the Trust Fund. In addition, the Committee may direct the Trustee to have a
special valuation of the assets of the Trust Fund when the Committee
determines, in its sole discretion, that such valuation is necessary or
appropriate or in the event of unusual market fluctuations of such assets.
Such special valuation shall not include any Company Contributions for the
current Plan Year, or any unallocated forfeitures, provided that any forfeited
Stock shall be valued at fair market value for purposes of allocations and the
limitations of Section 3.3. The Trustee shall allocate the expenses of the
Trust Fund occurring since the preceding Valuation Date, pursuant to Section
9.2, and then determine the increase or decrease in the net worth of the Trust
Fund that has occurred since the preceding Valuation Date. The Trustee shall
determine the share of the increase of decrease that is attributable to the
non-separately accounted for portion of the Trust Fund and to any amount
separately accounted for, as described in Subsections (b) and (c).

(b) Mandatory Separate Accounting. The Trustee shall
separately account for amounts subject to a Domestic Relations Order, to
provide a more equitable allocation of any increase or decrease in the net
worth of the Trust Fund.

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<PAGE> 23
(c) Permissible Separate Accounting. The Trustee may
separately account for the following amounts to provide a more equitable
allocation of any increase or decrease in the net worth of the Trust Fund:

(i) the distributable amount of a Participant,
pursuant to Section 6.6, including any amount distributable to an
Alternate Payee or to a beneficiary of a deceased Participant; and

(ii) Any other amounts for which separate
accounting will provide a more equitable allocation of the increase or
decrease in the net worth of the Trust Fund.

(d) Stock Not Traded on Established Market. Should the
Committee determine that the fair market value as of the next preceding
Valuation Date of any class of Stock not traded on an established market shall
not substantially reflect the fair market value thereof at any time when shares
of such class are to be purchased from the Company or any other person, or at
the time of any Company Contribution of shares of such class, a special
valuation of such shares shall be conducted pursuant to Section 11.9 as of the
close of the calendar month immediately preceding any such purchase or
contribution. Subject to Section 11.9, any determination made by the Committee
in good faith hereunder with respect to the value of the Trust fund, or shares
of such class of Stock, or the appropriate time for valuation hereunder, shall
be final and conclusive on all parties hereto.

4.3 Allocation of Increase or Decrease in Net Worth.

(a) The Trustee shall, as of each Valuation Date,
allocate the increase or decrease in the net worth of the Trust Fund that has
occurred since the preceding Valuation Date between the non-separately
accounted for portion of the Trust Fund and the amounts separately accounted
for that are identified in Subsections 4.2(b) and 4.2(c).

(b) The increase or decrease attributable to the
non-separately accounted for portion of the Trust Fund shall be allocated among
the appropriate accounts in the ratio that the dollar value of each such
account bore to the aggregate dollar value of all such accounts on the
preceding Valuation Date after all allocations and credits made as of such date
had been completed.

(c) After the allocation in Subsection (b) is completed,
the Trustee shall allocate any amounts separately accounted for (including the
increase or decrease in the net worth of the Trust Fund attributable to such
amounts) to the appropriate account(s) if such separate accounting is no longer
necessary.

4.4 Allocation of Company Contributions and Forfeitures.

(a) As of the last day of the Plan Year, the Trustee
shall allocate the Company Contributions for such Plan Year (including such
forfeitures occurring during such Plan Year that are treated as Company
Contributions pursuant to Section 5.5). These amounts shall be allocated among
the Company Contributions accounts of Participants who received credit for one
Hour of

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<PAGE> 24
Service as a Covered Employee during the Plan Year after satisfying the
requirements of Section 2.1 and who received credit for a Year of Service
during such Plan Year and who were employed on the last day of the Plan Year or
who died, retired or terminated employment because of a Disability during such
year (whether or not credited with a Year of Service during such Plan Year).

(b) The Committee shall, as of the last day of each Plan
Year, allocate the Company Contribution to the account of each eligible
Participant in the same proportion that each such Participant's total points
with respect to such Plan Year, as computed below, bears to the total points
awarded to all such Participants with respect to such Plan Year. A
Participant's points with respect to any Plan Year shall be computed as
follows: (i) one point shall be credited to each Participant for each three
months of service with the Company credited to such Participant as of the end
of such Plan Year; and (ii) one point shall be credited to each Participant for
each $500 (or fraction thereof in excess of $250) of Compensation received by
such Participant during such Plan Year. For purposes of the foregoing, a
Participant shall receive credit for one full month of service for each month,
or portion thereof, during which the Participant is employed by the Company.
Months of service shall be credited to Participants on a cumulative basis,
starting with each Participant's original date of employment by the Company.

ARTICLE V
AMOUNT OF BENEFITS

5.1 Vesting Schedule.

A Participant shall have a fully vested and nonforfeitable interest in
all his account(s) upon his 65th birthday if he is an Employee on such date,
his death while an Employee or while on an approved leave of absence from the
Company or an Affiliated Entity, or his termination of employment with the
Company or an Affiliated Entity because of a Disability. In all other
instances his vested interest shall be calculated according to the following
rules.

(a) Tax Credit Contributions Account. A Participant
shall be fully vested at all times in his Tax Credit Contributions account.

(b) Company Contributions Account. A Participant shall
become vested in his Company Contributions account in accordance with the
following schedule:

Years of Service Vested Percentage
---------------- -----------------

fewer than 3 0
3 30
4 40
5 60
6 80
7 or more 100

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<PAGE> 25
5.2 Forfeitures.

(a) Notwithstanding the vesting rules of Section 5.1,
Annual Additions to a Participant's accounts and any increase or decrease in
the net worth of the Trust Fund attributable to such Annual Additions may be
reduced to satisfy the limits described in Section 3.3. Any such reduction
shall be allocated as specified in Section 3.3.

(b) Notwithstanding the vesting rules of Section 5.1, a
missing individual's vested accounts may be forfeited as of the last day of any
Plan Year, as provided in Section 15.12. Any such forfeiture shall be
allocated as specified in Section 5.5.

(c) A Participant's non-vested interest in his Company
Contributions account shall be forfeited at the end of the earliest of the
following Plan Years:

(i) the Plan Year in which the Participant
receives a distribution of his entire vested interest in his Company
Contributions account;

(ii) the Plan Year in which the Participant
terminates employment, if the Participant terminates employment with
the Company and all Affiliated Entities while he is 0% vested (in such
case the Participant shall be deemed to have received a distribution
of his entire vested interest in such account on the day he terminated
employment); or

(iii) the Plan Year in which the Participant
incurs a one-year Break in Service.

5.3 Restoration of Forfeitures.

The forfeiture of a missing individual's account(s), as described in
Section 15.12, shall be restored to such individual if he makes a claim for
such amount. Forfeitures of a Participant's non-vested interest in his Company
Contributions account shall be restored under the following conditions; no
other forfeitures shall be restored.

(a) If a Participant is rehired before he incurs a
five-year Break in Service, and the Participant has received a distribution of
his entire vested interest in his Company Contributions account (with the
result that the Participant forfeited his non-vested interest in such account),
then the Participant may repay to the Plan the entire distribution, without
interest, within five years of his date of reemployment. If timely repayment
is made, the exact amount of the forfeiture shall be restored to the
Participant's account. If timely repayment is not made, no forfeiture shall be
restored.

(b) If a Participant was 0% vested at the time he
terminated employment with the Company and Affiliated Entities, and he is
rehired before he incurs a five-year Break in Service, then the Company shall
restore the exact amount forfeited from his Company Contributions account.

(c) If a Participant is rehired before he incurs a
five-year Break in Service, and the Participant has not received a distribution
of his entire vested interest in his Company

20
<PAGE> 26
Contributions account (but the Participant has forfeited his non-vested
interest in such account), then the Company shall restore the exact amount
forfeited from such account.

(d) If a Participant is rehired after he incurs a
five-year Break in Service, then no amount forfeited from his Company
Contributions account shall be restored to such account.

(e) A Participant may repay the amount of a prior
distribution by either (i) transferring to the Trustee a number of shares of
Stock equal in value (based on the value of the Stock as of the last day of the
month immediately preceding the date of repayment) to the value of Stock
received at the time of the prior distribution, or (ii) paying to the Trustee
in cash an amount equal to the value of Stock (or cash) received as of the time
of the prior distribution.

All the rights, benefits, and features available to the Participant when the
forfeiture occurred shall be available with respect to the restored forfeiture.

5.4 Method of Forfeiture Restoration.

Forfeitures that are restored pursuant to Section 5.3 shall be
accomplished by an allocation of the forfeitures occurring during the Plan
Year, pursuant to Section 5.5, or if such forfeitures are insufficient, by a
special Company Contribution, pursuant to Paragraph 3.1(c)(i).

5.5 Allocation of Forfeitures.

As of the last day of each Plan Year, the forfeitures that occurred
during the Plan Year shall be allocated as follows. If more than one employer
has adopted this Plan pursuant to Article XIII, forfeitures arising in accounts
of Employees of each participating employer shall be aggregated and then
allocated as follows. The forfeitures shall first be used to restore
forfeitures pursuant to Section 5.4. Any remaining forfeitures shall be
allocated as though it were an additional Company Contribution to the Plan.

5.6 Credits for Pre-Break Service.

(a) Company Contributions Made After Reemployment.

(i) A Participant who is vested in any portion of
his Company Contributions account, who incurs a Break in Service, and
who is thereafter reemployed, shall receive credit for vesting
purposes for Years of Service prior to his Break in Service upon
completing a Year of Service after such Break in Service.

(ii) A Participant who is not vested in any
portion of his Company Contributions account, who incurs a Break in
Service, and who is thereafter reemployed, shall receive credit for
vesting purposes for Years of Service prior to his Break in Service
only if (A) he completes a Year of Service after such Break in
Service, and (B) the number of consecutive one-year Breaks in Service
is less than the greater of five or the aggregate number of Years of
Service before such break.

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<PAGE> 27
(b) Company Contributions Made Prior to Termination.
Years of Service after a Participant has incurred a five-year Break in Service
shall be disregarded in determining the vested percentage in a Participant's
Company Contributions account at the time of the break.

5.7 Transfers - Portability.

If any other employer adopts this or a similar plan and enters into a
reciprocal agreement with the Company that provides that (a) the transfer of a
Participant from such employer to the Company (or vice versa) shall not be
deemed a termination of employment for purposes of the plans, and (b) service
with either or both employers shall be credited for purposes of vesting under
both plans, then the transferred Participant's account shall be unaffected by
the transfer, except, if deemed advisable by the Committee, it may be
transferred to the trustee of the other plan.

5.8 Reemployment - Separate Account.

If a Participant returns to employment with the Company or an
Affiliated Entity before receiving the entire vested portion of his Company
Contributions account, the vested portion that has not been distributed shall
be held in a separate Company Contributions account for such Participant. The
Participant shall be fully vested in such account and no further Company
Contributions shall be allocated to that account. In all other respects, such
account shall be treated as a Company Contributions account. A new Company
Contributions account shall be established to which all appropriate Company
Contributions made after the date of reemployment shall be allocated. If a
Participant becomes fully vested in two or more Company Contributions accounts,
all such accounts shall be merged into one account.

ARTICLE VI
DISTRIBUTION OF BENEFITS

6.1 Beneficiaries.

Each Participant (or, if the Participant has died, his beneficiary)
shall file with the Committee a designation of the beneficiaries and contingent
beneficiaries to whom the distributable amount (determined in Section 6.3)
shall be paid in the event of his death. A beneficiary designation may be
changed by the Participant or beneficiary at any time and without the consent
of any previously designated beneficiary; however, if the Participant is
married, his Spouse shall be the beneficiary designated to receive the benefits
payable under this Article VI unless his Spouse has consented to the
designation of a different beneficiary. To be effective, the Spouse's consent
must be in writing, witnessed by a notary public, and filed with the Committee.
Any such election shall be effective only as to the Spouse who signed the
election. If a Participant has designated his Spouse as his beneficiary, and
the Participant and this Spouse subsequently divorce, then the beneficiary
designation shall be void and of no effect on the day such divorce is final.
In the absence of an effective beneficiary designation as to any portion of the
distributable amount of the deceased Participant's account(s), such amount
shall be paid to the Participant's surviving Spouse; or if none,

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<PAGE> 28
in equal shares to his surviving children and issue of deceased children by
right of representation; or if none, in equal shares to each surviving parent;
or if none, to his estate.

6.2 Consent.

(a) If a Participant's account(s) are immediately
distributable under Section 6.5, and if the nonforfeitable portion of the
Participant's account(s) has an aggregate value of $3,500 or less (calculated
in accordance with applicable Treasury regulations), and if distributions
pursuant to Section 6.5 have not begun, then the Committee shall distribute the
distributable amount (determined in Section 6.3) of the Participant's
account(s) without the Participant's (or his Spouse's) consent. Any such
distribution shall be in the form of a lump sum. Any such distribution shall
be made to the Participant, or, if deceased, to his beneficiary determined in
Section 6.1.

(b) If a Participant's account(s) are immediately
distributable under Section 6.5, and if the nonforfeitable portion of a
Participant's account(s) has an aggregate value greater than $3,500 (calculated
in accordance with applicable Treasury regulations), then, except as provided
in Subsection 6.5(c) or 6.5(d), any distribution of such account(s) shall only
be made with the consent of the Participant (or, if the Participant is
deceased, the beneficiary determined under Section 6.1). To be effective, the
consent to the form of distribution and the time of distribution must be in
writing, signed by the Participant (or beneficiary), and filed with the
Committee within the 90-day period prior to the date the distribution is to
commence. A consent once given shall be irrevocable once distribution has
begun.

6.3 Distributable Amount.

The distributable amount of a Participant's account(s) is the vested
portion of his account(s) (as determined by Article V) as of the Valuation Date
coincident with or next preceding the date distribution is made to the
Participant or beneficiary, reduced by (a) any amount that is payable to an
Alternate Payee pursuant to Section 15.9, and (b) any amount withdrawn pursuant
to Section 7.1 since such Valuation Date.

6.4 Manner of Distribution.

The distributable amount shall be paid in a lump sum distribution
(other than an annuity). The lump sum distribution shall consist of whole
shares of Stock, provided that a fractional share allocated to a Participant's
account shall be converted to and paid in cash.

6.5 Time of Distribution.

Except as provided in Sections 6.2 and 7.1, distributions shall be
subject to the following rules.

(a) Earliest Date of Distribution. Unless an earlier
distribution is permitted by Subsection (b) or required by Subsection (c), the
earliest date that a Participant may elect to receive a distribution is as
follows.

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(i) Retirement. Upon termination of employment
on or after his Normal Retirement Age, a Participant may elect to
receive a distribution after the date on which all allocations
required by Article IV for the Plan Year in which he retires are
completed. Such distribution shall be made as soon as practicable
after the close of such Plan Year, and in no event later than 60 days
after the close of such Plan Year.

(ii) Disability. If an Employee terminates
employment with the Company or an Affiliated Entity because of a
Disability, he may elect to receive a distribution after the date on
which all allocations required by Article IV for the Plan Year in
which he incurs the Disability are completed.

(iii) Death. After the death of a Participant, his
beneficiary may elect to receive a distribution after the date on
which all allocations required by Article IV for the Plan Year in
which the Participant died are completed.

(iv) Termination of Employment. Effective for
Plan Years ending before June 24, 1991, if a Participant terminates
employment other than by dying, retiring, or incurring a Disability,
he may elect to receive a distribution after the date on which all
allocations required by Article IV for the Plan Year during which he
incurs a one-year Break in Service are completed. Effective for Plan
Years beginning on or after June 24, 1991, if a Participant terminates
employment other than by dying, retiring or incurring a Disability, he
may elect to receive a distribution after the date on which all
allocations required by Article IV for the Plan Year during which he
terminates employment are completed. Such date shall be as soon as
practicable after the close of such year. If the Participant does not
elect to receive a distribution as soon as practicable after the close
of the Plan Year in which he incurs a Break in Service or his
employment was terminated, as the case may be, then he may not elect
to receive a distribution until after he has attained the later of
Normal Retirement Age or age 62.

(v) During Employment. A Participant may not
obtain a distribution while employed by the Company or an Affiliated
Entity, except as provided in Subsection (c) (relating to the required
minimum distribution at a Participant's Required Beginning Date) or
Section 7.1 (relating to in-service withdrawals).

(b) Alternate Earliest Date of Distribution.
Notwithstanding Subsection (a), unless a Participant elects otherwise, his
distribution shall commence no later than 60 days after the close of the latest
of: (i) the Plan Year in which the Participant attains Normal Retirement Age;
(ii) the Plan Year in which occurs the tenth anniversary of the year in which
the Participant commenced participation in the Plan; and (iii) the Plan Year in
which the Participant terminates employment with the Company and Affiliated
Entities.

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<PAGE> 30
(d) Distribution Upon Participant's Death. Distribution
shall be made in a lump sum to the Participant's beneficiary by the end of the
calendar year containing the fifth anniversary of the Participant's death.
However, if the beneficiary is the Participant's surviving Spouse, the
beneficiary may elect to defer distribution until the end of the calendar year
in which the Participant would have attained age 70-1/2, or, if later, the end
of the calendar year containing the first anniversary of the Participant's
death. If the surviving Spouse makes such an election but dies before
receiving the lump sum distribution, then such Spouse's beneficiary must
receive a lump sum distribution by the end of the calendar year containing the
fifth anniversary of such Spouse's death.

(e) Alternate Payee. The earliest date that an Alternate
Payee may receive a distribution shall be determined pursuant to Section 15.9.

6.6 Separate Accounting for Distributable Amounts.

When a Participant's account(s) have become distributable, in whole or
in part, the Committee may direct the Trustee to separately account for and
separately invest the account(s), or the distributable portion thereof. All
distributions shall be paid solely from the separate account. Amounts thus
separately accounted for shall not share in the increase or decrease in the net
worth of the remainder of the Trust Fund.

ARTICLE VII
WITHDRAWALS AND LOANS

7.1 Hardship Distributions.

(a) In the event of hardship endured by a Participant and
recognized as such by the Committee, and upon receipt by the Committee of an
application in writing for benefits hereunder, the Committee shall direct the
Trustee to make one or more distributions from the Company Contribution account
of such Participant to, or for the benefit of, the Participant or any member of
the Participant's family who is dependent upon the Participant for support.
Such distributions shall be made in such manner and amount as the Committee
deems appropriate to meet extraordinary and necessary expenses incurred by such
Participant or the family of the Participant during such hardship, but the
total amount of such distributions shall not exceed the vested portion of the
Participant's account as of the date of the last preceding valuation of the
Trust fund.

(b) "Hardship," as used herein, shall mean a state of
financial stringency arising from extraordinary circumstances, such as, for
example, extraordinary medical expenses, significant education expenses or the
purchase of a principal residence for the Participant or a member of his
family.

(c) If a hardship distribution is made at a time when a
Participant is less than 100 percent vested and there is no Break in Service
prior to the relevant time:

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(i) A separate account shall be established for
the Participant's interest in the Plan as of the time of the
distribution; and

(ii) At any relevant time the Participant's
nonforfeitable portion of the separate account shall be equal to an
amount ("X") determined by the formula:

X = P(AB + (R x D)) - (R x D)

For purposes of applying the formula: P is the nonforfeitable percentage at
the relevant time; AB is the account balance at the relevant time; D is the
amount of the distribution; and R is the ratio of the account balance at the
relevant time to the account balance after distribution.

(d) All costs associated with any such withdrawal shall
be subtracted from the amount withdrawn.

ARTICLE VIII
ALLOCATION OF RESPONSIBILITIES - NAMED FIDUCIARIES

8.1 No Joint Fiduciary Responsibilities.

Alfalfa's, the Trustee(s), and the Committee shall be the named
fiduciaries under the Plan and Trust agreement and shall be the only named
fiduciaries thereunder. The fiduciaries shall have only the responsibilities
specifically allocated to them herein or in the Trust agreement. Such
allocations are intended to be mutually exclusive and there shall be no sharing
of fiduciary responsibilities. Whenever one named fiduciary is required by the
Plan or Trust agreement to follow the directions of another named fiduciary,
the two named fiduciaries shall not be deemed to have been assigned a shared
responsibility, but the responsibility of the named fiduciary giving the
directions shall be deemed his sole responsibility, and the responsibility of
the named fiduciary receiving those directions shall be to follow them insofar
as such instructions are on their face proper under applicable law.

8.2 The Company.

The Company shall be responsible for: (a) making Company
Contributions; (b) certifying to the Trustee the names and specimen signatures
of the members of the Committee acting from time to time; (c) keeping accurate
books and records with respect to its Employees and the appropriate components
of each Employee's Compensation and furnishing such data to the Committee; (d)
selecting agents and fiduciaries to operate and administer the Plan and Trust;
(e) directing the Trustee concerning the investment of the assets in the Trust
fund, other than Stock; (f) directing the Trustee with respect to the purchase
of Stock; (f) in the absence of investment direction from the Company, the
investment of the Trust fund and the voting of Stock or tendering Stock in
response to a tender offer for Stock to the extent and in the manner provided
in the trust agreement;

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(g) appointing an investment manager if it determines that one should be
appointed; and (h) reviewing periodically the performance of such agents,
managers, and fiduciaries.

8.3 The Trustee.

The Trustee shall be responsible for: (a) in the absence of
investment direction from the Company, the investment of the Trust fund and the
voting of Stock or tendering Stock in response to a tender offer for Stock to
the extent and in the manner provided in the trust agreement; (b) the custody
and preservation of Trust assets delivered to it; and (c) the payment of such
amounts from the Trust Fund as the Committee shall direct.

8.4 The Committee - Plan Administrator.

Alfalfa's shall appoint an administrative Committee consisting of one
or more individuals who may be, but need not be, Participants, officers,
directors, or Employees of Alfalfa's. If Alfalfa's does not appoint a
Committee, Alfalfa's shall act as the Committee under the Plan. The members of
the Committee shall hold office at the pleasure of Alfalfa's and shall serve
without compensation. The Committee shall be the "Plan administrator" as
defined in section 3(16)(A) of ERISA. It shall be responsible for establishing
and implementing a funding policy consistent with the objectives of the Plan
and with the requirements of ERISA. This responsibility shall include
establishing (and revising as necessary) short-term and long-term goals and
requirements pertaining to the financial condition of the Plan, communicating
such goals and requirements to the persons responsible for the various aspects
of Plan operations and monitoring periodically the implementation of such goals
and requirements.

8.5 Committee to Construe Plan.

(a) The Committee shall administer the Plan and shall
have all power and authority necessary for that purpose, including, but not by
way of limitation, the discretion and power to interpret the Plan, to determine
the eligibility, status, and rights of all individuals under the Plan, and in
general to decide any dispute and all questions arising in connection with the
Plan. The Committee shall direct the Trustee concerning all distributions from
the Trust Fund, in accordance with the provisions of the Plan, and shall have
such other powers in the administration of the Trust Fund as may be conferred
upon it by the Trust agreement. The Committee shall maintain all Plan records
except records of the Trust Fund.

(b) The Committee may adjust the account(s) of any
Participant, in order to correct errors and rectify omissions, in such manner
as the Committee believes will best result in the equitable and
nondiscriminatory administration of the Plan.

8.6 Organization of Committee.

The Committee shall elect a chairman and shall adopt such rules as it
deems desirable for the conduct of its affairs and for the administration of
the Plan. It may appoint agents (who need not be members of the Committee) to
whom it may delegate such powers as it deems appropriate, except

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<PAGE> 33
that any dispute shall be determined by the Committee. The Committee may make
its determinations with or without meetings. It may authorize one or more of
its members or agents to sign instructions, notices and determinations on its
behalf. The action of a majority of the Committee shall constitute the action
of the Committee.

8.7 Agent for Process.

The chairman of the Committee shall be agent of the Plan for service of
all process.

8.8 Indemnification of Committee Members.

The Company shall indemnify each member of the Committee against any
and all claims, loss, damages, expense and liability arising from any action or
failure to act, except when the same is judicially determined to be due to the
gross negligence or willful misconduct of such member.

ARTICLE IX
TRUST AGREEMENT - INVESTMENTS

9.1 Trust Agreement.

The Company has entered into a Trust agreement to provide for the
holding, investment and administration of the funds of the Plan. The Trust
agreement shall be part of the Plan, and the rights and duties of any
individual under the Plan shall be subject to all terms and provisions of the
Trust agreement.

9.2 Expenses of Trust.

All taxes upon or in respect of the Trust shall be paid by the Trustee
out of the Trust assets. All expenses of administering the Trust shall be paid
by the Trustee out of the Trust assets to the extent they are not paid by the
Company. No fiduciary shall receive any compensation for services rendered to
the Plan if the fiduciary is being compensated on a full time basis by the
Company.

9.3 Investments.

Funds of the Plan shall be invested as provided in the Trust agreement
as well as Articles XI and XII.

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ARTICLE X
TERMINATION AND AMENDMENT

10.1 Termination of Plan or Discontinuance of Contributions.

Alfalfa's expects to continue the Plan indefinitely, but the
continuance of the Plan and the payment of contributions are not assumed as
contractual obligations. Alfalfa's may terminate the Plan or discontinue
contributions at any time. Upon the termination (or partial termination) of
the Plan or the complete discontinuance of contributions, the interests of all
affected Participants in the Trust Fund shall become fully vested,
notwithstanding any other provision hereof.

10.2 Allocations upon Termination or Discontinuance of Company Contributions.

Upon the termination or partial termination of the Plan or upon the
complete discontinuance of contributions, the Committee shall promptly notify
the Trustee of such termination or discontinuance. The Trustee shall then
determine, in the manner prescribed in Section 4.2, the net worth of the Trust
Fund as of the close of the last business day of the calendar month in which
such notice was received by the Trustee. The Trustee shall advise the
Committee of any increase or decrease in such net worth that has occurred since
the preceding Valuation Date. The Committee shall thereupon allocate, in the
manner described in Section 4.3, among the remaining Plan accounts, any such
increase or decrease in the net worth of the Trust Fund. Immediately after the
allocation of such increase or decrease in net worth, the Committee shall
allocate among the remaining Plan accounts, in the manner described in Articles
III, IV, and V, any Company Contributions or forfeitures occurring since the
preceding Valuation Date.

10.3 Procedure Upon Termination of Plan or Discontinuance of Contributions.

If the Plan has been terminated or partially terminated, or if a
complete discontinuance of contributions to the Plan has occurred, then after
the allocations required under Section 10.2 have been completed, the Trustee
shall distribute or transfer the account(s) of affected Employees as follows.

(a) If the affected Employee's account(s) have an
aggregate value of $3,500 or less (calculated in accordance with applicable
Treasury regulations), then the Trustee shall distribute the Employee's
account(s) to the Employee in a lump sum (other than an annuity).

(b) If the affected Employee's account(s) have an
aggregate value of more than $3,500 (calculated in accordance with applicable
Treasury regulations), and if the Company or an Affiliated Entity does not
maintain another defined contribution plan (other than an employee stock
ownership plan within the meaning of Code section 4975(e)(7)), then the Trustee
shall distribute the Employee's account(s) to the Employee in a lump sum (other
than an annuity).

(c) If the affected Employee's account(s) have an
aggregate value of more than $3,500 (calculated in accordance with applicable
Treasury regulations), and if the Company or an

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<PAGE> 35
Affiliated Entity maintains another defined contribution plan (other than an
employee stock ownership plan within the meaning of Code section 4975(e)(7)),
then the Trustee shall transfer the Employee's account(s) to the other plan
unless the Employee consents to an immediate distribution of such account(s) in
a lump sum (other than an annuity).

Subject to the provisions of Article XI, any distribution or transfer made
pursuant to this Section may be in cash, in kind, or partly in cash and partly
in kind. After all such distributions or transfers have been made, the Trustee
shall be discharged from all obligation under the Trust; no Participant or
beneficiary who has received any such distribution, or for whom any such
transfer has been made, shall have any further right or claim under the Plan or
Trust.

10.4 Amendment by Alfalfa's.

Alfalfa's may at any time amend the Plan in any respect, subject to
Section 10.5, but no amendment shall be made that would have the effect of
vesting in the Company any part of the Trust Fund or of diverting any part of
the Trust Fund to purposes other than for the exclusive benefit of
Participants, Alternate Payees, or their beneficiaries, and the rights of any
Participant, Alternate Payee, or beneficiary with respect to contributions
previously made shall not be adversely affected by any amendment.
Notwithstanding the foregoing, if the Company is subject to Section 16(b) of
the Securities Exchange Act of 1934, no amendment may be made unless in
compliance with the Rules thereunder.

10.5 Amendment to Vesting Schedule.

If the vesting schedule is amended, each Participant with at least
three Years of Service may elect, within the period specified in the following
sentence after the adoption of the amendment, to have his nonforfeitable
percentage computed under the Plan without regard to such amendment. The
period during which the election may be made shall commence with the date the
amendment is adopted and shall end on the latest of:

(a) 60 days after the amendment is adopted;

(b) 60 days after the amendment becomes effective; or

ARTICLE XI
SPECIAL PROVISIONS REGARDING COMPANY STOCK

11.1 Special Distribution and Payment Requirements.

(a) Duration and Time of Distribution. Notwithstanding
any other provision of the Plan, a Participant, with the consent of his or her
spouse if applicable, may elect to have the

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<PAGE> 36
portion of his or her account attributable to Employer Securities acquired by
the Plan after December 31, 1986, distributed in a series of substantially
equal annual payments over a period of five years (or such shorter period as
may be required to comply with Code section 401(a)(9)) commencing:

(i) Not later than one year after the close of
the Plan Year in which such Participant separates from service by
reason of the attainment of Normal Retirement Age under the Plan,
death, or Disability; or

(ii) Not later than one year after the close of
the fifth Plan Year following the Plan Year in which the Participant
separated from service, if the Participant separated from service for
any reason other than those enumerated in paragraph (i) above, and is
not reemployed by the Company at the end of the fifth Plan Year
following the Plan Year of such separation from service.

If the Participant separates from service for a reason other than those
described in paragraph (i) above, and is employed by the Company as of the last
day of the fifth Plan Year following the Plan Year of such separation from
service, distribution to the Participant, prior to any subsequent separation
from service, shall be in accordance with terms of the Plan other than this
Section 11.1. For purposes of this Section 11.1, Employer Securities shall not
include any Employer Securities acquired with the proceeds of a loan described
in Code section 404(a)(9) until the close of the Plan Year in which such loan
is repaid in full.

(b) Determination of Amount Subject to Special
Distribution and Payment Requirements. The portion of a Participant's account
attributable to Employer Securities which were acquired by the Plan after
December 31, 1986, shall be determined by multiplying the number of shares of
such securities held in the account by a fraction, the numerator of which is
the number of shares acquired by the Plan after December 31, 1986, and
allocated to Participants' account (not to exceed the number of shares held by
the Plan on the date of distribution) and the denominator of which is the total
number of such shares held by the Plan at the date of the distribution.

(c) Certain Exceptions. Notwithstanding subsection
11.1(a) above, if the fair market value of a Participant's account attributable
to Employer Securities acquired by the Plan after December 31, 1986 is in
excess of $500,000 (as adjusted in the same manner as under Code section
415(d)) as of the date distribution is to begin under subsection 11.1(a) above,
such distribution shall be made in substantially equal annual payments over a
period not longer than five years plus an additional one year (up to an
additional five years) for each $100,000 increment, or fraction of such
increment, by which the value of the Participant's account attributable to
Employer Securities acquired after December 31, 1986 exceeds $500,000, unless
the Participant otherwise elects under the provisions of the Plan other than
this subsection 11.1(c). In no event shall such distribution period exceed the
period permitted under Code section 401(a)(9).

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11.2 Put Option Requirements.

(a) Put Option Payment. Notwithstanding any other
provisions of the Plan, in the case of a distribution of Employer Securities
which are not readily tradeable on an established securities market, the
Participant receiving such distribution shall have the right to exercise a put
option that complies with the requirements of Code section 409(h). Such put
option shall provide that if the Participant exercises the put option, the
Company, or the Plan if the Plan so elects, shall repurchase all or any portion
of the Employer Securities. The put option may be exercised during the
six-month period beginning on the day after the date of the Participant's
receipt of such distribution. If the Participant does not exercise the option
to sell such Stock, the option shall lapse temporarily.

(b) After the end of the Plan Year in which the option
described in subsection 11.2(a) above lapsed and following the valuation of the
Stock, the Committee shall notify each Participant who was eligible to, but did
not, exercise the option described in subsection 11.2(a) of the updated
valuation and the opportunity to once again exercise the put option during the
three-month period beginning on the date the notice is received. If the
Participant does not exercise his or her put option within such three-month
period, such option shall lapse permanently.

(c) Any sale pursuant to a put option shall be effected
by the delivery by the Participant to the Company of written notice of the
Participant's election to sell such Stock or a specified portion thereof,
together with the certificates representing the shares sold duly endorsed for
transfer with applicable transfer tax stamps attached thereto. Upon such
delivery, the Participant will have sold, and the Company will have purchased,
the number of shares specified in such notice.

(d) The purchase price per share payable for such shares
of Stock so sold to the Company shall be the fair market value per share as of
the Valuation Date immediately preceding the date of sale.

(e) Stock purchased pursuant to a put option shall be
paid for as follows:

(i) If the distribution constitutes a Total
Distribution, payment of the fair market value of a Participant's
account shall be made in up to five substantially equal annual
payments, as determined by the Committee. The first installment shall
be paid not later than 30 days after the Participant exercises the put
option. The Plan will pay a reasonable rate of interest and provide
adequate security on amounts not paid after 30 days.

(ii) If the distribution does not constitute a
Total Distribution, the Plan shall pay the Participant an amount equal
to the fair market value of the Employer Securities repurchased no
later than 30 days after the Participant exercises the put option.

(f) Except as hereinafter provided, the Company shall pay
for the shares of Stock so sold to it by check within thirty days following the
date of sale.

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(g) At the option of the Trustee, pursuant to written
directions from the Committee, the Plan may assume the rights and obligations
of the Company under the above subsections as to all or any part of the shares
of Stock tendered to the Company.

(h) If the Participant has contributed the Stock to an
individual retirement account or annuity ("IRA"), the IRA trustee shall have
the option to sell described in this Section 11.2.

11.3 Diversification of Investments.

(a) Election By Qualified Participant. Each Qualified
Participant shall be permitted, within 90 days after the last day of each Plan
Year during his or her Qualified Election Period, to elect to have a portion of
the value of the Participant's account balance attributable to Employer
Securities which were acquired by the Plan after December 31, 1986 with ESOP
Contributions or earnings on ESOP Contributions distributed to him or her in
accordance with subsection 11.3(b) below. The portion which a Participant may
elect during the 90-day periods following the close of the first five Plan
Years in the Qualified Election Period to have distributed is 25 percent of the
value of the eligible Employer Securities. Within 90 days after the close of
the last Plan Year in the Participant's Qualified Election Period, a Qualified
Participant may direct the investment of 50 percent of the value of such
account balance.

(b) Early Distribution Election to Diversify Investment.
The Participant shall be permitted to elect to receive a distribution from the
Plan (notwithstanding Code section 409(d)) of the portion of the Participant's
account that is covered by the foregoing election within 90 days after the last
day of the period during which the election can be made. Such distribution
shall be subject to such requirements of the Plan concerning put options as
would otherwise apply to a distribution of Employer Securities from the Plan.
This provision shall apply notwithstanding any other provision of the Plan
other than such provisions as require the consent of the Participant and the
Participant's spouse to a distribution. If the Participant and the
Participant's spouse do not consent to a distribution, such amount shall be
retained in this Plan, and the requirement that such portion of the
Participant's account be subject to diversification shall be deemed to have
been satisfied.

(c) Determination of Amount Subject to Diversification
Requirements. The portion of a Participant's account attributable to Employer
Securities which were acquired by the Plan after December 31, 1986, shall be
determined by multiplying the number of shares of such securities held in the
account by a fraction, the numerator of which is the number of shares acquired
by the Plan after December 31, 1986, and allocated to Participants' account
(not to exceed the number of shares held by the Plan on the date the individual
becomes a Qualified Participant) and the denominator of which is the total
number of shares held by the Plan at the date the individual becomes a
Qualified Participant.

11.4 Registration.

Notwithstanding any other provision hereof, no Stock shall be
distributed to any person unless such distribution is at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended. If the distribution of Stock to a Participant or beneficiary is

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<PAGE> 39
prohibited by the foregoing limitation, the Company shall take such steps as
are necessary to permit the distribution of such Participant's interest in the
Trust Fund.

11.5 Investment of Trust Fund.

The investment policy of the Plan is to invest primarily in Stock.
All cash received by the Trustee shall, at the written direction of the
Company, be used to purchase Stock at the fair market value of the Stock, as
determined under Section 11.9. At the written direction of the Company, the
Trustee shall temporarily invest Trust assets, pending the purchase of Stock,
as provided in the Trust agreement. In the absence of written direction from
the Company, the Trustee may temporarily invest Trust assets, pending the
purchase of Stock, in savings accounts, certificates of deposit and high-grade
short-term securities, or such funds may be held in cash or cash equivalents.

11.6 Dividends.

The Company may from time to time declare and pay dividends, either in
cash or in shares of Stock, with respect to shares of Stock in the Trust Fund.
Cash dividends paid with respect to Stock shall be allocated to the accounts of
the respective Participants on the basis of the number of shares of Stock
allocated to their accounts at the time such dividend is declared and dividends
of Stock shall be allocated to Participants' accounts on the same basis.

11.7 Voting of Company Stock.

If the Company has a "registration-type class of securities," as
defined in Code section 409(e), each Participant or beneficiary shall be
entitled to vote the shares of Stock, including fractional shares, allocated to
his or her account and shall be entitled to receive all proxy materials and
other information distributed to shareholders in the same manner as the other
shareholders of the Company. Notwithstanding any other provision of the Plan,
if the Plan has any class of securities that is not a registration-type class
of securities (as defined in Code section 409(e)(4)), a Participant or
beneficiary shall be entitled to direct the Trustee, in accordance with the
provisions of the trust agreement, as to the manner in which voting rights will
be exercised with respect to any corporate matter which involves the voting of
such shares allocated to the Participant's account with respect to the approval
or disapproval of any corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, sale of substantially all assets of
a trade or business, or such similar transaction as may be prescribed in
Treasury Regulations. For purposes of the foregoing sentence, each Participant
will be entitled to one vote with respect to such issue and the Trustee shall
vote the unallocated stock held by the Plan. In any case in which the voting
rights with respect to Stock are not required to be passed through to a
Participant or beneficiary in accordance with the foregoing, such Stock shall
be voted by the Trustee pursuant to the written directions of the Committee, as
provided in the trust agreement.

11.8 Company Stock to Be Subject to Certain Conditions.

All shares of Stock held in the Trust Fund and all shares of Stock
distributed to Participants (or beneficiaries) shall be subject to the
provisions of certain Shareholder Agreements, between the

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<PAGE> 40
Company and its shareholders, the form of which is attached hereto as Appendix
A. All shares of Stock distributed to a Participant or his or her beneficiary
shall bear such legends and statements as the Company may deem advisable to
assure compliance with applicable federal and state securities laws and
regulations. If requested by the Company, a recipient of shares of Stock
shall, prior to receipt of such shares, deliver to the Company such written
statements as the Company or its counsel may reasonably require to indicate
that the recipient is acquiring such shares for his or her own account, for
investment and not with the view to a distribution thereof and that the
recipient of such shares understands that such shares have not been registered
under the Securities Act of 1933 (the "Act") and that neither the shares nor
any interest therein may be transferred, sold, assigned or conveyed except in
accordance with the Act and applicable state securities laws and must therefore
be held indefinitely unless they are subsequently registered under the Act or
an exemption from such registration is available. Such written statements may
also require the recipient's acknowledgment that he or she understands that if,
after the Stock has been held for a period of at least two years and if the
provisions of Rule 144 of the General Rules and Regulations adopted under the
Act are otherwise available (there being no representations by the Company that
the provisions of Rule 144 will be applicable), then the recipient may make
routine sales of such shares in limited amounts, in a specified manner, in
accordance with other terms and conditions of Rule 144. In the case of Stock
to which Rule 144 is not applicable, any sales by a recipient would have to be
made in compliance with Regulation A or some other exception from the
registration requirements of the Act.

11.9 Valuation of Company Stock.

All valuations of Employer Securities which are not readily tradeable
on an established securities market with respect to activities carried on by
the Plan shall be made by an independent appraiser meeting requirements similar
to those contained in Treasury Regulations under Code section 170(a)(1). The
fees of such appraisers shall be paid by the Company or the Trust, or may be
shared by each, as determined by the Company. Shares of Stock held in the
Trust Fund shall be valued annually by the Company, for all purposes of the
Plan, at their fair market value as of the last day of each Plan Year. In the
case of purchases of Stock from Disqualified Persons, the value must be
determined as of the date of the transaction.

11.10 Distribution of Cash or Company Stock.

A Participant shall have the right to require that any distribution
under this Plan be made in shares of Stock (with the value of fractional shares
payable in cash). Subject to that right, the fair market value of shares of
Stock may be distributed, at the election of the Participant in cash. The
Committee shall advise each Participant in writing of his or her right to
receive a distribution of benefits in shares of Stock before a cash
distribution may be elected by the Participant.

11.11 Buy Sell Arrangements.

(a) The Trustee, acting in accordance with the written
directions of the Committee, shall have a right of first refusal to purchase
any Stock distributed to Participants or their beneficiaries which is not
"publicly traded" at the time the right may be exercised. For this purpose,
publicly traded refers to a security that is listed on a national securities
exchange registered under

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section 6 of the Securities Exchange Act of 1934 (15 U.S.C. Section 78f) or
that is quoted on a system sponsored by a national securities association
registered under section 15A(b) of the Securities Exchange Act of 1934 (15
U.S.C. Section 78o). If a Participant or his or her beneficiary proposes to
sell, transfer or otherwise dispose (whether by gift or otherwise) of any Stock
received as a distribution from the Plan, the Participant or beneficiary, as
the case may be, shall first make an offer to the Trustee to sell such Stock to
the Trust and Plan. The selling price for the Stock shall be equal to the
greater of (i) the appraised value of the Stock as of the date of the
transaction, if the seller is a Disqualified Person, or as of the most recent
Valuation Date in all other cases, determined in good faith by an independent
appraiser as described in Section 11.9, or (ii) the purchase price and other
terms offered by a third party buyer making a good faith offer to purchase the
Stock. The Trustee shall have a 14-day period after receipt of the offer from
the Participant or beneficiary to elect to purchase all, but not less than all,
of the shares of Stock so offered. The Trustee shall give written notice to
the offering Participant or beneficiary within the required 14-day period of
its election to purchase the Stock so offered and the closing of the purchase
of the Stock shall occur within 20 business days after the date of the written
acceptance of the offer by the Trustee. At that time, the Participant or the
beneficiary shall transfer and assign the Stock so sold to the Trustee, free of
all liens or other interests by any other party with respect to the shares and
the Trustee shall deliver its check for the purchase price to the selling
Participant or beneficiary.

(b) In order to fully implement the purposes of the Plan,
the Trustee, acting in accordance with the written directions of the Committee,
shall enter into such agreements or other arrangements pursuant to which the
Trust will have the option to acquire by purchase the Stock of a deceased
stockholder party to such agreement under such circumstances and upon such
terms as the Committee shall deem in the best interests of the Plan. Any such
agreement shall provide that the price to be paid by the Trustee for such Stock
shall be no more than the fair market value of the Stock as of the last
valuation date immediately preceding such deceased stockholder's death and the
price shall not exceed the fair market value of such Stock as of the date of
purchase, as determined by the Committee under Section 11.9. In order to fund,
whether in whole or in part, the purchase of Stock pursuant to any such
agreement, the Trustee, acting pursuant to the written directions of the
Committee, may invest in such life insurance contract or contracts on the life
of any stockholder who is a party to any such agreement as may be required by
any such agreement, or which may be payable on death to the Trust as
beneficiary, and any such contracts shall be vested exclusively in the Trustee
for the benefit of the Trust as a whole.

ARTICLE XII
COMPANY STOCK PURCHASED WITH LOANS

12.1 Prohibition Against Non-Exempt Loans.

In general, the term "loan" refers to a loan made to the Plan by a
Disqualified Person or a loan to the Plan that is guaranteed by a Disqualified
Person. It includes a direct loan of cash, a purchase-money transaction, and
an assumption of the obligation of the Plan. "Guarantee" includes an unsecured
guarantee and the use of assets of a Disqualified Person as collateral for a
loan, even

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though the use of assets may not be a guarantee under applicable state law. An
amendment of a loan in order to qualify as an "Exempt Loan" (as defined herein)
is not a refinancing of the loan or the making of another loan.
Notwithstanding anything to the contrary contained in the Plan or Trust
agreement, no loan shall be made to the Plan unless such loan is a loan which
satisfies all of the following requirements (an "Exempt Loan"):

(a) Primary Benefit Requirement. The loan must be
primarily for the benefit of the Plan Participants and their beneficiaries. In
addition, at the time the loan is made, the interest rate for the loan and the
price of the Stock to be acquired with the loan proceeds should not be such
that Plan assets might be drained off and the terms of the loan, whether or not
between independent parties, must be at least as favorable to the Plan as the
terms of a comparable loan resulting from arm's-length negotiations between
independent parties.

(b) Use of Loan Proceeds. The proceeds of the loan must
be used within a reasonable time after their receipt by the Plan only for any
or all of the following purposes:

(i) To acquire Stock.

(ii) To repay such loan.

(iii) To repay a prior Exempt Loan. A new loan,
the proceeds of which are so used, must satisfy all of the provisions
of this subsection 12.1. Except as provided in subsection 12.1(g)
below, or as otherwise required by applicable law, no Stock acquired
with the proceeds of the loan may be subject to a put, call, or other
option, or buy-sell or similar arrangement while held by and when
distributed from the Plan, whether or not the Plan is still an ESOP at
such time.

(c) Liability and Collateral of Plan for Loan. The loan
must be without recourse against the Plan and the only assets of the Plan that
may be given as collateral on the loan are assets acquired with the proceeds of
the loan and assets that were used as collateral on a prior Exempt Loan repaid
with the proceeds of the current loan. No person entitled to payment under the
loan shall have any right to assets of the Plan other than:

(i) collateral given for the loan,

(ii) contributions (other than contributions of
employer securities) that are made under the Plan to meet its
obligations under the loan, and

(iii) earnings attributable to such collateral and
the investment of such contributions.

The payments made by the Plan with respect to the loan during a Plan Year must
not exceed an amount equal to the sum of such contributions and earnings
received during or prior to the year less such payments in prior years. Such
contributions and earnings must be accounted for separately in the books of
account of the Plan until the loan is repaid. Notwithstanding the foregoing,
shares of

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Stock attributable to tax credit contributions shall not be used as collateral
for a loan to the Plan or to satisfy a loan made to the Plan.

(d) Default. In the event of default upon the loan, the
value of Plan assets transferred in satisfaction of the loan must not exceed
the amount of default. If the lender is a Disqualified Person, the loan must
provide for a transfer of Plan assets upon default only upon and to the extent
of the failure of the Plan to meet the payment schedule of the loan. For the
purposes of this Subsection 12.1(d), the making of a guarantee does not make a
person a lender.

(e) Reasonable Rate of Interest. The interest rate of
the loan must not be in excess of a reasonable rate of interest. All relevant
factors will be considered in determining a reasonable rate of interest,
including the amount and duration of the loan, the security and guarantee (if
any) involved, the credit standing of the Plan and the guarantor (if any), and
the interest rate prevailing for comparable loans. When these factors are
considered, a variable interest rate may be reasonable.

(f) Release From Encumbrance. Shares of Stock purchased
with the loan shall be allocated to a special suspense account and released
from the suspense account (and the encumbrance) in accordance with this
subsection 12.1(f). Shares of Stock released from the suspense account shall
be allocated to the Participants' Company Contributions accounts. In general,
the loan must provide for the release from encumbrance under this subsection of
Plan assets used as collateral for the loan. For each Plan Year during the
duration of the loan, the number of shares of Stock released must equal the
number of encumbered shares of Stock held immediately before release for the
current Plan Year multiplied by a fraction. The numerator of the fraction is
the amount of principal and interest paid for the year. The denominator of the
fraction is the sum of the numerator plus the principal and interest to be paid
for all future years. The number of future years under the loan must be
definitely ascertainable and must be determined without taking into account any
possible extensions or renewal periods. If the interest rate under the loan is
variable, the interest to be paid in future years must be computed by using the
interest rate applicable as of the end of the Plan Year. If collateral
includes more than one class of Stock, the number of shares of Stock of each
class to be released for a Plan Year must be determined by applying the same
fraction to each class. Notwithstanding the foregoing, a loan will not fail to
satisfy this Subsection 12.1(f) merely because the number of shares of Stock to
be released from encumbrance is determined solely with reference to principal
payments. However, if release is determined with reference to principal
payments only, the following three additional rules apply:

(i) the loan shall provide for annual payments of
principal and interest at a cumulative rate that is not less rapid at
any time than level annual payments of such amounts for 10 years;

(ii) the interest included in any payment with
respect to the loan shall be disregarded only to the extent that it
would be determined to be interest under standard loan amortization
tables; and

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<PAGE> 44
(iii) these additional rules shall not apply from
the time that, by reason of a renewal, extension, or refinancing, the
sum of the expired duration of the loan, the renewal period, the
extension period, and the duration of a new loan exceeds 10 years.

(g) Put Option. Stock acquired by the Plan with the
proceeds of the loan shall be subject to a put option if it is not tradeable on
an established market or if it is subject to restriction under any federal or
state securities law, any regulation thereunder, or an agreement, not
prohibited by this Article XII, which would make the security not as freely
tradeable as one not subject to such restriction. The put option shall be
exercisable only by a Participant, by a Participant's donees, or by a person
(including an estate or its distributee) to whom the security passes by reason
of a Participant's death. For purposes of this subsection 12.1(g),
"Participant" means a Participant and beneficiaries of the Participant under
the Plan. The put option shall permit a Participant to put the security to the
Company as described in Section 11.2. At the option of the Trustee, the Plan
may assume the rights and obligations of the Company as to all or any part of
the shares tendered to the Company. If it is known at the time the loan is
made that federal or state law will be violated by the Company's honoring such
put option, the put option must permit the security to be put, in a manner
consistent with such law, to a third party (e.g., an affiliate of the Company
or a shareholder other than the Plan) that has substantial net worth at the
time the loan is made and whose net worth is reasonably expected to remain
substantial.

12.2 Voting Rights.

Stock acquired with the proceeds of an Exempt Loan that is allocated
to Participants' accounts shall be subject to the voting rights described in
Section 11.8. Stock acquired with the proceeds of an Exempt Loan that has not
been allocated to the accounts Participant shall be voted by the Trustee in
accordance with the written direction of the Committee.

12.3 Allocation to Accounts of Participants.

(a) Except as provided in this Section 12.3, amounts
contributed to the Plan must be allocated as provided under Treasury
Regulations sections 1.401-1(b)(ii) and (iii), and securities acquired by the
Plan must be accounted for as provided under Treasury Regulations section
1.402(a)-1(b)(2)(ii).

(b) As of the end of each Plan Year, the Plan must
consistently allocate to the Participants' accounts nonmonetary units
representing Participants' interests in assets withdrawn from the suspense
account.

(c) Income with respect to securities acquired with the
proceeds of an Exempt Loan must be allocated as income of the Plan except to
the extent that the Plan provides for the use of income from such securities to
repay the Loan.

(d) If a portion of a Participant's Company Contributions
account is forfeited, Stock allocated under Subsection 12.2(b) above must be
forfeited only after other assets. If interests in more than one class of
Employer Securities have been allocated to the Participant's Company

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<PAGE> 45
Contributions account, the Participant must be treated as forfeiting the same
proportion of each such class.

12.4 Non-Terminable Provisions.

Notwithstanding the fact that the Plan may cease to be an Employee
Stock Ownership Plan, Stock acquired with proceeds of an Exempt Loan shall
continue to be subject to the provisions of this Article XII.

ARTICLE XIII
PLAN ADOPTION BY AFFILIATED ENTITIES

13.1 Adoption of Plan.

Alfalfa's may permit any Affiliated Entity to adopt the Plan and Trust
for its Employees. Thereafter, such Affiliated Entity shall deliver to the
Trustee a certified copy of the resolutions or other documents evidencing its
adoption of the Plan and Trust. Such Affiliated Entity shall also execute a
copy of the Trust. The Employees of the Affiliated Entity adopting the Plan
shall not be eligible to invest their Accounts in Stock until the applicable
reporting and registration requirements of the securities laws are complied
with.

13.2 Agent of Affiliated Entity.

By becoming a party to the Plan, each Affiliated Entity appoints
Alfalfa's as its agent with authority to act for the Affiliated Entity in all
transactions in which Alfalfa's believes such agency will facilitate the
administration of the Plan. Alfalfa's shall have the sole authority to amend
and terminate the Plan.

13.3 Disaffiliation and Withdrawal from Plan.

(a) Disaffiliation. Any Affiliated Entity that has
adopted the Plan and thereafter ceases for any reason to be an Affiliated
Entity shall forthwith cease to be a party to the Plan.

(b) Withdrawal. Any Affiliated Entity may, by
appropriate action and written notice thereof to Alfalfa's, provide for the
discontinuance of its participation in the Plan. Such withdrawal from the Plan
shall not be effective until the end of the Plan Year.

13.4 Effect of Disaffiliation or Withdrawal.

If at the time of disaffiliation or withdrawal, the disaffiliating or
withdrawing entity, by appropriate action, adopts a substantially identical
plan that provides for direct transfers from this Plan, then, as to employees
of such entity, no plan termination shall have occurred; the new plan shall be
deemed a continuation of this Plan for such employees. In such case, the
Trustee shall transfer to the trustee of the new plan all of the assets held
for the benefit of employees of the

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<PAGE> 46
disaffiliating or withdrawing entity, and no forfeitures or acceleration of
vesting shall occur solely by reason of such action. Such payment shall
operate as a complete discharge of the Trustee, and of all organizations except
the disaffiliating or withdrawing entity, of all obligations under this Plan to
employees of the disaffiliating or withdrawing entity and to their
beneficiaries. A new plan shall not be deemed substantially identical to this
Plan if it provides slower vesting than this Plan. Nothing in this Section
shall authorize the divesting of any vested portion of a Participant's
account(s).

13.5 Distribution Upon Disaffiliation or Withdrawal.

(a) Disaffiliation. If an entity disaffiliates from the
Company and the provisions of Section 13.4 are not followed, then the following
rules apply to the account(s) of employees of the disaffiliating entity.

(i) If the disaffiliating entity maintains a
defined contribution plan (other than an employee stock ownership
plan within the meaning of Code section 4975(e)(7)), then, if the
other plan will accept such a transfer, the Trustee shall transfer the
employee's account(s) to the other plan unless the employee consents
to an immediate distribution in a lump sum (other than an annuity) of
the vested portion of his account(s); if the other plan will not
accept such a transfer, the account(s) shall remain in this Plan until
the employee elects to make a distribution pursuant to Article VI.

(ii) If the disaffiliating entity does not
maintain a defined contribution plan (other than an employee stock
ownership plan within the meaning of Code section 4975(e)(7)), then
the Trustee shall distribute the vested portion of the employee's
account(s) to the employee in a lump sum (other than an annuity), upon
the consent of the employee. If the employee does not consent to an
immediate distribution, then distribution may only be made according
to Article VI.

(b) Withdrawal. If an Affiliated Entity withdraws from
the Plan and the provisions of Section 13.4 are not followed, then the
following rules apply to the account(s) of Employees of the withdrawing entity.

(i) If the withdrawing entity maintains a defined
contribution plan that accepts transfers from this Plan, then the
Employee may transfer his account(s) from this Plan to such plan. No
forfeitures or acceleration of vesting shall occur solely by reason of
such transfer.

(ii) If the withdrawing entity does not maintain a
defined contribution plan that accepts transfers from this Plan, then
the Employee's account(s) shall remain in this Plan.

(c) Distributions. Any distribution or transfer made
pursuant to this Section may be in cash, in kind, or partly in cash and partly
in kind. After such distribution or transfer has been

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<PAGE> 47
made, no Participant or beneficiary who has received any such distribution, or
for whom any such transfer has been made, shall have any further right or claim
under the Plan or Trust.

ARTICLE XIV
TOP-HEAVY PROVISIONS

14.1 Application of Top-Heavy Provisions.

The provisions of this Article XIV shall be applicable only if the
Plan becomes "top-heavy" as defined below for any Plan Year beginning after
December 31, 1983. If the Plan becomes "top-heavy" as of the Determination
Date for a Plan Year, the provisions of this Article XIV shall apply to the
Plan effective as of the first day of such Plan Year and shall continue to
apply to the Plan (whether or not the Plan ceases to be "top-heavy") until the
Plan is terminated or otherwise amended.

14.2 Determination of Top-Heavy Status.

The Plan shall be considered "top-heavy" for a Plan Year if, as of the
Determination Date for that Plan Year, the aggregate of the account balances
(as calculated according to the regulations under Code section 416) of Key
Employees under this Plan (and under all other plans required or permitted to
be aggregated with this Plan) exceeds 60% of the aggregate of the account
balances (as calculated according to the regulations under Code section 416) in
this Plan (and under all other plans required or permitted to be aggregated
with this Plan) of all current Employees and all former Employees who
terminated employment within five years of the Determination Date. This ratio
shall be referred to as the "top-heavy ratio". For purposes of determining the
account balance of any Participant, distributions made with respect to such
individual within a five-year period ending on the Determination Date shall be
included. This shall also apply to distributions under a terminated plan that,
if it had not been terminated, would have been required to be included in an
aggregation group. The account balances of a Participant who had once been a
Key Employee, but who is not a Key Employee during the Plan Year, shall not be
taken into account. The following plans must be aggregated with this Plan for
the top-heavy test: (a) a qualified plan maintained by the Company or an
Affiliated Entity in which a Key Employee participated during this Plan Year or
during the previous four Plan Years and (b) any other qualified plan maintained
by the Company or an Affiliated Entity that enables this Plan or any plan
described in clause (a) to meet the requirements of Code sections 401(a) and
410. The following plans may be aggregated with this Plan for the top-heavy
test: any qualified plan maintained by the Company or an Affiliated Entity
that, in combination with the Plan or any plan required to be aggregated with
this Plan when testing this Plan for top-heaviness, would satisfy the
requirements of Code sections 401(a) and 410. If one or more of the plans
required or permitted to be aggregated with this Plan is a defined benefit
plan, a Participant's "account balance" shall equal the present value of his
accrued benefit, including any distributions within five years of the
Determination Date. If the aggregation group includes more than one defined
benefit plan, the same actuarial assumptions shall be used with respect to each
such defined benefit plan. The foregoing top-heavy ratio shall be computed in
accordance with the provisions of Code section 416(g), together with the
regulations and rulings thereunder.

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14.3 Special Vesting Rule.

Notwithstanding the provisions of Section 5.1 hereof to the contrary,
the amount credited to the Participant's Company Contributions account shall
vest in accordance with the following schedule during any top-heavy Plan Year:

Years of Service Vested Percentage
---------------- -----------------

fewer than 2 0
2 20
3 40
4 60
5 80
6 or more 100

14.4 Special Minimum Contribution.

(a) Notwithstanding the provisions of Section 3.1 and Article IV
to the contrary, and subject to subsection (b), in every top-heavy Plan Year, a
minimum allocation is required for each Non-Key Employee who both (i) performed
one or more Hours of Service during the Plan Year as a Covered Employee after
satisfying any eligibility requirement of Section 2.1, and (ii) was an Employee
on the last day of the Plan Year. This minimum allocation is required
regardless of whether such Non-Key Employee received credit for 1,000 or more
Hours of Service or made any required contributions to the Plan for such Plan
Year. The minimum allocation shall be a percentage of such Non-Key Employee's
Compensation. The percentage shall be the lesser of 3% or the largest
percentage of any Key Employee's Compensation. For all Key and Non-Key
Employees, this percentage takes into account all Company Contributions and
forfeitures, except for amounts used to restore the accounts of a rehired or
missing Participant, allocated for the Plan Year. If this minimum allocation
is not satisfied for any Non-Key Employee, the Company shall contribute the
additional amount needed to satisfy this requirement to such Non-Key Employee's
Company Contributions account.

(b) The Company or an Affiliated Entity also maintains a Code
section 401(k) plan. Notwithstanding subsection (a), the minimum contribution
required by this section for Non-Key Employees who participate in both plans
shall be provided in the 401(k) plan. The minimum contribution required by
this section for Non-Key Employees who participate in this Plan only shall be
provided in this Plan, as specified in subsection (a).

14.5 Change in Top-Heavy Status.

If the Plan ceases to be a "top-heavy" plan as defined in this Article
XIV, and if any change in the benefit structure, vesting schedule or other
component of a Participant's accrued benefit shall occur as a result of such
change in top-heavy status, the nonforfeitable portion of each Participant's
benefit attributable to Company Contributions shall not be decreased as a
result of such change. In addition, each Participant with at least three Years
of Service with the Company and Affiliated

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Entities on the date of such change, may elect to have his nonforfeitable
percentage computed under the Plan without regard to such change in status.
The period during which the election may be made shall commence on the date the
Plan ceases to be a top-heavy plan and shall end on the later of (a) 60 days
after the change in status occurs, (b) 60 days after the change in status
becomes effective, or (c) 60 days after the Participant is issued written
notice of the change by the Company or the Committee.

ARTICLE XV
MISCELLANEOUS

15.1 Right to Dismiss Employees - No Employment Contract.

The Company and Affiliated Entities may terminate the employment of
any Employee as freely and with the same effect as if this Plan were not in
existence. Participation in this Plan by an Employee shall not constitute an
express or implied contract of employment between the Company or an Affiliated
Entity and the Employee.

15.2 Claims Procedure.

(a) All claims shall be filed in writing by the
Participant, his beneficiary, or the authorized representative of the claimant,
by completing the procedures that the Committee requires. The procedures shall
be reasonable and may include the completion of forms and the submission of
documents and additional information. For purposes of this Section, a request
for an in-service withdrawal shall be considered a claim.

(b) The Committee shall review all materials and shall
decide whether to approve or deny the claim. If a claim is denied in whole or
in part, written notice of denial shall be furnished by the Committee to the
claimant within 90 days after the receipt of the claim by the Committee, unless
special circumstances require an extension of time for processing the claim, in
which event notification of the extension shall be provided to the claimant and
the extension shall not exceed 90 days. The written notice shall set forth the
specific reasons for such denial, specific reference to pertinent Plan
provisions, a description of any additional material or information necessary
for the claimant to perfect his claim and an explanation of why such material
or information is necessary, all written in a manner calculated to be
understood by the claimant. The notice shall include appropriate information
as to the steps to be taken if the claimant wishes to submit his denied claim
for review. The claimant may request a review upon written application, may
review pertinent documents, and may submit issues or comments in writing. The
claimant must request a review within the reasonable period of time prescribed
by the Committee. In no event shall such a period of time be less than 60
days. The Committee shall decide all reviews of denied claims. A decision on
review shall be rendered within 60 days of the receipt of request for review by
the Committee. If special circumstances require a further extension of time
for processing, a decision shall be rendered not later than 120 days following
the Committee's receipt of the request for review. If such an extension of
time for review is required, written notice of the extension shall

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<PAGE> 50
be furnished to the claimant prior to the commencement of the extension. The
Committee's decision on review shall be furnished to the claimant. Such
decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant, as
well as specific references to the pertinent Plan provisions on which the
decision is based.

(c) The Committee shall have total discretionary
authority to determine eligibility, status, and the rights of all individuals
under the Plan and to construe any and all terms of the Plan.

15.3 Source of Benefits.

All benefits payable under the Plan shall be paid solely from the
Trust Fund, and the Company and Affiliated Entities assume no liability or
responsibility therefor.

15.4 Exclusive Benefit of Employees.

It is the intention of the Company that no part of the Trust, other
than as provided in Sections 3.3, 9.2, and 15.9 hereof and Section 7.3 of the
Trust agreement, ever to be used for or diverted to purposes other than for the
exclusive benefit of Participants, Alternate Payees, and their beneficiaries,
and that this Plan shall be construed to follow the spirit and intent of the
Code and ERISA.

15.5 Forms of Notices.

Wherever provision is made in the Plan for the filing of any notice,
election, or designation by a Participant, Spouse, Alternate Payee, or
beneficiary, the action of such individual shall be evidenced by the execution
of such form as the Committee may prescribe for the purpose.

15.6 Failure of Any Other Entity to Qualify.

If any entity adopts this Plan but fails to obtain or retain the
qualification of the Plan under the applicable provisions of the Code, such
entity shall withdraw from this Plan upon a determination by the Internal
Revenue Service that it has failed to obtain or retain such qualification.
Within 30 days after the date of such determination, the assets of the Trust
Fund held for the benefit of the Employees of such entity shall be separately
accounted for and disposed of in accordance with the Plan and Trust.

15.7 Notice of Adoption of the Plan.

The Company shall provide each of its Employees with notice of the
adoption of this Plan, notice of any amendments to the Plan, and notice of the
salient provisions of the Plan prior to the end of the first Plan Year. A
complete copy of the Plan shall also be made available for inspection by
Employees or any other individual with an account balance under the Plan.

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<PAGE> 51
15.8 Plan Merger.

If this Plan is merged or consolidated with, or its assets or
liabilities are transferred to, any other qualified plan of deferred
compensation, each Participant shall be entitled to receive a benefit
immediately after the merger, consolidation, or transfer that is equal to or
greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation, or transfer if this Plan had then been
terminated.

15.9 Inalienability of Benefits - Domestic Relations Orders.

(a) Except as provided in Subsection (b) below, no
Participant or beneficiary shall have any right to assign, alienate, transfer,
hypothecate, encumber or anticipate his interest in any benefits under this
Plan, nor shall such benefits be subject to any legal process to levy upon or
attach the same for payment of any claim against any such Participant or
beneficiary.

(b) Subsection (a) shall apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant pursuant to a Domestic Relations Order unless such Domestic
Relations Order is a QDRO in which case the Plan shall make payment of benefits
in accordance with the applicable requirements of any such QDRO.

(c) In order to be a QDRO, the Domestic Relations Order:
(i) must clearly specify the name and the last known mailing address of the
Participant; (ii) must specify the name and mailing address of each Alternate
Payee covered by the order; (iii) must specify either the amount or percentage
of the Participant's benefits to be paid by the Plan to each such Alternate
Payee, or the manner in which such amount or percentage is to be determined;
(iv) must specify the number of payments or period to which such order applies;
(v) must specify each plan to which such order applies; (vi) may not require
the Plan to provide any type or form of benefit, or any option, not otherwise
provided under the Plan, subject to the provisions of Paragraph (f)(ii); (vii)
may not require the Plan to provide increased benefits (determined on the basis
of actuarial value); (viii) may not require the payment of benefits to an
Alternate Payee if such benefits have already been designated to be paid to
another Alternate Payee under another order previously determined to be a QDRO.

(d) In the case of any payment before an Employee has
separated from service, a Domestic Relations Order shall not be treated as
failing to meet the requirements of Subsection (c) solely because such order
requires that payment of benefits be made to an Alternate Payee (i) on or after
the date on which the Employee attains (or would have attained) his earliest
retirement age, (ii) as if the Employee had retired on the date on which such
payment is to begin under such order (but taking into account only the account
balance on such date), and (iii) in any form in which such benefits may be paid
under the Plan to the Employee. The earliest retirement age is the earlier of
(i) the date on which the Employee is entitled to a distribution under the
Plan, or (ii) the later of (A) the date the Employee attains age 50, or (B) the
earliest date on which the Employee could begin receiving benefits under the
Plan if the Employee separated from service. For purposes of this Subsection,
the account balance as of the date specified in the QDRO shall be the vested
portion of the Employee's account(s) on such date.

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<PAGE> 52
(e) The Committee shall establish reasonable procedures
to determine the qualified status of Domestic Relations Orders and to
administer distributions under QDRO's. Such procedures shall be in writing and
shall permit an Alternate Payee to designate a representative to receive copies
of notices. When the Committee receives a Domestic Relations Order, it shall
promptly notify the Participant and each Alternate Payee of such receipt and
provide them with copies of the Plan's procedures for determining the qualified
status of the order. Within a reasonable period after receipt of a Domestic
Relations Order, the Committee shall determine whether such order is a QDRO and
notify the Participant and each Alternate Payee of such determination. During
any period in which the issue of whether a Domestic Relations Order is a QDRO
is being determined (by the Committee, by a court of competent jurisdiction, or
otherwise), the Committee shall separately account for the amounts payable to
the Alternate Payee if the order is determined to be a QDRO. If the order (or
modification thereof) is determined to be a QDRO within 18 months after the
date the first payment would have been required by such order, the Committee
shall pay the amounts separately accounted for (plus any interest thereon) to
the individual(s) entitled thereto. However, if the Committee determines that
the order is not a QDRO, or if the issue as to whether such order is a QDRO has
not been resolved within 18 months after the date the first payment would have
been required by such order, then the Committee shall pay the amounts
separately accounted for (plus any interest thereon) to the individual(s) who
would have been entitled to such amounts if there had been no order. Any
determination that an order is a QDRO that is made after the close of the
18-month period shall be applied prospectively only. If the Plan's fiduciaries
act in accordance with fiduciary provisions of ERISA in treating a Domestic
Relations Order as being (or not being) a QDRO or in taking action in
accordance with this Subsection, then the Plan's obligation to the Participant
and each Alternate Payee shall be discharged to the extent of any payment made
pursuant to the acts of such fiduciaries.

(f) The Alternate Payee shall have the following rights
under the Plan:

(i) The Alternate Payee may designate
beneficiaries in the same manner as a Participant, pursuant to
Section 6.1. However, any such beneficiary designation shall be
effective without the consent of the spouse of the Alternate Payee.
In the absence of an effective beneficiary designation, the
distributable amount of the Alternate Payee's account(s) shall be paid
to his surviving spouse; or if none, in equal shares to his surviving
children and issue of deceased children by right of representation; or
if none, in equal shares to each surviving parent; or if none, to his
estate.

(ii) Distribution to an Alternate Payee must occur
on or before the Participant's Required Beginning Date. An Alternate
Payee may only receive a distribution in the form of a lump sum of his
entire interest in the Plan. The minimum distribution required by
Code section 401(a)(9) shall be determined according to the
regulations issued under Code section 401(a)(9).

(iii) Upon the death of an Alternate Payee, the
Alternate Payee's entire interest in the Plan shall be distributed in
a lump sum by the end of the calendar year containing the fifth
anniversary of the Alternate Payee's death.

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(iv) The Alternate Payee (or his beneficiary) may
bring claims against the Plan in the same manner as a Participant
pursuant to Section 15.2.

15.10 Payments Due Minors or Incapacitated Individuals.

If any individual entitled to a payment under the Plan is a minor, or
if the Committee determines that any such individual is incapacitated by reason
of physical or mental disability, whether or not legally adjudicated as such,
the Committee shall have the power to cause the payments becoming due to such
individual to be made to his personal representative or to another for his
benefit, without responsibility of the Committee or the Trustee to see to the
application of such payments. Payments made pursuant to such power shall
operate as a complete discharge of the Trust Fund, the Trustee and the
Committee.

15.11 Uniformity of Application.

The provisions of this Plan shall be applied in a uniform and
non-discriminatory manner in accordance with rules adopted by the Committee
which rules shall be systematically followed and consistently applied so that
all individuals similarly situated shall be treated alike.

15.12 Disposition of Unclaimed Payments.

Each Participant, Alternate Payee, or beneficiary with an account
balance in this Plan must file with the Committee from time to time in writing
his address, the address of each of his beneficiaries (if applicable), and each
change of address. Any communication, statement or notice addressed to such
individual at his last address filed with the Committee (or if no address is
filed with the Committee then at his last address as shown on the Company's
records) will be binding on such individual for all purposes of the Plan.
Neither the Committee nor the Trustee shall be required to search for or locate
any missing individual. If the Committee notifies an individual that he is
entitled to a distribution and also notifies him of the provisions of this
Section, and the individual fails to claim his benefits under the Plan or make
his address known to the Committee within five calendar years after the
notification, the benefits under the Plan of such individual either (a) shall
be forfeited as of the end of the Plan Year coincident with or following the
five-year waiting period, or (b) shall continue to be held in the Trust Fund
for the benefit of the individual, as the Committee in its discretion
determines. Any amount forfeited pursuant to this Section shall be allocated
pursuant to Section 5.5. If the individual should later make a claim for his
forfeited benefit, the Company shall make a special contribution to the Plan
equal to the forfeiture, and such amount shall be distributed to the
individual.

15.13 Pronouns: Gender and Number.

Unless the context clearly indicates otherwise, words in either gender
shall include the other gender and the singular shall include the plural and
vice versa.

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15.14 Applicable Law.

This Plan shall be construed and regulated by ERISA, the Code, and, to
the extent applicable, the laws of the State of Colorado.