Deferred Compensation Program - Fluor Corp.

                                FLUOR EXECUTIVE

                         DEFERRED COMPENSATION PROGRAM

     THIS INSTRUMENT, executed and made effective as of May 1, 1995 by FLUOR
CORPORATION, a Delaware corporation, evidences an amendment and restatement of
the terms of the Fluor Executive Deferred Compensation Program (formerly known
as the Fluor Corporation and Subsidiaries Executive Deferred Compensation
Program) adopted for the benefit of certain key employees of Fluor Corporation
and its subsidiaries.

                                  WITNESSETH:

     WHEREAS, the Company has heretofore maintained three separate deferred
compensation programs for its key employees, this Plan which covered deferrals
of incentive compensation, the Fluor Corporation and Subsidiaries Executive
Deferred Salary Program (the "Deferred Salary Program") which covered the
deferral of salary and other related amounts and the Fluor Excess Benefit Plan
("Excess Benefit Plan") which provides deferrals to compensate for benefits
which would otherwise be lost to highly compensated employees as a result of the
contribution and benefit limitations imposed by ERISA; and

     WHEREAS, the Company now desires to combine all of the three foregoing
unfunded deferred compensation programs for its key employees into a single
program by (a) combining the Deferred Salary Program (including, without
limitation, the excess 401(k) accounts previously maintained as a part of this
program) with and into this Plan thereby merging all the accounts previously
maintained under that Deferred Salary Program with and into this Plan and (b) by
transferring the key employee accruals previously maintained under the Excess
Benefit Plan from the Excess Benefit Plan into this Plan; and

     WHEREAS, the Company now desires, in addition to consolidating all of the
key employee deferred compensation programs into this Plan to amend and restate
the terms and conditions of the Plan;

     NOW, THEREFORE, the Company hereby declares the current terms and
conditions of the Fluor Executive Deferred Compensation Program (formerly known
as the Fluor Corporation and Subsidiaries Executive Deferred Compensation
Program) to be, as of May 1, 1995, as follows:


 
                                   ARTICLE I

                                   THE PLAN

1.1. NAME. This Plan shall be known as the "Fluor Executive Deferred
     Compensation Program".

1.2  PURPOSE. This Plan is adopted for the purpose of providing eligible
     executive employees with a means to satisfy future financial needs and also
     for the purpose of providing such employees with retirement and other
     benefits which, because of various

                                        2

 
contribution and benefit accrual limitations, cannot be provided for them under
the tax qualified retirement, profit sharing and savings plans in which such
employee is a participant. The Company intends that the Plan constitute an
unfunded "top hat" plan maintained for the purpose of providing deferred
compensation to a select group of management or highly compensated employees
under applicable provisions of ERISA.

1.3  PLAN ADMINISTRATION. The Plan shall be administered by the Committee in
     accordance with the following:

    (a). The Committee, on behalf of the Participants and their Beneficiaries,
         shall enforce the Plan in accordance with its terms, shall be charged
         with the general administration of the Plan, and shall have all powers
         necessary to accomplish its purposes, including, but not by way of
         limitation, the following:

        (i)   To determine all questions relating to the eligibility of
              employees to participate;
 
        (ii)  To construe and interpret the terms and provisions of this Plan;

        (iii) To compute and certify to the amount and kind of benefits payable
              to Participants or their Beneficiaries;

        (iv)  To maintain all records that may be necessary for the
              administration of the Plan;

                                        3

 
        (v)   To provide for the disclosure of all information and the filing or
              provision of all reports and statements to Participants,
              Beneficiaries or governmental agencies as the Committee may
              determine or as shall be required by law;

        (vi)  To make and publish such rules for the regulation of the Plan and
              procedures for the administration of the Plan as are not
              inconsistent with the terms hereof; and
 
        (vii) To appoint a plan administrator or any other agent, and to
              delegate to such person such powers and duties in connection with
              the administration of the Plan as the Committee may from time to
              time prescribe.

       (b)  The Committee shall have full discretion to make factual
            determinations as may be necessary and to construe and interpret the
            terms and provisions of this Plan, which interpretation or
            construction shall be final and binding on all parties, including
            but not limited to the Company and any Participant or Beneficiary.
            The Committee shall administer such terms and provisions in a
            uniform manner and in full accordance with any and all laws
            applicable to the Plan.

       (c)  To enable the Committee to perform its functions, the Company shall
            supply full and timely information to the Committee on all Plan
            matters relating to the Participants, their death or other cause of
            termination, and such other pertinent facts as the Committee may
            require.

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                                  ARTICLE II
                                  DEFINITIONS

2.1 DEFINITIONS.

Accrual Accounts - shall mean a Participant's Excess Benefit Accrual Account and
----------------
Pre-Effective Date Excess Benefit Accrual Accounts, if any.

Beneficiary - The beneficiary designated by the Participant under the Fluor
-----------
Employees' Retirement Plan or, if no such designation has been made, then as
designated on a form provided by the Participant's corporate employer, or, in
the absence of any designation, the personal representative of the Participant's
estate.

Board - shall mean the Board of Directors of Fluor Corporation.
-----

Change of Control - "Change of Control" of the Company shall be deemed to have
-----------------
occurred if, (i) a third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Company
having twenty-five percent or more of the total number of votes that may be cast
for the election of directors of the Company; or (ii) as the result of any cash
tender or exchange offer, merger or other business combination or any
combination of the foregoing transactions (a "Transaction"), the persons who
were directors of the Company before the Transaction shall cease to constitute a
majority of the Board of the Company or any successor to the Company.

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Code - shall mean the Internal Revenue Code of 1986, as amended.
----

Committee - shall mean the Executive Compensation Committee of the Company.
---------

Company - shall mean Fluor Corporation.
-------

Crediting Options - shall mean the crediting options shown on Schedule A, as
-----------------
modified from time to time.

Crediting Rate - shall mean for each Crediting Option, an amount equal to the
--------------
rate, expressed as a percent, of gain or loss on the assets of such Crediting
Option during a month as determined in accordance with Schedule A.

Deferral Account - shall mean collectively, a Participant's Deferred Incentive
----------------
Award Account, Deferred Salary Account, Pre-Effective Date Deferral Account, the
Pre-Effective Date Deferred Salary Accounts and the Pre-1986 Deferral Accounts.

Deferred Incentive Award Account - shall have the meaning set forth in Section
--------------------------------
6.1 hereof.

Deferred Salary Account - shall have the meaning set forth in Section 6.1 
-----------------------
hereof.

Effective Date - shall mean May 1, 1995.
--------------

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Eligible Employee - shall mean any employee of the Company or its subsidiaries
-----------------
who (a) is eligible to participate in the Retirement Plan or has been
specifically designated as eligible for participation in this Plan by the
Committee and (b) is a member of the Executive Management Team.

ERISA - shall mean the Employee Retirement Income Security Act of 1974, as
-----
amended.

Excess Benefit Accrual Account - shall have the meaning set forth in Section 6.2
------------------------------
hereof.

Excess 401(k) Account - shall mean the accounts maintained pursuant to the Prior
---------------------
Plan to compensate for lost benefits under the Savings Plan that were
attributable to the annual contribution limitations of section 401(k) of the
Code.

Executive Management Team - shall mean those employees who have been determined
-------------------------
to have been eligible to participate in the Fluor Corporation and Subsidiaries
Executive Incentive Compensation Program or in other similar management
incentive compensation programs of the Company or any of its subsidiaries.

Fiscal Year - shall mean the twelve month period ending on October 31 of each
-----------
year.

Incentive Award - shall mean awards made pursuant to the terms of the Fluor
---------------
Corporation and Subsidiaries Executive Incentive Compensation Program, the Fluor
Special Executive Incentive

                                        7

 
Plan, the Directors' Achievement Award Program and any other incentive
compensation program for management and other highly compensated employees which
the Committee determines to be eligible for participation in this Plan.

Normal Retirement Age - shall mean 65 years of age.
---------------------

Participant - shall mean any Eligible Employee who has one or more Deferral
-----------
Accounts and/or one or more Accrual Accounts under this Plan.

Plan - shall mean the Fluor Executive Deferred Compensation Program the terms of
----
which are set forth herein.

Pre-1986 Deferral Account - shall have the meaning set forth in Section 6.1
-------------------------
hereof.

Pre-Effective Date Deferral Account - shall have the meaning set forth in
-----------------------------------
Section 6.1 hereof.

Pre-Effective Date Deferred Salary Account - shall have the meaning set forth in
------------------------------------------
Section 6.1 hereof.

Pre-Effective Date Excess Benefit Accrual Account - shall have the meaning set
-------------------------------------------------
forth in Section 6.2 hereof.

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Prior Plan - shall mean the Fluor Corporation and Subsidiaries Executive
----------
Deferred Salary Program.

Retirement Plan - shall mean the Fluor Corporation Employees' Retirement Plan.
---------------

Salary - shall mean the base salary regularly paid to an employee including the
------
employee's deferrals under Sections 401(k) and 125 of the Code.

Savings Plan - shall mean the Fluor Corporation Salaried Employees' Savings
------------
Investment Plan.

Termination of Service - Termination of the full-time employee/employer
----------------------
relationship between a Participant and Fluor Corporation or any of its
subsidiaries by reason of retirement, death, resignation, involuntary
termination, permanent total disability or change in status to a part-time
employee, as these terms are defined for purposes of the Retirement Plan.

                                  ARTICLE III
                                 PARTICIPATION

3.1  SALARY DEFERRALS. Any Eligible Employee who is a member of the Executive
     Management Team will, for the period of such membership, be entitled to
     defer all or a

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     portion of Salary pursuant to the provisions of Section 4.2(a) hereof for
     so long as he remains an Eligible Employee.

3.2  INCENTIVE AWARD DEFERRALS. Any Eligible Employee who earns an Incentive
     Award which becomes payable after the Effective Date will be entitled to
     defer such Incentive Award or portion thereof pursuant to the provisions of
     Section 4.2(b) hereof.

3.3  EXISTING ACCOUNTS. All undistributed account balances in the Prior Plan as
     of the Effective Date are hereby transferred to and made a part of this
     Plan. The Prior Plan is hereby merged into this Plan as of the Effective
     Date and all benefits previously payable under the Prior Plan shall be paid
     solely from this Plan. Any such account balances will be subject to
     Adjustment pursuant to the terms of Section 7.1 hereof and, subject to the
     deferral period or periods previously elected by the Employee, will be
     maintained, determined and distributed in accordance with the terms hereof.
     All undistributed account balances of Eligible Employees under the Fluor
     Excess Benefit Plan as of the Effective Date are hereby transferred to and
     made a part of this Plan and such account balances will be subject to
     Adjustment pursuant to the terms of Section 7.1 hereof. On and after the
     Effective Date all benefits previously payable to Eligible Employees under
     the Fluor Excess Benefit Plan shall be paid solely under this Plan.

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3.4  EXCESS BENEFIT ACCRUALS. As of the last day of each calendar year each
     Eligible Employee shall be entitled to receive an Excess Benefit Accrual if
     and to the extent earned in accordance with the provisions of Section 5.1
     hereof.

                                  ARTICLE IV
                                   DEFERRALS

4.1  AMOUNTS SUBJECT TO DEFERRAL. Subject to the effect of any previously
     authorized or required deductions, reductions or income or employment tax
     withholdings applicable to such compensation, an Eligible Employee may
     elect to defer all or any portion of his Salary or any Incentive Award.

4.2  TIMING AND MECHANICS OF ELECTION.

(a).  Salary - The amount of Salary to be deferred for future payroll periods 
      ------
      must be specified by the Eligible Employee in writing to his corporate
      employer as a fixed percentage of Salary. Such deferral election shall be
      effective with the first payroll period beginning after receipt of the
      election by the Company and will continue in effect (excluding the two
      payroll periods where no reductions or deductions are taken) until a
      subsequent election or termination of the election is received by the
      Company, which change or termination shall also be effective as of the
      first payroll

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      period beginning after receipt of such election or termination. The
      deferral percentage so specified may not be changed, terminated or re-
      initiated more often than once every six months.

(b).  Incentive Awards - The amount of any Incentive Award to be deferred must
      ----------------
      be specified by the Eligible Employee in writing to his corporate employer
      no later than the end of the fiscal period(s) for which performance is
      measured in determining the amount of the Incentive Award. The amount to
      be deferred may be specified either as a fixed dollar amount or as a
      percentage of the Incentive Award. Such amount or percentage, once
      specified, is irrevocable as to such Incentive Award.

4.3  DEFERRAL PERIODS. Unless otherwise specified by the Eligible Employee at
     the time of his deferral election, payment of such amounts shall be
     deferred until such Eligible Employee's Termination of Service. The
     Eligible Employee may specify a deferral period which may not extend beyond
     the date upon which such Eligible Employee reaches age 70 1/2. If a
     specific deferral period has been selected, the deferral period shall end
     upon the earlier to occur of (a) the Eligible Employee's Termination of
     Service or (b) expiration of the specified deferral period.

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                                   ARTICLE V
 
                                OTHER ACCRUALS

5.1  EXCESS BENEFIT ACCRUALS. As of each December 31 the Company shall credit
     the Excess Benefit Accrual Account of each Eligible Employee with an amount
     equal to the excess of the amount of company contributions which would have
     been allocated to such Eligible Employee's account under the Retirement
     Plan for the calendar year but for the limitations imposed by Sections 401
     and 415 of the Code over the actual amount of company contributions
     allocated to his accounts under such plans for the calendar year. At the
     end of each calendar month, the Company shall credit the Excess Benefit
     Accrual Account of each Eligible Employee with an amount equal to the
     excess of (a) the amount of Company contributions which would have been
     made to the account of such Eligible Employee for such month under Section
     5.1 and Article IV of the Savings Plan, but for the limitations imposed by
     Sections 401 and 415 of the Code over (b) the actual amount of Company
     contributions allocated to his accounts for such month pursuant to such
     Article VI; provided however, that such amounts will be so credited only if
     such Eligible Employee elects, prior to beginning of any such month to
     defer an additional portion of his Salary which is equal to the amount by
     which the amounts contributed on behalf of such Eligible Employee pursuant
     to Section 5.1 of the Savings Plan for such month were reduced by reason of
     the limitations imposed by Sections 401 and 415 of the Code.

                                      13

 
5.2  COMPENSATING ACCRUALS. Each Eligible Employee who elects to defer all or a
     portion of his Salary pursuant to Section 4.2(a) hereof will also be
     credited with additional accruals to his Deferred Salary Account to
     compensate for reductions in Company Retirement Plan and Savings Plan
     contributions that result from such Salary deferral. Such accruals shall be
     calculated as follows:

     (a). As of the end of each calendar year there shall be credited to the
          account of each Eligible Employee, an additional amount that is equal
          to the amount by which Company contributions to such Eligible
          Employee's accounts in the Retirement Plan were reduced by reason of
          Salary deferrals made under this Plan.

     (b). At the end of each calendar month there shall be credited to the
          account of each Eligible Employee an additional amount that is equal
          to the amount by which Company contributions made under Article VI of
          the Savings Plan for such month to the account of such Eligible
          Employee are reduced by reason of Salary deferrals made under this
          Plan.

                                  ARTICLE VI
                            MAINTENANCE OF ACCOUNTS

6.1  DEFERRAL ACCOUNTS. The Company shall maintain one or more of the following
     separate deferral accounts, as applicable, for Eligible Employees: (1). a
     Deferred

                                      14

 
     Incentive Award Account to which shall be credited all amounts of Incentive
     Awards which have been deferred by such Eligible Employee pursuant to the
     provisions of Section 4.2(b) hereof; (2) a Pre-Effective Date Deferral
     Account which shall include all undistributed amounts relating to Incentive
     Awards as to which a deferral election had been made prior to the Effective
     Date, but not including deferred amounts of Incentive Awards for Fiscal
     Years ending on or before October 31, 1985; and (3) a Pre-1986 Deferral
     Account which shall include all undistributed amounts relating to Incentive
     Awards for Fiscal Years ending on or before October 31, 1985; (4) a Pre-
     Effective Date Deferred Salary Account to which shall be credited the
     balance as of the Effective Date of the amount standing to the credit of
     such Eligible Employee under the Prior Plan, reduced by the amount
     attributable to the Excess 401(k) Account maintained under such Prior Plan;
     and (5) a Deferred Salary Account to which shall be credited all amounts of
     Salary deferred on and after the Effective Date and all amounts credited
     such Eligible Employee pursuant to Section 5.2 hereof.

6.2  EXCESS BENEFIT ACCRUAL ACCOUNTS. The Company shall maintain the following
     separate accrual accounts, as applicable, for Eligible Employees: (1) a 
     Pre-Effective Date Excess Benefit Accrual Account to which shall be
     credited as of the Effective Date all amounts then standing to the credit
     of such Eligible Employees in the Fluor Excess Benefit Plan, and in the
     Excess 401(k) Account of the Prior Plan; and (2) an Excess Benefit Accrual
     Account to which shall be credited all amounts accruing for the benefit of
     such Eligible Employee pursuant to Section 5.1 hereof.

                                      15

 
6.3  ADJUSTMENTS. Each account of a Participant established pursuant to Sections
     6.1 and 6.2 hereof shall be adjusted monthly to reflect any gains and/or
     losses thereon (the "Adjustment") in accordance with the provisions of
     Section 7.1 hereof.

                                  ARTICLE VII
                               CREDITING OPTIONS

7.1  CREDITING OPTIONS. The Company has selected the crediting options described
     in Schedule A any of which may be changed, modified or deleted, or
     additional investment options may be added, from time to time by the
     Committee (the "Crediting Options"), provided however, that (a) the Five
     Year T-Bill Option will remain available for Pre-Effective Date Deferral
     Accounts, Pre-Effective Date Deferred Salary Accounts and Pre-Effective
     Date Excess Benefit Accrual Accounts and, until the end of the 1995 fiscal
     year, for Salary Deferrals put into place prior to the Effective Date; and
     (b) the Fluor Average Interest Factor option shall always remain available
     for Pre-1986 Deferral Accounts. At the time that an Eligible Employee first
     becomes a Participant, the Participant shall allocate deferrals among the
     Crediting Options that will be used as a measure of the investment
     performance of the contents of each of his Deferral and Accrual Accounts on
     a form provided by the Committee. In making this designation, the
     Participant may specify that all or any 10% multiple of each of his
     Deferral and Accrual Accounts be deemed to be invested in one or more of
     the Crediting Options. Each

                                      16

 
     Participant will be able to reallocate the Crediting Options for each of
     his Deferral and Accrual Accounts once every six months in 10% multiples on
     a form provided by the Committee. Said reallocation will be effective as of
     the first day of the month following the month in which the form is
     received by the Committee. Until a Participant delivers a new Crediting
     Options form to the Committee, his prior Crediting Options shall control.
     If a Participant fails to select a Crediting Option for deferrals or
     accruals made after the Effective Date he shall be deemed to have elected
     the Money Market Option. The Company shall use the Participant's Crediting
     Option designations as the basis for calculating the Adjustment component
     of each Deferral and Accrual Account. If a Participant changes his or her
     Crediting Option designations, then such change shall supersede the
     previous designation effective the first business day of the month
     following the month the change is made. The Company shall begin crediting
     the Participant's Deferral Accounts with the amount deferred by the
     Participant on the last day of the month in which the Salary or Incentive
     Award would have otherwise been paid. The monthly Adjustment shall be
     determined as follows: As of the last day of each month in which any amount
     remains credited to any Deferral Account or Accrual Account of a
     Participant, each portion of such accounts deemed invested in a particular
     crediting option shall either be credited or debited with an amount equal
     to that determined by multiplying the balance of such portion of such
     account as of the last day of the preceding month by the Return Rate for
     that month for the applicable Investment Option. As to the applicable
     amount distributed, the Company shall cease crediting or debiting
     Adjustments to the

                                      17

 
     Participant's Deferral and/or Accrual Accounts on the last day of the month
     of the applicable distribution event set forth in Articles VIII and IX (the
     "Valuation Date").

     Allocation of investment selections shall be made among the Crediting
     Options. A Participant shall have absolutely no ownership interest in any
     Crediting Option. The Company shall be the sole owner of (if any) funds
     invested in any such Investment Option, as well as all amounts accounted
     for in the Deferral and Accrual Accounts, all of which shall at all times
     be subject to the claims of the Company's creditors.

     A Participant shall be entitled to payment of an amount equal to the amount
     in each of his Deferral and Accrual Accounts in accordance with Articles
     VIII and IX hereof.

                                 ARTICLE VIII
                             ACCOUNT DISTRIBUTIONS

8.1  NO DEFERRAL PERIOD SPECIFIED. With respect to any Accrual Account and those
     portions of any Deferral Account (including, any Adjustments related
     thereto) as to which no specific deferral period has been selected by the
     Participant at the time of deferral:

     (a). The lump sum payment or the first installment will be paid on or
          before December 31 of the year of termination; provided however, that
          the Company may in its sole discretion elect to defer payment thereof
          until January of the succeeding year.

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     (b). In the event of installment payments, the second installment will be
          paid in January following the year in which the first installment was
          paid and all remaining installments will be paid annually in January.

     (c). Payment in cash in one lump sum or in annual installments will be at
          the sole discretion of the Participant's corporate employer. The
          number of installment payments will not exceed twenty.

     (d). In the event of the death of a Participant prior to commencement of
          any payments hereunder, payments will be made to his Beneficiary in
          accordance with the foregoing provisions. In the event of the death of
          a Participant after commencement of benefit payments in installments
          but prior to payment of his entire entitlement, payment may be made to
          his Beneficiary in one lump sum or by continuation of installments at
          the discretion of the Participant's corporate employer. In the event
          installments continue to the Beneficiary, they will continue to be
          subject to Adjustment under Section 7.1 hereof.

8.2  SPECIFIED DEFERRAL PERIOD. With respect to those portions of any Deferral
     Account (including any Adjustments related thereto) as to which a specified
     deferral period has been selected by a Participant at the time of deferral:

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     (a). Entitlement to payment will occur upon the earlier of the (i)
          Participant's Termination of Service or (ii) upon expiration of the
          specific deferral period.

     (b). All payments will be made in a lump sum in cash unless the
          Participant, at the time of deferral, designates that the deferred
          amount be paid in a specified number (not to exceed twenty) of annual
          installments.

     (c). The lump sum payment or the first installment payment will be paid on
          or before December 31 of the year of entitlement; provided however,
          that the Company may in its sole discretion elect to defer payment
          thereof until January of the succeeding year.

     (d). If a Participant's entitlement is paid in installments, the second
          installment payment will be paid during January of the year following
          the year in which the first installment was paid and all remaining
          installments will be paid annually in the month of January.

     (e). In the event of the death of a Participant prior to commencement of
          any payments hereunder, payments will be made to his Beneficiary in
          accordance with the foregoing provisions. In the event of the death of
          a Participant after commencement of benefit payments in installments
          but prior to payment of his entire entitlement, payment may be made to
          his Beneficiary in one lump sum or by

                                      20

 
          continuation of the installments all at the discretion of the
          Participant's corporate employer. If a Participant has received his
          entire entitlement under one or more, but less than all of his
          deferral elections, and dies prior to commencement of payments under
          one or more unpaid deferral elections he shall be considered to have
          died prior to the commencement of any payments hereunder. In the event
          installments continue to the Beneficiary, they will continue to be
          subject to Adjustment pursuant to Section 7.1 hereof until
          distributed.

                                  ARTICLE IX
                           OTHER DISTRIBUTION EVENTS

9.1  CHANGE OF CONTROL. Notwithstanding any other Section hereof, if a
     Participant's employment with the Company or its subsidiaries terminates
     for any reason other than death, within the two-year period beginning on
     the date that a Change of Control of the Company occurs, then the Company
     shall pay to the Participant within the first fifteen (15) days of the
     month following such termination a lump sum distribution of all of his
     Deferral Accounts and Accrual Accounts. If the Participant dies after
     termination of employment but before payment of any amount under this
     Section, then such amount shall be paid to the Beneficiary within the first
     fifteen (15) days of the month following the Participant's death.

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9.2  UNFORESEEABLE EMERGENCY.

     (a). A distribution of a portion of a Participant's Deferral Accounts and
          Accrual Accounts because of an Unforeseeable Emergency will be
          permitted only to the extent required by the Participant to satisfy
          the emergency need. Whether an Unforeseeable Emergency has occurred
          will be determined solely by the Committee. Distributions in the event
          of an Unforeseeable Emergency may be made by and with the approval of
          the Committee upon written request by a Participant.

     (b). An "Unforeseeable Emergency" is defined as a severe financial hardship
          to the Participant caused by sudden and unexpected illness or accident
          of the Participant or of a dependent of the Participant (as defined in
          Code Section 152(a)), loss of the Participant's property due to
          casualty, or other extraordinary and unforeseeable circumstances
          caused by a result of events beyond the Participant's control. The
          circumstances that will constitute an unforeseeable emergency will
          depend upon the facts of each case, but, in any event, any
          distribution under this Section shall not exceed the amount required
          by the Participant to resolve the hardship after (i) reimbursement or
          compensation through insurance or otherwise, (ii) obtaining
          liquidation of the Participant's assets, to the extent such
          liquidation would not itself cause a severe financial hardship, or
          (iii) suspension of deferrals under the Plan.

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9.3  WITHDRAWALS. A Participant may elect by filing with the Company a form
     specified by the Committee, to receive an amount equal to ninety percent of
     his Deferral Accounts and Accrual Accounts at any time prior to his
     Termination of Service. If a Participant makes an election described in
     this Section 9.3 the balance of the Participant's Deferral Accounts not
     distributed to the Participant shall be forfeited to the Company; the
     amount to which he is entitled under this Section 9.3 shall be distributed
     to the Participant in a single lump sum as soon as administratively
     practical following such election; the Participant shall be prohibited from
     participating in deferral portions of the Plan for the balance of the
     Fiscal Year in which this distribution is made and the following Fiscal
     Year; any elections previously made pursuant to Section 4.2 of this Plan
     shall cease to be effective.

                                   ARTICLE X
                           MISCELLANEOUS PROVISIONS

10.1 PARTICIPANT RIGHTS IN THE UNFUNDED PLAN. Any liability of the Company to
     any Participant with respect to any benefit shall be based solely upon the
     contractual obligations created by the Plan; no such obligation shall be
     deemed to be secured by any pledge or any encumbrance on any property of
     the Company. The Company's obligations under this agreement shall be an
     unfunded and unsecured promise to pay. No Participant or his designated
     beneficiaries shall have any rights under the Plan other than those of a

                                      23

 
     creditor of the Company. Assets segregated or identified by the Company for
     the purpose of paying benefits pursuant to the Plan remain general
     corporate assets subject to the claims of the Company's creditors.

10.2 NON-ASSIGNABILITY. Neither the Participant nor his Beneficiary shall have
     any power or right to transfer, assign, anticipate, hypothecate or
     otherwise encumber any part or all of the amounts payable hereunder, which
     are expressly declared to be unassignable and non-transferable. Any such
     attempted assignment or transfer shall be void and the Company shall
     thereupon have no further liability to such Participant or such Beneficiary
     hereunder. No amount payable hereunder shall, prior to actual payment
     thereof, be subject to seizure by any creditor of any Participant or
     Beneficiary for the payment of debt, judgment or other obligation, by a
     proceeding at law or in equity, nor transferable by operation of law in the
     event of the bankruptcy, insolvency or death of the Participant, his
     designated Beneficiary or any other beneficiary hereunder.

10.3 TERMINATION OR AMENDMENT OF PLAN. The Company retains the right, at any
     time and in its sole discretion, to amend or terminate the Plan, in whole
     or in part. Any amendment of the Plan shall be approved by the Board, shall
     be in writing, and shall be communicated to the Participants.
     Notwithstanding the above, the Committee shall have the authority to change
     the requirements of eligibility or to modify the Crediting Options
     hereunder. No amendment of the Plan shall materially impair or curtail the
     Company's contractual obligations arising from deferral elections
     previously made or for benefits

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     accrued prior to such amendment. Notwithstanding any other provision herein
     to the contrary, in the event of Plan termination, payment of Deferral and
     Accrual Accounts shall occur not later than the last business day of the
     month following the month in which the termination is made effective.

10.4 CONTINUATION OF EMPLOYMENT. This Plan shall not be deemed to constitute a
     contract of employment between the Company and a Participant. Nothing in
     the Plan or in any instrument executed pursuant to the Plan will confer
     upon any Participant any right to continue in the employ of the Company or
     any Subsidiary or affect the right of the Company or any Subsidiary to
     terminate the employment of any Participant at any time with or without
     cause.

10.5 RESPONSIBILITY FOR LEGAL EFFECT. Neither the Committee nor the Company
     makes any representations or warranties, express or implied, or assumes any
     responsibility concerning the legal, tax or other implications or effects
     of this Plan.

10.6 WITHHOLDING. The Company shall withhold from or offset against any payment
     or accrual made under the Plan any taxes the Company determines it is
     required to withhold by applicable federal, state or local laws.

10.7 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
     other incentive or other compensation plans in effect for the Company or
     any subsidiary, nor

                                      25

 
      shall the Plan preclude the Company from establishing any other forms of
      incentive or other compensation for employees of the Company or any
      subsidiary.

10.8  PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the successors
      and assigns of the Company.

10.9  SINGULAR, PLURAL; GENDER. Wherever appropriate in this Plan, nouns in the
      singular shall include the plural, and the masculine pronoun shall include
      the feminine gender.

10.10 CONTROLLING LAW. The Plan shall be governed by and construed in accordance
      with the internal law, without regard to conflict of law principles, of
      the State of California to the extent not pre-empted by the laws of the
      United States of America.

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