Employees' Retirement Plan - Barnes & Noble Inc.


                         BARNES & NOBLE, INC.
                      EMPLOYEES' RETIREMENT PLAN




                   Effective as of January 1, 1987
              Amended and Restated as of January 1, 1998




                                                                    Exhibit 10.8


                         BARNES & NOBLE, INC.
                      EMPLOYEES' RETIREMENT PLAN

                             INTRODUCTION

B. Dalton Bookseller, Inc., prior to 1987 a wholly-owned subsidiary of
Dayton-Hudson Corporation, established the B. Dalton Company Employees'
Retirement Plan as of January 1, 1987 ("B. Dalton Plan"). Effective
January 1, 1992, the Pension Plan for Employees of Doubleday Book Shops,
Inc. was merged into the B. Dalton Plan.

As of January 1, 1994, sponsorship of the B. Dalton Plan was transferred
from B. Dalton Bookseller, Inc. to Barnes & Noble, Inc.. The B. Dalton
Plan was amended and restated in its entirety and renamed the Barnes & Noble, Inc. Employees' Retirement Plan effective as of January 1, 1994
("Plan").

This amendment and restatement of the Plan is effective as of January 1,
1998 and incorporates the provisions of the Retirement Protection Act of
1994 as part of the General Agreement on Tariffs and Trade.

Except as otherwise herein specified, the rights and benefits of any
Participant who retires or whose employment is terminated are determined
in accordance with the provisions of the Plan in effect and operative at
the time of such retirement or termination.



                                                                    Exhibit 10.8



                             BARNES & NOBLE, INC.
                          EMPLOYEES' RETIREMENT PLAN

                              TABLE OF CONTENTS

                                                                            
                                                                            Page

ARTICLE 1.  DEFINITIONS .......................................................1

ARTICLE 2.  PARTICIPATION ....................................................13

         2.01 Participation Requirements .....................................13
         2.02 Determination of Eligibility Service ...........................13
         2.03 Events Affecting Participation .................................13
         2.04 Participation upon Reemployment ................................14

ARTICLE 3.  SERVICE ..........................................................15

         3.01 Years of Vesting Service .......................................15
         3.02 Credited Service ...............................................18
         3.03 Restoration of Retired Participant or Other Former Eligible
              Employee to Service ............................................19

ARTICLE 4.  ELIGIBILITY FOR AND AMOUNT OF BENEFITS ...........................24

         4.01 Normal Retirement ..............................................24
         4.02 Late Retirement ................................................25
         4.03 Early Retirement ...............................................27
         4.04 Vesting ........................................................27
         4.05 Spouse's Pension ...............................................28
         4.06 Maximum Benefit Limitation .....................................32
         4.07 Transfers and Employment with an Affiliate .....................33

ARTICLE 5.  PAYMENT OF PENSIONS ..............................................35

         5.01 Automatic Form of Payment ......................................35
         5.02 Optional Forms of Payment ......................................36
         5.03 Election of Options ............................................39
         5.04 Commencement of Payments .......................................41
         5.05 Distribution Limitation ........................................42
         5.06 Direct Rollover of Certain Distributions .......................42

ARTICLE 6.  CONTRIBUTIONS ....................................................44

         6.01 Employer's Contributions .......................................44
         6.02 Return of Contributions ........................................44

ARTICLE 7.  ADMINISTRATION OF PLAN ...........................................45


         7.01 Plan Sponsor and Plan Administrator ............................45
         7.02 Administrative Responsibilities ................................45



                         BARNES & NOBLE, INC.
                      EMPLOYEES' RETIREMENT PLAN

                          TABLE OF CONTENTS
                               (cont'd)

                                                                            Page

         7.03 Delegation of Responsibilities .................................46
         7.04 Certified Earnings and Bonding .................................46
         7.05 Service in More Than One Fiduciary Capacity ....................46
         7.06 Indemnification ................................................47
         7.07 Establishment of Rules .........................................47
         7.08 Correction of Errors ...........................................47
         7.09 Prudent Conduct ................................................48
         7.10 Actuary ........................................................48
         7.11 Maintenance of Accounts ........................................48
         7.12 Records ........................................................48
         7.13 Appointment of Investment Manager ..............................48
         7.14 Expenses of Administration .....................................49
         7.15 Claims and Review Procedures ...................................49

ARTICLE 8.  MANAGEMENT OF FUNDS ..............................................53

         8.01 Funding Agent ..................................................53
         8.02 Exclusive Benefit Rule .........................................54
         8.03 Funding Policy .................................................54

ARTICLE 9.  GENERAL PROVISIONS ...............................................55

         9.01 Nonalienation ..................................................55
         9.02 Conditions of Employment Not Affected by Plan ..................55
         9.03 Facility of Payment ............................................56
         9.04 Information ....................................................56
         9.05 Top-Heavy Provisions ...........................................56
         9.06 Offsets ........................................................60
         9.07 Construction ...................................................60
         9.08 Prevention of Escheat ..........................................61

ARTICLE 10.  AMENDMENT, MERGER, AND TERMINATION ..............................62

         10.01 Amendment of Plan .............................................62
         10.02 Merger, Consolidation, or Transfer ............................62
         10.03 Additional Participating Employers ............................63
         10.04 Termination of Plan ...........................................63
         10.05 Limitation Concerning Highly Compensated Employees or Highly 
               Compensated Former Employees ..................................64
         10.06 Doubleday Book Shops, Inc .....................................65




                         BARNES & NOBLE, INC.
                      EMPLOYEES' RETIREMENT PLAN

                          TABLE OF CONTENTS
                               (cont'd)

                                                                            Page

APPENDIX A.  ACTUARIAL FACTORS ...............................................66

APPENDIX B.  PROVISIONS APPLICABLE TO EMPLOYEES OF DOUBLEDAY BOOK SHOPS, INC .68



                                                             Exhibit 10.8

                           BARNES & NOBLE, INC.
                        EMPLOYEES' RETIREMENT PLAN

                          ARTICLE 1. DEFINITIONS

1.01     "Accrued Benefit" means, as of any date of determination, the
         normal retirement Pension of a Participant computed under
         Section 4.01 on the basis of the Participant's Final Average
         Compensation, the number of years of Credited Service and other
         applicable components of the Plan formula, as of that date.

1.02     "Actuarial Equivalent" means the equivalent value when computed
         on the basis of the IRS Mortality Table and IRS Interest Rate,
         except as otherwise specified in the Plan or Appendix A.

1.03     "Administrator" means the Company in its role described in Article 7.

1.04     "Affiliate" means any company not participating in the Plan
         which is (i) a member of a controlled group of corporations (as
         defined in Section 414(b) of the Code) which also includes as a
         member the Employer; (ii) any trade or business under common
         control (as defined in Section 414(c) of the Code) with the
         Employer; (iii) any organization (whether or not incorporated)
         which is a member of an affiliated service group (as defined in
         Section 414(m) of the Code) which includes the Employer; or (iv)
         any other entity required to be aggregated with the Employer
         pursuant to regulations under Section 414(o) of the Code.
         Notwithstanding the foregoing sentence, for purposes of Section
         4.06, Section 3.01(e)(iii), and Section 3.02(c)(iii), the
         definitions in Sections 414(b) and (c) of the Code shall be
         modified as provided in Section 415(h) of the Code.



                                                                          Page 2

1.05     "Annuity Starting Date" means, unless the Plan expressly
         provides otherwise, the first day of the first period for which
         an amount is due as an annuity or any other form.

1.06     "Beneficiary" means the person or persons named by a Participant
         by written designation filed with the Administrator to receive
         payments after the Participant's death.

1.07     "Board of Directors" means the Board of Directors of the
         Company, as from time to time constituted, or any executive
         committee thereof authorized to act for said Board of Directors.

1.08     "Break in Service" means a period which constitutes a break in
         an Eligible Employee's Years of Vesting Service, as provided in
         Section 3.01(c).

1.09     "Certified Earnings" means the basic cash remuneration paid to
         an Eligible Employee for services rendered to the Employer,
         determined prior to any pre-tax contributions under a "qualified
         cash or deferred arrangement" (as defined under Section 401(k)
         of the Code and its applicable regulations) or under a
         "cafeteria plan" (as defined under Section 125 of the Code and
         its applicable regulations), including salary, hourly wages,
         commissions, overtime pay, and bonus pay, but excluding (a)
         expense allowances or reimbursements, payments or contributions
         to or for the benefit of the Participant under this Plan or any
         other employee benefit plan, deferred compensation payments
         under any deferred compensation plan, merchandise discounts or
         benefits in the form or use of property, except to the extent
         such amounts are required to be included in determining the
         Eligible Employee's regular rate of pay under the Federal Fair
         Labor Standards Act for purposes of computing his overtime pay,
         (b) any bonus paid to the Eligible Employee under a plan or
         policy of the Employer that is paid in a calendar year other
         than the


                                                                          Page 3

         calendar year in which such bonus would normally be
         paid under such plan or policy, or (c) amounts paid by any
         entity other than the Employer.

         However, effective on and after January 1, 1989 and before
         January 1, 1994, Certified Earnings taken into account for any
         purpose under the Plan, including the determination of Final
         Average Compensation, shall not exceed $200,000 per year. Except
         as provided below, as of January 1 of each calendar year on and
         after January 1, 1990 and before January 1, 1994, the applicable
         limitation as determined by the Commissioner of Internal Revenue
         for that calendar year shall become effective as the maximum

         Certified Earnings to be taken into account for Plan purposes
         for that calendar year only in lieu of the $200,000 limitation
         set forth above. Commencing with the Plan Year beginning in
         1994, Certified Earnings taken into account for any purpose
         under the Plan, including the determination of Final Average
         Compensation, shall not exceed $150,000, as adjusted in
         accordance with Sections 401(a)(17)(B) and 415(d)(1)A) of the
         Code.

1.10     "Code" means the Internal Revenue Code of 1986, as amended from
         time to time.

1.11     "Company" means prior to January 1, 1994, B. Dalton Bookseller,
         Inc., and thereafter, Barnes & Noble, Inc. and any successor
         thereof by merger, purchase, or otherwise.

1.12     "Covered Compensation" means, for any Participant, the average,
         rounded to the nearest $3,000, of the taxable wage bases in
         effect under Section 230 of the Social Security Act for each
         year in the 35-year period ending with the calendar year in
         which the Participant attains (or will attain) his Social
         Security Retirement Age. In determining a Participant's Covered
         Compensation for any Plan Year, the taxable wage base for the
         current Plan Year and any subsequent Plan Year

                                                                          Page 4

         shall be assumed to be the same as the taxable wage base in effect as
         of the beginning of the Plan Year for which the determination is made.

1.13     "Credited Service" means service recognized for purposes of
         computing the amount of any benefit, determined as provided in
         Section 3.02.

1.14     "Effective Date" means January 1, 1987.

1.15     "Eligible Employee" means any Employee who receives from an
         Employer compensation other than a pension, severance pay,
         retainer or fee under contract, but excluding any individual
         classified by the Employer as a Leased Employee or independent
         contractor, regardless of their classification by the Internal
         Revenue Service for tax withholding purposes, any person who is
         included in a unit of Employees covered by a collective
         bargaining agreement which does not provide for his membership
         in the Plan, any non-resident alien with no U.S.-source income
         (as described in Code Section 861(a)(3)), and any Employee whose
         services are performed outside the continental United States
         (including Alaska and Puerto Rico) or Hawaii, or whose base of
         operations is outside the continental U.S. (including Alaska and
         Puerto Rico) or Hawaii.

1.16     "Employee" means any person who is employed by an Employer.

1.17     "Employer" means the Company with respect to its employees; or

         any other company participating in the Plan as provided in
         Section 10.03 with respect to its employees.

1.18     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
         amended from time to time.


                                                                          Page 5
1.19     "Final Average Compensation" means the average annual Certified
         Earnings of a Participant during the five consecutive Plan Years
         in the last ten or fewer Plan Years during which he completes at
         least 1,000 Hours of Service in each such Plan Year affording
         the highest such average, or during all of the Plan Years in
         which he completes 1,000 Hours of Service, if less than five
         years. The Plan Year in which the Participant first completes an
         Hour of Service and/or the Plan Year in which he incurs a
         Termination of Employment shall be included in the determination
         of Final Average Compensation, even if he completed less than
         1,000 Hours of Service in each of such Plan Years, if the
         inclusion of Certified Earnings in either or both of such Plan
         Years results in a higher Final Average Compensation, provided
         that such Plan Years are within the last ten consecutive Plan
         Years.

1.20     "Five Percent Owner" means with respect to a corporation, any
         person who owns (or is considered as owning within the meaning
         of Code Section 318) more than 5 percent of the outstanding
         stock of the corporation or stock possessing more than 5 percent
         of the total voting power of the corporation.

1.21     "Funding Agent" means the trustee or trustees or the legal
         reserve life insurance company by whom the funds of the Plan are
         held, as provided in Article 8.

1.22     "Highly Compensated Employee" means with respect to a Plan Year
         commencing on or after January 1, 1997, any employee of the
         Employer or an Affiliate (whether or not eligible for the Plan)
         who:
                  (a)     was a Five Percent Owner for such Plan Year or the
                          prior Plan Year, or


                                                                          Page 6

                  (b)     for the preceding Plan Year received Statutory
                          Compensation in excess of $80,000 (as adjusted by the
                          Secretary of the Treasury from time to time), and, if
                          the Employer so elects, was among the highest 20
                          percent of employees for the preceding Plan Year when
                          ranked by Statutory Compensation paid for that year
                          excluding, for purposes of determining the number of
                          such employees, such employees as the Administrator
                          may determine on a consistent basis pursuant to
                          Section 414(q) of the Code. For this purpose,

                          "Statutory Compensation" shall mean the wages,
                          salaries, and other amounts paid in respect of an
                          employee for services actually rendered to an Employer
                          or an Affiliate and including amounts excluded from
                          the income of an employee pursuant to Sections 125,
                          402(e)(3), 402(h)(1)(B), and 403(b) of the Code, but
                          excluding deferred compensation, stock options, and
                          other distributions which receive special tax benefits
                          under the Code.

         Notwithstanding the foregoing, employees who are nonresident
         aliens and who receive no earned income from the Employer or an
         Affiliate which constitutes income from sources within the
         United States shall be disregarded for all purposes of this
         Section.

         The provisions of this Section shall be further subject to such
         additional requirements as shall be described in Section 414(q)
         of the Code and its applicable regulations, which shall override
         any aspects of this Section inconsistent therewith.

1.23     "Hour of Service"  means, with respect to any applicable computation 
         period,
                  (a)     each hour for which the Employee is paid or entitled
                          to payment for the performance of duties for the
                          Employer or an Affiliate,

                  (b)     each hour for which an Employee is paid or entitled to
                          payment by the Employer or an Affiliate on account of
                          a period during which no duties are performed, whether
                          or not the

                                                                          Page 7

                          employment relationship has terminated, due to 
                          vacation, holiday, illness, incapacity (including
                          disability), layoff, jury duty, military duty or leave
                          of absence, but not more than 501 hours for any single
                          continuous period,

                  (c)     each hour for which back pay, irrespective of
                          mitigation of damages, is either awarded or agreed to
                          by the Employer or an Affiliate, excluding any hour
                          credited under (a) or (b), which shall be credited to
                          the computation period or periods to which the award,
                          agreement or payment pertains, rather than to the
                          computation period in which the award, agreement or
                          payment is made,

                  (d)     solely for purposes of determining whether an Employee
                          has incurred a Break in Service under the Plan, each
                          hour for which an Employee would normally be credited
                          under paragraph (a) or (b) above during a period of
                          Parental Leave but not more than 501 hours for any

                          single continuous period. In the case in which hours
                          cannot be determined, eight hours of service per day
                          of such absence shall be credited. However, the number
                          of hours credited to an Employee under this paragraph
                          (d) during the computation period in which the
                          Parental Leave began, when added to the hours credited
                          to an Employee under paragraphs (a) through (c) above
                          during that computation period, shall not exceed 501.
                          If the number of hours credited under this paragraph
                          (d) for the computation period in which the Parental
                          Leave began is zero, the provisions of this paragraph
                          (d) shall apply as though the Parental Leave began in
                          the immediately following computation period, and

                  (e)     solely for purposes of determining whether an Employee
                          has incurred a Break in Service under the Plan, each
                          hour for which an Employee would normally be credited
                          under paragraph (a) or (b) above during a period of
                          leave for the birth, adoption or placement of a child,
                          to care for a spouse or an immediate family member
                          with a serious illness or


                                                                          Page 8

                          for the Employee's own illness pursuant to the Family 
                          and Medical Leave Act of 1993 and its regulations.

         For purposes of paragraph (b), a payment shall be deemed to be
         made by or due from an Employer or Affiliate regardless of
         whether such payment is made by or due from an Employer or
         Affiliate directly, or indirectly through, among others, a trust
         fund or insurer to which the Employer or Affiliate 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.

         No more than 501 hours shall be credited under paragraph (b)
         above for the non-performance of duties for any single
         continuous period (whether or not such period occurs in a single
         computation period).

         No hours shall be credited on account of any period during which
         the Employee performs no duties and receives payment solely for
         the purpose of complying with unemployment compensation,
         workers' compensation or disability insurance laws.

         The Hours of Service credited shall be determined as required by
         Title 29 of the Code of Federal Regulations, Section
         2530.200b-2(b) and (c). In crediting Hours of Service hereunder,
         each Employee for whom the Employer or Affiliate does not
         maintain hourly work records and who completes at least one Hour
         of Service (pursuant to paragraphs (a), (b), or (c) above)

         during any week shall be credited with 45 Hours of Service for
         such week. For each other Employee, Hours of Service shall be
         credited based on the number of hours actually worked.


                                                                          Page 9

1.24     "IRS Interest Rate" means the annual rate of interest on 30-year
         Treasury Securities as published by the Commissioner in the
         calendar month preceding the applicable Stability Period.

1.25     "IRS Mortality Table" means the mortality table prescribed by
         the Secretary of the Treasury under Section 417(e)(3)(A)(ii)(I)
         of the Code as in effect on the first day of the applicable
         Stability Period.

1.26     "Leased Employee" means any person as so defined in Section 414(n) of 
         the Code.

1.27     "Limitation Year" means the calendar year.

1.28     "Normal Retirement Age" means an Eligible Employee's 65th
         birthday or the fifth anniversary of the date he becomes a
         Participant, if later.

1.29     "Normal  Retirement  Date" means the last day of the calendar month in 
         which an Eligible  Employee reaches his Normal Retirement Age.

1.30     "Parental Leave" means a period in which the Eligible Employee
         is absent from work immediately following his or her active
         employment because of the Eligible Employee's pregnancy, the
         birth of the Eligible Employee's child, the placement of a child
         with the Eligible Employee in connection with the adoption of
         that child by the Eligible Employee, or for purposes of caring
         for that child for a period beginning immediately following
         birth or placement.

1.31     "Participant" means any person included in the membership of the Plan,
         as provided in Article 2.


                                                                         Page 10


1.32     "Pension" means annual payments under the Plan as provided in
         Article 5.

1.33     "Plan" means the Barnes & Noble,  Inc.  Employees'  Retirement 
         Plan, as set forth in this document or as amended from time to
         time.

1.34     "Plan Year" means the calendar year.

1.35     "Protected Benefit" means, as of any date of determination,

         the Accrued Benefit of a Participant and
                  

                  (a)     any right of the Participant under the terms of the
                          Plan as of such date to have such Accrued Benefit
                          commence on a date other than the Normal Retirement
                          Date,

                  (b)     any right of the Participant under the terms of the
                          Plan as of such date to have such Accrued Benefit
                          payable in an optional form of payment, and

                  (c)     the methodology under the terms of the Plan as of such
                          date for determining the amount of benefit payable as
                          a result of the exercise of any right of the
                          Participant expressed in paragraph (a) or (b) above.

         For the sole purposes of paragraph (c) above, any provision of
         the Plan that requires payment of a Participant's Pension in a
         form other than that described in Section 5.01(a) shall be
         considered to be the exercise of a right by the Participant
         therefor.

1.36     "Qualified Joint and Survivor Annuity" means an annuity
         described in Section 5.01(b).

1.37     "Social Security Retirement Age" means age 65 with respect to a
         Participant who was born before January 1, 1938; age 66 with
         respect to a Participant who was born after December 31, 


                                                                         Page 11

         1937 and before January 1, 1955; and age 67 with respect to a
         Participant who was born after December 31, 1954.

1.38     "Spousal Consent" means the irrevocable, written consent given
         by a Participant's spouse to an election made by the Participant
         of a specified form of Pension, a designation of a specified
         Beneficiary as provided in Article 5, or the waiver of the
         spouse's benefit payable under Section 4.05. The specified form
         or specified Beneficiary shall not be changed unless further
         Spousal Consent is given, unless the spouse expressly waives the
         right to consent to any future changes. Spousal Consent shall be
         duly witnessed by a notary public and shall acknowledge the
         effect on the spouse of the Participant's election. The
         requirement for Spousal Consent may be waived by the
         Administrator in the event that the Participant establishes to
         its satisfaction that he has no spouse, that such spouse cannot
         be located, that a legal separation has occurred or under such
         other circumstances as may be permitted under applicable
         Treasury Department regulations. Spousal Consent shall be
         applicable only to the particular spouse who provides such
         consent.


1.39     "Stability Period" means the Plan Year in which occurs the
         Annuity Starting Date for the distribution.

1.40     "Suspendible  Month"  means a month in which the  Participant 
         completes at least 40 Hours of Service with the Employer or an
         Affiliate.

1.41     "Termination of Employment" means the date the Employee's
         employment with the Employer and all Affiliates ceases, as
         determined by the Employer, due to his resignation, discharge,
         retirement, death, failure to return to active service at the
         end of an authorized leave of absence or the authorized
         extension(s) thereof, failure to return to service when duly
         called following a


                                                                         Page 12

         temporary layoff, or the occurrence of any event or circumstance under 
         the policy of the Employer or Affiliate, or predecessor employer, in 
         effect from time to time that results in the termination of the 
         Employer/Employee relationship; provided, however, that a Termination 
         of Employment shall not be deemed to have occurred while an
         Employee, prior to his Normal Retirement Date, is receiving, or
         fulfilling a six-month waiting period to be eligible to receive,
         payments under a long-term disability plan of the Employer
         (assuming the Employee makes timely application therefor).

1.42     "Trustee" means the trustee or trustees in the separate trust
         forming part of this Plan and any additional or successor
         Trustees as may be appointed by the Company pursuant to
         Article 8.

1.43     "Trust Fund" means the aggregate of assets described in Article 8.

1.44     "Year of Eligibility Service" means the period of service
         recognized for purposes of determining eligibility for
         membership in the Plan, determined as provided in Section 2.02.

1.45     "Years of Vesting Service" means the period of service
         recognized for purposes of determining eligibility for a vested
         Pension under the Plan, determined as provided in Section 3.01.




                                                                         Page 13


                         ARTICLE 2. PARTICIPATION

2.01     Participation Requirements


         Every person who was a Participant in the Plan on December 31,
         1997 shall continue to be a Participant on January 1, 1998.
         Every other Employee shall become a Participant in the Plan as
         of the first day of the calendar month coinciding with or
         immediately following (a) the date he completes one Year of
         Eligibility Service or (b) his 21st birthday, whichever is
         later, provided he is then an Eligible Employee.

2.02     Determination of Eligibility Service

         Solely for purposes of this Article, a Year of Eligibility
         Service shall be the 12-month period beginning on the date an
         Eligible Employee first completes an Hour of Service upon hire
         or rehire, or any Plan Year beginning after that date, in which
         he completes at least 1,000 Hours of Service. In the event an
         Eligible Employee incurs a Break in Service prior to his
         completing one Year of Eligibility Service, upon his
         reemployment, he shall be credited with one Year of Eligibility
         Service for the 12-month period beginning on the date he first
         completes an Hour of Service after he incurs a Break in Service
         or any Plan Year beginning after that date, in which he
         completes at least 1,000 Hours of Service.

2.03     Events Affecting Participation
         
         A person's participation in the Plan shall end when he is no
         longer employed by the Employer or an Affiliate if he is not
         entitled to either an immediate or a deferred Pension under the
         Plan. Participation shall continue while on approved leave of
         absence from service or during a period while he is not an
         Eligible Employee but is in the employ of the Employer or an
         Affiliate, but no Years of Vesting Service or Credited Service
         shall be counted for that period, except as



                                                                         Page 14

         specifically provided in Article 3 and Section 4.07, and such person's
         benefit shall be determined in accordance with the provisions of the
         Plan in effect on the date he ceased to be an Eligible Employee.

2.04     Participation upon Reemployment

         If an Eligible Employee's participation in the Plan ends and he
         again becomes an Eligible Employee, he shall be considered a new
         Eligible Employee for all purposes of the Plan, except as
         provided in Section 3.03.




                                                                         Page 15



                            ARTICLE 3. SERVICE

3.01     Years of Vesting Service

 (a)     A Plan Year in which an Eligible Employee completes at least
         1,000 Hours of Service counts as a full Year of Vesting Service.
         Except as provided below, no Years of Vesting Service is counted
         for any Plan Year in which an Eligible Employee completes less
         than 1,000 Hours of Service, except that the Plan Year during
         which he first completed an Hour of Service and the Plan Year
         containing his Termination of Employment shall be aggregated for
         the purpose of determining if the Eligible Employee shall be
         credited with an additional Year of Vesting Service, provided
         the Eligible Employee works at an annualized rate of 1,000 Hours
         of Service in the Plan Year in which his Termination of
         Employment occurs.

 (b)     Service rendered prior to January 1, 1989 shall be recognized
         for vesting purposes to the extent that such service was
         recognized for such purpose under the terms of the Plan as in
         effect prior to such date.

 (c)     An Eligible  Employee  shall  incur a one-year  Break in
         Service for any Plan Year after the year in which an Eligible 
         Employee  first  becomes  employed  during which he does not
         complete  more than 500 Hours of Service.  If an Eligible 
         Employee who has not completed  the vesting  requirements  for
         a vested  Pension has a Break in Service in which the number of 
         consecutive  one-year  Breaks in Service  equals or exceeds
         five,  the service  rendered  before his most recent Break in
         Service  shall be excluded from his Years of Vesting Service. 
         If an Eligible  Employee  terminates his employment with the
         Employer and all Affiliates and is  reemployed  after  having a
         Break in  Service,  his service  before the Break in Service 
         shall be excluded  from his Years of Vesting  Service,  except
         as provided in  Section 3.03.  A period during which an
         Eligible



                                                                         Page 16

         Employee is on a leave of absence approved by the Employer or on 
         temporary layoff shall not be considered as a Break in Service, 
         provided he returns to work at the end of an approved leave of absence 
         or upon recall when notified after a temporary layoff.

 (d)     If an Eligible Employee shall have been absent from the service
         of the Employer because of service in the Armed Forces of the
         United States and if he shall have returned to the service of
         the Employer having applied to return while his reemployment
         rights were protected by law, that absence shall not count as a
         Break in Service, but instead shall be counted as Years of

         Vesting Service.

 (e)     Each of the following periods of service shall be counted in a
         person's Years of Vesting Service to the extent that it would be
         recognized under paragraphs (a) through (c) above with respect
         to Eligible Employees:

         (i)      a period of service as an Employee, but not an
                  Eligible Employee, of the Employer, 

         (ii)     a period of service as an employee of an
                  Affiliate (excluding any period of service prior to
                  the date the entity became an Affiliate, unless
                  otherwise provided by the Board of Directors), and

         (iii)    in the case of a person who is a Leased Employee
                  before or after a period of service as an Eligible
                  Employee or a period of service described in (i) or
                  (ii) above, a period during which he has performed
                  services for the Employer or an Affiliate as a Leased
                  Employee.

         The Break in Service rules of Sections 3.01 and 3.03 shall be
         applied as though all such periods of service were service as an
         Eligible Employee.



                                                                         Page 17

 (f)     Notwithstanding  any  provision  of this  Section 3.01  to the 
         contrary,  all  Years of  Vesting  Service calculations  for an 
         Eligible  Employee  hired prior to  January 1,  1976 shall be
         made using the elapsed time method  described in IRS Regulation 
         Section 1.410(a)-7T.  Service with regard to an individual
         hired prior to  January  1, 1976  shall  begin on the date the 
         Eligible  Employee  first  completes  an Hour of Service  and
         ends on the  Eligible  Employee's  severance  date.  For 
         purposes of this  Section  3.01(f), "severance date" means the
         earlier of (i) the date an Eligible Employee quits,  retires, 
         is discharged or dies or (ii) the  first  anniversary  of the 
         date on which an  Eligible  Employee  is first  absent  from
         service,  with or without  pay, for any other reason such as 
         vacation,  sickness,  disability,  layoff or leave  of 
         absence.  If the  employment  of an  Eligible  Employee  hired 
         prior  to  January  1,  1976 is terminated  and he is later 
         reemployed  within one year,  the period  between his severance 
         date and the date of his  reemployment  shall be included in
         his Years of Vesting Service.  However,  if his employment is 
         terminated  during  a  period  of  absence  from  service  for 
         reasons  such as  vacation,  sickness, disability,  layoff or
         leave of absence approved by the Employer,  service shall be
         counted for the period from his severance date to the date of
         his  reemployment  only if he is reemployed  within one year of

         the first day of that  absence.  For purposes of this Section 
         3.01(f),  a Break in Service  shall occur if an Eligible
         Employee is not reemployed  within one year after a severance
         date;  provided,  however,  that is an Eligible  Employee's 
         employment  is terminated  or if the Eligible  Employee is
         otherwise  absent from work because of Parental  Leave (as
         defined in Section  1.30),  a Break in Service shall occur only
         if the Eligible  Employee  is not  reemployed  or does not 
         return  to  active  service  within  two years of his severance 
         date;  and provided  further that the first year of such
         absence for Parental  Leave,  measured from his severance date,
         shall not be considered in determining the Eligible  Employee's 
         "period of Break in Service" for purposes of Section 3.01(c).



                                                                         Page 18


3.02     Credited Service

 (a)     A full year of Credited Service shall be counted for each Plan
         Year during which an Eligible Employee completes 1,000 Hours of
         Service as an Eligible Employee. If an Eligible Employee does
         not complete 1,000 Hours of Service during the Plan Years in
         which he first completes an Hour of Service or incurs his
         Termination of Employment, he shall receive credit for a
         fractional year equal to the actual number of months worked
         during such Plan Years, provided that he was working at the rate
         of 1,000 Hours of Service per Plan Year. For purposes of the
         preceding sentence, an Eligible Employee shall receive credit
         for a month of service, provided he has worked 15 or more days
         during such month.

 (b)     Credited Service shall include, to the extent required by law,
         any period of absence from service with the Employer due to
         service in the Armed Forces of the United States which is
         counted in an Eligible Employee's Years of Vesting Service as
         provided in Section 3.01(d) and which occurs after the date the
         Employee meets the requirements to be an Eligible Employee.

 (c)     Credited Service shall not be credited for any period in which a
         Participant is (i) not an Eligible Employee but is in the employ
         of the Employer, or (ii) in the employ of an Affiliate, or (iii)
         performing services for the Employer or an Affiliate as a Leased
         Employee.

 (d)     Notwithstanding  any provision of this  Section 3.02 to the
         contrary,  all Credited  Service  calculations for a
         Participant  employed by the Company  prior to January 1,  1976
         shall be made using the elapsed time method as described in IRS 
         Regulation  Section 1.410(a)-7T.  Service with regard to an 
         individual  hired prior to  January  1, 1976  shall  begin on
         the date the  Eligible  Employee  first  completes  an Hour of

         Service  and ends on the  Eligible  Employee's  severance 
         date.  For  purposes of this  Section  3.02(d), "severance
         date" means the earlier of (i) the date an



                                                                         Page 19

         Eligible Employee quits,  retires,  is discharged or dies or (ii) the 
         first  anniversary  of the  date on which an  Eligible  Employee  is
         first  absent  from service,  with or without  pay, for any other
         reason such as  vacation,  sickness,  disability,  layoff or leave of
         absence.

3.03     Restoration of Retired Participant or Other Former Eligible
         Employee to Service

 (a)     If a Participant in receipt of a Pension is restored to service
         with the Employer as an Eligible Employee, the following shall
         apply:
         
         (i)      His Pension shall continue through the month in which he
                  completes at least 960 Hours of Service, after which (A) if
                  his restoration to service occurs after his Normal Retirement
                  Date, his Pension shall be suspended during each Suspendible
                  Month (unless the provisions of Sections 4.02(c) and 5.04(b)
                  are applicable), and any optional benefit shall remain in
                  effect, unless the Participant shall elect otherwise; if the
                  Participant had commenced payment prior to his Normal
                  Retirement Date, however, any additional Pension he accrues
                  after his restoration to service shall be paid to his
                  surviving spouse in accordance with the provisions of Section
                  4.05 if he should die in active service, and (B) if his
                  restoration to service occurs before his Normal Retirement
                  Date, his Pension shall be suspended during each Suspendible
                  Month (unless the provisions of Sections 4.02(c) and 5.04(b)
                  are applicable), and any election of an optional benefit in
                  effect shall be void.

         (ii)     Any Years of Vesting Service and Credited Service to which he
                  was entitled when he retired or terminated service shall be
                  restored to him.
                  
         (iii)    Upon later retirement or termination his Pension shall be
                  based on the benefit formula then in effect and his Certified
                  Earnings and Credited Service before and after the period when
                  he was not in the service of the Employer reduced by an amount
                  that is the



                                                                         Page 20

                  Actuarial Equivalent of the benefits, if any, he received

                  before the earlier of the date of his restoration to service
                  or his Normal Retirement Date.

         (iv)     The part of the Participant's Pension upon later retirement
                  payable with respect to Credited Service rendered before his
                  previous Termination of Employment shall never be less than
                  the amount of his previous Pension modified to reflect any
                  option in effect on his later retirement.
                  
         (v)      Upon later retirement of a Participant in service after his
                  Normal Retirement Date, payment of the Participant's Pension
                  shall resume no later than the third month after the latest
                  Suspendible Month during the period of restoration, and shall
                  be adjusted, if necessary, in compliance with Title 29 of the
                  Code of Federal Regulations, Section 2530.203-3 in a
                  consistent and nondiscriminatory manner.

         (vi)     If a monthly Pension payment is made for a calendar month and
                  it is determined after the Participant's later retirement and
                  subsequent recommencement of benefits that such payment was
                  subject to permanent withholding pursuant to the provisions of
                  this paragraph (a), the amount of such payment shall be
                  applied as an offset against subsequent monthly payments
                  unless the Participant has previously repaid the overpayment.
                  However, the amount of any such offset shall not exceed, in
                  any month after the Participant attains Normal Retirement Age,
                  25 percent of the monthly total benefit payment that would
                  have been paid but for the offset.

         (vii)    The Employer shall notify a Participant of any suspension
                  under subparagraph (i) above. The notice shall conform to the
                  requirements of Section 2530.203-3(b)(4) of the Department of
                  Labor Regulations. The provisions of this Section shall be
                  administered in accordance with Section 2530.203-3 of the
                  Department of Labor Regulations.



                                                                         Page 21

 (b)     If a  Participant  entitled to but not in receipt of a Pension, 
         or a former  Participant,  or an Eligible Employee who was
         never a Participant  is reemployed  without  having had a Break
         in Service,  his Years of Vesting  Service and Credited 
         Service shall be determined as provided in  Sections 3.01  and
         3.02, and if reemployed  as an  Eligible  Employee,  he  shall, 
         in the case of a former  Participant,  immediately  be restored
         as a  Participant  as of his date of  reemployment,  and in the
         case of an Eligible  Employee who was never a  Participant, 
         become a Participant  in accordance  with  Section 2.01. 
         However,  if a former Participant  received a lump sum 
         settlement  in lieu of a Pension,  the Credited  Service to
         which he was entitled  at the time of his  termination  of
         service  shall be  restored  to him in  accordance  with the

         provisions of Section 3.03(c)(ii).

 (c)     If a Participant entitled to but not in receipt of a Pension or
         a former Participant who received a lump sum settlement in lieu
         of a Pension is reemployed after having had a Break in Service,
         the following shall apply:

         (i)      The Years of Vesting Service to which he was previously
                  entitled shall be restored to him, and if reemployed as an
                  Eligible Employee, he shall immediately be restored as a
                  Participant as of his date of reemployment.

         (ii)     Any Credited Service to which the Participant was entitled at
                  the time of his termination of service shall be restored to
                  him, except that if he received a lump sum settlement by the
                  end of the second Plan Year following the Plan Year in which
                  he incurred a Termination of Employment, that Credited Service
                  shall not be restored to him.

         (iii)    Upon later termination or retirement of a Participant whose
                  previous Credited Service has been restored under this
                  paragraph (c), his Pension shall be based on the benefit
                  formula then in effect and his Certified Earnings and Credited
                  Service before and after the period when he was not in the
                  service of the Employer, and shall be reduced, if
                  applicable, but not below zero, by an amount of Actuarial
                  Equivalent value to any lump



                                                                         Page 22

                  sum settlement received upon his prior termination. However,
                  in no event shall the reduction provided for in the preceding
                  sentence exceed the portion of the Participant's Pension based
                  on the period of Credited Service included in the calculation
                  of the lump sum payment.

 (d)     If a former Participant who is not entitled to a Pension is
         restored to service, either as an Eligible Employee or as an
         Employee, after having had a Break in Service, the following
         shall apply:

         (i)      He shall again become a Participant as of his date of
                  restoration to service as an Eligible Employee.

         (ii)     Upon his restoration to membership, the Years of Vesting
                  Service to which he was previously entitled shall be restored
                  to him if the total number of consecutive one-year Breaks in
                  Service does not equal or exceed five.

         (iii)    Any Credited Service to which the Participant was entitled at
                  the time of his Termination of Employment of service which is
                  included in the Years of Vesting Service so restored shall be

                  restored to him.

         (iv)     Upon later termination or retirement of a Participant whose
                  previous Credited Service has been restored under this
                  paragraph (d), his Pension, if any, shall be based on the
                  benefit formula then in effect and his Certified Earnings and
                  Credited Service before and after the period when he was not
                  an Eligible Employee.

 (e)     If an Eligible Employee who was never a Participant is restored
         to service with the Employer, after having had a Break in
         Service, the Years of Vesting Service to which he was previously
         entitled under Section 3.01(e) shall be restored to him if he
         would be entitled to nonforfeitable benefits under the Plan if
         he were a Participant, or otherwise, if the total number of
         consecutive one-year Breaks in Service does not equal or exceed
         five.




                                                                         Page 23


            ARTICLE 4. ELIGIBILITY FOR AND AMOUNT OF BENEFITS

4.01     Normal Retirement

 (a)     The right of a Participant to his normal retirement Pension
         shall be nonforfeitable as of his Normal Retirement Age. A
         Participant who has attained his Normal Retirement Age may
         retire from service with the Employer and all Affiliates and
         receive a normal retirement Pension beginning on his Normal
         Retirement Date, or he may postpone his retirement and remain in
         service after his Normal Retirement Date, in which event the
         provisions of Section 4.02 shall be applicable.

 (b)     Subject to the provisions of Section 5.01,  the annual normal 
         retirement  Pension payable upon retirement on a  Participant's 
         Normal  Retirement  Date  (provided  he is  alive  on such 
         date)  shall  be equal to .7 percent of the Participant's 
         Final Average  Compensation not in excess of Covered 
         Compensation,  plus 1.3 percent  of such Final  Average 
         Compensation  in excess of Covered  Compensation,  multiplied 
         by the number of years of his Credited  Service up to 35 such
         years;  provided,  however,  that the annual normal retirement 
         Pension of a  Participant  who is affected by the  imposition 
         of the $150,000  limitation  on Certified  Earnings  provided 
         in  Section 1.09  shall be equal to the  greater  of (i) the 
         Participant's Pension  calculated  under the provisions of the
         Plan as determined with regard to such imposition or (ii) a 
         Pension  equal to the  Participant's  Accrued  Benefit 
         determined  as of  December 31,  1993  plus the Participant's 
         Accrued  Benefit based solely on service  after such date under

         the  provisions of the Plan as  determined  with  regard to
         such  imposition.  For  purposes of the Plan,  the  Accrued 
         Benefit as of December 31,  1993 shall be  determined  with
         regard to the  $200,000  limitation  on  Certified  Earnings
         provided  in  Section 1.09,  but  not  less  than  the 
         Participant's  Accrued  Benefit  determined  as of December 31, 
         1988.  However,  the annual normal retirement  Pension shall
         never be less than the greatest



                                                                         Page 24

         annual  amount of reduced  early  retirement  Pension  which the 
         Participant  could have  received  under Section 4.03  before his
         Normal Retirement Date and no increase in Covered  Compensation  shall
         decrease a Participant's Accrued Benefit under the Plan.

 (c)     Except as otherwise provided in Section 401(l) of the Code and
         applicable regulations thereunder, the cumulative permitted
         disparity fraction for purposes of computing a Participant's
         normal retirement Pension shall not exceed 35.

 (d)     Notwithstanding the foregoing, the minimum monthly Pension
         payable to a Participant shall be equal to $2.00 multiplied by
         his years of Credited Service.

4.02     Late Retirement

 (a)     If a Participant postpones his retirement as provided in Section
         4.01(a), upon his Termination of Employment from the Employer
         and all Affiliates, he shall be entitled to a late retirement
         Pension beginning on the first day of the calendar month after
         the Administrator receives his written application to retire,
         which shall be his late retirement date.

 (b)     A  Participant  who  remains in service  after his Normal 
         Retirement  Date shall be entitled to a monthly retirement 
         Pension for each month during the postponement  period which
         does not constitute a Suspendible Month.  Upon later
         retirement,  the Participant shall be entitled to an immediate
         late retirement  Pension beginning on the  Participant's  late
         retirement date (provided he is alive on such date),  and
         subject to the provisions of Section 5.01,  shall be equal to
         the amount  determined in accordance with  Section 4.01 based
         on the  Participant's  Credited  Service and Final Average 
         Compensation  as of his late  retirement date  reduced by an
         amount  that is the  Actuarial  Equivalent  of any  benefits 
         he  previously  received pursuant to the preceding  sentence; 



                                                                         Page 25


         provided that if the  Participant's  actual late  retirement
         date is later  than the  first  day of the  first  Plan  Year 
         following  his  Normal  Retirement  Date,  his late retirement 
         Pension  shall be  recomputed  as of the first day of each 
         subsequent  Plan Year  before  the Participant's  actual late 
         retirement  date (and as of his actual late  retirement  date)
         as if each such date were Participant's  late retirement date;
         and provided further that no reduction  hereunder as of the
         date of any such  recomputation  shall reduce the Participant's 
         late retirement  Pension below the amount of late retirement
         Pension payable to the Participant prior to such recomputation.

 (c)     (i)      In the event a Participant's  Pension is required to
                  begin under  Section 5.04(b)  prior to January 1, 
                  1998 and while the Participant is in active service, 
                  such required beginning date shall  not be the 
                  Participant's  Annuity  Starting  Date  for  purposes 
                  of  Article 5  and  the Participant  shall  receive a
                  late  retirement  Pension  commencing  on or before 
                  such  required beginning  date in an amount 
                  determined as if he had retired on such date.  The
                  Pension  payable to the  Participant  during his
                  period of active  service  shall be in the form of a
                  single  life annuity.  Upon  subsequent  retirement, 
                  the  Participant's  Pension  shall be paid in
                  accordance with the Participant's form of payment
                  election made pursuant to Article 5.
         
         (ii)     In the event a Participant's  Pension is required to
                  begin under  Section 5.04(b)  on or after January 1, 
                  1998 and while the Participant in active service, 
                  such beginning date shall be the  Participant's 
                  Annuity  Starting  Date for purposes of  Article 5, 
                  and his Pension shall be paid in accordance with the
                  Participant's form of payment election made pursuant
                  to Article 5.
         
         (iii)    As of each  succeeding  December 31  prior to the 
                  Participant's  actual late retirement date (and as of
                  his actual late retirement date), the  Participant's 
                  Pension shall be recomputed to reflect  additional 
                  accruals.  The Participant's  recomputed Pension shall
                  then be reduced by the Actuarial Equivalent of the


                                                                         Page 26

                  
                  total  payments of his late  retirement  Pension which
                  were paid prior to each  such  recomputation  to 
                  arrive  at the  Participant's  late  retirement 
                  Pension; provided that no such reduction  shall reduce
                  the  Participant's  late  retirement  Pension below
                  the amount of late retirement  Pension payable to the

                  Participant  prior to the  recomputation of such
                  Pension.

4.03     Early Retirement

 (a)     A Participant who has not reached his Normal Retirement Date but
         who, prior to his Termination of Employment from the Employer
         and all Affiliates, has reached his 55th birthday and completed
         five Years of Vesting Service may retire from service with the
         Employer and all Affiliates and receive an early retirement
         Pension beginning on the first day of the calendar month after
         the Administrator receives his written application to retire,
         which shall be his early retirement date (provided he is living
         on such date).

 (b)     The early retirement Pension shall be a deferred Pension
         beginning on the Participant's Normal Retirement Date, and
         subject to the provisions of Section 5.01, shall be equal to his
         Accrued Benefit. However, the Participant may elect to receive
         an early retirement Pension beginning on the first day of any
         calendar month before his Normal Retirement Date, provided that
         an early payment date shall be subject to the notice and timing
         requirements described in Section 5.03(b). In that case, the
         Participant's Pension shall be reduced pursuant to Table 2 of
         Appendix A.

4.04     Vesting

 (a)     A Participant shall be 100 percent vested in, and have a
         nonforfeitable right to, his Accrued Benefit upon completion of
         five Years of Vesting Service, counted since the first day of
         the Plan Year in which his 18th birthday occurs if the
         Participant was hired on or after January 1, 1990. If



                                                                         Page 27

         the Participant's employment is subsequently terminated for reasons
         other than retirement or death, he shall be eligible to receive his
         vested Pension after the Administrator receives his written application
         for the Pension.

 (b)     Notwithstanding the foregoing, a Participant who was an Eligible
         Employee of the Employer on the Effective Date and whose accrued
         benefit under the Dayton Hudson Corporation Retirement Plan was
         transferred to the Plan shall be 100 percent vested in, and have
         a nonforfeitable right to, his Accrued Benefit under the Plan.

(c)      The vested Pension shall begin on the Participant's Normal
         Retirement Date, and subject to the provisions of Section 5.01,
         shall be equal to his Accrued Benefit. However, the Participant
         may elect to have his vested Pension begin on the first day of
         any calendar month before his Normal Retirement Date (provided

         he is living on such date). In that case, the Participant's
         Pension shall be reduced pursuant to Table 2 of Appendix A.

4.05     Spouse's Pension

 (a)     If a married Participant:
         (i)      dies in active service after reaching age 55 and completing 15
                  years of Credited Service, or

         (ii)     dies in active service prior to reaching age 55 and completing
                  15 years of Credited Service but after having met the
                  requirements for a Pension pursuant to Section 4.01, 4.02,
                  4.03 or 4.04, or

         (iii)    dies after retiring on any Pension, or after terminating
                  service with entitlement to a vested Pension, but in either
                  case before his Annuity Starting Date,



                                                                         Page 28

                  a spouse's Pension shall be payable to his surviving spouse
                  for life provided that he and his spouse have been married
                  throughout the one-year period ending on the date of his
                  death.

 (b)     The spouse's Pension shall commence on what would have been the
         Participant's Normal Retirement Date (or the first day of the
         month following his date of death, if later). However, the
         Participant's spouse may elect to begin receiving payments as of
         the first day of any month following the Participant's date of
         death and prior to what would have been his Normal Retirement
         Date, provided such election is made on a form provided by the
         Administrator during the 90-day period ending on the date the
         payments to the spouse commence.

 (c)     (i)      The spouse's  Pension payable to the eligible spouse, 
                  if any, of a married  Participant described  in 
                  paragraph (a)(i)  above shall be equal to  50 percent 
                  of the monthly  Pension the Participant  would have 
                  received if he had a  Termination  of  Employment  on
                  the day before his death and elected to have his
                  Pension  commence  on his Normal  Retirement  Date in
                  the form of a single  life  annuity.  This  spouse's 
                  Pension  shall be  payable  for the life of the 
                  eligible spouse  and  shall  not  be  reduced  for 
                  commencement   prior  to  what  would  have  been  the
                  Participant's Normal Retirement Date.
         
         (ii)     Before  reduction in accordance  with  paragraph (d)
                  below (with regard to a Participant who has had a
                  Termination of Employment),  the spouse's  Pension
                  payable to the eligible  spouse, if any, of a

                  Participant  described in  paragraph (a)(ii)  or
                  (a)(iii)  above,  shall be equal to the amount of
                  benefit the spouse  would have  received  if the 
                  Pension to which the  Participant was entitled at his
                  date of death had commenced on his Normal  Retirement 
                  Date (or the first day of the  month  following  his
                  date of  death,  if  later)  in the form of a 
                  Qualified  Joint and Survivor  Annuity and the
                  Participant had died  immediately  thereafter. 
                  However,  if within the 90 day period prior to his
                  Annuity  Starting Date a

         


                                                                         Page 29

                  Participant  has elected an optional form of Pension  which 
                  provides  for monthly  payments  to his spouse for life in an
                  amount  equal to at least  50 percent  but not more than  100
                  percent  of the monthly amount payable under the option for
                  the life of the  Participant  and such option is the 
                  Actuarial  Equivalent  of the Qualified Joint and  Survivor 
                  Annuity,  such  optional  form of Pension  shall be used for 
                  computing  the spouse's  Pension  instead of the  Qualified 
                  Joint and Survivor  Annuity.  The spouse's  Pension shall  be 
                  further  adjusted  to  reflect  its  commencement  prior to
                  the  Participant's  Normal Retirement Date as follows:
                
                  (A)     if the spouse of a  Participant  who dies
                          after  having met the  requirements  for early
                          retirement  elects early  commencement in
                          accordance with paragraph (b) above,  the
                          amount of the Pension  payable to the spouse
                          will be based on the amount of early 
                          retirement  Pension to which the  Participant 
                          would have been  entitled  if he had 
                          requested  benefit  commencement  at that
                          earlier date, reduced in accordance with
                          Section 4.03(b); and
           
                  (B)     if the spouse of any other  Participant  who
                          dies  prior to his  Annuity  Starting  Date
                          elects early  commencement  in accordance 
                          with  paragraph  (b) above,  the amount of the
                          Pension payable to the spouse  shall be based
                          on the  amount of vested  Pension to which the 
                          Participant would have been entitled if he had
                          requested benefit  commencement at that
                          earlier date,  reduced in accordance with
                          Section 4.04(c).

 (d)     With respect to a  Participant  who has incurred a Termination 
         of Employment  and whose spouse would have been entitled to a

         spouse's Pension under this Section had the  Participant's 
         death occurred prior to his Annuity  Starting  Date, the
         Pension  subsequently  payable to such  Participant  or the
         spouse's  Pension payable to his  spouse  after his  death, 
         whichever  is  applicable,  shall be reduced by the  applicable
         percentage  shown in the following table for each full month
         that the



                                                                         Page 30

         provisions of this  Section 4.05 are in  effect  with  respect  to the 
         Participant  after  his  Termination  of  Employment  and  prior to the
         Participant's  Annuity Starting Date or his date of death, if earlier. 
         Notwithstanding the foregoing,  no such  reduction  shall  be  made 
         with  respect  to any  period  before  the  later  of (i) the  date 
         the Administrator  furnishes  the  Participant  the  notice  of his 
         right to waive the  spouse's  Pension  in accordance  with  paragraph 
         (e)  below or (ii) the  commencement  of the  election  period 
         specified  in paragraph (f) below.

                 Monthly Reduction for Spouse's Coverage After
                                 Retirement or
                         Other Termination of Service
             ----------------------------------------------------
                      Age                         Reduction
             ------------------------       ---------------------
               55 but less than 65                 .05%
               45 but less than 55                 .03%
                   less than 45                    .01%

 (e)     The Employer  shall furnish to each  Participant a written 
         explanation  in  nontechnical  language  which describes (i)
         the terms and conditions of the spouse's  Pension,  including
         an explanation of the relative financial  effect on the 
         Participant's  Pension of an election to waive the  spouse's 
         Pension,  (ii) the Participant's  right to make,  and the
         effect of, an election  to waive the  spouse's  Pension,  (iii)
         the rights of the  Participant's  spouse,  and (vi) the right
         to make, and the effect of, a revocation of such an  election. 
         The  Employer  shall  furnish  the  written  explanation  of
         the  spouse's  Pension to each Participant  as  soon  as 
         practicable  following  the  date  the  Participant  incurs  a 
         Termination  of Employment,  but in no case later than one year
         after such date. The written  explanation  described above
         shall be furnished to a Participant even though he is not
         married.

 (f)     An election to waive the spouse's Pension provided under this
         Section, or any revocation of that election, may be made at any
         time during the period beginning on the date of the
         Participant's Termination of Employment and ending on the
         Participant's Annuity Starting Date or his date of death, if

         earlier. Any election to waive the spouse's Pension or any
         revocation of that election




                                                                         Page 31

         shall be made on a form provided by the Administrator, and shall be
         effective when received by the Administrator. Any election to waive the
         spouse's Pension shall be effective only if it includes Spousal Consent
         to such election.

4.06     Maximum Benefit Limitation

         Notwithstanding any provision of the Plan to the contrary, the
         maximum annual Pension payable to a Participant under the Plan
         shall be subject to the limitations set forth in Section 415 of
         the Code and any regulations issued thereunder. If the Pension
         begins before the Participant's 62nd birthday, the dollar
         limitation described in Section 415(b)(1)(A) of the Code shall
         be the Actuarial Equivalent of the maximum benefit payable at
         age 62. If the Pension begins after the Participant's Social
         Security Retirement Age, such dollar limitation shall be the
         Actuarial Equivalent of the maximum benefit payable at the
         Social Security Retirement Age. If the Pension is payable
         neither as a life annuity nor as a qualified joint and survivor
         annuity with the Participant's spouse as beneficiary, the
         maximum limitation shall be the Actuarial Equivalent of the
         maximum limitation otherwise applicable. Actuarial Equivalent
         for the purposes of this Section 4.06 shall be determined in
         accordance with Section 415(b) of the Code and the regulations
         or rulings issued thereunder and using the Plan's early
         retirement, late retirement or optional benefit factors as
         appropriate, or if less, using factors calculated from the IRS
         Mortality Table, if applicable, and (i) with respect to an
         adjustment required under Section 415(b)(2)(B) or (C) of the
         Code, the IRS Interest Rate if the Pension is subject to the
         provisions of Section 417(e)(3) of the Code or 5 percent
         otherwise; and (ii) with respect to an adjustment required under
         Section 415(b)(2)(D) of the Code, an interest rate of 5 percent.

         If a Participant is a participant in any qualified defined
         contribution plan required to be taken into account for purposes
         of applying the combined plan limitations contained in Section
         415(e) of




                                                                         Page 32
         the Code, then for any year the sum of the defined
         benefit plan fraction and the defined contribution plan
         fraction, as such terms are defined in said Section 415(e),

         shall not exceed 1.0. If for any year the foregoing combined
         plan limitation would be exceeded, the benefit provided under
         this Plan shall be reduced to the extent necessary to meet that
         limitation.

         As of January 1 of each calendar year commencing on or after
         January 1, 1988, the dollar limitation as determined by the
         Commissioner of Internal Revenue for that calendar year shall
         become effective as the maximum permissible dollar amount of
         Pensions payable under the Plan during the Limitation Year
         ending within that calendar year, including Pensions payable to
         Participants who retired prior to that Limitation Year.

4.07     Transfers and Employment with an Affiliate

 (a)     If an Eligible  Employee (i) becomes  employed by the  Employer
         in any capacity  other than as an Eligible Employee as defined
         in  Article 1,  (ii)  becomes  employed  by an  Affiliate,  or
         (iii)  becomes a Leased Employee,  he shall  retain any 
         Credited  Service he has under this Plan.  Upon his later 
         retirement  or termination of employment  with the Employer or
         Affiliate (or upon benefit  commencement  in the case of a
         Leased  Employee),  any  benefits  to which the  Eligible 
         Employee  is  entitled  under the Plan shall be determined 
         under the Plan  provisions  in effect on the date he  ceases 
         to be an  Eligible  Employee  as defined in Article 1,  and
         only on the basis of his Credited  Service accrued and
         Certified  Earnings paid while he was an Eligible Employee as
         defined in Article 1.

         (b)     Subject to the Break in Service provisions of Article 3, in the
         case of a person who (i) was originally employed by the Employer in any
         capacity other than as an Eligible Employee as defined in Article 1,
         (ii) was originally employed by an Affiliate, or (iii) was originally
         providing  services to the Employer as a Leased Employee, and
         thereafter becomes



                                                                         Page 33

        
         an Eligible Employee, upon his later retirement or termination of
         employment, the benefits payable under the Plan shall be computed under
         the Plan provisions in effect at that time, and only on the basis of
         the Credited Service accrued and Certified Earnings paid while he is an
         Eligible Employee as defined in Article 1.



                                                                         Page 34


                      ARTICLE 5. PAYMENT OF PENSIONS


5.01     Automatic Form of Payment

 (a)     If the Participant is not married on his Annuity Starting Date,
         his Pension shall be payable in monthly installments ending with
         the last monthly payment before death, unless the Participant
         has elected an optional benefit as provided in Section 5.02.

 (b)     If the  Participant  is married on his Annuity  Starting  Date,
         and if he has not elected an optional form of benefit as
         provided in  Section 5.02,  the Pension  payable  shall be in
         the form of a Qualified  Joint and Survivor Annuity that is the
         Actuarial  Equivalent of the Pension otherwise  payable, 
         providing for a reduced Pension  payable to the  Participant 
         during his life, and after his death providing that one-half of
         that  reduced  Pension  will  continue to be paid during the
         life of, and to, the spouse to whom he was married  on  his 
         Annuity  Starting  Date.  Notwithstanding  the  preceding,  if
         an  option  described  in Section 5.02  provides for payments
         continuing after the Participant's death for the life of a
         Beneficiary at a rate of at least  50 percent  but not more
         than  100 percent  of the Pension  payable for the life of the 
         Participant  and if such option,  with the spouse to whom the 
         Participant  is married on his Annuity Starting  Date named as 
         Beneficiary,  would be of  greater  actuarial  value than the
         joint and  survivor annuity  described  above,  such option
         with such spouse as Beneficiary  shall be the Qualified  Joint
         and Survivor Annuity.

(c)      In any case, a lump sum payment  that is the  Actuarial Equivalent
         shall be made in lieu of all benefits if the present value of the
         Pension  payable to or on the behalf of the  Participant  determined as
         of the Participant's  Normal  Retirement Date or actual  Termination of
         Employment,  if later,  amounts to $3,500 (effective  January 1, 1998, 
         $5,000 or less). In determining  the amount of a lump sum payment 
         payable under this 





                                                                         Page 35
         
         paragraph to a  Participant  whose Annuity  Starting Date is on or
         after January 1, 1998,  (i) Actuarial  Equivalent  shall  mean a 
         benefit,  in the  case of a lump  sum  benefit  payable  prior  to a
         Participant's  Normal  Retirement Date, of equivalent value to the
         benefit which would otherwise have been provided commencing at the
         Participant's  Normal Retirement Date, and (ii) the Actuarial 
         Equivalent shall be determined by using the IRS Mortality Table and the
         IRS Interest Rate.  Unless  otherwise  permitted by applicable  law, 
         the  determination  as to  whether  a lump sum  payment  is due shall
         be made as soon as practicable  following the  Participant's 
         termination of service or death.  Any lump sum benefit  payable shall

         be made as soon as  practicable  following  such  determination  and in
         any event  prior to the date Pension payments would have otherwise
         commenced as an annuity.

         In the event a Participant is not entitled to any Pension upon his
         Termination of Employment, he shall be deemed cashed-out under the
         provisions of this paragraph (c) as of the date he terminated service.
         However, if a Participant described in the preceding sentence is
         subsequently restored to service, the provisions of Section 3.03 shall
         apply to him without regard to such sentence.

5.02     Optional Forms of Payment

         Any Participant may, subject to the provisions of Section 5.03,
         elect to convert the Pension otherwise payable to him into an
         optional benefit that is the Actuarial Equivalent, as provided
         in one of the options named below.

            Ten-Year Certain and Life      A modified Pension payable
                     Option                during the Participant's
                                           life; if the  Participant
                                           dies within 120 months of his
                                           Annuity



                                                                         Page 36

                                           Starting Date, the balance of those
                                           monthly payments shall be paid to the
                                           Beneficiary named by him when
                                           he elected the option; provided that
                                           if the Beneficiary does not survive
                                           the 120-month period, a lump sum
                                           payment that is the Actuarial
                                           Equivalent as determined in Table 1
                                           of Appendix A of the remaining
                                           payments shall be paid to the estate
                                           of the last to survive of the
                                           Participant and the Beneficiary.

            50% Joint & Survivor           A modified Pension payable
                  Option                   during the Participant's life
                                           and after his death payable
                                           at 50 percent of the rate of
                                           his modified Pension during
                                           the life of, and to, the
                                           Beneficiary named by him when
                                           he elected the option. The
                                           Pension payable to the
                                           Participant shall be
                                           determined by multiplying the
                                           amount that would be paid to
                                           the Participant as a single

                                           life annuity by a reduction
                                           factor of 90 percent,
                                           increased by 1/2 of 1 percent
                                           (but not to more than 100
                                           percent) for each year by
                                           which the Beneficiary is
                                           older than the Participant
                                           and decreased by 1/2 of 1
                                           percent for each year the
                                           Beneficiary is younger than
                                           the Participant.

            75% Joint & Survivor           A modified Pension payable
                  Option                   during the Participant's life
                                           and after his death payable
                                           at 75 percent of the rate of
                                           his modified Pension during
                                           the life of, and to, the
                                           Beneficiary named by him when
                                           he elected the option. The
                                           Pension payable to the
                                           Participant shall be
                                           determined by multiplying the
                                           amount that would be paid to
                                           the Participant



                                                                         Page 37

                                           as a single life annuity by a
                                           reduction factor of 85 percent,
                                           increased by 1/2 of 1 percent
                                           (but not to more than 100 percent)
                                           for each year by which the
                                           Beneficiary is older than the
                                           Participant and decreased by 1/2 of 1
                                           percent for each year the Beneficiary
                                           is younger than the Participant.

            100% Joint & Survivor          A modified Pension payable
                   Option                  during the Participant's life
                                           and Option after his death
                                           payable at 100 percent of the
                                           rate of his modified Pension
                                           during the life of, and to,
                                           the Beneficiary named by him
                                           when he elected the option.
                                           The Pension payable to the
                                           Participant shall be
                                           determined by multiplying the
                                           amount that would be paid to
                                           the Participant as a single
                                           life annuity by a reduction

                                           factor of 80 percent,
                                           increased by 1/2 of 1 percent
                                           (but not to more than 100
                                           percent) for each year by
                                           which the Beneficiary is
                                           older than the Participant
                                           and decreased by 1/2 of 1
                                           percent for each year the
                                           Beneficiary is younger than
                                           the Participant.

            Lump Sum or Installment        If the total present value of
                    Option                 the Pension payable is more
                                           than  $3,500 ($5,000
                                           effective January 1, 1998)
                                           but less than $7,000, the
                                           Participant may elect either
                                           a single cash lump sum or
                                           monthly installments over a
                                           period to be selected by the
                                           Participant. In determining
                                           the amount of a lump sum
                                           optional benefit available
                                           under this Section to a
                                           Participant whose Annuity
                                           Starting Date is on or after
                                           January 1, 1998, (a)
                                           Actuarial Equivalent shall
                                           mean a benefit, in the case
                                           of  a lump sum benefit payable



                                                                         Page 38

                                          
                                           prior to a Participant's
                                           Normal Retirement Date, of
                                           equivalent value to the
                                           benefit which would otherwise
                                           have been provided commencing
                                           at the Participant's Normal
                                           Retirement Date, and (b)
                                           Actuarial Equivalent shall be
                                           determined on the basis of
                                           the IRS Mortality Table and
                                           the IRS Interest Rate.

         If a Participant dies after Pension payments have commenced, any
         payments continuing on to his spouse or Beneficiary shall be
         distributed at least as rapidly as under the method of
         distribution being used as of the Participant's date of death.

5.03     Election of Options


 (a)     A married Participant's election of any option shall only be
         effective if Spousal Consent to the election is received by the
         Administrator, unless:
                  
         (i)      the option provides for monthly payments to his spouse for
                  life after the Participant's death, in an amount equal to at
                  least 50 percent but not more than 100 percent of the monthly
                  amount payable under the option to the Participant, and

         (ii)     the option is of actuarial equivalent value to the Qualified
                  Joint and Survivor Annuity.

 (b)     The Employer  shall  furnish to each  Participant,  no less
         than 30 days and no more than 90 days,  before his Annuity 
         Starting Date a written  explanation in nontechnical  language
         of the terms and conditions of the Pension  payable to the
         Participant in the normal and optional forms  described in 
         Sections 5.01  and 5.02. Such  explanation  shall include a
         general  description of the  eligibility  conditions for, and
         the material  features and relative  values of, the optional 
         forms of Pensions under the Plan, any rights the Participant 
         may have to defer  commencement  of his  Pension,  the 




                                                                         Page 39

         requirement  for  Spousal  Consent as provided in  paragraph 
         (a) above,  and the right of the  Participant  to make,  and to
         revoke,  elections under Section 5.02.

 (c)     A Participant's Annuity Starting Date may not occur less than 30
         days after receipt of the notice described in paragraph (b). An
         election under Section 5.02 shall be made on a form provided by
         the Administrator and may be made during the 90-day period
         ending on the Participant's Annuity Starting Date, but not prior
         to the date the Participant receives the written explanation
         described in paragraph (b).

 (d)     Notwithstanding the provisions of paragraph (c) above, a
         Participant may, after having received the notice, affirmatively
         elect to have his benefit commence sooner than 30 days following
         his receipt of the notice, provided all of the following
         requirements are met:
         
         (i)      the Administrator clearly informs the Participant
                  that he has a period of at least 30 days after
                  receiving the notice to decide when to have his
                  benefits begin, and if applicable, to choose a
                  particular optional form of payment; 

         (ii)     the Participant affirmatively elects a date for his

                  benefits to begin, and if applicable, an optional form
                  of payment, after receiving the notice;

         (iii)    the Participant is permitted to revoke his election
                  until the later of his Annuity Starting Date or seven
                  days following the day he received the notice;

         (iv)     payment does not commence less than seven days
                  following the day after the notice is received by the
                  Participant; and

         (v)      the Participant's Annuity Starting Date is after the
                  date the notice is provided.

 (e)     An election of an option under  Section 5.02 may be revoked on
         a form provided by the  Administrator,  and subsequent 
         elections  and  revocations  may be made at any time and from
         time



                                                                         Page 40

         to time during the election period  specified  in 
         paragraph (c)  or (d) above,  whichever is  applicable.  An
         election of an optional benefit shall be effective on the 
         Participant's  Annuity Starting Date and may not be modified or
         revoked after his Annuity  Starting Date unless  otherwise 
         provided  under  paragraph (d)  above. A revocation of any 
         election  shall  be  effective  when  the  completed  form is 
         filed  with  the  Administrator.  If a Participant  who has
         elected an optional  benefit dies before the date the election
         of the option  becomes effective,  the  election  shall be
         revoked  except as provided  in  Section 4.05(c).  If the 
         Beneficiary designated  under an option  dies  before the date
         the  election  of the  option  becomes  effective,  the
         election shall be revoked.

5.04     Commencement of Payments

 (a)     Except as otherwise provided in Article 4 or this Article 5,
         payment of a Participant's Pension shall begin as soon as
         administratively practicable following the latest of (i) the
         Participant's 65th birthday, (ii) the fifth anniversary of the
         date on which he became a Participant, or (iii) the
         Participant's Termination of Employment, (but not more than 60
         days after the close of the Plan Year in which the latest of
         (i), (ii) or (iii) occurs); provided, however, that if the
         amount of the payment to be made cannot be determined by 60 days
         following the Plan Year in which the latest of (i), (ii), or
         (iii) occur, a payment retroactive to that date shall be made.

 (b)     Notwithstanding  the preceding  paragraph and except as
         provided  below,  in the case of a Participant  in active 

         service who owns either (i) more than 5 percent of the 
         outstanding  stock of the Employer or (ii) stock  possessing 
         more than  5 percent of the total  combined  voting power of
         all stock of the Employer, the  Participant's  Pension shall
         begin not later than the April 1 following the calendar year in
         which he attains  age 70 1/2.  On and  after  the first day of
         the Plan  Year  beginning  in 1989,  payment  in active service
         of any  Participant's  Pension shall begin not



                                                                         Page 41

         

         later than April 1 of the calendar  year  following the calendar year
         in which he attains age 70 1/2,  provided that such  commencement  in
         active  service shall not be required  with respect to a  Participant 
         who attains age 70 1/2prior to  January 1, 1988 and who is not a
         5-percent owner as described above.

5.05     Distribution Limitation

         Notwithstanding any other provision of this Article 5, all
         distributions from this Plan shall conform to the regulations
         issued under Section 401(a)(9) of the Code, including the
         incidental death benefit provisions of Section 401(a)(9)(G) of
         the Code. Further, such regulations shall override any Plan
         provision that is inconsistent with Section 401(a)(9) of the
         Code. For purposes of Section 401(a)(9) of the Code, the life
         expectancies of Participants and their spouses shall not be
         recalculated.

5.06     Direct Rollover of Certain Distributions

 (a)     This Section applies to certain distributions made on or after
         January 1, 1993. Notwithstanding any provision of the Plan to
         the contrary that would otherwise limit a distributee's election
         under this Article, a distributee may elect, at the time and in
         the manner prescribed by the Administrator, to have any portion
         of an eligible rollover distribution paid directly to an
         eligible retirement plan specified by the distributee in a
         direct rollover.

 (b)     The following definitions apply to the terms used in this
         Section:
         
         (i)      An "eligible rollover distribution" is any distribution of all
                  or any portion of the balance to the credit of the
                  distributee, except that an eligible rollover distribution
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the 
                  distributee 




                                                                         Page 42

                  or the joint lives (or joint life expectancies) of the 
                  distributee and the distributee's designated beneficiary, or
                  for a specified period of ten years or more; any distribution
                  to the extent such distribution is required under Section
                  401(a)(9) of the Code; and the portion of any distribution
                  that is not includible in gross income (determined without
                  regard to the exclusion for net unrealized appreciation with
                  respect to employer securities); 

         (ii)     An "eligible retirement plan" is an individual retirement
                  account described in Section 408(a) of the Code, an individual
                  retirement annuity described in Section 408(b) of the Code, an
                  annuity plan described in Section 403(a) of the Code, or a
                  qualified trust described in Section 401(a) of the Code, that
                  accepts the distributee's eligible rollover distribution.
                  However, in the case of an eligible rollover distribution to
                  the surviving spouse, an eligible retirement plan is an
                  individual retirement account or individual retirement
                  annuity;
         
         (iii)    A "distributee" includes an Eligible Employee or former
                  Eligible Employee. In addition, the Eligible Employee's or
                  former Eligible Employee's surviving spouse and the Eligible
                  Employee's or former Eligible Employee's spouse or former
                  spouse who is the alternate payee under a qualified domestic
                  relations order, as defined in Section 414(p) of the Code, are
                  distributees with regard to the interest of the spouse or
                  former spouse; and

         (iv)     A "direct rollover" is a payment by the Plan to the eligible
                  retirement plan specified by the distributee.
        
         In the event that the provisions of this Section 5.06 or any
         part thereof cease to be required by law as a result of
         subsequent legislation or otherwise, this Section or any
         applicable part thereof shall be ineffective without the
         necessity of further amendments to the Plan.




                                                                         Page 43


                         ARTICLE 6. CONTRIBUTIONS

6.01     Employer's Contributions

         It is the intention of the Employer to continue the Plan and

         make the contributions that are necessary to maintain the Plan
         on a sound actuarial basis and to meet the minimum funding
         standards prescribed by law. However, subject to the provisions
         of Article 10, the Employer may discontinue its contributions
         for any reason at any time.

6.02     Return of Contributions

 (a)     The Employer's contributions to the Plan are conditioned upon
         their deductibility under Section 404 of the Code. If all or
         part of the Employer's deductions for contributions to the Plan
         are disallowed by the Internal Revenue Service, the portion of
         the contributions to which that disallowance applies shall be
         returned to the Employer without interest, but reduced by any
         investment loss attributable to those contributions. The return
         shall be made within one year after the date of the disallowance
         of deduction.

 (b)     The Employer may recover without interest the amount of its
         contributions to the Plan made on account of a mistake in fact,
         reduced by any investment loss attributable to those
         contributions, if recovery is made within one year after the
         date of those contributions.




                                                                         Page 44


                    ARTICLE 7. ADMINISTRATION OF PLAN

7.01     Plan Sponsor and Plan Administrator
         
         The Company shall be the "plan administrator" and the "plan
         sponsor" of the Plan, as such terms are used in ERISA and the
         Code.

7.02     Administrative Responsibilities

 (a)     Except as expressly  otherwise  provided  herein,  the Company
         shall be the named  fiduciary  that has the authority to
         control and manage the  administration  and  operation  of the
         Plan,  and shall have the sole and complete  discretion to
         interpret and  administer  the terms of the Plan and to
         determine  eligibility for benefits and the amount of any such 
         benefits  pursuant to the terms of the Plan,  and in so doing
         the Company may correct  defects,  supply omissions and
         reconcile  inconsistencies  to the extent necessary to
         effectuate the Plan,  and such actions shall be binding and 
         conclusive on all persons.  The Company shall prescribe such
         forms, make such rules,  regulations,  interpretations and
         computations and shall take such other action to administer the
         Plan as it may deem  appropriate.  In  administering  the Plan,

         the Company shall act in a  nondiscriminatory  manner to the
         extent required by Section 401(a)  and related provisions of
         the Code and shall at all times  discharge its duties with
         respect to the Plan in  accordance  with the standards set
         forth in Section 404(a)(1) of ERISA.

 (b)     Except in cases where the Plan expressly requires action on
         behalf of the Company to be taken by the Board of Directors,
         action on behalf of the Company may be taken by any of the
         following:
         
         (i)      the Board of Directors;
         
         (ii)     the chief executive officer of the Company; or
         



                                                                         Page 45
                  

         (iii)    any person or persons or committee to whom
                  responsibilities for the operation and administration
                  of the Plan are allocated, by resolution of the Board
                  of Directors or by written instrument executed by the
                  chief executive officer of the Company and filed with
                  its permanent records, but action of such person or
                  persons or committee shall be within the scope of said
                  allocation.

7.03     Delegation of Responsibilities

         The Company may engage such attorneys, actuaries, accountants,
         consultants or other persons to render advice or to perform
         services with regard to any of its responsibilities under the
         Plan as it shall determine to be necessary or appropriate. The
         duties and responsibilities of the Company under the Plan shall
         be carried out by the directors, officers and employees of the
         Company, acting on behalf of the Company in their capacities as
         directors, officers and employees and not as individual
         fiduciaries.

7.04     Certified Earnings and Bonding

         Except to the extent permitted by applicable regulations, no
         Eligible Employee shall receive any compensation from the Plan
         for his services rendered to the Plan. The Company shall
         purchase such bonds as may be required under ERISA.

7.05     Service in More Than One Fiduciary Capacity

         Any individual, entity or group of persons may serve in more
         than one fiduciary capacity with respect to the Plan and/or the
         funds of the Plan.





                                                                         Page 46

7.06     Indemnification

         In addition to any other applicable arrangements for
         indemnification, the Employers jointly and severally agree to
         indemnify and hold harmless, to the extent permitted by law,
         each director, officer, and employee of the Employers against
         any and all liabilities, losses, costs, or expenses (including
         legal fees) of whatsoever kind and nature which may be imposed
         on, incurred by, or asserted against such person at any time by
         reason of such person's services as a fiduciary in connection
         with the Plan, but only if such person did not act dishonestly,
         or in bad faith, or in willful violation of the law or
         regulations under which such liability, loss, cost, or expense
         arises.

7.07     Establishment of Rules

         Subject to the limitations of the Plan, the Administrator from
         time to time shall establish rules for the administration of the
         Plan and the transaction of Plan business. The Administrator
         shall have discretionary authority to interpret the Plan and to
         make factual determinations (including but not limited to,
         determination of an individual's eligibility for Plan
         participation, the right and amount of any benefit payable under
         the Plan and the date on which any individual ceases to be a
         Participant). The determination of the Administrator as to the
         interpretation of the Plan or any disputed question shall be
         conclusive and final to the extent permitted by applicable law.

7.08     Correction of Errors

         It is recognized that in the operation and administration of the
         Plan certain mathematical and accounting errors may be made or
         mistakes may arise by reason of factual errors in information
         supplied to the Company or Funding Agent. The Company shall have
         power to cause such equitable adjustments to be made to correct
         for such errors as the Company in its discretion considers
         appropriate. Such adjustments shall be final and binding on all
         persons.




                                                                         Page 47

7.09     Prudent Conduct

         The Administrator shall use that degree of care, skill, prudence

         and diligence that a prudent man acting in a like capacity and
         familiar with such matters would use in a similar situation.

7.10     Actuary

         As an aid to the Administrator in fixing the rate of
         contributions payable to the Plan, the actuary designated by the
         Company shall make annual actuarial valuations of the contingent
         assets and liabilities of the Plan, and shall submit to the
         Company the rates of contribution recommended for use.

7.11     Maintenance of Accounts

         The Administrator shall maintain accounts showing the fiscal
         transactions of the Plan and shall keep in convenient form such
         data as may be necessary for actuarial valuations of the Plan.

7.12     Records

         Each Employer, each fiduciary with respect to the Plan, and each
         other person performing any functions in the operation or
         administration of the Plan or the management or control of the
         assets of the Plan shall keep such records as may be necessary
         or appropriate in the discharge of their respective functions
         hereunder, including records required by ERISA or any other
         applicable law. Records shall be retained as long as necessary
         for the proper administration of the Plan and at least for any
         period required by ERISA or other applicable law.

7.13     Appointment of Investment Manager

         The Company, in its sole discretion, shall determine the
         investment policy for the Plan. However, the Company may, in its
         sole discretion, appoint one or more investment managers to




                                                                         Page 48

         manage the assets of the Plan (including the power to acquire
         and dispose of all or part of such assets) as the Company shall
         designate. In that event, the authority over and responsibility
         for the management of the assets so designated shall be the sole
         responsibility of that investment manager.

         For purposes of this Article, the term "investment manager"
         means an individual who:

         (a)      Has the power to manage, acquire or dispose of any
                  asset of the Plan;

         (b)      Is (i) registered as an investment advisor under the
                  Investment Advisors Act of 1940, (ii) is a bank, as

                  defined in that Act, or (iii) is an insurance company
                  qualified to perform services described in paragraph
                  (a) above; and

         (c)      Has acknowledged in writing that he is a fiduciary
                  with respect to the Plan.

7.14     Expenses of Administration

         All expenses that arise in connection with the administration of
         the Plan, including but not limited to the compensation of the
         Trustee, administrative expenses and proper charges and
         disbursements of the Trustee and compensation and other expenses
         and charges of any enrolled actuary, counsel, accountant,
         specialist, or other person who has been retained by the Company
         in connection with the administration thereof, shall be paid
         from the funds of the Plan held by the Trustee under the trust
         agreement adopted for use in implementing the Plan, to the
         extent not paid by the Employer.

7.15     Claims and Review Procedures

 (a)     Applications for benefits and inquiries concerning the Plan (or
         concerning present or future rights to benefits under the Plan)
         shall be submitted to the Company in writing. An application 




                                                                         Page 49

         for benefits shall be submitted on the prescribed form and shall be
         signed by the Participant, or in the case of a benefit payable
         after his death, by his Beneficiary.

 (b)     In the event that an  application  for  benefits is denied in
         whole or in part,  the Company  shall notify the  applicant  in 
         writing of the denial and of the right to review of the 
         denial.  The  written  notice shall set forth,  in a manner 
         calculated  to be  understood by the  applicant,  specific 
         reasons for the denial,  specific  references to the provisions
         of the Plan on which the denial is based, a description of any 
         information  or material  necessary for the applicant to
         perfect the  application,  an explanation of why the material
         is necessary,  and an  explanation  of the review  procedure 
         under the Plan. The written notice shall be given to the 
         applicant  within a reasonable  period of time (not more than
         90 days) after the Company received the  application,  unless
         special  circumstances  require further time for processing and
         the  applicant is advised of the  extension.  In no event shall
         the notice be given more than 180 days after the Company
         received the application.

 (c)     The Company shall from time to time appoint a committee (the

         "Review Panel") that shall consist of three individuals who may,
         but need not, be Eligible Employees. The Review Panel shall be
         the named fiduciary that has the authority to act with respect
         to any appeal from a denial of benefits or a determination of
         benefit rights.

 (d)     An  applicant  whose  application  for  benefits  was  denied
         in whole or part,  or the  applicant's  duly authorized 
         representative,  may appeal  the denial by  submitting  to the 
         Review  Panel a request  for a review of the application 
         within 60 days after  receiving  written notice of the denial
         from the Company. The Company shall give the applicant or his 
         representative an opportunity to review pertinent  materials,
         other than  legally  privileged  documents,  in  preparing  the 
         request  for a  review.  The request for a review  shall be in
         writing and  addressed




                                                                         Page 50
        
         to the Review Panel.  The request for a review shall set forth all of
         the grounds on which it is based,  all facts in support of the request
         and any other  matters  that the  applicant  deems  pertinent. The
         Review Panel may require the  applicant  to submit such additional
         facts, documents or other materials as it may deem necessary or
         appropriate in making its review.

 (e)     The Review  Panel shall act on each  request for a review 
         within 60 days after  receipt,  unless  special circumstances 
         require  further time for processing  and the applicant is
         advised of the extension.  In no event shall the  decision on
         review be rendered  more than 120 days after the Review  Panel 
         received  the request  for a  review.  The  Review  Panel 
         shall  give  prompt  written  notice of its  decision  to the
         applicant and or the Company.  In the event that the Review
         Panel  confirms the denial of the  application for benefits in
         whole or in part, the notice shall set forth,  in a manner 
         calculated to be understood by the  applicant,  the specific 
         reasons for the decision and specific  references to the 
         provisions of the Plan on which the decision is based.

 (f)     The Review Panel shall adopt such rules, procedures and
         interpretations of the Plan as it deems necessary or appropriate
         in carrying out its responsibilities under this Section 7.15. In
         carrying out such responsibilities, the Review Panel shall have
         the sole and complete discretion to interpret and administer the
         terms of the Plan and to determine eligibility for benefits and
         the amount of any such benefits pursuant to the terms of the
         Plan, and in so doing the Review Panel may correct defects,
         supply omissions and reconcile inconsistencies to the extent
         necessary to effectuate the Plan, and such actions shall be
         binding and conclusive on all persons.


 (g)     No legal action for benefits under the Plan shall be brought
         unless and until the claimant (i) has submitted a written
         application for benefits in accordance with paragraph (a), (ii)
         has been



                                                                         Page 51

         notified by the Company that the application is denied,
         (iii) has filed a written request for a review of the
         application in accordance with paragraph (d) and (iv) has been
         notified in writing that the Review Panel has affirmed the
         denial of the application; provided, however, that legal action
         may be brought after the Company or the Review Panel has failed
         to take any action on the claim within the time prescribed by
         paragraphs (b) and (e) above.




                                                                         Page 52


                      ARTICLE 8. MANAGEMENT OF FUNDS

8.01     Funding Agent

 (a)     All the funds of the Plan  shall be held by a Funding  Agent 
         appointed  from time to time by the  Company under a trust
         instrument or an insurance or annuity contract  adopted,  or as
         amended,  by the Company for use in providing  the benefits of
         the Plan and paying its expenses not paid  directly by the
         Company.  The Company  shall  have the right to  determine  the
         form and  substance  of each trust  agreement  and group
         annuity  contract under which any part of the funds of the Plan
         is held,  subject only to the  requirement that they are not 
         inconsistent  with the  provisions  of the Plan.  Any such
         trust  agreement may contain provisions  pursuant to which the 
         trustee  will make  investments  on  direction  of a third 
         party.  The Company shall have no liability for the payment of
         benefits under the Plan nor for the  administration  of the
         funds paid over to the Funding Agent.

 (b)     The Company shall issue such written directions to the Funding
         Agent as are necessary to accomplish distributions to the
         Participants and Beneficiaries in accordance with the provisions
         of the Plan.

 (c)     The Funding Agent shall be entitled to receive such reasonable
         compensation for its services as may be agreed upon with the
         Company. The Funding Agent shall also be entitled to
         reimbursement for all reasonable and necessary costs, expenses,

         and disbursements incurred by it in the performance of its
         services. Such compensation and reimbursements shall be paid
         from the Trust Fund if not paid directly by the Company.




                                                                         Page 53

8.02     Exclusive Benefit Rule

         Except as otherwise provided in the Plan, no part of the corpus
         or income of the funds of the Plan shall be used for, or
         diverted to, purposes other than for the exclusive benefit of
         Participants and other persons entitled to benefits under the
         Plan and paying Plan expenses not otherwise paid by the
         Employer, before the satisfaction of all liabilities with
         respect to them. No person shall have any interest in or right
         to any part of the earnings of the funds of the Plan, or any
         right in, or to, any part of the assets held under the Plan,
         except as and to the extent expressly provided in the Plan.

8.03     Funding Policy

         The Company shall adopt a procedure, and revise it from time to
         time as it shall consider advisable, for establishing and
         carrying out a funding policy and method consistent with the
         objectives of the Plan and the requirements of ERISA. It shall
         advise each Funding Agent of the funding policy in effect from
         time to time.




                                                                         Page 54


                      ARTICLE 9. GENERAL PROVISIONS

9.01     Nonalienation

         Except as required by any applicable law, no benefit under the
         Plan shall in any manner be anticipated, assigned or alienated,
         and any attempt to do so shall be void. However, payment shall
         be made in accordance with the provisions of any judgment,
         decree, or order which:

         (a)      creates for, or assigns to, a spouse, former
                  spouse, child or other dependent of a Participant the right to
                  receive all or a portion of the Participant's benefits under
                  the Plan for the purpose of providing child support, alimony
                  payments or marital property rights to that spouse, child or
                  dependent,


         (b)      is made pursuant to a State domestic relations law,

         (c)      does not require the Plan to provide any type of benefit, or
                  any option, not otherwise provided under the Plan, and
                  
         (d)      otherwise meets the requirements of Section 206(d) of ERISA,
                  as amended, as a "qualified domestic relations order", as
                  determined by the Administrator.
         
         If the present value of any series of payments meeting the
         criteria set forth in clauses (a) through (d) above amounts to
         $3,500 or less, a lump sum payment that is the Actuarial
         Equivalent, determined in the manner described in Section
         5.01(c), shall be made in lieu of the series of payments.

9.02     Conditions of Employment Not Affected by Plan

         Participation in the Plan shall not confer any legal rights upon
         any Eligible Employee or other person for a continuation of
         employment, nor shall it interfere with the right of the
         Employer (which right is hereby reserved) to discharge any
         Eligible Employee and to treat him without regard to the effect which
         that treatment might have upon him as a



                                                                         Page 55

        
         Participant or potential Participant of the Plan.

9.03     Facility of Payment

         If in the opinion of the Administrator a Participant or other
         person entitled to a benefit hereunder is unable to care for his
         affairs because of illness or accident or because he is a minor,
         the Administrator may direct that any benefit due him, unless
         claim shall have been made for the benefit by a duly appointed
         guardian or other legal representative, be paid to his spouse, a
         child, a parent or other blood relative, or any other person or
         institution then in the opinion of the Administrator caring for
         or maintaining the Participant or other person during this
         period, or to a person with whom he resides. Any payment so made
         shall be a complete discharge of the liabilities of the Plan for
         that benefit.

9.04     Information

         Each Participant or other person entitled to a benefit, before
         any benefit shall be payable to him or on his account under the
         Plan, shall file with the Company the information that it shall
         require to establish his rights and benefits under the Plan.

9.05     Top-Heavy Provisions


 (a)     The following definitions apply to the terms used in this Section:
         
         (i)      "applicable determination date" means the last day of the
                  preceding Plan Year;

         (ii)     "top-heavy ratio" means the ratio of (A) the present value of
                  the cumulative Accrued Benefits under the Plan for key
                  employees to (B) the present value of the cumulative Accrued
                  Benefits under the Plan for all key employees and non-key
                  employees; provided, however, that if an individual has not
                  performed services for the Employer at




                                                                         Page 56

                  any time during the five-year period ending on the applicable
                  determination date, any accrued benefit for such individual
                  (and the account of such individual) shall not be taken into
                  account; 

         (iii)   "applicable valuation date" means the date within the preceding
                  Plan Year as of which annual Plan costs are or would be
                  computed for minimum funding purposes;

         (iv)     "key employee" means an employee who is in a category of
                  employees determined in accordance with the provisions of
                  Section 416(i)(1) and (5) of the Code and any regulations
                  thereunder, and where applicable, on the basis of the Eligible
                  Employee's remuneration (which, with respect to any Eligible
                  Employee, shall mean the wages, salaries, and other amounts
                  paid in respect of such Eligible Employee by the Employer or
                  an Affiliate for personal services actually rendered,
                  determined before any pre-tax contributions under a "qualified
                  cash or deferred arrangement", as defined in Section 401(k) of
                  the Code and its applicable regulations, or under a "cafeteria
                  plan", as defined in Section 125 of the Code and its
                  applicable regulations, and shall include, but not by way of
                  limitation, bonuses, overtime payments, and commissions, and
                  shall exclude deferred compensation, stock options, and other
                  distributions which receive special tax benefits under the
                  Code);

         (v)      "non-key employee" means any employee who is not a key
                  employee;

         (vi)     "average remuneration" means the average annual remuneration
                  of a Participant for the five consecutive years of his Years
                  of Vesting Service during which he received the greatest
                  aggregate remuneration, as limited by Section 401(a)(17) of
                  the Code, from the Employer or an Affiliate, excluding any
                  remuneration for service after the last Plan Year with respect

                  to which the Plan is top-heavy;

         (vii)    "required aggregation group" means each other qualified plan
                  of the Employer or an Affiliate (including plans that
                  terminated within the five-year period ending on the



                                                                         Page 57

                  determination date) in which there are members who are key
                  employees or which enables the Plan to meet the requirements
                  of Section 401(a)(4) or 410 of the Code; and

         (viii)   "permissive aggregation group" means each plan in the required
                  aggregation group and any other qualified plan(s) of the
                  Employer or an Affiliate in which all members are non-key
                  employees, if the resulting aggregation group continues to
                  meet the requirements of Sections 401(a)(4) and 410 of the
                  Code.

 (b)     For purposes of this  Section,  the Plan shall be  "top-heavy" 
         with respect to any Plan Year if as of the applicable 
         determination  date the top-heavy  ratio  exceeds  60 percent. 
         The  top-heavy  ratio shall be determined as of the applicable 
         valuation  date in accordance  with  Section 416(g)(3)  and
         (4)(B) of the Code on the basis of the UP-1984  Mortality 
         Table and an interest rate of 5 percent  per year  compounded
         annually.  For  purposes of  determining  whether  the Plan is 
         top-heavy,  the  present  value of Accrued Benefits  under the
         Plan will be combined with the present value of accrued 
         benefits or account  balances under each  other  plan in the 
         required  aggregation  group,  and in the  Employer's 
         discretion,  may be combined  with the  present  value of
         accrued  benefits  or  account  balances  under any other 
         qualified plan(s) in the permissive  aggregation  group.  The
         accrued  benefit of a non-key  employee under the Plan or any
         other defined benefit plan in the aggregation  group shall be
         (i) determined  under the method,  if any,  that  uniformly 
         applies for  accrual  purposes  under all plans  maintained  by
         the  Employer or an Affiliate,  or (ii) if there is no such 
         method,  as if such  benefit  accrued not more  rapidly  than
         the slowest accrual rate permitted under the fractional rule
         described in Section 411(b)(1)(C) of the Code.

 (c)     The following provisions shall be applicable to Participants for
         any Plan Year with respect to which the Plan is top-heavy:



                                                                         Page 58

         (i)      In lieu of the vesting requirements specified in Section 4.04,
                  a Participant shall be vested in, and have a nonforfeitable

                  right to, a percentage of his Accrued Benefit determined in
                  accordance with the provisions of Section 1.01 and
                  subparagraph (ii) below, as set forth in the following vesting
                  schedule:
 
                                Years of Vesting           Percentage
                                    Service                  Vested
                                ----------------           -----------
                                Less than 2 years               0%
                                    2 years                    20
                                    3 years                    40
                                    4 years                    60
                                 5 or more years              100
 
         (ii)     The Accrued Benefit of a Participant who is a non-key employee
                  shall not be less than 2 percent of his average remuneration
                  multiplied by the number of years of his Years of Vesting
                  Service, not in excess of 10, during the Plan Years for which
                  the Plan is top-heavy. That minimum benefit shall be payable
                  at a Participant's Normal Retirement Date. If payments
                  commence at a time other than the Participant's Normal
                  Retirement Date, the minimum Accrued Benefit shall be the
                  Actuarial Equivalent of that minimum benefit.

         (iii)    The multiplier "1.25" in Sections 415(e)(2)(B)(i) and
                  (3)(B)(i) of the Code shall be reduced to "1.0", and the
                  dollar amount "$51,875" in Section 415(e)(6)(B)(i)(I) of the
                  Code shall be reduced to "$41,500".

 (d)     If the Plan is top-heavy with respect to a Plan Year and ceases
         to be top-heavy for a subsequent Plan Year, the following
         provisions shall be applicable:

         (i)      The Accrued Benefit in any such subsequent Plan Year shall 
                  not be less than the minimum Accrued Benefit provided in 
                  paragraph (c)(ii) above, computed as of the end of the most
                  recent Plan Year for which the Plan was top-heavy.



                                                                         Page 59

         (ii)     If a Participant has completed three years of Years of 
                  Vesting Service on or before the last day of the most recent 
                  Plan Year for which the Plan was top-heavy, the vesting 
                  schedule set forth in paragraph (c)(i) above shall continue
                  to be applicable.

         (iii)    If a Participant has completed at least two, but less than 
                  three, years of Years of Vesting Service on or before the 
                  last day of the most recent Plan Year for which the Plan was
                  top-heavy, the vesting provisions of Section 4.04 shall 
                  again be applicable; provided, however, that in no event 
                  shall the vested percentage of a Participant's Accrued Benefit

                  be less than the percentage determined under paragraph (c)(i) 
                  above as of the last day of the most recent Plan Year for 
                  which the Plan was top-heavy.

9.06     Offsets

         Notwithstanding the foregoing provisions, the monthly amounts
         otherwise payable hereunder shall be reduced by the amount
         (expressed on a comparable basis that is an Actuarial
         Equivalent) of the monthly pension, if any, to which the
         Participant is entitled under any other pension plan that meets
         the requirements of Section 401(a) of the Code, or any
         comparable section or sections of any future legislation that
         amends, supplements, or supersedes said section, and that is
         financed in whole or in part by an Employer but only to the
         extent such other pension is attributable to employer
         contributions and to the same period of service for which the
         pension is being paid under this Plan.

9.07     Construction

 (a)     The Plan shall be construed, regulated and administered under
         ERISA as in effect from time to time, and the laws of the State
         of New York, except where ERISA controls.

 (b)     The masculine pronoun shall mean the feminine where
         appropriate, and vice versa.




                                                                         Page 60

 (c)     The titles and headings of the Articles and Sections in this
         Plan are for convenience only. In case of ambiguity or
         inconsistency, the text rather than the titles or headings shall
         control.

9.08     Prevention of Escheat

         If the Administrator cannot ascertain the whereabouts of any
         person to whom a payment is due under the Plan, the
         Administrator may, no earlier than three years from the date
         such payment is due, mail a notice of such due and owing payment
         to the last known address of such person as shown on the records
         of the Administrator or the Employer. If such person has not
         made written claim therefor within three months of the date of
         the mailing, the Administrator may, if it so elects and upon
         receiving advice from counsel to the Plan, direct that such
         payment and all remaining payments otherwise due such person be
         canceled on the records of the Plan and the amount thereof
         applied to reduce the contributions of the Employer. Upon such
         cancellation, the Plan shall have no further liability therefor
         except that, in the event such person or his Beneficiary later

         notifies the Administrator of his whereabouts and requests the
         payment or payments due to him under the Plan, the amount so
         applied shall be paid to him in accordance with the provisions
         of the Plan.



                                                                         Page 61


              ARTICLE 10. AMENDMENT, MERGER, AND TERMINATION

10.01    Amendment of Plan

         The Company, by action of its Board of Directors or by action of
         a person so authorized by resolution of the Board of Directors,
         reserves the right at any time and from time to time, and
         retroactively if deemed necessary or appropriate, to amend in
         whole or in part any or all of the provisions of the Plan.
         However, no amendment shall make it possible for any part of the
         funds of the Plan to be used for, or diverted to, purposes other
         than for the exclusive benefit of persons entitled to benefits
         under the Plan, before the satisfaction of all liabilities with
         respect to them. No amendment shall be made which has the effect
         of decreasing the Protected Benefit of any Participant or of
         reducing the nonforfeitable percentage of the Accrued Benefit of
         a Participant below the nonforfeitable percentage computed under
         the Plan as in effect on the date on which the amendment is
         adopted, or if later, the date on which the amendment becomes
         effective.

10.02    Merger, Consolidation, or Transfer

         The Board of Directors may, in its sole discretion, merge this
         Plan with another qualified plan, subject to any applicable
         legal requirements. However, the Plan may not be merged or
         consolidated with, and its assets or liabilities may not be
         transferred to, any other plan unless each person entitled to
         benefits under the Plan would, if the resulting plan were then
         terminated, receive a benefit immediately after the merger,
         consolidation, or transfer which is equal to or greater than the
         benefit he would have been entitled to receive immediately
         before the merger, consolidation, or transfer if the Plan had
         then terminated.



                                                                         Page 62

10.03    Additional Participating Employers

 (a)     If any  company  is now or  becomes a  subsidiary  or 
         associated  company  of an  Employer,  the Board of Directors 
         may  include the  employees  of that  company in the 

         membership  of the Plan upon  appropriate action by that 
         company  necessary to adopt the Plan.  In that event,  or if
         any persons  become  Eligible Employees of an Employer as the
         result of merger or  consolidation  or as the result of
         acquisition of all or part of the assets or business of another 
         company,  the Board of  Directors  shall  determine  to what
         extent,  if any,  credit  and  benefits  shall be  granted  for 
         previous  service  with  the  subsidiary, associated  or other 
         company,  but subject to the  continued  qualification  of the
         trust for the Plan as tax-exempt under the Code.

 (b)     Any subsidiary or associated company may terminate its
         participation in the Plan upon appropriate action by it, in
         which event the funds of the Plan held on account of
         Participants in the employ of that company shall be determined
         by the Administrator and shall be applied as provided in Section
         10.04 if the Plan should be terminated, or shall be segregated
         by the Trustee as a separate trust, pursuant to certification to
         the Trustee by the Administrator, continuing the Plan as a
         separate plan for the employees of that company under which the
         board of directors of that company shall succeed to all the
         powers and duties of the Board of Directors, including the
         appointment of the administrator.

10.04    Termination of Plan

         The Company, by action of its Board of Directors, may terminate
         the Plan for any reason at any time. In case of termination of
         the Plan, the rights of Participants to their Protected Benefits
         as of the date of the termination, to the extent then funded or
         protected by law, if greater, shall be nonforfeitable. The funds
         of the Plan shall be used for the exclusive benefit of persons
         entitled to benefits under the Plan as of the date of
         termination, except as provided in Section 6.02. 




                                                                         Page 63

         However, any funds not required to satisfy all liabilities of the Plan 
         for benefits because of erroneous actuarial computation shall be
         returned to the Employer. The Administrator shall determine on
         the basis of actuarial valuation the share of the funds of the
         Plan allocable to each person entitled to benefits under the
         Plan in accordance with Section 4044 of ERISA, or corresponding
         provision of any applicable law in effect at the time. In the
         event of a partial termination of the Plan, the provisions of
         this Section shall be applicable to the Participants affected by
         that partial termination.

10.05    Limitation Concerning Highly Compensated Employees or Highly
         Compensated Former Employees


 (a)     The  provisions of this Section shall apply (i) in the event
         the Plan is  terminated,  to any  Participant who is a Highly 
         Compensated  Employee or highly  compensated  former employee
         (as those terms are defined in  Section 414(q)  of the Code) of
         the  Employer  or an  Affiliate  and (ii) in any other  event, 
         to any Participant who is one of the 25 Highly  Compensated 
         Employees or highly  compensated former employees of the 
         Employer or  Affiliate  with the  greatest  compensation  in
         any Plan Year.  The amount of the annual payments to any one of
         the  Participants  to whom this Section applies shall not be
         greater than an amount equal to the  annual  payments  that 
         would be made on behalf of the  Participant  during the year
         under a single life annuity that is the Actuarial  Equivalent
         of the sum of the Participant's  Accrued Benefit and the
         Participant's other benefits under the Plan.

 (b)     If, (i) after  payment of Pension or other  benefits to any one
         of the  Participants  to whom this Section applies,  the value
         of Plan assets equals or exceeds  110 percent of the value of
         current  liabilities (as that  term is  defined  in  Section
         412(l)(7)  of the Code) of the  Plan,  (ii) the  value of the 
         Accrued Benefit  and other  benefits  of any one of the 
         Participants  to whom this  Section  applies is less than 1 percent of
         the value of current  liabilities of




                                                                         Page 64

        
         the Plan, or (iii) the value of the benefits  payable to a Participant
         to whom this Section applies does not exceed the amount  described in 
         Section 411(a)(11)(A) of the Code,  the provisions of  paragraph (a) 
         above will not be applicable to the payment of benefits to such
         Participant.

 (c)     Notwithstanding paragraph (a) of this Section, in the event the
         Plan is terminated, the restriction of this Section shall not be
         applicable if the benefit payable to any Highly Compensated
         Employee and any highly compensated former employee is limited
         to a benefit that is nondiscriminatory under Section 401(a)(4)
         of the Code.

 (d)     If it should subsequently be determined by statute, court
         decision acquiesced in by the Commissioner of Internal Revenue,
         or ruling by the Commissioner of Internal Revenue, that the
         provisions of this Section are no longer necessary to qualify
         the Plan under the Code, this Section shall be ineffective
         without the necessity of further amendment to the Plan.

10.06    Doubleday Book Shops, Inc.

         Appendix B constitutes an integral part of the Plan and is

         applicable with respect to (i) those Participants included in
         the Plan who are employees of Doubleday Book Shops, Inc., and
         (ii) those former employees of Doubleday Book Shops, Inc. with
         continuing rights under the Pension Plan for Eligible Employees
         of Doubleday Book Shops, Inc. as of December 31, 1991. Such
         employees and former employees are subject to all the terms and
         conditions of the Plan, except as otherwise provided by 
         Appendix B.



                                                                         Page 65


                         APPENDIX A. ACTUARIAL FACTORS
                                   TABLE 1
                 TEN-YEAR CERTAIN & LIFE FACTOR REDUCTION CHART




             Nearest Age                                  Factor
         --------------------                      --------------------
                  65                                       .930
                  64                                       .935
                  63                                       .940
                  62                                       .945
                  61                                       .950
                  60                                       .955
                  59                                       .960
                  58                                       .965
                  57                                       .970
                  56                                       .975
                  55                                       .980
                  54                                       .985
                  53                                       .990
                  52                                       .995
              51 or less                                  1.000



                                                                         Page 66


                                  APPENDIX A
                                   (cont'd)

                                   TABLE 2

      REDUCTION FACTORS IF BENEFITS BEGIN BEFORE NORMAL RETIREMENT DATE

                              LIFE ONLY BENEFITS

                (Interpolate for ages less than a whole year.)


        Age       Reduction Factor         Age       Reduction Factor
       ------   ------------------       ------    ------------------
         64           .933                 44             .194
         63           .867                 43             .179
         62           .800                 42             .165
         61           .733                 41             .153
         60           .667                 40             .141
         59           .633                 39             .131
         58           .600                 38             .121
         57           .567                 37             .112
         56           .533                 36             .104
         55           .500                 35             .097
         54           .456                 34             .090
         53           .417                 33             .083
         52           .381                 32             .077
         51           .349                 31             .072
         50           .320                 30             .067
         49           .293                 29             .062
         48           .270                 28             .058
         47           .248                 27             .054
         46           .228                 26             .050
         45           .210                 25             .047


                                                                         Page 67

APPENDIX B. PROVISIONS APPLICABLE TO EMPLOYEES OF DOUBLEDAY BOOK SHOPS, INC.

This Appendix B constitutes an integral part of the Plan and is
applicable with respect to (i) those Participants included in the Plan
who are employees of Doubleday Book Shops, Inc., and (ii) those former
employees of Doubleday Book Shops, Inc. with continuing rights under the
Pension Plan for Eligible Employees of Doubleday Book Shops, Inc. as of
December 31, 1991. Such employees and former employees are subject to
all the terms and conditions of the Plan, except as otherwise provided
by this Appendix B. Section references in this Appendix B correspond to
appropriate Sections of the Plan.

                        ARTICLE 1. DEFINITIONS

1.02     "Actuarial Equivalent" means a benefit of equivalent value,
         determined using a 7 percent interest rate and the UP-1984
         Mortality Table. For purposes of determinations under Section
         4.04, the applicable factors set forth in Table 2 of this
         Appendix B shall be used. For purposes of determinations under
         Section 5.02, the Actuary shall use the applicable factors set
         forth in Table 1 of this Appendix B

1.09     "Compensation" shall include amounts received by an Eligible
         Employee from an Affiliate, provided such compensation would
         otherwise meet the definition of Certified Earnings in Section
         1.09 of the Plan.

1.15     "Eligible Employee" means an Employee:
         
         (a)      who is not included in a unit of Employees covered by a
                  collective bargaining agreement between employee
                  representatives and an Employer if such retirement benefits
                  were the 




                                                                         Page 68

                  subject of good faith bargaining, unless such agreement 
                  expressly provides for the inclusion of such persons as 
                  Participants in the Plan;
                  
         (b)      who is not covered under another defined benefit retirement
                  program as an employee employed by an Affiliate; or

         (c)      who is not classified by Doubleday Book Shops, Inc. as a
                  leased employee (as defined in Section 414(n)(2) of the Code)
                  or as an independent contractor, regardless of his or her
                  classification by the Internal Revenue Service for tax
                  withholding purposes.


1.16     "Employee" means any person employed by Doubleday Book Shops,
         Inc., excluding demonstrators. A "full-time Employee" means an
         Employee who, on the basis of his regular stated work schedule,
         is classified as a full-time Employee. A "part-time Employee"
         means an Employee who, on the basis of his regular stated work
         schedule, is classified as a part-time Employee.

1.19     "Final Average Compensation" The "Final Average Compensation"
         for purposes of determining the normal monthly retirement
         pension (as defined in Section 4.01 of this Appendix B) is the
         average of such Participant's Compensation for those five
         consecutive Plan Years within the last ten Plan Years preceding
         the calendar year in which the Participant's Termination of
         Employment occurs (as defined in Section 1.36 of this Appendix
         B) with the Employer and all Affiliates that produces the
         highest average. If such Participant has less than five
         consecutive full calendar years of employment with the Employer
         and all Affiliates, Final Average Compensation shall be computed
         with respect to his actual full calendar years of employment
         with the Employer and all Affiliates.




                                                                         Page 69

1.41     "Termination of Employment" of a full-time Employee shall be
         deemed to occur on the earlier of:

         (a)      his resignation, discharge, retirement, or death; or

         (b)      the first anniversary of the first date of a period in which
                  the full-time Employee is absent from work (with or without
                  pay) with the Employer for any other reason (e.g., vacation,
                  holiday, disability, leave of absence, or layoff).

         The "Termination of Employment" of a part-time Employee shall be
         deemed to occur on the earliest of his resignation, discharge,
         retirement, or death.

                       ARTICLE 2. PARTICIPATION

2.01     Participation Requirements

 (a)     Each Employee of Doubleday Book Shops, Inc. who was a
         participant in the Pension Plan for Employees of Doubleday Book
         Shops, Inc. on December 31, 1991 will become a Participant of
         the Plan on January 1, 1992, provided he is an Eligible Employee
         on such date. As of January 1, 1992, Participants in the Plan
         shall include all retired or terminated participants with
         entitlement to benefits under the Pension Plan for Employees of
         Doubleday Book Shops, Inc. on December 31, 1991. Any retirement
         benefit which would have been payable to or on behalf of any

         such retired or terminated participants under the Pension Plan
         for Employees of Doubleday Book Shops, Inc. shall be payable
         from the Plan.

 (b)     On and after January 1, 1992, any Employee of Doubleday Book
         Shops, Inc. shall become a Participant in the Plan on the date
         he first completes an Hour of Service or the date he becomes an
         Eligible Employee, if later.



                                                                         Page 70

                          ARTICLE 3. SERVICE
3.01     Years of Vesting Service

 (a)     "Year of Vesting Service" means with respect to an employee of
         Doubleday Book Shops, Inc.:

         (i)      with respect to a part-time Employee, a Plan Year in which
                  such Employee has completed 1,000 or more Hours of Service;
                  and

         (ii)     with respect to a full-time Employee, a 12-month period of
                  uninterrupted employment rendered by such Employee with the
                  Employer during the period beginning on the date the Employee
                  first completes an Hour of Service and ending on the
                  Employee's Termination of Employment;
         
         subject, however, to the service rules of Section 3.01 of the
         Plan and the following provisions of this Section 3.01.

         If a full-time Employee's employment is terminated and he is
         later reemployed within one year, the period between his
         Termination of Employment and the date of his reemployment shall
         be included in Years of Vesting Service. However, if his
         employment is terminated during a period of absence from service
         for reasons such as vacation, sickness, disability, layoff, or
         leave of absence approved by the Employer, the period from his
         Termination of Employment to the date of his reemployment shall
         be counted in his Years of Vesting Service only if he is
         reemployed within one year of the first day of such absence.

 (b)     Notwithstanding the foregoing provisions of this Section 3.01,
         an Employee of Doubleday Book Shops, Inc. shall not be deemed to
         have incurred a One Year Break in Service if the Employee is
         absent from work because of:

         (i)      Service in the Armed Forces of the United States;



                                                                         Page 71


         (ii)     An authorized leave of absence for sickness, vacation or
                  sabbatical granted in writing and for a period not in excess
                  of two years, or a temporary layoff for less than 12 months.
                  Leaves of absence shall be authorized in a nondiscriminatory
                  manner; or

         (iii)    Disability, other than permanent and total disability, as
                  defined in Section 4.09 of this Appendix B, causing an
                  absence.

 (c)     Service rendered prior to April 1, 1990 to Doubleday & Company,
         Inc. or any affiliated entity thereof within the meaning of
         Sections 414(b), (c), (m), and (o) of the Code shall be
         recognized for vesting purposes under the terms of the Pension
         Plan for Employees of Doubleday & Company, Inc. and its
         Associated Employers as in effect on March 31, 1990.

3.02     Credited Service

         Credited Service for purposes of this Appendix B means all Years
         of Vesting Service rendered as an Employee of Doubleday Book
         Shops, Inc., except as provided below. Any period between a
         Termination of Employment (as defined in Section 1.41 of this
         Appendix B) and a reemployment date which is counted as Years of
         Vesting Service as provided in Section 3.01 of this Appendix B
         shall not be counted as Credited Service, except that Credited
         Service shall include any period of absence from service with
         the Employer due to service in the Armed Forces of the United
         States which is counted in a Participant's Years of Vesting
         Service as provided in the Plan. An Employee's Credited Service
         rendered prior to a Termination of Employment will not be
         restored to him upon subsequent reemployment if the Employee
         received a lump sum amount as provided in Section 5.01(c).




                                                                         Page 72
3.03     Reemployment

 (a)     If a Participant is reemployed by Doubleday Book Shops, Inc. and
         works at least eight days during a calendar month, any pension
         payments he is currently receiving shall be discontinued. After
         said month and prior to the month following his subsequent
         Termination of Employment, pension payments that the Participant
         would otherwise be entitled to receive shall be permanently
         withheld for each calendar month in which he works at least
         eight days.

 (b)     If a Participant's employment with Doubleday Book Shops, Inc.
         continues after he attains Normal Retirement Age, his pension
         payments will be permanently withheld for each calendar month in
         which he works at least eight days.


 (c)     If a Participant who was an employee of Doubleday Book Shops, 
         Inc. is rehired by any other Employer,  the provisions set
         forth in Section 3.03 of the Plan shall control.

3.04     Change in Employment Status

 (a)     If an Employee  employed  by  Doubleday  Book Shops,  Inc.  on
         a  full-time  basis  becomes  employed on a part-time  basis, 
         his Years of  Vesting  Service  prior to the date of such 
         change  in  status  shall be determined  under the provisions
         of Section 3.01 of this Appendix B as applicable to a full-time 
         Employee and his subsequent  Years of Vesting  Service shall be
         determined  under the provisions of Section 3.01 of this
         Appendix B as applicable to a part-time Employee;  provided, 
         however,  that in determining his Years of Vesting  Service 
         with  respect to the Plan Year in which such  change in status 
         occurs,  190 Hours of Service  will be counted  for each month
         (or part  thereof)  of  employment  prior to the date such
         change took place.



                                                                         Page 73

 (b)     If an Employee of Doubleday Book Shops,  Inc. who is employed
         on a part-time  basis becomes  employed on a full-time  basis, 
         his Years of Vesting Service prior to the first day of the Plan
         Year coincident with or next following  such change in status
         shall be determined  under the  provisions of  Section 3.01  of
         this Appendix B as  applicable to a part-time  Employee and his 
         subsequent  Years of Vesting  Service shall be determined 
         under  the  provisions  of  Section 3.01  of this  Appendix B 
         as  applicable  to a  full-time Employee;  provided,  however, 
         that in the Plan Year in which such change in status occurs,
         such Employee will be  credited  with one full Year of Vesting 
         Service if he  completes  1,000 Hours of Service in such Plan
         Year.  If the  Employee is not  credited  with one full Year of
         Vesting  Service in such Plan Year in accordance  with the
         prior  sentence,  his Years of Vesting  Service for the Plan
         Year in which the change in status  occurred shall equal the
         Years of Vesting  Service that would have been counted if the
         Employee had  remained a full-time  Employee up to the earlier
         of the end of such Plan Year or his  Termination  of
         Employment.

            ARTICLE 4. ELIGIBILITY FOR AND AMOUNT OF BENEFITS

4.01     Normal Retirement

 (a)     The normal  retirement  Pension of a Participant  attributable 
         to his period of employment as an Employee of Doubleday Book
         Shops, Inc. shall be a monthly amount, payable at his Normal
         Retirement Date, equal to:
          

                  1/12 of 1.1 percent of Final Average Compensation up
                  to Covered Compensation for each year of Credited
                  Service (maximum 30 years) plus 1.67% of Final Average
                  Compensation greater than Covered Compensation for
                  each year of Credited Service (maximum 30 years).



                                                                         Page 74

4.03     Early Retirement

         If a Participant elects to begin payment of his early retirement
         Pension prior to his Normal Retirement Date, the Pension payable
         with respect to his period of employment as an Employee of
         Doubleday Book Shops, Inc. shall be equal to his accrued monthly
         Pension, as determined under this Appendix B, reduced by 5
         percent for each full year that the date the Participant's early
         retirement benefit commences precedes his Normal Retirement
         Date, with pro rata reductions hereunder based on fractions of a
         year.

4.05     Spouse's Pension

 (a)     If a Participant who:

         (i)      is an Employee of Doubleday Book Shops, Inc.
                  dies in active service prior to his Annuity Starting Date
                  having met the requirement for any pension benefit under
                  Article 4;

         (ii)     was an Employee of Doubleday Book Shops, Inc. dies after
                  Termination of Employment but prior to his Annuity Starting
                  Date with entitlement to a pension benefit under Article 4; or

         (iii)    was an Employee of Doubleday Book Shops, Inc. dies while
                  accruing service under Section 4.09 of this Appendix B and
                  prior to his Annuity Starting Date having met the requirement
                  for any pension benefit under Article 4;
         
         his eligible surviving spouse (if any) shall be entitled to a
         monthly Pension payable for life. The first payment of such
         survivor Pension benefit shall be made on the first day of the
         month following what would have been the Participant's Normal
         Retirement Date or his date of death, if later. However, the
         eligible surviving spouse may elect to begin receiving payments
         on the first day of the month coinciding with or following the
         month in which the Participant would have attained age 55 and
         prior to his Normal Retirement Date or the date of the
         Participant's death, if



                                                                         Page 75

         

         later. The last monthly payment shall be made as of the first day of
         the month in which the eligible surviving spouse's death occurs.

         The amount of each monthly payment shall be equal to the amount
         of benefit the eligible surviving spouse would have received if
         the Pension benefit to which the Participant was entitled to as
         of his date of death had commenced on his Normal Retirement Date
         (or his date of death, if later) in the form of a Qualified
         Joint and Survivor Annuity and the Participant had died
         immediately thereafter. If the eligible surviving spouse elects
         an earlier commencement date, the amount of each payment shall
         be further adjusted to reflected commencement prior the
         Participant's Normal Retirement Date as follows:
         
         (i)      If the Participant's death occurred after he attained age 55
                  and the eligible surviving spouse elects early commencement,
                  the monthly Pension payable to the eligible surviving spouse
                  shall be based on the amount of the benefit determined under
                  Section 4.01 of this Appendix B to which the Participant would
                  have been entitled if he had requested benefit commencement in
                  the form of a Qualified Joint and Survivor Annuity at that
                  earlier date, reduced as provided in Section 4.03 of this
                  Appendix.

         (ii)     If the Participant's death occurred before he attained age 55
                  and the eligible surviving spouse elects a commencement date 
                  on or after the date the Participant would have attained age 
                  55, the monthly pension payable to the eligible surviving 
                  spouse shall be based on the amount of benefit determined 
                  under Section 4.01 of this Appendix B to which the Participant
                  would have been entitled if he had commenced payment in the 
                  form of a Qualified Joint and Survivor Annuity at that earlier
                  date, reduced in accordance with the provisions of Section 
                  4.04 of this Appendix.



                                                                         Page 76

 (b)     A  Participant  described in  paragraph (a)  may not elect to
         waive the survivor  annuity  coverage  under paragraph (a).

4.08     Protection of Benefits Accrued Prior to January 1, 1992

         Notwithstanding any provisions to the contrary, each Participant
         who was a participant in the Pension Plan for Employees of
         Doubleday Book Shops, Inc. on December 31, 1991 and who became a
         Participant in the Plan on January 1, 1992 shall not have his
         benefit (including optional forms of benefit and other benefits
         protected under Internal Revenue Code Section 411(d)(6) and
         regulations thereunder) accrued as of December 31, 1991 under
         the terms of the Pension Plan for Employees of Doubleday Book

         Shops, Inc. as in effect on such date reduced or eliminated.

4.09     Disability Retirement

         In the event a Participant, while he is an Employee of Doubleday
         Book Shops, Inc., becomes permanently and totally disabled
         before his Normal Retirement Date so that he is no longer able
         to continue in employment in the same or similar capacity, such
         Participant shall continue to be credited with Years of Vesting
         Service and years of Credited Service for all Plan purposes
         while he is permanently and totally disabled, but his Final
         Average Compensation shall be calculated as of the date he
         becomes permanently and totally disabled. Such Participant shall
         receive his retirement benefit as of his Normal Retirement Date
         unless he elects in writing to the Administrator that such
         benefit commence at an early retirement date. A Participant
         shall be deemed "permanently and totally disabled" if the
         Participant is entitled to and is receiving disability benefits
         under the Social Security Act.



                                                                         Page 77

                      ARTICLE 5. PAYMENT OF PENSIONS

5.02     Optional Forms of Payment

         In lieu of the amount and form of Pension payable to him under
         the Plan, and subject to any Spousal Consent required, a
         Participant may, under such rules as the Employer may prescribe,
         elect to have his Pension attributable to his employment as an
         Employee of the Doubleday Book Shops, Inc. (as determined under
         this Appendix B) paid under any of the following options:

         (a)      The Ten-Year Certain and Life Option available under the Plan,
                  determined by multiplying the amount that would be paid to him
                  on a life only basis by the applicable reduction factor from
                  Table 1 of this Appendix B.

         (b)      A Five-Year Certain and Life Option that is a modified Pension
                  payable during the Participant's life; if the Participant dies
                  within 60 months of his Annuity Starting Date, the balance of
                  those monthly payments shall be paid to the Beneficiary named
                  by him when he elected the option. The monthly amount payable
                  under this option will be determined by multiplying the amount
                  that would be paid to the Participant on a life-only basis by
                  the applicable reduction factor from Table 1 of this Appendix
                  B.

         (c)      The 50% Joint and Survivor Option available under the Plan,
                  determined by multiplying the amount that would be paid to him
                  on a life only basis by a reduction factor which is 90
                  percent, increased by 3/10 of 1 percent (but not more than 100

                  percent) for each year the contingent annuitant is older than
                  the Participant, and decreased by 3/10 of 1 percent for each
                  year the contingent annuitant is younger than the Participant.
                  
         (d)      The 100% Joint and Survivor Option available under the Plan,
                  determined by multiplying the amount that would be paid to him
                  on a life-only basis by a reduction factor which is 82
                  percent, increased by 6/10 of 1 percent (but not more than 100
                  percent) for each year the contingent annuitant is older than
                  the Participant, and decreased by 6/10 of 1 percent for each
                  year the contingent



                                                                         Page 78

                  
                  annuitant is younger than the Participant.

         In the event the Beneficiary named under the provisions of
         paragraph (a) or (c) above fails to survive the Participant and
         the Participant has not designated a contingent beneficiary, the
         Beneficiary shall be deemed to be in the order of sequence
         below: (1) the Participant's eligible surviving spouse, if any,
         (2) his children then living, (3) his brothers or sisters then
         living, or (4) his estate. If the designated Beneficiary
         survives the Participant but dies prior to receiving the full
         number of payments under the five- or ten-year certain and life
         option and the Participant has not designated a contingent
         Beneficiary, distribution of the remaining payments will be made
         to the Beneficiary's estate.



                                                                         Page 79

                              APPENDIX A

                               TABLE 1

      FIVE- OR TEN-YEAR CERTAIN AND LIFE FACTOR REDUCTION CHART

Participant's Five-Year Ten-Year Participant's Five-Year Ten-Year Attained Age Certain & Life Certain & Life Attained Age Certain & Life Certain & Life ---------------- ---------------- ---------------- --------------- ---------------- ---------------- 70 .957 .864 49 .998 .981 69 .962 .877 48 .999 .982 68 .966 .889 47 1.000 .983 67 .970 .901 46 1.000 .984 66 .974 .911 45 1.000 .985 65 .977 .921 44 1.000 .986 64 .980 .929 43 1.000 .987 63 .982 .937 42 1.000 .988 62 .984 .943 41 1.000 .989 61 .986 .949 40 1.000 .990 60 .987 .954 39 1.000 .991 59 .988 .959 38 1.000 .992 58 .990 .963 37 1.000 .993 57 .990 .966 36 1.000 .994 56 .991 .969 35 1.000 .995 55 .992 .972 34 1.000 .996 54 .993 .974 33 1.000 .997 53 .994 .976 32 1.000 .998 52 .995 .978 31 1.000 .999 51 .996 .979 30 and less 1.000 1.000 50 .997 .980
Page 80 APPENDIX B TABLE 2 REDUCTION FACTORS IF DEFERRED VESTED PARTICIPANT'S BENEFITS BEGIN BEFORE NORMAL RETIREMENT DATE (interpolate for ages less than a whole year) Participant's Participant's Attained Age Factor Attained Age Factor --------------- -------- --------------- -------- 65 1.000 44 .139 64 .893 43 .128 63 .799 42 .118 62 .717 41 .109 61 .645 40 .101 60 .582 39 .093 59 .526 38 .087 58 .476 37 .080 57 .432 36 .074 56 .393 35 .069 55 .358 34 .064 54 .326 33 .059 53 .298 32 .055 52 .272 31 .051 51 .250 30 .048 50 .229 29 .044 49 .210 28 .041 48 .193 27 .038 47 .177 26 .036 46 .163 25 .033 45 .150