EXHIBIT 10g1

                     FORTUNE BRANDS, INC. SUPPLEMENTAL PLAN

     Section 1.   PURPOSE. This Supplemental Plan is established in order to
induce employees of outstanding ability to join or continue in the employ of
the Company and to increase their efforts for its welfare by providing them
with supplemental benefits that cannot be provided by the Company's tax
qualified defined benefit and defined contribution plans as a result of
Internal Revenue Code limitations.

     Section 2.   DEFINITIONS. As used in this Plan, the following words shall
have the following meanings:

     (a)   "Actual Earnings" means all earnings of an employee in any Plan Year
for Qualifying Employment including overtime and extra shift pay, holiday and
vacation pay, amounts paid for periods of approved absence, back pay which has
been either awarded or agreed to by the Company, earnings elected to be
deferred by the Employee as tax deferred contributions under the Company's
Profit-Sharing Plan, supplemental tax deferred amounts under this Plan, or as
contributions under a plan established pursuant to Section 125 of the Internal
Revenue Code, or under Section 119 of the Internal Revenue Code, and all
compensation under the Management Incentive Plan and the Fortune Brands, Inc.
Annual Executive Incentive Compensation Plan paid during such Plan Year, but
excluding (1) Worker's Compensation payments, (2) amounts paid by the Company
for insurance, retirement or other benefits and bonuses, and (3) contributions
to or allocations under any profit-sharing plan and benefits under this Plan or
other benefits.  The Actual Earnings of an employee covered under a disability
income plan of the Company shall be deemed to continue as provided in the
Retirement Plan.

     (b)   "Affiliated Employment" means employment by any corporation which,
at the time of such employment, is or was an affiliate of the Company or the
Prior Company, or thereafter becomes or became an affiliate of the Company or
the Prior Company.  "Affiliated Plan"



means a defined benefit pension plan by which an employee of the Company had
been covered during Affiliated Employment.

     (c)   "Allocation" means the sum of the Company contribution, tax deferred
contribution elected by a Profit-Sharing Plan member and the related matching
contribution allocated to the accounts of a Profit-Sharing Plan member under
the Profit-Sharing Plan for a Plan Year, but shall not include any tax deferred
contribution to the Profit-Sharing Plan elected by a Profit-Sharing Plan member
for any Plan Year in excess of $7,000 (or such greater amount permitted for
such Plan Year in accordance with regulations promulgated by the Secretary of
the Treasury or his delegate with respect to arrangements qualified under
Section 401(k) of the Internal Revenue Code).

     (d)   "Average Actual Earnings" means the total Actual Earnings of an
employee in the five consecutive Plan Years of Qualifying Employment that
provide the highest aggregate of Actual Earnings, divided by five.  If an
employee's consecutive Plan Years of Qualifying Employment within such period
are less than five, "Average Actual Earnings" means his total Actual Earnings
during the five Plan Years (or fewer) of Qualifying Employment that provide the
highest aggregate of Actual Earnings, divided by the number of such Plan Years
of Qualifying Employment and fractions thereof.

     (e)   "Committee" means the Corporate Employee Benefits Committee of the
Company.

     (f)   "Company" means Fortune Brands, Inc., a Delaware corporation, its
successors and assigns.  "Prior Company" means American Brands, Inc., a New
Jersey corporation organized under an Agreement of Consolidation in 1904.

     (g)   "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

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     (h)   "Executive Participant" means an employee of the Company who is
within the category of a select group of management or highly compensated
employees as referred to in Sections 201(a)(2), 301(a)(3) and 401(a)(1) of
ERISA and who either holds or held the office of a Vice President of the
Company or any office senior thereto or, during the current Plan Year or a
prior Plan Year, was covered under the Fortune Brands, Inc. Annual Executive
Incentive Compensation Plan or the Company's Management Incentive Plan or any
successor programs and is in salary grade 9 or higher.

     (i)   "415 Limitations" means the Retirement Plan and Profit-Sharing Plan
provisions adopted pursuant to Section 415 of the Internal Revenue Code to
limit (i) annual Retirement Plan benefits pursuant to Section 415(b) thereof,
(ii) annual additions to the Profit-Sharing Plan pursuant to Section 415(c)
thereof and (iii) the aggregate of annual Retirement Plan benefits and
additions to the Profit-Sharing Plan pursuant to Section 415(e) thereof.

     (j)   "401(a)(17) Limitations" means the Retirement Plan and
Profit-Sharing Plan provisions adopted pursuant to Section 401(a)(17) of the
Internal Revenue Code to limit compensation considered for purposes of
computing Retirement Plan benefits and Profit-Sharing Plan contributions to
$150,000 (or such greater amount permitted for such year in accordance with
regulations promulgated by the Secretary of the Treasury or his delegate).

     (k)   "404(l) Limitation" means the limitation imposed by Section 404(l)
of the Internal Revenue Code on the maximum tax deductible contribution to the
Profit-Sharing Plan.

     (l)   "Grantor Trust" means a trust for the benefit of an Executive
Participant established pursuant to Section 6 to provide for the payment of
benefits under this Plan and which is intended to result in income to

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the Executive Participant subject to tax for the period during which the
contributions are made.

     (m)   "Highly Compensated Employee" means an employee or former employee
of the Company who comes within the definition of a highly compensated employee
set forth in Section 414(q) of the Internal Revenue Code (or any successor
provision) for any Plan Year.

     (n)   "Normal Retirement Date" means the last day of the calendar month in
which a person's 65th birthday occurs.

     (o)   "Qualifying Employment" means the sum of Service and Affiliated
Employment.

     (p)   "Plan Year" means the calendar year.

     (q)   "Profit-Sharing Plan" means the Fortune Brands Retirement Savings
Plan, as amended from time to time.

     (r)   "Retirement Plan" means the Retirement Plan for Employees and Former
Employees of Fortune Brands, Inc., as amended from time to time.

     (s)   "Segregated Account" means an account established with a bank or
other financial institution approved by the Company, or other form of
segregated account approved by the Company, established pursuant to Section 6
by or for the benefit of an Executive Participant to provide for the payment of
benefits under this Plan.

     (t)   "Service" means employment by the Company or the Prior Company.

     (u)   "Surviving Spouse" means the surviving husband or wife of an
employee of the Company who has been married to the employee throughout the
one-year period ending on the date of the death of such employee.

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     (v)   "Tax Deferred Contributions" means salary reduction contributions
elected to be made to the Profit-Sharing Plan pursuant to Section 401(k) of the
Internal Revenue Code.

     Section 3.   SUPPLEMENTAL RETIREMENT BENEFITS. (a) Each person who was
at any time a Highly Compensated Employee and to whom benefits become payable
under the Retirement Plan shall be paid a supplemental annual retirement
benefit under this Plan equal in amount to the difference between (i) the
benefit paid under the Retirement Plan and the Affiliated Plans and (ii) the
benefit that would be payable if the 401(a)(17) Limitations and the 415
Limitations were not contained therein; provided, however, that for purposes of
computing the amount of benefit under this Plan, years of Qualifying Employment
shall not exceed 35.  If such a Highly Compensated Employee's Surviving Spouse
is entitled to a pre-retirement spouse's benefit under the Retirement Plan and
subject to Section 6, the Surviving Spouse shall be paid a benefit hereunder
equal to the difference between (i) the spouse's benefit payable under the
Retirement Plan and the Affiliated Plans and (ii) the spouse's benefit that
would be payable if the 401(a)(17) Limitations and the 415 Limitations were not
contained therein.

     (b)   Each Executive Participant who holds the office of Vice President of
the Company, or any office senior thereto on April 27, 1999, or any Executive
Participant who is thereafter elected to the office of Vice President of the
Company, or any office senior thereto, and is designated by the Compensation
and Stock Option Committee of the Company to receive the benefit set forth in
this Section 3(b), shall retire hereunder at the date of his termination of
employment and be paid a supplemental annual retirement benefit under this Plan
equal to 52 1/2% of the Executive Participant's Average Actual Earnings reduced
(i) for an Executive Participant who retires prior to Normal Retirement Date
with less than 35 years of Qualifying Employment by 1 1/2% of Average Actual
Earnings for each year and fraction

                                       5



thereof that the Executive Participant's retirement date precedes Normal
Retirement Date and further reduced (ii) by benefits payable under the
Retirement Plan, the Affiliated Plans and the defined benefit pension plans of
any other prior employer and supplemental retirement benefits payable under
paragraphs (a) and (d) of this Section 3.  If a pre-retirement spouse's benefit
is payable under the Retirement Plan to the Surviving Spouse of an Executive
Participant who is entitled to receive the benefit set forth in this Section
3(b), or if an Executive Participant who is entitled to receive the benefit set
forth in this Section 3(b) dies before supplemental retirement benefits
commence with a Surviving Spouse eligible for a spouse's benefit under the
Retirement Plan, the Surviving Spouse shall be paid a benefit hereunder,
subject to Section 6, equal to the difference between (i) the spouse's benefit
payable under the Retirement Plan and the Affiliated Plans and (ii) the
spouse's benefit that would have been payable if the Executive Participant's
benefit had been calculated in accordance with the formula set forth in the
first sentence of this paragraph (b) of this Section 3 (prior to any reduction
for calculating the spouse's benefit).

     (c)   Subject to Section 6, the supplemental retirement benefits provided
by this Plan shall be paid to the Executive Participant or Highly Compensated
Employee (or to any beneficiary designated by him in accordance with the
Retirement Plan, or to his Surviving Spouse if eligible for a spouse's benefit
under the Retirement Plan) concurrently with the payment of the benefits
payable under the Retirement Plan and in a form permitted thereby.  In the
event the supplemental retirement benefit commences prior to Normal Retirement
Date or is payable in a form other than an annuity for the life of the former
employee only, the supplemental retirement benefit shall be adjusted to the
same extent as under the Retirement Plan.  The Committee may, however, direct
that the supplemental retirement benefit payable with respect to a former
employee be paid as an actuarially equivalent single sum payment (and shall
direct that any supplemental retirement benefit with a

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present value of less than $3,500 shall be paid as an actuarially equivalent
single sum payment), provided that (except for a distribution to pay taxes as
provided in Section 5 and except as provided in Section 6) no such payment may
be made prior to termination of Qualifying Employment or prior to the date that
benefits may become payable under the Retirement Plan.  In determining
actuarial equivalency of a single sum payment in cash, the interest rate used
shall be equal to the average monthly yield on ten year coupon U.S. Treasury
bonds (as published by the Federal Reserve) for the month of termination of
Qualifying Employment and the prior five months and the mortality table used at
the time under the Retirement Plan for funding purposes. For any Executive
Participant who terminates Qualifying Employment between May 1 and December 31,
1997, however, the interest rate used shall be whichever of the following
results in the greater benefit:  (i) 120% of the applicable monthly immediate
annuity purchase rate which would be used by the Pension Benefit Guaranty
Corporation for the month of termination of Qualifying Employment, for the
purpose of determining the present value of a single sum distribution on plan
termination, (ii) 120% of the average of the applicable monthly annuity
purchase rates which would be used by the Pension Benefit Guaranty Corporation
for the month of termination of Qualifying Employment and the prior five months
and (iii) the average monthly yield on ten year coupon U.S. Treasury bonds (as
published by the Federal Reserve) for the month of termination of Qualifying
Employment and the prior five months.

     (d)   Each Executive Participant in salary grade 9 or higher on December
31, 2001 and who commenced Qualifying Employment prior to April 27, 1999 shall
be paid a supplemental annual retirement benefit under this Plan equal in
amount to the difference between (i) the benefit paid under the Retirement
Plan, any Affiliated Plan and any other provisions of this Plan and (ii) the
benefit that would have been payable under the Retirement Plan provisions as in
effect immediately prior to January 1, 2002 if the Executive Participant had
accrued

                                       7



a benefit thereunder for his full period of Service (not in excess of 35
years).  For purposes of calculating the benefit under this Section 3(d) based
on the Retirement Plan provisions as in effect immediately prior to January 1,
2002, there shall be used the assumptions set forth in the Retirement Plan as
in effect immediately prior to January 1, 2002 for adjusting the benefit for
commencement of payments at a time other than Normal Retirement Date or in a
form other than an annuity for the life of the Executive Participant only and
the benefit shall not be limited by the 401(a)(17) Limitations and the 415
Limitations.  If a pre-retirement spouse's benefit is payable under the
Retirement Plan to the Surviving Spouse of an Executive Participant entitled to
a supplemental benefit under this Section 3(d), or if such an Executive
Participant dies before the benefits payable hereunder commence with a
Surviving Spouse eligible for a spouse's benefit under the Retirement Plan, the
Surviving Spouse shall be paid a benefit hereunder, subject to Section 6, equal
to the difference between (i) the spouse's benefit payable under the Retirement
Plan and (ii) the spouse's benefit that would have been payable if the
Participant's benefit had been calculated in accordance with this paragraph (d)
of this Section 3 (prior to any reduction for calculating the spouse's
benefit).  The benefit provided by this paragraph (d) of this Section 3 shall
be forfeitable if the Participant's Retirement Plan benefit is forfeitable.

     (e)   An Executive Participant (1) who has attained age 50 and who has
completed at least nine years of Qualifying Employment as of December 31, 1999,
(2) who is classified by the Company as being actively at work on April 27,
1999, (3) who is not a Vice President or a more senior officer of the Company
and (4) who has elected on or before June 11, 1999 to voluntarily retire and
does retire between June 30, 1999 and December 31, 1999 pursuant to the
Company's Voluntary Early Retirement Incentive Program and who executes a
Waiver and Release substantially in the form of Exhibit A attached hereto shall
be eligible for a retirement benefit hereunder that is not reduced for early
payment pursuant to the second

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sentence of Section 3(c).  An Executive Participant who meets the requirements
of clauses (2), (3) and (4) and does not meet the requirements of clause (1)
but is within one year of meeting such requirements shall also be eligible for
the enhanced retirement pension provided by this Section 3(e).  Each such
Executive Participant shall be credited with additional Service of three years,
provided, however, that no Executive Participant shall be credited with more
than 38 years of Service.  In addition, an employee of the Company in pay grade
M008 who meets the eligibility requirements set forth in this Section 3(e)
except for not being an Executive Participant shall be eligible to elect the
enhanced early retirement benefit and be paid an amount under this Plan equal
to the difference between (i) the benefit paid under the Retirement Plan and
(ii) the benefit that would have been payable under the Retirement Plan if the
enhanced retirement benefit provided for herein were paid under the Retirement
Plan.  Notwithstanding anything else in this Plan to the contrary, the amount
set forth in the preceding sentence shall be paid in a single sum in cash and
shall be calculated using the interest rate equal to the average monthly yield
on ten year coupon U.S. Treasury bonds (as published by the Federal Reserve)
for the month of termination of Qualifying Employment and the prior five months
and the mortality table used at the time under the Retirement Plan for funding
purposes.

     Section 4.   SUPPLEMENTAL PROFIT-SHARING BENEFITS. (a) In the event that
the Allocation under the Profit-Sharing Plan is limited by the 401(a)(17)
Limitations and the 415 Limitations for 1987 or any subsequent Plan Year for a
Highly Compensated Employee, the Highly Compensated Employee shall receive a
supplemental profit-sharing award under this Plan for such Plan Year equal to
the difference between (i) the Allocation actually made to the Highly
Compensated Employee and (ii) the Allocation that would have been made to the
Profit-Sharing Plan for such Plan Year if the 401(a)(17) Limitations and the
415 Limitations were not contained therein.  In addition, in the event the
contribution to the Profit-Sharing Plan for any Plan Year

                                       9



is limited by the 404(l) Limitation, each Highly Compensated Employee shall
receive a supplemental profit-sharing award under this Plan for such Plan Year
equal to the difference between (i) the Allocation actually made to the Highly
Compensated Employee and (ii) the Allocation that would have been made to the
Profit-Sharing Plan for such Plan Year for such Highly Compensated Employee if
the contribution to the Profit-Sharing Plan was not limited by the 404(l)
Limitation.

     (b)   Except as provided in Section 6, the award for any Plan Year shall
be made as of the first day of the following year and shall be deemed to be
thereafter invested in an interest bearing investment selected by the Trusts
Investment Committee (or successor committee) of the Company.  The amount of a
Highly Compensated Employee's or Executive Participant's supplemental
profit-sharing benefits under this Plan shall be the aggregate amount of such
awards together with any deemed investment gain thereon and less any deemed
investment loss.

     (c)   Supplemental profit-sharing awards and deemed investment gain
thereon shall be fully vested and nonforfeitable.

     (d)   Supplemental profit-sharing plan benefits shall be paid by a single
sum payment as soon as practicable following termination of Qualifying
Employment, subject to Section 6.

     (e)   Subject to Section 6, a Highly Compensated Employee may designate a
beneficiary to receive the unpaid portion of his supplemental profit-sharing
benefits in the event of his death.  The designation shall be made in a writing
filed with the Committee on a form approved by it signed by the Highly
Compensated Employee.  If no effective designation of beneficiary shall be on
file with the Committee when supplemental profit-sharing benefits would
otherwise be distributable to a beneficiary, then such benefits shall be
distributed to the spouse of the Highly Compensated Employee or, if

                                       10



there is no spouse, to the executor of the will or the administrator of his
estate or, if no such executor or administrator shall be appointed within six
months after his death, the Committee shall direct that distribution be made,
in such shares as the Committee shall determine, to the child, parent or other
blood relative of such Highly Compensated Employee or to such other person or
persons as the Committee may determine.

     Section 5.   FUNDING. Benefits under this Plan shall not initially be
funded in order that the Plan may be exempt from the provisions of Parts 2, 3
and 4 of Title I of ERISA.  The Committee shall maintain records of
supplemental profit-sharing awards and supplemental tax deferred amounts and
related Company matching awards pursuant to Section 7 and the assumed
investment thereof and records for the calculation of supplemental retirement
benefits.  The Company may, however, segregate assets which are intended to be
a source for payment of benefits hereunder for Executive Participants.  In the
event benefits are hereafter determined to be taxable for Executive
Participants prior to actual receipt thereof and subject to Section 6, a
payment shall be made to such Executive Participants in an amount sufficient to
pay such taxes notwithstanding that the Executive Participant may not then have
terminated Qualifying Employment or that the payment is being made prior to the
date that benefits would otherwise be paid under the Retirement Plan.  Amounts
so paid shall then be used as an offset to the supplemental retirement and
profit-sharing benefits, if any, thereafter payable which shall also be paid in
an actuarially equivalent lump sum (calculated as set forth in Section 3(d))
promptly upon the later of termination of Qualifying Employment or attainment
of age 55.

     Section 6.   GRANTOR TRUSTS AND SEGREGATED ACCOUNTS. Notwithstanding
Section 5 of this Plan, the Company may provide for the establishment of
Grantor Trusts and Segregated Accounts by or for the benefit of individual
Executive Participants to provide for the payment of benefits (other than
supplemental tax deferred amounts and related Company matching awards pursuant
to

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Section 7) under this Plan, consistent with the following provisions:

     (a)   The Trustee of the Grantor Trusts shall be a bank or trust company
approved by the Company and established under the laws of the United States or
a state within the United States and having either total assets of at least $15
billion or trust assets of at least $25 billion.  Each Grantor Trust shall be
established pursuant to a trust agreement having terms and provisions approved
by the Company and consistent with this Section. The Grantor Trust shall be
solely for the purpose of providing benefits under the Plan with respect to the
Executive Participant, and neither the Company nor any creditors of the Company
shall have any interest in the assets of the Grantor Trust.  The Company shall
be the administrator of the Grantor Trust, and shall have such powers as are
granted by the trust agreement.

     (b)   The Company shall pay the fees and expenses of the Trustee and all
the expenses for the management and administration of each Grantor Trust and
Segregated Account for all periods prior to the Executive Participant's
termination of employment, and for a period of sixty (60) days thereafter and
for any further period as may be authorized by the Company, and shall indemnify
the Executive Participant against any liability or cost in respect thereof,
including any tax liabilities or costs.

     (c)   Each Segregated Account shall be a savings or other type of account
approved by the Company established with a bank or trust company approved by
the Company and established under the laws of the United States or a state
within the United States and having either total assets of at least $15 billion
or trust assets of at least $25 billion, or other form of segregated account
with such a bank or trust company or other financial institution approved by
the Company, in each case with such terms and provisions as are approved by the
Company and consistent with this Section.

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     (d)   The Company may from time to time make contributions to either the
Grantor Trust, or Segregated Account if directed by an Executive Participant,
in amounts which when added to the existing balances in the Executive
Participant's Grantor Trust and Segregated Account will be approximately equal
to the present value of the after tax equivalent of the Executive Participant's
accrued benefits under Sections 3 and 4.

     (e)   As promptly as practicable after the Executive Participant's
termination of employment, whether by retirement, death or otherwise, the
Company may make a final contribution to the Executive Participant's Grantor
Trust, or Segregated Account if directed by the Executive Participant, in an
amount which when added to the existing balances in the Executive Participant's
Grantor Trust and Segregated Account, will be equal to (i) the sum of the
present value of the after tax equivalent of (A) if the termination of
employment is not by reason of the death of the Executive Participant, the
Executive Participant's benefit under Section 3, or if the termination of
employment is by reason of the death of the Executive Participant, the
Executive Participant's benefit under Section 3 immediately prior to his death
and (B) the Executive Participant's supplemental profit-sharing benefit under
Section 4, offset by (ii) any amounts previously actually withdrawn by the
Executive Participant from his Grantor Trust or Segregated Account and income
which would have been earned thereon, calculated as provided in paragraph (k)
of this Section 6.

     (f)   Amounts in a Grantor Trust or Segregated Account shall be invested
separately as to amounts representing the Executive Participant's supplemental
retirement benefit under Section 3 and the Executive Participant's supplemental
profit-sharing benefit under Section 4.  Supplemental retirement benefit
amounts invested in a Grantor Trust shall be invested solely in the Vista
Select Bond Fund to the extent practicable and otherwise in the Chase Manhattan
Personal Trust Market Rate Account.  As soon as practicable after the Executive

                                       13



Participant's 60th birthday, one-half of the amounts held in the Vista Select
Bond Fund attributable to supplemental retirement benefits, and as soon as
practicable after the Executive Participant's 63rd birthday, the remainder of
the amounts held in the Vista Select Bond Fund attributable to supplemental
retirement benefits, shall be invested solely in the Chase Manhattan Personal
Trust Market Rate Account, provided that supplemental retirement benefit
amounts shall not be transferred from the Vista Select Bond Fund to the Chase
Manhattan Personal Trust Market Rate Account after the Executive Participant's
60th birthday or the Executive Participant's 63rd birthday if the amount held
in the Vista Select Bond Fund attributable to supplemental retirement benefits
is in a "loss position". The amount held in the Vista Select Bond Fund
attributable to supplemental retirement benefits shall be in a "loss position"
on the Executive Participant's 60th birthday if the current market value
thereof at the Executive Participant's 60th birthday is less than 95% of the
actuarial present value of the Executive Participant's supplemental retirement
benefit calculated as of the end of the prior calendar year.  The amount held
in the Vista Select Bond Fund attributable to supplemental retirement benefits
shall be in a "loss position" on the Executive Participant's 63rd birthday if
the current market value thereof at the Executive Participant's 63rd birthday
is less than 50% of 95% of the actuarial present value of the Executive
Participant's supplemental retirement benefit calculated as of the end of the
prior calendar year.  The Company shall notify the Trustee promptly after the
end of each calendar year of the actuarial present value of the Executive
Participant's supplemental retirement benefit.  In the event that transfers
cannot be made as soon as practicable after the Executive Participant's 60th or
63rd birthday because the amount of the Vista Select Bond Fund attributable to
supplemental retirement benefits is then in a "loss position", the amounts
attributable to supplemental retirement benefits shall be transferred as soon
as practicable after the amount of the Vista Select Bond Fund attributable to
supplemental retirement benefits is no longer in a "loss

                                       14



position". Supplemental profit-sharing benefit amounts invested in a Grantor
Trust shall be invested in one or more of the (i) Vista Balanced Fund, (ii)
Chase Manhattan Personal Trust Market Rate Account, (iii) Dodge & Cox Stock
Fund, (iv) MFS Institutional Emerging Equities Fund, (v) Vanguard International
Growth Portfolio or (vi) PIMCO Total Return Fund, in such portions as are
elected by the Executive Participant on a written election form approved by and
filed with the Committee, all to the extent practicable and otherwise in the
Chase Manhattan Personal Trust Market Rate Account.  The Executive Participant
may change such election at any time by filing a new written election form with
the Committee.  The Committee shall promptly notify the Trustee as to any such
elections or changes therein.  Supplemental retirement benefit amounts and
supplemental profit-sharing benefit amounts invested in a Segregated Account
shall be invested solely in the Chase Manhattan Personal Trust Market Rate
Account.  In lieu of the calculation of investment gain or loss on supplemental
profit-sharing awards prescribed by Section 4(b), an Executive Participant's
profit-sharing benefit under Section 4 shall include the actual investment gain
or loss on supplemental profit-sharing benefit amounts invested in accordance
with this paragraph (f).

     (g)   The Executive Participant may designate a beneficiary to receive
amounts held in his Grantor Trust in the event of his death.  The designation
shall be made in a writing filed with the Committee on a form approved by it
and signed by the Executive Participant.  The Committee shall notify the
Trustee as to any such designation or changes therein.  The provisions of
Section 3(a), (b), (c) and (d) and Section 4(e), providing for the payment of
benefits to the Surviving Spouse of the Executive Participant, or other person
designated by the Executive Participant or the Committee, in the event of the
death of the Executive Participant, shall not apply to amounts in the Executive
Participant's Grantor Trust or Segregated Account.

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     (h)   The Company shall make payments to the Executive Participant (or his
beneficiary) from time to time in the approximate amounts required to
compensate the Executive Participant (or his beneficiary) for additional
federal, state and local taxes on income resulting from the inclusion in the
Executive Participant's or beneficiary's taxable income of contributions to the
Executive Participant's Grantor Trust and Segregated Account, the final payment
pursuant to paragraph (e) of this Section 6, and the income of the Grantor
Trust and Segregated Account for periods prior to termination of employment
(including amounts paid by the Company pursuant to paragraphs (b) and (e)) of
this Section 6.

     (i)   An Executive Participant may elect to transfer all or any portion of
the funds in his Grantor Trust to his Segregated Account, or to transfer all or
any portion of the funds in his Segregated Account to his Grantor Trust, upon
written notice of not less than sixty (60) days to the Company and the Trustee
and the financial institution with which the Segregated Account is established.

     (j)   An Executive Participant may withdraw all or any portion of the
funds in his Grantor Trust or Segregated Account at any time upon not less than
sixty (60) days' written notice to the Company and to the Trustee, or the
financial institution with which the Segregated Account is established, as the
case may be.

     (k)   Benefits payable to an Executive Participant or Surviving Spouse or
other beneficiary under Sections 3 and 4 shall be offset by the pre-tax
equivalent of amounts in the Executive Participant's Grantor Trust and
Segregated Account at the time of the Executive Participant's termination of
employment, including any final contribution or payment pursuant to paragraph
(e) of this Section 6, and by the present value of the pre-tax equivalent of
any amounts withdrawn by the Executive Participant from his Grantor Trust or
Segregated Account, plus the amounts of income which

                                       16



would have been earned on such withdrawn amounts from the time of withdrawal
until the time of termination of employment, calculated by applying an earnings
rate equal to the after-tax equivalent of an interest rate equal to the average
monthly yield on ten year coupon U.S. Treasury bonds (as published by the
Federal Reserve) for the month of termination of Qualifying Employment and the
prior five months.

     (l)   The Grantor Trust shall terminate upon the expiration of sixty (60)
days following the termination of employment of the Executive Participant,
unless continued by agreement between the Executive Participant and the
Trustee.

     (m)   Upon the making of the final contribution or other payment pursuant
to paragraph (e) of this Section 6, and the payment pursuant to paragraph (h)
of this Section 6 in respect of additional taxes resulting from such final
contribution or payment, the Company shall have no further liability for
benefits otherwise payable under Sections 3 and 4 to the Executive Participant
or his Surviving Spouse, estate or other beneficiaries.

     (n)   The provisions of this Section 6 shall supersede the provisions of
any other Section of this Plan to the extent such other provisions might be
considered to conflict with the provisions of this Section 6.

     SECTION 7.   SUPPLEMENTAL TAX DEFERRED AMOUNTS AND RELATED COMPANY
MATCHING AWARDS. (a)  A Highly Compensated Employee who is a participant in
the Profit-Sharing Plan and whose Tax Deferred Contributions are limited by the
40l(a)(17) Limitations may elect that the Company reduce his compensation and
credit him with a supplemental tax deferred amount under this Plan for any Plan
Year equal to the difference between (i) an amount up to the maximum Tax
Deferred Contribution that the Highly Compensated Employee could have elected
to be made to the Profit-Sharing Plan but for the 40l(a)(17)

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Limitations and (ii) the maximum Tax Deferred Contribution that the Highly
Compensated Employee could have elected to be made to the Profit-Sharing Plan
with his compensation subject to the 40l(a)(17) Limitations; provided that the
sum of the Tax Deferred Contributions to the Profit-Sharing Plan and the
supplemental tax deferred amount credited under this Plan for a Highly
Compensated Employee for any Plan Year shall not exceed the limitation set
forth in Section 402(g) of the Internal Revenue Code, or any successor
provision, for such Plan Year.

     (b)   A Highly Compensated Employee who is credited with a supplemental
tax deferred amount under Section 7(a) shall also be credited with a related
Company matching award equal to 50% of his supplemental tax deferred amount for
any Plan Year.

     (c)   An election by a Highly Compensated Employee pursuant to paragraph
(a) must be made by filing a form approved by the Committee with the Committee
no later than the beginning of the Plan Year for which the election is to be
effective specifying the amount of the supplemental tax deferred amount
elected; provided that if a Highly Compensated Employee does not become
eligible to elect Tax Deferred Contributions to the Profit-Sharing Plan until
after the first day of a Plan Year, the Highly Compensated Employee may file
his election pursuant to paragraph (a) for such Plan Year with the Committee no
later than the effective date of the Highly Compensated Employee's eligibility
to make Tax Deferred Contributions.  An election pursuant to this paragraph
will continue in effect for subsequent Plan Years unless changed by the Highly
Compensated Employee by filing a form approved by the Committee with the
Committee prior to the beginning of the Plan Year for which such change is to
be effective.  The election shall be irrevocable for any Plan Year.

     (d)   The supplemental tax deferred amounts and Company matching awards
pursuant to this Section 7 shall be deemed to have been made as of the first
day of the

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Plan Year for which the election made pursuant to paragraph (c) is effective
and shall be deemed to be thereafter invested in an interest bearing investment
selected by the Trusts Investment Committee (or successor committee) of the
Company.  The amount of a Highly Compensated Employee's supplemental tax
deferred amounts and related Company matching award benefits under this Plan
shall be the aggregate amount of such awards together with any deemed
investment gain thereon and less any deemed investment loss.

     (e)   Supplemental tax deferred amounts and related Company matching
awards under this Plan and deemed investment gain thereon shall be fully vested
and nonforfeitable.

     (f)   Benefits under this Section 7 shall be paid by a single sum cash
payment as soon as practicable following termination of Qualifying Employment.

     (g)   A Highly Compensated Employee may designate a beneficiary to receive
the unpaid portion of his supplemental tax deferred contribution amounts and
related Company matching award benefits in the event of his death.  The
designation shall be made in a writing filed with the Committee on a form
approved by it and signed by the Highly Compensated Employee.  If no effective
designation of beneficiary shall be on file with the Committee when benefits
under this Section 7 would otherwise be distributable to a beneficiary, then
such benefits shall be distributed to the spouse of the Highly Compensated
Employee or if there is no spouse, to the executor of the will or the
administrator of his estate or, if no such executor or administrator shall be
appointed within six months after his death, the Committee shall direct that
distribution be made, in such shares as the Committee shall determine, to the
child, parent or other blood relative of such Highly Compensated Employee or to
such other person or persons as the Committee may determine.

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     Section 8.   ADMINISTRATION. This Plan shall be administered by the
Committee. All decisions and interpretations of the Committee shall be
conclusive and binding on the Company and Highly Compensated Employees and
Executive Participants.  The Plan may be amended or terminated by the Board of
Directors of the Company at any time; provided, however, that no such amendment
or termination shall deprive any Highly Compensated Employee or Executive
Participant of supplemental retirement or profit-sharing plan benefits accrued
to the date of such amendment or termination or modify the last two sentences
of Section 5 in a manner adverse to any Executive Participant; and provided
further, however, that the Plan shall not be amended without approval of the
stockholders of the Company if such amendment would materially increase the
cost of the Plan to the Company.

     Section 9.   NONASSIGNABILITY. Subject to Section 6, no Highly
Compensated Employee or Executive Participant shall have the right to assign,
pledge or otherwise dispose of any benefits payable to him hereunder nor shall
any benefit hereunder be subject to garnishment, attachment, transfer by
operation of law, or any legal process.

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