Wild Oats Markets, Inc.

                           Deferred Compensation Plan

                              Master Plan Document

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                           Effective November 1, 1999


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                            Wild Oats Markets, Inc.

                           Deferred Compensation Plan

                              Master Plan Document

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                                TABLE OF CONTENTS

                                                                                                                 Page

                                                                                                               
Purpose             ...............................................................................................1


ARTICLE 1           Definitions....................................................................................1


ARTICLE 2           Selection, Enrollment, Eligibility.............................................................6

           2.1      Selection by Committee.........................................................................6
           2.2      Enrollment Requirements........................................................................6
           2.3      Eligibility; Commencement of Participation.....................................................6
           2.4      Termination of Participation and/or Deferrals..................................................6

ARTICLE 3           Deferral Commitments/Company Matching/Crediting Taxes..........................................7

           3.1      Minimum Deferrals..............................................................................7
           3.2      Maximum Deferral...............................................................................7
           3.3      Election to Defer; Effect of Election Form.....................................................7
           3.4      Withholding of Annual Deferral Amounts.........................................................8
           3.5      Company Contribution Amount....................................................................8
           3.6      Annual Company Matching Amount.................................................................8
           3.7      Investment of Trust Assets.....................................................................8
           3.8      Vesting........................................................................................8
           3.9      Crediting/Debiting of Account Balances.........................................................9
           3.10     FICA and Other Taxes..........................................................................11

ARTICLE 4           Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election...................11

           4.1      Short-Term Payout.............................................................................11
           4.2      Other Benefits Take Precedence Over Short-Term................................................11
           4.3      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.........................11
           4.4      Withdrawal Election...........................................................................12

ARTICLE 5           Retirement Benefit............................................................................12

           5.1      Retirement Benefit............................................................................12
           5.2      Payment of Retirement Benefit.................................................................12
           5.3      Death Prior to Completion of Retirement Benefit...............................................13

ARTICLE 6           Pre-Retirement Survivor Benefit...............................................................13

           6.1      Pre-Retirement Survivor Benefit...............................................................13
           6.2      Payment of Pre-Retirement Survivor Benefit....................................................13

ARTICLE 7           Termination Benefit...........................................................................13

           7.1      Termination Benefit...........................................................................13
           7.2      Payment of Termination Benefit................................................................13

ARTICLE 8           Disability Waiver and Benefit.................................................................14

           8.1      Disability Waiver.............................................................................14
           8.2      Continued Eligibility; Disability Benefit.....................................................14

ARTICLE 9           Beneficiary Designation.......................................................................14

           9.1      Beneficiary...................................................................................14
           9.2      Beneficiary Designation; Change; Spousal Consent..............................................15
           9.3      Acknowledgement...............................................................................15
           9.4      No Beneficiary Designation....................................................................15
           9.5      Doubt as to Beneficiary.......................................................................15
           9.6      Discharge of Obligations......................................................................15

ARTICLE 10          Leave of Absence..............................................................................15

           10.1     Paid Leave of Absence.........................................................................15
           10.2     Unpaid Leave of Absence.......................................................................15

ARTICLE 11          Termination, Amendment or Modification........................................................16

           11.1     Termination...................................................................................16
           11.2     Amendment.....................................................................................16
           11.3     Plan Agreement................................................................................17
           11.4     Effect of Payment.............................................................................17

ARTICLE 12          Administration................................................................................17

           12.1     Committee Duties..............................................................................17
           12.2     Administration Upon Change In Control.........................................................17
           12.3     Agents........................................................................................18
           12.4     Binding Effect of Decisions...................................................................18
           12.5     Indemnity of Committee........................................................................18
           12.6     Employer Information..........................................................................18

ARTICLE 13          Other Benefits and Agreements.................................................................18

           13.1     Coordination with Other Benefits..............................................................18

ARTICLE 14          Claims Procedures.............................................................................18

           14.1     Presentation of Claim.........................................................................18
           14.2     Notification of Decision......................................................................19
           14.3     Review of a Denied Claim......................................................................19
           14.4     Decision on Review............................................................................19
           14.5     Legal Action..................................................................................19

ARTICLE 15          Trust.........................................................................................20

           15.1     Establishment of the Trust....................................................................20
           15.2     Interrelationship of the Plan and the Trust...................................................20
           15.3     Distributions From the Trust..................................................................20

ARTICLE 16          Miscellaneous.................................................................................20

           16.1     Status of Plan................................................................................20
           16.2     Unsecured General Creditor....................................................................20
           16.3     Employer's Liability..........................................................................20
           16.4     Nonassignability..............................................................................20
           16.5     Not a Contract of Employment..................................................................21
           16.6     Furnishing Information........................................................................21
           16.7     Terms.........................................................................................21
           16.8     Captions......................................................................................21
           16.9     Governing Law.................................................................................21
           16.10    Notice........................................................................................21
           16.11    Successors....................................................................................22
           16.12    Spouse's Interest.............................................................................22
           16.13    Validity......................................................................................22
           16.14    Incompetent...................................................................................22
           16.15    Court Order...................................................................................22
           16.16    Distribution in the Event of Taxation.........................................................22
           16.17    Insurance.....................................................................................23
           16.18    Legal Fees To Enforce Rights After Change in Control..........................................23



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                            Wild Oats Markets, Inc.

                           Deferred Compensation Plan

                              Master Plan Document

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<PAGE>


                             WILD OATS MARKETS, INC.

                           DEFERRED COMPENSATION PLAN

                           Effective November 1, 1999

                                     Purpose

         The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future business
success of Wild Oats Markets, Inc., a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.

                                    ARTICLE 1

                                   Definitions

         For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance, (ii) the vested Company Contribution Account balance
         and (iii) the vested Company Matching Account balance. The Account
         Balance, and each other specified account balance, shall be a
         bookkeeping entry only and shall be utilized solely as a device for the
         measurement and determination of the amounts to be paid to a
         Participant, or his or her designated Beneficiary, pursuant to this
         Plan.

1.2      "Annual Company Matching Amount" for any one Plan Year shall be the
         amount determined in accordance with Section 3.6.

1.3      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary, Bonus and Directors Fees that a Participant elects
         to have, and is deferred, in accordance with Article 3, for any one
         Plan Year. In the event of a Participant's Retirement, Disability (if
         deferrals cease in accordance with Section 8.1), death or a Termination
         of Employment prior to the end of a Plan Year, such year's Annual
         Deferral Amount shall be the actual amount withheld prior to such
         event.

1.4      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: The Account Balance of the Participant
         shall be calculated as of the close of business on the last business
         day of the year. The annual installment shall be calculated by
         multiplying this balance by a fraction, the numerator of which is one,
         and the denominator of which is the remaining number of annual payments
         due the Participant. By way of example, if the Participant elects a 10
         year Annual Installment Method, the first payment shall be 1/10 of the
         Account Balance, calculated as described in this definition. The
         following year, the payment shall be 1/9 of the Account Balance,
         calculated as described in this definition. Each annual installment
         shall be paid on or as soon as practicable after the last business day
         of the applicable year.

1.5      "Base Annual Salary" shall mean the annual cash compensation relating
         to services performed during any calendar year, whether or not paid in
         such calendar year or included on the Federal Income Tax Form W-2 for
         such calendar year, excluding bonuses, commissions, overtime, fringe
         benefits, stock options, relocation expenses, incentive payments,
         non-monetary awards, directors fees and other fees, automobile and
         other allowances paid to a Participant for employment services rendered
         (whether or not such allowances are included in the Employee's gross
         income). Base Annual Salary shall be calculated before reduction for
         compensation voluntarily deferred or contributed by the Participant
         pursuant to all qualified or non-qualified plans of any Employer and
         shall be calculated to include amounts not otherwise included in the
         Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
         or 403(b) pursuant to plans established by any Employer; provided,
         however, that all such amounts will be included in compensation only to
         the extent that, had there been no such plan, the amount would have
         been payable in cash to the Employee.

1.6      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.7      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.8      "Board" shall mean the board of directors of the Company.

1.9      "Bonus" shall mean any compensation, in addition to Base Annual Salary
         relating to services performed during any calendar year, whether or not
         paid in such calendar year or included on the Federal Income Tax Form
         W-2 for such calendar year, payable to a Participant as an Employee
         under any Employer's bonus and cash incentive plans, excluding stock
         options, stock dividends, stock warrants, and any other stock-based
         compensation.

1.10      "Change in Control" shall mean the first to occur of any of the
          following events:

(a)  Any person (as defined below) becomes the Beneficial Owner (as defined
     below), directly or indirectly, of securities of the Company representing a
     majority or more of the combined voting power of the Company's then
     outstanding securities. For purposes of this Agreement, (1) the term
     "Person" is used as such term is used in Section 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided,
     however, that the term shall not include Elizabeth C. Cook, Michael C.
     Gilliland, Chase Venture Capital Associates or their affiliates, the
     Company, any trustee or other fiduciary holding securities under an
     employee benefit plan of the Company, or any company owned, directly or
     indirectly, by the stockholders of the Company in substantially the same
     proportions as their ownership of stock of the Company, and (2) the term
     "Beneficial Owner" shall have the meaning given to such term in Rule 13d-3
     under the Exchange Act;

(b)  During any period of two consecutive years following the effective date of
     this Plan, individuals who at the beginning of such period constitute the
     Board, and any new director (other than a director designated by a person
     who has entered into an agreement with the Company to effect a transaction
     described in Sections 1.11(a) or (c)) whose election by the Board or
     nomination for election by the Company's stockholders was approved by a
     vote of at least a majority of the directors then still in office who
     either were directors at the beginning of such period or whose election or
     nomination for election was previously so approved (hereinafter referred to
     as "Continuing Directors"), cease for any reason to constitute at least a
     majority thereof;

(c)  The stockholders of the Company consummate a plan of complete liquidation
     of the Company or any agreement for the sale or disposition by the Company
     to an unrelated third party or parties of all or substantially all of the
     Company's assets.

1.11     "Claimant" shall have the meaning set forth in Section 14.1.

1.12     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.13     "Committee" shall mean the committee described in Article 12.

1.14     "Company" shall mean Wild Oats Markets,  Inc., a Delaware  corporation,
         and any successor to all or substantially all of the Company's assets
         or business.

1.15     "Company Contribution Account" shall mean (i) the sum of the
         Participant's Company Contribution Amounts, plus (ii) amounts credited
         in accordance with all the applicable crediting provisions of this Plan
         that relate to the Participant's Company Contribution Account, less
         (iii) all distributions made to the Participant or his or her
         Beneficiary pursuant to this Plan that relate to the Participant's
         Company Contribution Account.

1.16     "Company Contribution Amount" shall mean, for any one Plan Year, the
         amount determined in accordance with Section 3.5.

1.17     "Company Matching Account" shall mean (i) the sum of all of a
         Participant's Annual Company Matching Amounts, plus (ii) amounts
         credited in accordance with all the applicable crediting provisions of
         this Plan that relate to the Participant's Company Matching Account,
         less (iii) all distributions made to the Participant or his or her
         Beneficiary pursuant to this Plan that relate to the Participant's
         Company Matching Account.

1.18     "Deduction Limitation" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If an Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible for federal income tax purposes, the
         Employer may defer all or any portion of a distribution under this
         Plan. Any amounts deferred pursuant to this limitation shall continue
         to be credited/debited with additional amounts in accordance with
         Section 3.9 below, even if such amount is being paid out in
         installments. The amounts so deferred and amounts credited thereon
         shall be distributed to the Participant or his or her Beneficiary (in
         the event of the Participant's death) at the earliest possible date, as
         determined by the Employer in good faith, on which the deductibility of
         compensation paid or payable to the Participant for the taxable year of
         the Employer during which the distribution is made will not be limited
         by Section 162(m), or if earlier, the effective date of a Change in
         Control. Notwithstanding anything to the contrary in this Plan, the
         Deduction Limitation shall not apply to any distributions made after a
         Change in Control.

1.19     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Annual Deferral Amounts, plus (ii) amounts credited in accordance with
         all the applicable crediting provisions of this Plan that relate to the
         Participant's Deferral Account, less (iii) all distributions made to
         the Participant or his or her Beneficiary pursuant to this Plan that
         relate to his or her Deferral Account.

1.20     "Director" shall mean any member of the board of directors of any
         Employer.

1.21     "Directors Fees" shall mean the total fees paid by any Employer in cash
         during a Plan Year, including retainer fees and meetings fees, as
         compensation for serving on the board of directors.

1.22     "Disability" shall mean a period during which a Participant is
         "permanently and totally disabled" within the meaning of Code Section
         22(e), as determined in the sole discretion of the Committee.

1.23     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.24     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.25     "Employee" shall mean a person who is an employee of any Employer.

1.26     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.27     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.28     "First Plan Year" shall mean the period beginning November 1, 1999 and
         ending December 31, 1999.

1.29     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

1.30     "Plan" shall mean the Company's Deferred Compensation Plan, which shall
         be evidenced by this instrument and by each Plan Agreement, as they may
         be amended from time to time.

1.31     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,
         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.32     "Plan Year" shall,  except for the First Plan Year, mean a period
         beginning on January 1 of each calendar year and continuing through
         December 31 of such calendar year.

1.33     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
          Article 6.

1.34     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than a leave of absence, death or Disability when the sum of the
         Participant's age and Years of Service is equal to or greater than
         fifty five (55).

1.35     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.36     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.37     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.38     "Termination of Employment" shall mean the severing of employment with
         all Employers, or service as a Director of all Employers, voluntarily
         or involuntarily, for any reason other than Retirement, Disability,
         death or an authorized leave of absence. If a Participant is both an
         Employee and a Director, a Termination of Employment shall occur only
         upon the termination of the last of these positions held; provided,
         however, that such a Participant may elect, at least one year before
         Termination of Employment and in accordance with the policies and
         procedures established by the Committee, to be treated for purposes of
         this Plan as having experienced a Termination of Employment at the time
         he or she ceases employment with an Employer as an Employee.

1.39     "Trust" shall mean one or more trusts established pursuant to that
         certain Master Trust Agreement, dated as of November 1, 1999 between
         the Company and the trustee named therein, as amended from time to
         time.

1.40     "Trustee" shall mean the trustee named under the Trust.

1.41     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant, the Participant's spouse, or a dependent
         of the Participant, (ii) a loss of the Participant's property due to
         casualty, or (iii) such other extraordinary and unforeseeable
         circumstances arising as a result of events beyond the control of the
         Participant, all of the above as determined in the sole discretion of
         the Committee.

1.42     "Years of Plan Participation" shall mean the total number of full Plan
         Years a Participant has been a Participant in the Plan prior to his or
         her Termination of Employment (determined without regard to whether
         deferral elections have been made by the Participant for any Plan
         Year). Any partial year shall not be counted. Notwithstanding the
         previous sentence, a Participant's first Plan Year of participation
         shall be treated as a full Plan Year for purposes of this definition,
         even if it is only a partial Plan Year of participation.

1.43     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and that, for
         any subsequent year, commences on an anniversary of that hiring date.
         Any partial year of employment shall not be counted.

                                    ARTICLE 2

                       Selection, Enrollment, Eligibility

2.1      Selection by Committee. Participation in the Plan shall be limited to a
         select group of management and highly compensated Employees and
         Directors of the Employers, as determined by the Committee in its sole
         discretion. From that group, the Committee shall select, in its sole
         discretion, Employees and Directors to participate in the Plan.

2.2      Enrollment Requirements. As a condition to participation, each selected
         Employee and Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within 30 days after he or she is selected to
         participate in the Plan. In addition, the Committee shall establish
         from time to time such other enrollment requirements as it determines
         in its sole discretion are necessary.

2.3      Eligibility; Commencement of Participation. Provided an Employee or
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, that Employee or Director shall commence
         participation in the Plan on the first day of the month following the
         month in which the Employee or Director completes all such enrollment
         requirements. If an Employee or a Director fails to meet all such
         requirements within the period required, in accordance with Section
         2.2, that Employee or Director shall not be eligible to participate in
         the Plan until the first day of the Plan Year following the delivery to
         and acceptance by the Committee of the required documents.

2.4      Termination of Participation and/or Deferrals. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to do one or more of the following: (i)
         terminate any deferral election the Participant has made for the
         remainder of the Plan Year in which the Participant's membership status
         changes, (ii) prevent the Participant from making future deferral
         elections, and (iii) immediately distribute the Participant's then
         Account Balance as a Termination Benefit and terminate the
         Participant's participation in the Plan.

                                    ARTICLE 3

                          Deferral Commitments/Company Matching/Crediting/Taxes

3.1      Minimum Deferrals.

(a)               Base Annual Salary, Bonus and Director's Fees. For each Plan
                  Year, a Participant may elect to defer, as his or her Annual
                  Deferral Amount, one or more of the following forms of
                  compensation: (i) Base Annual Salary; (ii) Bonus; and (iii)
                  Director's Fees. The Annual Deferral Amount for each
                  Participant shall not in total be less than $2,000 in any Plan
                  Year.

(b)               Short Plan Year. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the First Plan Year, the
                  minimum Annual Deferral Amount for such Participant shall be
                  an amount equal to the product obtained by multiplying $2,000
                  by a fraction, the numerator of which is the number of full
                  months remaining in that Plan Year and the denominator of
                  which is 12.

3.2      Maximum Deferral.

(a)  Base Annual Salary, Bonus and Directors Fees. For each Plan Year, a
     Participant may elect to defer, as his or her Annual Deferral Amount, up to
     the following maximum percentages for each of the following forms of
     compensation:

              Deferral                  Maximum Amount

    Base Annual Salary                       50%
    Bonus                                    100%
    Directors Fees                           100%

     Notwithstanding the foregoing, a Participant's total maximum Annual
     Deferral Amount for the First Plan Year shall be limited to the amount of
     compensation not yet earned by such Participant for the First Plan Year
     determined as of the date the Participant submits a Plan Agreement and
     Election Form to the Committee for acceptance. If a Participant commences
     participation in the Plan after the first day of a Plan Year (other than
     the First Plan Year), such Participant's Maximum Annual Deferral Amount
     shall be limited in the same manner as the First Plan Year limitation.


3.3      Election to Defer; Effect of Election Form.

(a)  Initial Plan Year. In connection with a Participant's commencement of
     participation in the Plan, the Participant shall make an irrevocable
     deferral election for the Plan Year in which the Participant commences
     participation in the Plan, along with such other elections as the Committee
     deems necessary or desirable under the Plan. For these elections to be
     valid, the Election Form must be completed and signed by the Participant,
     timely delivered to the Committee (in accordance with Section 2.2 above)
     and accepted by the Committee.

(b)  Subsequent Plan Years. For each succeeding Plan Year, an irrevocable
     deferral election and such other elections as the Committee shall require
     must be made by each Participant prior to the end of the preceding Plan
     Year. The irrevocable deferral election shall be made by timely delivering
     an Election Form to the Committee in accordance with its rules and
     procedures. Failure to do so shall preclude a Participant from
     participating in the Plan for that Plan Year.

3.4      Withholding of Annual Deferral Amounts. For each Plan Year, the total
         Base Annual Salary portion of the Annual Deferral Amount shall be
         withheld from each regularly scheduled Base Annual Salary paycheck in
         equal amounts, as adjusted from time to time for increases and
         decreases in Base Annual Salary. The Bonus and Directors Fees portion
         of the Annual Deferral Amount shall be withheld at the time the Bonus
         and Directors Fees are to be paid to the Participant, whether or not
         this occurs during the Plan Year.

3.5      Company Contribution Amount. For each Plan Year, an Employer, in its
         sole discretion, may, but is not required to, credit any amount it
         desires to a Participant's Company Contribution Account. The amount so
         credited to a Participant may be greater or less than the amount
         credited to any other Participant, and the amount credited to any
         Participant for a Plan Year may be zero, even though one or more other
         Participants receive a Company Contribution Amount for that Plan Year.
         The Company Contribution Amount, if any, shall be credited as of the
         last day of the Plan Year. If a Participant is not employed by an
         Employer as of the last day of a Plan Year other than by reason of his
         or her Retirement or death while employed, the Company Contribution
         Amount for that Plan Year shall be zero.

3.6      Annual Company Matching Amount. A Participant's Annual Company Matching
         Amount for any Plan Year shall be equal to (i) 50 % of the
         Participant's Annual Deferral Amount for such Plan Year, up to an
         amount that does not exceed 4 % of the Participant's Base Annual Salary
         plus (ii) 25 % of the Participant's Annual Deferral Amount for such
         Plan Year that exceeds 4 % of the Participant's Base Annual Salary, up
         to an amount that does not exceed 6 % of the Participant's Base Annual
         Salary. If a Participant is not employed by an Employer, or is no
         longer providing services as a Director, as of the last day of a Plan
         Year other than by reason of his or her Retirement or death, the Annual
         Company Matching Amount for such Plan Year shall be zero. In the event
         of Retirement or death, a Participant shall be credited with the Annual
         Company Matching Amount for the Plan Year in which he or she Retires or
         dies.

3.7      Investment of Trust Assets. The Trustee shall be authorized, upon
         written instructions received from the Committee or investment manager
         appointed by the Committee, to invest and reinvest the assets of the
         Trust in accordance with the applicable Trust Agreement, including the
         disposition of stock and reinvestment of the proceeds in one or more
         investment vehicles designated by the Committee.

3.8      Vesting.

(a)  A Participant shall at all times be 100% vested in his or her Deferral
     Account and Company Matching Account.

(b)  A Participant shall be vested in his or her Company Contribution Account in
     accordance with the schedule set forth in his or her Plan Agreement.

(c)  Notwithstanding anything to the contrary contained in Section 3.8(b), in
     the event of a Change in Control, a Participant's Company Contribution
     Account shall immediately become 100% vested (if it is not already vested
     in accordance with the above vesting schedule).

(d)  Notwithstanding subsection (c), the vesting schedule for a Participant's
     Company Contribution Account shall not be accelerated to the extent that
     the Committee determines that such acceleration would cause the deduction
     limitations of Section 280G of the Code to become effective. In the event
     that all of a Participant's Company Contribution Account is not vested
     pursuant to such a determination, the Participant may request independent
     verification of the Committee's calculations with respect to the
     application of Section 280G. In such case, the Committee must provide to
     the Participant within 30 business days of such a request an opinion from
     an independent public accounting firm selected by the Company (the
     "Accounting Firm") concluding that a limitation in the vested percentage
     hereunder is necessary to avoid the limits of Code Section 280G. The
     opinion shall include supporting calculations. The cost of such opinion
     shall be paid for by the Company.

3.9      Crediting/Debiting of Account Balances. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:

(a)  Election of Measurement Funds. A Participant, in connection with his or her
     initial deferral election in accordance with Section 3.3(a) above, shall
     elect, on the Election Form, one or more Measurement Fund(s) (as described
     in Section 3.9(c) below) to be used to determine the additional amounts to
     be credited to his or her Account Balance for the first business day in
     which the Participant commences participation in the Plan and continuing
     thereafter for each subsequent business day in which the Participant
     participates in the Plan, unless changed in accordance with the next
     sentence. Commencing with the first business day that follows the
     Participant's commencement of participation in the Plan and continuing
     thereafter for each subsequent business day in which the Participant
     participates in the Plan, the Participant may (but is not required to)
     elect, by submitting an Election Form to the Committee that is accepted by
     the Committee, to add or delete one or more Measurement Fund(s) to be used
     to determine the additional amounts to be credited to his or her Account
     Balance, or to change the portion of his or her Account Balance allocated
     to each previously or newly elected Measurement Fund. If an election is
     made in accordance with the previous sentence, it shall apply to the next
     business day and continue thereafter for each subsequent business day in
     which the Participant participates in the Plan, unless changed in
     accordance with the previous sentence.

(b)  Proportionate Allocation. In making any election described in Section
     3.9(a) above, the Participant shall specify on the Election Form, in
     increments of five percentage points (5%), the percentage of his or her
     Account Balance to be allocated to a Measurement Fund (as if the
     Participant was making an investment in that Measurement Fund with that
     portion of his or her Account Balance).

(c   Measurement Funds. The Participant may elect one or more of the following
     measurement funds, based on certain mutual funds (the "Measurement Funds"),
     for the purpose of crediting additional amounts to his or her Account
     Balance. As necessary, the Committee may, in its sole discretion,
     discontinue, substitute or add a Measurement Fund. Each such action will
     take effect as of the first day of the calendar quarter that follows by
     thirty (30) days the day on which the Committee gives Participants advance
     written notice of such change.

(d)  Crediting or Debiting Method. The performance of each elected Measurement
     Fund (either positive or negative) will be determined by the Committee, in
     its reasonable discretion, based on the performance of the Measurement
     Funds themselves. A Participant's Account Balance shall be credited or
     debited on a daily basis based on the performance of each Measurement Fund
     selected by the Participant, as determined by the Committee in its sole
     discretion, as though (i) a Participant's Account Balance were invested in
     the Measurement Fund(s) selected by the Participant, in the percentages
     applicable to such calendar quarter, as of the close of business on the
     first business day of such calendar quarter, at the closing price on such
     date; (ii) the portion of the Annual Deferral Amount that was actually
     deferred during any calendar quarter was invested in the Measurement
     Fund(s) selected by the Participant, in the percentages applicable to such
     calendar quarter, no later than the close of business on the first business
     day after the day on which such amounts are actually deferred from the
     Participant's Base Annual Salary through reductions in his or her payroll,
     at the closing price on such date; and (iii) any distribution made to a
     Participant that decreases such Participant's Account Balance ceased being
     invested in the Measurement Fund(s), in the percentages applicable to such
     calendar quarter, no earlier than one business day prior to the
     distribution, at the closing price on such date. The Participant's Annual
     Company Matching Amount shall be credited to his or her Company Matching
     Account for purposes of this Section 3.9(d) as of the close of business on
     the first business day in February of the Plan Year following the Plan Year
     to which it relates.

(e)  No Actual Investment. Notwithstanding any other provision of this Plan that
     may be interpreted to the contrary, the Measurement Funds are to be used
     for measurement purposes only, and a Participant's election of any such
     Measurement Fund, the allocation to his or her Account Balance thereto, the
     calculation of additional amounts and the crediting or debiting of such
     amounts to a Participant's Account Balance shall not be considered or
     construed in any manner as an actual investment of his or her Account
     Balance in any such Measurement Fund. In the event that the Company or the
     Trustee (as that term is defined in the Trust), in its own discretion,
     decides to invest funds in any or all of the Measurement Funds, no
     Participant shall have any rights in or to such investments themselves.
     Without limiting the foregoing, a Participant's Account Balance shall at
     all times be a bookkeeping entry only and shall not represent any
     investment made on his or her behalf by the Company or the Trust. The
     Participant shall at all times remain an unsecured creditor of the Company.

3.10     FICA and Other Taxes.

(a)      Annual Deferral Amounts. For each Plan Year in which an Annual Deferral
         Amount is being withheld from a Participant's compensation, the
         Participant's Employer(s) shall withhold from that portion of the
         Participant's Base Annual Salary and Bonus that is not being deferred,
         in a manner determined by the Employer(s), the Participant's share of
         FICA and other employment taxes on such Annual Deferral Amount. If
         necessary, the Committee may reduce the Annual Deferral Amount in order
         to comply with this Section 3.10.

(b)  Company Matching Amounts. When a participant becomes vested in a portion of
     his or her Company Matching Account, the Participant's Employer(s) shall
     withhold from the Participant's Base Annual Salary and/or Bonus that is not
     deferred, in a manner determined by the Employer(s), the Participant's
     share of FICA and other employment taxes. If necessary, the Committee may
     reduce the vested portion of the Participant's Company Matching Account in
     order to comply with this Section 3.10.

(c)  Distributions. The Participant's Employer(s) or the Trustee, as the case
     may be, shall withhold from any payments made to a Participant under this
     Plan all applicable federal, state and local income, employment and other
     taxes required to be withheld in a manner to be determined in the sole
     discretion of the Employer(s) or the Trustee.

                                    ARTICLE 4

                         Short-Term Payout; Unforeseeable Financial Emergencies;

                               Withdrawal Election

4.1      Short-Term Payout. In connection with each election to defer an Annual
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to such Annual
         Deferral Amount. Subject to the Deduction Limitation, the Short-Term
         Payout shall be a lump sum payment in an amount that is equal to the
         Annual Deferral Amount and the Annual Company Matching Amount, plus
         amounts credited or debited in the manner provided in Section 3.9 above
         on those amounts, determined at the time that the Short-Term Payout
         becomes payable (rather than the date of a Termination of Employment).
         Subject to the Deduction Limitation and the other terms and conditions
         of this Plan, each Short-Term Payout elected shall be paid out during a
         60 day period commencing immediately on the first day of any Plan Year
         designated by the Participant that is at least three Plan Years after
         the Plan Year in which the Annual Deferral Amount is actually deferred.
         By way of example, if a one year Short-Term Payout is elected for
         Annual Deferral Amounts that are deferred in the Plan Year commencing
         November 1, 1999, the three year Short-Term Payout would become payable
         during a 60 day period commencing January 1, 2002.

4.2      Other Benefits Take Precedence Over Short-Term. Should an event occur
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or debited thereon, that is subject to a
         Short-Term Payout election under Section 4.1 shall not be paid in
         accordance with Section 4.1 but shall be paid in accordance with the
         other applicable Article.

4.3      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a Participant and/or (ii) receive a partial or
         full payout from the Plan. The payout shall not exceed the lesser of
         the Participant's Account Balance, calculated as if such Participant
         were receiving a Termination Benefit, or the amount reasonably needed
         to satisfy the Unforeseeable Financial Emergency. If, subject to the
         sole discretion of the Committee, the petition for a suspension and/or
         payout is approved, suspension shall take effect upon the date of
         approval and any payout shall be made within 60 days of the date of
         approval. The payment of any amount under this Section 4.3 shall not be
         subject to the Deduction Limitation.

4.4      Withdrawal Election. A Participant (or, after a Participant's death,
         his or her Beneficiary) may elect, at any time, to withdraw all but not
         less than all of his or her Account Balance, calculated as if there had
         occurred a Termination of Employment as of the day of the election,
         less a withdrawal penalty equal to 10% of such amount (the net amount
         shall be referred to as the "Withdrawal Amount"). This election can be
         made at any time, before or after Retirement, Disability, death or
         Termination of Employment, and whether or not the Participant (or
         Beneficiary) is in the process of being paid pursuant to an installment
         payment schedule. If made before Retirement, Disability or death, a
         Participant's Withdrawal Amount shall be his or her Account Balance
         calculated as if there had occurred a Termination of Employment as of
         the day of the election. No partial withdrawals of the Withdrawal
         Amount shall be allowed. The Participant (or his or her Beneficiary)
         shall make this election by giving the Committee advance written notice
         of the election in a form determined from time to time by the
         Committee. The Participant (or his or her Beneficiary) shall be paid
         the Withdrawal Amount within 60 days of his or her election. Once the
         Withdrawal Amount is paid, the Participant's participation in the Plan
         shall terminate and the Participant shall not be eligible to
         participate in the Plan for the remainder of the Plan Year of such
         election and the next Plan Year. The payment of this Withdrawal Amount
         shall not be subject to the Deduction Limitation.

                                    ARTICLE 5

                               Retirement Benefit

5.1      Retirement  Benefit.  Subject to the  Deduction  Limitation,  a
         Participant  who  Retires  shall receive,  as a Retirement  Benefit,
         his or her Account Balance in accordance with the provisions contained
         herein.

5.2      Payment of Retirement Benefit. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of 2, 5, 10 or 15 years. The
         Participant may annually change his or her election to an allowable
         alternative payout period by submitting a new Election Form to the
         Committee, provided that any such Election Form is submitted at least 1
         year prior to the Participant's Retirement and is accepted by the
         Committee in its sole discretion. The Election Form most recently
         accepted by the Committee shall govern the payout of the Retirement
         Benefit. If a Participant does not make any election with respect to
         the payment of the Retirement Benefit, then such benefit shall be
         payable in a lump sum. If elected, the lump sum payment shall be made
         no later than 60 days after the day on which the Participant Retires.
         If elected, installment payments shall commence no later than 60 days
         after the last day of the Plan Year in which the Participant Retires.
         Any payment made shall be subject to the Deduction Limitation.

5.3      Death Prior to Completion of Retirement Benefit. If a Participant dies
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's unpaid Retirement Benefit payments shall continue and
         shall be paid to the Participant's Beneficiary (a) over the remaining
         number of years and in the same amounts as that benefit would have been
         paid to the Participant had the Participant survived, or (b) in a lump
         sum, if requested by the Beneficiary and allowed in the sole discretion
         of the Committee, that is equal to the Participant's unpaid remaining
         Account Balance.

                                    ARTICLE 6

                         Pre-Retirement Survivor Benefit

6.1      Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation,
         the Participant's Beneficiary shall receive a Pre-Retirement Survivor
         Benefit equal to the Participant's Account Balance if the Participant
         dies before he or she Retires, experiences a Termination of Employment
         or suffers a Disability.

6.2      Payment of Pre-Retirement Survivor Benefit. A Participant, in
         connection with his or her commencement of participation in the Plan,
         shall elect on an Election Form whether the Pre-Retirement Survivor
         Benefit shall be received by his or her Beneficiary in a lump sum or
         pursuant to an Annual Installment Method of 2, 5, 10 or 15 years. The
         Participant may annually change this election to an allowable
         alternative payout period by submitting a new Election Form to the
         Committee, which form must be accepted by the Committee in its sole
         discretion. The Election Form most recently accepted by the Committee
         prior to the Participant's death shall govern the payout of the
         Participant's Pre-Retirement Survivor Benefit. If a Participant does
         not make any election with respect to the payment of the Pre-Retirement
         Survivor Benefit, then such benefit shall be paid in a lump sum.
         Despite the foregoing, if the Participant's Account Balance at the time
         of his or her death is less than $25,000, payment of the Pre-Retirement
         Survivor Benefit may be made, in the sole discretion of the Committee,
         in a lump sum or pursuant to an Annual Installment Method of not more
         than 5 years. The lump sum payment shall be made, or installment
         payments shall commence, no later than 60 days after the last day of
         the Plan Year in which the Committee is provided with proof that is
         satisfactory to the Committee of the Participant's death. Any payment
         made shall be subject to the Deduction Limitation.

                                    ARTICLE 7

                               Termination Benefit

7.1      Termination Benefit. Subject to the Deduction Limitation, the
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's Account Balance if a Participant experiences a
         Termination of Employment prior to his or her Retirement, death or
         Disability.

7.2      Payment of Termination Benefit. If the Participant's Account Balance at
         the time of his or her Termination of Employment is less than $25,000,
         payment of his or her Termination Benefit shall be paid in a lump sum.
         If his or her Account Balance at such time is equal to or greater than
         that amount, the Committee, in its sole discretion, may cause the
         Termination Benefit to be paid in a lump sum or pursuant to an Annual
         Installment Method of 5 years. The lump sum payment shall be made, or
         installment payments shall commence, no later than 60 days after the
         last day of the Plan Year in which the Participant experiences the
         Termination of Employment. Any payment made shall be subject to the
         Deduction Limitation.

                                    ARTICLE 8

                          Disability Waiver and Benefit

8.1      Disability Waiver.

(a)               Waiver of Deferral. A Participant who is determined by the
                  Committee to be suffering from a Disability shall be excused
                  from fulfilling that portion of the Annual Deferral Amount
                  commitment that would otherwise have been withheld from a
                  Participant's Base Annual Salary, Bonus and/or Directors Fees
                  for the remainder of the Plan Year during which the
                  Participant first suffers a Disability. During the period of
                  Disability, the Participant shall not be allowed to make any
                  additional deferral elections, but will continue to be
                  considered a Participant for all other purposes of this Plan.

(b)               Return to Work. If a Participant returns to employment, or
                  service as a Director, with an Employer, after a Disability
                  ceases, the Participant may elect to defer an Annual Deferral
                  Amount for the Plan Year following his or her return to
                  employment or service and for every Plan Year thereafter while
                  a Participant in the Plan; provided such deferral elections
                  are otherwise allowed and an Election Form is delivered to and
                  accepted by the Committee for each such election in accordance
                  with Section 3.3 above.

8.2      Continued Eligibility; Disability Benefit. A Participant suffering a
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed, or in the service of an Employer as a
         Director, and shall be eligible for the benefits provided for in
         Articles 4, 5, 6 or 7 in accordance with the provisions of those
         Articles. Notwithstanding the above, the Committee may, in its sole and
         absolute discretion and for purposes of this Plan only, and shall in
         the case of a Participant who is otherwise eligible to Retire, deem the
         Participant to have experienced a Termination of Employment, or in the
         case of a Participant who is eligible to Retire, to have Retired, at
         any time (or in the case of a Participant who is eligible to Retire, as
         soon as practicable) after such Participant is determined to be
         suffering a Disability, in which case the Participant shall receive a
         Disability Benefit equal to his or her Account Balance at the time of
         the Committee's determination; provided, however, that should the
         Participant otherwise have been eligible to Retire, he or she shall be
         paid in accordance with Article 5. The Disability Benefit shall be paid
         in a lump sum within 60 days of the Committee's exercise of such right.
         Any payment made shall be subject to the Deduction Limitation.

                                    ARTICLE 9

                             Beneficiary Designation

9.1      Beneficiary. Each Participant shall have the right, at any time, to
         designate one or more Beneficiaries to receive benefits payable under
         the Plan upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designation under any other plan of an Employer in which the
         Participant participates.

9.2      Beneficiary Designation; Change; Spousal Consent. A Participant shall
         designate a Beneficiary by completing and signing the Beneficiary
         Designation Form, and returning it to the Committee or its designated
         agent. A Participant shall have the right to change a Beneficiary
         designation by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures, as in effect from time to time. If the Participant names
         someone other than his or her spouse as a Beneficiary, a spousal
         consent, in the form designated by the Committee, must be signed by
         that Participant's spouse and returned to the Committee. Upon the
         acceptance by the Committee of a new Beneficiary Designation Form, all
         Beneficiary designations previously filed shall be canceled. The
         Committee shall be entitled to rely on the last Beneficiary Designation
         Form filed by the Participant and accepted by the Committee prior to
         his or her death.

9.3      Acknowledgment.  No  designation  or change in  designation  of a
         Beneficiary  shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

9.4      No Beneficiary Designation. If a Participant fails to designate a
         Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
         designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

9.5      Doubt as to Beneficiary. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

9.6      Discharge of Obligations. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.

                                   ARTICLE 10

                                Leave of Absence

10.1     Paid Leave of Absence. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount
         shall continue to be withheld during such paid leave of absence in
         accordance with Section 3.3.

10.2     Unpaid Leave of Absence. If a Participant is authorized by the
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and the Participant
         shall be excused from making deferrals until the earlier of the date
         the leave of absence expires or the Participant returns to a paid
         employment status. Upon such expiration or return, deferrals shall
         resume for the remaining portion of the Plan Year in which the
         expiration or return occurs, based on the deferral election, if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.

                                   ARTICLE 11

                     Termination, Amendment or Modification

11.1     Termination. Each Employer reserves the right to discontinue its
         sponsorship of the Plan and/or to terminate the Plan at any time with
         respect to one or more or all of its participating Employees and
         Directors, by action of its board of directors. Upon the termination of
         the Plan with respect to any Employer, the Plan Agreements of the
         affected Participants who are employed by that Employer, or in the
         service of that Employer as Directors, shall terminate and their
         Account Balances, determined as if they had experienced a Termination
         of Employment on the date of Plan termination or, if Plan termination
         occurs after the date upon which a Participant was eligible to Retire,
         then with respect to that Participant as if he or she had Retired on
         the date of Plan termination, shall be paid to the Participants as
         follows: Prior to a Change in Control, if the Plan is terminated with
         respect to all of its Participants, an Employer shall have the right,
         in its sole discretion, and notwithstanding any elections made by the
         Participant, to pay such benefits in a lump sum or pursuant to an
         Annual Installment Method of up to 15 years, with amounts credited and
         debited during the installment period as provided herein. If the Plan
         is terminated with respect to less than all of its Participants, an
         Employer shall be required to pay such benefits in a lump sum. After a
         Change in Control, the Employer shall be required to pay such benefits
         in a lump sum. The termination of the Plan shall not adversely affect
         any Participant or Beneficiary who has become entitled to the payment
         of any benefits under the Plan as of the date of termination; provided
         however, that the Employer shall have the right to accelerate
         installment payments without a premium or prepayment penalty by paying
         the Account Balance in a lump sum or pursuant to an Annual Installment
         Method using fewer years (provided that the present value of all
         payments that will have been received by a Participant at any given
         point of time under the different payment schedule shall equal or
         exceed the present value of all payments that would have been received
         at that point in time under the original payment schedule).

11.2     Amendment. Any Employer may, at any time, amend or modify the Plan in
         whole or in part with respect to that Employer by the action of its
         board of directors; provided, however, that: (i) no amendment or
         modification shall decrease or restrict the value of a Participant's
         Account Balance in existence at the time the amendment or modification
         is made, calculated as if the Participant had experienced a Termination
         of Employment as of the effective date of the amendment or modification
         or, if the amendment or modification occurs after the date upon which
         the Participant was eligible to Retire, the Participant had Retired as
         of the effective date of the amendment or modification, and (ii) no
         amendment or modification of this Section 11.2 or Section 12.2 of the
         Plan shall be effective. The amendment or modification of the Plan
         shall not affect any Participant or Beneficiary who has become entitled
         to the payment of benefits under the Plan as of the date of the
         amendment or modification; provided, however, that the Employer shall
         have the right to accelerate installment payments by paying the Account
         Balance in a lump sum or pursuant to an Annual Installment Method using
         fewer years (provided that the present value of all payments that will
         have been received by a Participant at any given point of time under
         the different payment schedule shall equal or exceed the present value
         of all payments that would have been received at that point in time
         under the original payment schedule).

11.3     Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the consent of the Participant.

11.4     Effect of Payment. The full payment of the applicable benefit under
         Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
         obligations to a Participant and his or her designated Beneficiaries
         under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12

                                 Administration

12.1     Committee Duties. Except as otherwise provided in this Article 12, this
         Plan shall be administered by a Committee which shall consist of the
         Board, or such committee as the Board shall appoint. Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make, amend, interpret, and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii) decide or resolve any and all questions including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

12.2     Administration Upon Change In Control. For purposes of this Plan, the
         Company shall be the "Administrator" at all times prior to the
         occurrence of a Change in Control. Upon and after the occurrence of a
         Change in Control, the "Administrator" shall be an independent third
         party selected by the Trustee and approved by the individual who,
         immediately prior to such event, was the Company's Chief Executive
         Officer or, if not so identified, the Company's highest ranking officer
         (the "Ex-CEO"). The Administrator shall have the discretionary power to
         determine all questions arising in connection with the administration
         of the Plan and the interpretation of the Plan and Trust including, but
         not limited to benefit entitlement determinations; provided, however,
         upon and after the occurrence of a Change in Control, the Administrator
         shall have no power to direct the investment of Plan or Trust assets or
         select any investment manager or custodial firm for the Plan or Trust.
         Upon and after the occurrence of a Change in Control, the Company must:
         (1) pay all reasonable administrative expenses and fees of the
         Administrator; (2) indemnify the Administrator against any costs,
         expenses and liabilities including, without limitation, attorney's fees
         and expenses arising in connection with the performance of the
         Administrator hereunder, except with respect to matters resulting from
         the gross negligence or willful misconduct of the Administrator or its
         employees or agents; and (3) supply full and timely information to the
         Administrator or all matters relating to the Plan, the Trust, the
         Participants and their Beneficiaries, the Account Balances of the
         Participants, the date of circumstances of the Retirement, Disability,
         death or Termination of Employment of the Participants, and such other
         pertinent information as the Administrator may reasonably require. Upon
         and after a Change in Control, the Administrator may be terminated (and
         a replacement appointed) by the Trustee only with the approval of the
         Ex-CEO. Upon and after a Change in Control, the Administrator may not
         be terminated by the Company.

12.3     Agents. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to any Employer.

12.4     Binding Effect of Decisions. The decision or action of the
         Administrator with respect to any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations promulgated hereunder shall be
         final and conclusive and binding upon all persons having any interest
         in the Plan.

12.5     Indemnity of Committee. All Employers shall indemnify and hold harmless
         the members of the Committee, any Employee to whom the duties of the
         Committee may be delegated, and the Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan, except in the case
         of gross negligence or willful misconduct by the Committee, any of its
         members, any such Employee or the Administrator.

12.6     Employer Information. To enable the Committee and/or Administrator to
         perform its functions, the Company and each Employer shall supply full
         and timely information to the Committee and/or Administrator, as the
         case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or circumstances of the Retirement, Disability, death or
         Termination of Employment of its Participants, and such other pertinent
         information as the Committee or Administrator may reasonably require.

                                   ARTICLE 13

                          Other Benefits and Agreements

13.1     Coordination with Other Benefits. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.

                                   ARTICLE 14

                                Claims Procedures

14.1     Presentation of Claim. Any Participant or Beneficiary (such Participant
         or Beneficiary being referred to below as a "Claimant") may deliver to
         the Committee a written claim for a determination with respect to the
         amounts distributable to such Claimant from the Plan. If such a claim
         relates to the contents of a notice received by the Claimant, the claim
         must be made within 60 days after such notice was received by the
         Claimant. All other claims must be made within 180 days of the date on
         which the event that caused the claim to arise occurred. The claim must
         state with particularity the determination desired by the Claimant.

14.2     Notification of Decision. The Committee shall consider a Claimant's
         claim within a reasonable time, not to exceed 60 days from the date the
         Committee received written notice of the claim, and shall notify the
         Claimant in writing:

(a)  that the Claimant's requested determination has been made, and that the
     claim has been allowed in full; or

(b)  that the Committee has reached a conclusion contrary, in whole or in part,
     to the Claimant's requested determination, and such notice shall include
     the following:

(i  the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such
     denial was based;

(iii)a description of any additional material or information necessary for the
     Claimant to perfect the claim, and an explanation of why such material or
     information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 14.3
     below.

14.3     Review of a Denied Claim. Within 60 days after receiving a notice from
         the Committee that a claim has been denied, in whole or in part, a
         Claimant (or the Claimant's duly authorized representative) may file
         with the Committee a written request for a review of the denial of the
         claim. Thereafter, but not later than 30 days after the review
         procedure began, the Claimant (or the Claimant's duly authorized
         representative):

(a)      may review pertinent documents;

(b)      may submit written comments or other documents; and/or

(c)      may request a hearing, which the Committee, in its sole discretion, may
         grant.

14.4     Decision on Review. The Committee shall render its decision on review
         promptly, and not later than 60 days after the filing of a written
         request for review of the denial, unless a hearing is held or other
         special circumstances require additional time, in which case the
         Committee's decision must be rendered within 120 days after such date.
         Such decision must contain the following:

(a)      the specific reasons for the decision;

(b)      the specific  reference(s)  to the pertinent Plan  provisions  upon
         which the decision was based; and

(c)      such other matters as the Committee deems relevant.

14.5     Legal Action. A Claimant's compliance with the foregoing provisions of
         this Article 14 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.

                                   ARTICLE 15

                                      Trust

15.1     Establishment of the Trust. The Company shall establish the Trust, and
         each Employer shall at least annually transfer to the Trust such assets
         as the Employer determines, in its sole discretion, are necessary to
         provide, on a present value basis, for its respective future
         liabilities created with respect to the Annual Deferral Amounts,
         Company Contribution Amounts, and Company Matching Amounts for such
         Employer's Participants for all periods prior to the transfer, as well
         as any debits and credits to the Participants' Account Balances for all
         periods prior to the transfer, taking into consideration the value of
         the assets in the trust at the time of the transfer.

15.2     Interrelationship of the Plan and the Trust. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employers, Participants and the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its obligations
         under the Plan.

15.3     Distributions From the Trust. Each Employer's obligations under the
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.

                                   ARTICLE 16

                                  Miscellaneous

16.1     Status of Plan. The Plan is intended to be a nonqualified plan within
         the meaning of Code Section 401(a) and is unfunded and is maintained by
         an employer primarily for the purpose of providing deferred
         compensation for a select group of management or highly compensated
         employees within the meaning of ERISA Sections 201(2), 301(a)(3) and
         401(a)(1). The Plan shall be administered and interpreted to the extent
         possible in a manner consistent with this intent.

16.2     Unsecured General Creditor. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and unsecured promise to pay
         money in the future.

16.3     Employer's Liability. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

16.4     Nonassignability. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, any amounts payable hereunder. No
         part of the amounts payable shall, prior to actual payment, be subject
         to seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

16.5     Not a Contract of Employment. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and a Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of any Employer, either as an
         Employee or a Director, or to interfere with the right of any Employer
         to discipline or discharge the Participant at any time.

16.6     Furnishing Information. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.

16.7     Terms. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

16.8     Captions. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

16.9     Governing  Law.   Subject  to  ERISA,  the  provisions  of  this  Plan
         shall  be  construed  and interpreted  according  to the  internal
         laws of the  State of  Colorado  without  regard to its conflicts of
         laws principles.

16.10    Notice. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                                   Chief Financial Officer
                                   Wild Oats Markets, Inc.
                                   3376 Mitchell Lane
                                   Boulder, Colorado 80301

         Such notice shall be deemed given as of the date of delivery, or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by registered or certified mail, to the last known address of
         the Participant. Such notice shall be deemed given as of the date of
         delivery, or, if delivery is made by mail, as of the date shown on the
         postmark on the receipt for registration or certification.

16.11    Successors. This Plan shall be binding upon and inure to the benefit of
         all the parties hereto, and, to the extent permitted by this Plan, to
         their respective heirs, legal representatives, successors, and assigns.

16.12    Spouse's Interest. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

16.13    Validity. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

16.14    Incompetent. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.

16.15    Court Order. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

16.16    Distribution in the Event of Taxation.

(a)  In General. If, for any reason, all or any portion of a Participant's
     benefits under this Plan becomes taxable to the Participant prior to
     receipt, a Participant may petition the Committee before a Change in
     Control, or the Trustee after a Change in Control, for a distribution of
     that portion of his or her benefit that has become taxable. Upon the grant
     of such a petition, which grant shall not be unreasonably withheld (and,
     after a Change in Control, shall be granted), a Participant's Employer
     shall distribute to the Participant immediately available funds in an
     amount equal to the taxable portion of his or her benefit (which amount
     shall not exceed a Participant's unpaid Account Balance under the Plan). If
     the petition is granted, the tax liability distribution shall be made
     within 90 days of the date when the Participant's petition is granted. Such
     a distribution shall affect and reduce the benefits to be paid under this
     Plan.

(b)  Trust. If the Trust terminates in accordance with its terms, and benefits
     are distributed from the Trust to a Participant in accordance therewith,
     the Participant's benefits under this Plan shall be reduced to the extent
     of such distributions.

16.17    Insurance. The Employers, on their own behalf or on behalf of the
         Trustee, and, in their sole discretion, may apply for and procure
         insurance on the life of the Participant, in such amounts and in such
         forms as the Trustee may choose. The Employers or the Trustee, as the
         case may be, shall be the sole owner and beneficiary of any such
         insurance. The Participant shall have no interest whatsoever in any
         such policy or policies, and at the request of the Employers shall
         submit to medical examinations and supply such information and execute
         such documents as may be required by the insurance company or companies
         to whom the Employers have applied for insurance.

16.18    Legal Fees To Enforce Rights After Change in Control. The Company and
         each Employer is aware that upon the occurrence of a Change in Control,
         the Board or the board of directors of a Participant's Employer (which
         might then be composed of new members) or a shareholder of the Company
         or the Participant's Employer, or of any successor corporation might
         then cause or attempt to cause the Company, the Participant's Employer
         or such successor to refuse to comply with its obligations under the
         Plan and might cause or attempt to cause the Company or the
         Participant's Employer to institute, or may institute, litigation
         seeking to deny Participants the benefits intended under the Plan. In
         these circumstances, the purpose of the Plan could be frustrated.
         Accordingly, if, following a Change in Control, it should appear to any
         Participant that the Company, the Participant's Employer or any
         successor corporation has failed to comply with any of its obligations
         under the Plan or any agreement thereunder or, if the Company, such
         Employer or any other person takes any action to declare the Plan void
         or unenforceable or institutes any litigation or other legal action
         designed to deny, diminish or to recover from any Participant the
         benefits intended to be provided, then the Company and the
         Participant's Employer irrevocably authorize such Participant to retain
         counsel of his or her choice at the expense of the Company and the
         Participant's Employer (who shall be jointly and severally liable) to
         represent such Participant in connection with the initiation or defense
         of any litigation or other legal action, whether by or against the
         Company, the Participant's Employer or any director, officer,
         shareholder or other person affiliated with the Company, the
         Participant's Employer or any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of __________,
1999.

                        "Company"

                        Wild Oats Markets, Inc., a Delaware  corporation

                        By: /s/
                        Title: _________________________________



Source: OneCLE Business Contracts.