1
                                                                    Exhibit 10.1


                              CALIBER SYSTEM, INC.

                      DIRECTORS' DEFERRED COMPENSATION PLAN

                   (As Amended and Restated as of May 8, 1996)

                  This Directors' Deferred Compensation Plan amends and restates
the Roadway Services, Inc. Directors' Deferred Compensation Plan, as previously
amended and restated as of May 10, 1995.

                                    ARTICLE I

                                     PURPOSE

                  The purpose of the Caliber System, Inc. Directors' Deferred
Compensation Plan (the "Plan") is to provide funds and/or shares of common stock
without par value of Caliber System, Inc. (formerly Roadway Services, Inc.),
upon termination of service or death for nonemployee directors of Caliber
System, Inc. or their beneficiaries. It is intended that the Plan will assist in
attracting and retaining qualified individuals to serve as Directors.

                                   ARTICLE II

                                   DEFINITIONS

                  For the purposes of the Plan, the following words and phrases
shall have the meanings indicated:

         2.1 Beneficiary. Beneficiary means the person or persons designated or
deemed to be designated by the Participant pursuant to Article VIII to receive
benefits payable under the Plan in the event of the Participant's death.

         2.2 Board. Board means the Board of Directors of the Company.

         2.3 Committee. Committee has the meaning set forth in Section 9.1.

         2.4 Company. Company means Caliber System, Inc. (formerly Roadway
Services, Inc.), an Ohio corporation, and any successor thereto.


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         2.5 Declared Rate. Declared Rate means the interest rate payable on
26-week U.S. Treasury bills issued on the specified date or, if not then issued,
on the next date of issue.

         2.6 Deferral Benefit. Deferral Benefit means the benefit payable to a
Participant or his or her Beneficiary pursuant to Article VII and based on such
Participant's Deferred Benefit Account.

         2.7 Deferred Benefit Account. Deferred Benefit Account means the
account maintained on the books of the Company for each Participant pursuant to
Article V.

         2.8 Deferred Share Award Account. Deferred Share Award Account means
the account maintained on the books of the Company for each Participant pursuant
to Article VI.

         2.9 Deferred Share Award Benefit. Deferred Share Award Benefit means
the benefit payable to a Participant or his or her Beneficiary pursuant to
Article VII and based on such Participant's Deferred Share Award Account.

         2.10 Determination Date. Determination Date means each January 1 and
July 1.

         2.11 Director. Director means a member of the Board.

         2.12 Emergency Benefit. Emergency Benefit has the meaning set forth in
Section 7.2.

         2.13 Fair Market Value. Fair Market Value means the average of the
highest and lowest sales prices of a Share on the New York Stock Exchange on the
specified date (or, if no Share was traded on such date, on the next preceding
date on which it was traded) as reported in The Wall Street Journal.

         2.14 Fee. Fee or Fees means any compensation payable in cash to a
Director for his or her services as a member of the Board or any committee
thereof.

         2.15 Participant. Participant means any eligible Director who elects to
participate by filing a Participation Agreement as provided in Section 3.2.

         2.16 Participation Agreement. Participation Agreement means the
agreement filed by a Participant, in the form prescribed by the Committee,
pursuant to Section 3.2.

         2.17 Plan Year. Plan Year means a twelve month period commencing
January 1 and ending the following December 31.

         2.18 Share. Share means a share of common stock without par value of
the Company.



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         2.19 Share Award. Share Award means any compensation payable in Shares
to a Director for his or her services as a member of the Board or any committee
thereof.

         2.20 Unit. Unit means an accounting unit equal in value to one Share.
The number of Units included in any Deferred Benefit Account or Deferred Share
Award Account shall be adjusted as appropriate to reflect any stock dividend,
stock split, recapitalization, merger or other similar event affecting Shares.

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

         3.1 Eligibility. Eligibility to participate in the Plan is limited to
those Directors who are not employees of the Company or any of its subsidiaries.

         3.2 Participation. Participation in the Plan shall be limited to
eligible Directors who elect to participate in the Plan by filing a
Participation Agreement with the Committee. A properly completed and executed
Participation Agreement must be filed on or prior to the December 31 immediately
preceding the Plan Year in which the Participant's participation in the Plan
will commence, and the election to participate shall be effective on the first
day of the Plan Year following receipt by the Company of the Participation
Agreement. In the event that a Director first becomes eligible to participate
during the course of a Plan Year, such Participation Agreement must be filed no
later than thirty days following election or appointment to the Board, and such
Participation Agreement shall be effective only with regard to Fees and Share
Awards earned or payable following the filing of the Participation Agreement
with the Committee. Notwithstanding the foregoing provisions of this Section
3.2, a Participation Agreement may be filed or modified with respect to the 1996
deferral of Share Awards granted as the retainer under the Company's
Non-Employee Directors' Stock Retainer Plan, provided, however, that such
Participation Agreement must be filed on or prior to April 30, 1996, and the
election to participate or to modify such participation shall be effective only
with regard to Share Awards earned or payable following the filing of the
Participation Agreement with the Committee.

         3.3 Termination of Participation. A Participant may elect to terminate
his or her participation in the Plan by filing a written notice thereof with the
Committee, which termination shall be effective at any time specified by the
Participant in the notice but not earlier than the first day of the Plan Year
immediately succeeding the Plan Year in which such notice is filed with the
Committee. Amounts credited to such Participant's Deferred Benefit Account and
Deferred Share Award Account with respect to periods prior to the effective date
of such


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termination shall continue to be payable pursuant to, and otherwise governed by,
the terms of the Plan.

                                   ARTICLE IV

                        DEFERRAL OF FEES AND SHARE AWARDS

         4.1 Deferral of Fees. A Participant may elect to defer all or a
specified percentage of his or her Fees, and a Participant may elect to have
that portion of his or her deferred Fees credited to his Deferred Benefit
Account either in dollar amounts or Units. A Participant may change the
percentage of his or her Fees to be deferred, or the form in which Fees are to
be credited, by filing a written notice thereof with the Committee, which shall
be effective as of the first day of the Plan Year immediately succeeding the
Plan Year in which such notice is filed with the Committee.

         4.2 Crediting of Deferred Fees. Deferred Fees that a Participant elects
to have credited in dollar amounts shall be credited to the Participant's
Deferred Benefit Account as they become payable to the Director. Deferred Fees
otherwise payable to a Director during a Plan Year that a Participant elects to
have credited in Units shall be credited to the Participant's Deferred Benefit
Account annually after the end of such Plan Year on the basis of the average
price of Shares acquired by the Caliber System, Inc. Stock Bonus Plan or any
successor thereto during such Plan Year (and such annual credits shall take into
account the amount of cash dividends paid by the Company on equivalent amounts
of Shares during periods after the dates on which such Fees otherwise would have
been payable to the Director).

         4.3 Deferral of Share Awards. A Participant may elect to defer all or a
specified percentage of his or her Share Awards, and a Participant will have
that portion of each deferred Share Award credited to his or her Deferred Share
Award Account in Units. A Participant may change the percentage of his or her
Share Award to be deferred by filing a written notice thereof with the
Committee, which shall be effective as of the first day of the Plan Year
immediately succeeding the Plan Year in which such notice is filed with the
Committee. No fractional Shares shall be deferred, but the number of Shares
deferred shall be rounded down to the nearest whole Share.

         4.4 Crediting of Deferred Share Awards. The percentage of Share Awards
that a Participant elects to defer shall be credited to the Participant's
Deferred Share Award Account as each Share Award becomes payable to the
Director. The number of Units credited to the Participant's Deferred Share Award
Account shall be equal to the number of Shares of a Participant's Share Award
which the Participant has elected to defer.


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         4.5 Withholding Taxes. If the Company is required to withhold any taxes
or other awards from a Director's Fees or deferred Share Award pursuant to any
state, federal or local law, such amounts shall, to the extent possible, be
deducted from the Participant's Fees or Share Award before such amounts are
credited as described in Sections 4.3 and 4.4 above. Any additional withholding
amount required shall be paid by the Director to the Company as a condition to
crediting of such amounts or Units.

                                    ARTICLE V

                            DEFERRED BENEFIT ACCOUNT

         5.1 Determination of Deferred Benefit Account. On any particular date,
a Participant's Deferred Benefit Account shall consist of the aggregate amount
of dollars and Units credited thereto pursuant to Section 4.2, plus any interest
credited pursuant to Section 5.2, plus any dividend equivalents credited
pursuant to Section 5.3, minus the aggregate amount of distributions, if any,
made from such Deferred Benefit Account.

         5.2 Crediting of Interest. As of each Determination Date, each Deferred
Benefit Account to which Fees have been credited in dollar amounts shall be
increased by the amount of interest earned since the immediately preceding
Determination Date. Interest shall be credited at the Declared Rate as of such
Determination Date based on the average daily balance of the dollar credited
portion of the Participant's Deferred Benefit Account since the immediately
preceding Determination Date, but after the Deferred Benefit Account has been
adjusted for any contributions or distributions to be credited or deducted for
such period. Interest for the period prior to the first Determination Date
applicable to a Deferred Benefit Account shall be prorated. Until a Participant
or his or her Beneficiary receives his or her entire Deferred Benefit Account,
the unpaid balance thereof credited in dollar amounts shall bear interest as
provided in this Section 5.2.

         5.3 Crediting of Dividend Equivalents. Each Deferred Benefit Account to
which Fees have been credited in Units shall be credited annually after the end
of each Plan Year with additional Units equal in value to the amount of cash
dividends paid by the Company during such Plan Year on the number of Shares
equivalent to the average daily balance of Units in such Deferred Benefit
Account during such Plan Year. Such dividend equivalents shall be valued on the
basis of the average price of Shares acquired by the Caliber System, Inc. Stock
Bonus Plan or any successor thereto during such Plan Year. Until a Participant
or his or her Beneficiary receives his or her entire Deferred Benefit Account,
the unpaid balance thereof credited in Units shall earn dividend equivalents as
provided in this Section 5.3.


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         5.4 Statement of Accounts. The Committee shall provide to each
Participant, within 120 days after the close of each Plan Year, a statement
setting forth the balance of such Participant's Deferred Benefit Account as of
the last day of the preceding Plan Year and showing all adjustments made thereto
during such Plan Year.

         5.5 Vesting of Deferred Benefit Account. A Participant shall be 100%
vested in his or her Deferred Benefit Account at all times.

                                   ARTICLE VI

                          DEFERRED SHARE AWARD ACCOUNT

         6.1 Determination of Deferred Share Award Account. On any particular
date, a Participant's Deferred Share Award Account shall consist of the
aggregate number of Units credited thereto pursuant to Section 4.4, plus any
dividend equivalents credited pursuant to Section 6.2, minus the aggregate
amount of distributions, if any, made from such Deferred Share Award Account.

         6.2 Crediting of Dividend Equivalents. Each Deferred Share Award
Account shall be credited annually after the end of each Plan Year with
additional Units equal in value to the amount of cash dividends paid by the
Company during such Plan Year on that number of Shares equivalent to the average
daily balance of Units in such Deferred Share Award Account during such Plan
Year. Such dividend equivalents shall be valued on the basis of the average
price of Shares acquired by the Caliber System, Inc. Stock Bonus Plan or any
successor thereto during such Plan Year. Until a Participant or his or her
Beneficiary receives his or her entire Deferred Share Award Account, the unpaid
balance thereof credited in Units shall earn dividend equivalents as provided in
this Section 6.2.

         6.3 Statement of Accounts. The Committee shall provide to each
Participant, within 120 days after the close of each Plan Year, a statement
setting forth the balance of such Participant's Deferred Share Award Account as
of the last day of the preceding Plan Year and showing all adjustments made
thereto during such Plan Year.

         6.4 Vesting of Deferred Benefit Account. A Participant shall be 100%
vested in his or her Deferred Share Award Account at all times.




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                                   ARTICLE VII

                               PAYMENT OF BENEFITS

         7.1 Termination of Service as a Director or Death. Upon the earliest of
(i) termination of service of the Participant as a Director of the Company, for
reasons other than his or her death, or (ii) the death of a Participant, the
Company shall pay to the Participant or his Beneficiary, as the case may be, in
cash a Deferral Benefit equal to the balance of his or her Deferred Benefit
Account, plus, in Shares, a Deferred Share Award Benefit equal to the balance of
his or her Deferred Share Award Account.

         7.2 Emergency Benefit. In the event that the Committee, upon written
petition of a Participant, determines, in its sole discretion, that the
Participant has suffered an unforeseeable financial emergency, the Company shall
pay to the Participant, as soon as practicable following such determination, an
amount in cash necessary to meet the emergency (the "Emergency Benefit"), but
not exceeding the aggregate balance of such Participant's Deferred Benefit
Account and Deferred Share Award Account as of the date of such payment. For
purposes of this Section 7.2, an "unforeseeable financial emergency" shall mean
an unexpected need for cash arising from an illness, disability, casualty loss,
sudden financial reversal or other such unforeseeable occurrence. Cash needs
arising from foreseeable events such as the purchase of a house or education
expenses for children shall not be considered to be the result of an
unforeseeable financial emergency. The amount of the Deferral Benefit and
Deferred Share Award Benefit otherwise payable under the Plan to such
Participant shall be adjusted to reflect the early payment of the Emergency
Benefit. For purposes of this Section 7.2, Deferred Benefit Accounts and
Deferred Share Award Accounts including Units shall be valued on the basis of
the Fair Market Value of the Shares on the date of payment of an Emergency
Benefit.

         7.3 Interim Distribution. A Participant may elect by notice in writing
filed with the Committee, to receive an interim distribution of all or any
specified percentage of his or her deferred Fees or deferred Share Awards
beginning at any time at least three years after the date such Fees and Share
Awards otherwise would have been payable had the Participant not elected to
participate in the Plan. Such a notice may be filed at any time or times, but
may only apply to Fees and Share Awards not yet earned or credited at the time
such notice is filed. The Participant may elect to receive an interim
distribution in either a lump sum payment or in a series of annual installments
over a period not to exceed ten years. Any benefits paid to the Participant as
an interim distribution shall reduce the amounts otherwise payable to the
Participant under the Plan. For purposes of this Section 7.3, Deferred Benefit
Accounts and Deferred Share Award Accounts including Units shall be valued on




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the basis of the Fair Market Value of the Shares on the date payment of an
interim distribution commences.

         7.4 Form of Payment -- Deferral Benefits.  The Deferral
Benefit payable pursuant to Section 7.1 shall be paid in one of
the following forms, as elected by the Participant in his or her
Participation Agreement:

                      (a) Equal quarterly installments over a period of ten
         years (together, in the case of deferred compensation credited in
         dollar amounts, with interest thereon credited after the payment
         commencement date pursuant to Section 5.2).

                      (b) A lump sum.

                      (c) A combination of (a) and (b) above.  The
         Participant shall designate the percentage payable under each
         option.

For the purposes of this Section 7.4, each distribution from Deferred Benefit
Accounts including Units shall be valued on the basis of the Fair Market Value
of the Shares on the date payment of such distribution is made.

         7.5 Form of Payment -- Deferred Share Award Benefits. The Deferred
Share Award Benefit payable pursuant to Section 7.1 shall be paid in a single
distribution in whole Shares plus cash equal in value to any fractional Share.

             For the purposes of this Section 7.5, each distribution from a
Deferred Share Award Account shall be valued on the basis of the Fair Market
Value of the Shares on the date payment of such distribution is made.

         7.6 Commencement of Payments. Commencement of payments under Section
7.1 of the Plan shall begin within sixty days following receipt of notice by the
Committee of an event which entitles a Participant (or a Beneficiary) to
payments under the Plan, or at such earlier date as may be determined by the
Committee.

                                  ARTICLE VIII

                             BENEFICIARY DESIGNATION

         8.1 Beneficiary Designation. Each Participant shall have the right, at
any time, to designate any person or persons as his Beneficiary to whom payment
under the Plan shall be made in the event of his or her death prior to complete
distribution to the Participant of his or her Deferral Benefit and/or Deferred
Share Award Benefit. Any Beneficiary designation shall be made in a




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written instrument filed with the Committee and shall be effective only when
received in writing by the Committee.

         8.2 Amendments. Any Beneficiary designation may be changed by a
Participant by the filing of a new Beneficiary designation, which will cancel
all Beneficiary designations previously filed.

         8.3 No Designation. If a Participant fails to designate a Beneficiary
as provided above, or if all designated Beneficiaries predecease the
Participant, then the Participant's designated Beneficiary shall be deemed to be
the Participant's estate.

         8.4 Effect of Payment. Payment to a Participant's Beneficiary (or, upon
the death of a Beneficiary, to his or her estate) shall completely discharge the
Company's obligations under the Plan.

                                   ARTICLE IX

                                 ADMINISTRATION

         9.1 Committee; Duties. The Committee shall consist of the Chairman of
the Board (provided he is not a nonemployee Director) and two Company officers
or Directors who are not nonemployee Directors who shall be appointed by the
Chairman of the Board. The Committee shall supervise the administration of the
Plan, may from time to time adopt procedures governing the Plan and shall have
authority to give interpretive rulings with respect to the Plan.

         9.2 Agents. The Committee may appoint an individual, who may be an
employee of the Company, to be the Committee's agent with respect to the
day-to-day administration of the Plan. In addition, the Committee may, from time
to time, employ other agents and delegate to them such administrative duties as
it sees fit, and may from time to time consult with counsel who may be counsel
to the Company.

         9.3 Binding Effect of Decisions. Any decision or action of the
Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan shall be final and
binding upon all persons having any interest in the Plan.

         9.4 Indemnity of Committee. The Company shall indemnify the members of
the Committee against claims, loss, damage, expense and liability arising from
any action or failure to act with respect to the Plan to the extent provided in
the Regulations of the Company and any applicable indemnification agreement
between the Company and such member.




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                                    ARTICLE X

                        AMENDMENT AND TERMINATION OF PLAN

         The Board may at any time amend, suspend, terminate or reinstate any or
all of the provisions of the Plan, except that no such amendment, suspension or
termination may adversely affect any Participant's Deferred Benefit Account
and/or Deferred Share Award Account as it existed as of the effective date of
such amendment, suspension or termination without such Participant's consent.
The Committee may, in its sole discretion, from time to time increase the
Declared Rate, but in no event shall the Declared Rate be decreased.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1 Funding. Neither Participants, nor their Beneficiaries, nor their
heirs, successors or assigns, shall have any secured interest or claim in any
property or assets of the Company. The Company's obligation under the Plan shall
be merely that of an unfunded and unsecured promise of the Company to pay money
in the future. The Company may create a trust to hold funds to be used in
payment of its obligations under the Plan, and may fund such trust, provided
that any funds contained therein shall remain liable for the claims of the
Company's general creditors.

         11.2 Non-assignability. No right or interest under the Plan of a
Participant or his or her Beneficiary (or any person claiming through or under
any of them), other than the surviving spouse of any deceased Participant, shall
be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in any manner
be liable for or subject to the debts or liabilities of any such Participant or
Beneficiary. If any Participant or Beneficiary (other than the surviving spouse
of any deceased Participant) shall attempt to or shall transfer, assign,
alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy or other
event happening at any time such benefits would devolve upon anyone else or
would not be enjoyed by him or her, then the Committee, in its discretion, may
terminate his or her interest in any such benefit to the extent the Committee
considers necessary or advisable to prevent or limit the effects of such
occurrence. Termination shall be effected by filing a written "termination
declarations" with the Secretary of the Company and making reasonable efforts to
deliver a copy to the Participant or Beneficiary whose interest is adversely
affected (the Terminated Participant).




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         As long as the Terminated Participant is alive, any benefits affected
by the termination shall be retained by the Company and, in the Committee's sole
and absolute judgment, may be paid to or expended for the benefit of the
Terminated Participant, his or her spouse, his or her children or any other
person or persons in fact dependent upon him or her in such a manner as the
Committee shall deem proper. Upon the death of the Terminated Participant, all
benefits withheld from him or her and not paid to others in accordance with the
preceding sentence shall be disposed of according to the provisions of the Plan
that would apply if he or she died prior to the time that all benefits to which
he or she was entitled were paid to him or her.

         11.3 Captions. The captions contained herein are for convenience only
and shall not control or affect the meaning or construction hereof.

         11.4 Governing Law. The provisions of the Plan shall be construed and
interpreted according to the laws of the State of Ohio.

         11.5 Successors. The provisions of the Plan shall bind and inure to the
benefit of the Company and its successors and assigns. The term successors as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise, acquire all or
substantially all of the business and assets of the Company and successors of
any such corporation or other business entity.

         11.6 Effective Date. The effective date of this amended and restated
Director's Deferred Compensation Plan shall be May 8, 1996.

         11.7 No Right to Continued Service. Nothing contained herein shall be
construed to confer upon any Director the right to continue to serve as a
Director of the Company or in any other capacity.




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                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----

                                    ARTICLE I

                                     PURPOSE

                                   ARTICLE II

                                   DEFINITIONS

                                                                                                           
         2.1          Beneficiary...............................................................................  1
                      -----------
         2.2          Board.....................................................................................  1
                      -----
         2.3          Committee.................................................................................  1
                      ---------
         2.4          Company...................................................................................  1
                      -------
         2.5          Declared Rate.............................................................................  2
                      -------------
         2.6          Deferral Benefit..........................................................................  2
                      ----------------
         2.7          Deferred Benefit Account..................................................................  2
                      ------------------------
         2.8          Deferred Share Award Account..............................................................  2
                      ----------------------------
         2.9          Deferred Share Award Benefit..............................................................  2
                      ----------------------------
         2.10         Determination Date........................................................................  2
                      ------------------
         2.11         Director..................................................................................  2
                      --------
         2.12         Emergency Benefit.........................................................................  2
                      -----------------
         2.13         Fair Market Value.........................................................................  2
                      -----------------
         2.14         Fee.......................................................................................  2
                      ---
         2.15         Participant...............................................................................  2
                      -----------
         2.16         Participation Agreement...................................................................  2
                      -----------------------
         2.17         Plan Year.................................................................................  2
                      ---------
         2.18         Share.....................................................................................  2
                      -----
         2.19         Share Award...............................................................................  3
                      -----------
         2.20         Unit......................................................................................  3
                      ----

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

         3.1          Eligibility...............................................................................  3
                      -----------
         3.2          Participation.............................................................................  3
                      -------------
         3.3          Termination of Participation..............................................................  3
                      ----------------------------

                                   ARTICLE IV

                        DEFERRAL OF FEES AND SHARE AWARDS

         4.1          Deferral of Fees..........................................................................  4
                      ----------------
         4.2          Crediting of Deferred Fees................................................................  4
                      --------------------------
         4.3          Deferral of Share Awards..................................................................  4
                      ------------------------
         4.4          Crediting of Deferred Share Awards........................................................  4
                      ----------------------------------
         4.5          Withholding Taxes.........................................................................  5
                      -----------------






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                                                                                                               Page
                                                                                                               ----

                                    ARTICLE V

                            DEFERRED BENEFIT ACCOUNT

                                                                                                           
         5.1          Determination of Deferred Benefit Account.................................................  5
                      -----------------------------------------
         5.2          Crediting of Interest.....................................................................  5
                      ---------------------
         5.3          Crediting of Dividend Equivalents.........................................................  5
                      ---------------------------------
         5.4          Statement of Accounts.....................................................................  6
                      ---------------------
         5.5          Vesting of Deferred Benefit Account.......................................................  6
                      -----------------------------------

                                   ARTICLE VI

                          DEFERRED SHARE AWARD ACCOUNT

         6.1          Determination of Deferred Share Award Account.............................................  6
                      ---------------------------------------------
         6.2          Crediting of Dividend Equivalents.........................................................  6
                      ---------------------------------
         6.3          Statement of Accounts.....................................................................  6
                      ---------------------
         6.4          Vesting of Deferred Benefit Account.......................................................  6
                      -----------------------------------

                                   ARTICLE VII

                               PAYMENT OF BENEFITS

         7.1          Termination of Service as a Director or Death.............................................  7
                      ---------------------------------------------
         7.2          Emergency Benefit.........................................................................  7
                      -----------------
         7.3          Interim Distribution......................................................................  7
                      --------------------
         7.4          Form of Payment -- Deferral Benefits......................................................  8
                      ------------------------------------
         7.5          Form of Payment -- Deferred Share Award
                      ---------------------------------------
                      Benefits..................................................................................  8
                      --------
         7.6          Commencement of Payments..................................................................  8
                      ------------------------

                                  ARTICLE VIII

                             BENEFICIARY DESIGNATION

         8.1          Beneficiary Designation...................................................................  8
                      -----------------------
         8.2          Amendments................................................................................  9
                      ----------
         8.3          No Designation............................................................................  9
                      --------------
         8.4          Effect of Payment.........................................................................  9
                      -----------------

                                   ARTICLE IX

                                 ADMINISTRATION

         9.1          Committee; Duties.........................................................................  9
                      -----------------
         9.2          Agents....................................................................................  9
                      ------
         9.3          Binding Effect of Decisions...............................................................  9
                      ---------------------------
         9.4          Indemnity of Committee....................................................................  9
                      ----------------------







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                                                                                                               Page
                                                                                                               ----

                                    ARTICLE X

                           AMENDMENT AND TERMINATION OF PLAN

                                   ARTICLE XI

                                  MISCELLANEOUS

                                                                                                           
         11.1         Funding................................................................................... 10
                      -------
         11.2         Non-assignability......................................................................... 10
                      -----------------
         11.3         Captions.................................................................................. 11
                      --------
         11.4         Governing Law............................................................................. 11
                      -------------
         11.5         Successors................................................................................ 11
                      ----------
         11.6         Effective Date............................................................................ 11
                      --------------
         11.7         No Right to Continued Service............................................................. 11
                      -----------------------------







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