<NOTE>

      FEE PAID VIA FEDWIRE

</NOTE>

                        Washington, D.C.
                     ______________________

                            Form S-8
                     Registration Statement
                              Under
                   The Securities Act of 1933
                     ______________________

                  The Colonial BancGroup, Inc.
     (Exact name of registrant as specified in its charter)

        Delaware                            63-0661573
(State of Incorporation)       (I.R.S. Employer Identification No.)

         One Commerce Street, Suite 800
           Montgomery, Alabama 36104            (334) 240-5000
(Address of principal executive offices)        (Telephone No.)

           The Colonial 401(k) and Profit Sharing Plan
                      (Full title of plan)

        W. Flake Oakley, IV                  Copies to:
Chief Financial Officer, Treasurer
          and Secretary                      Michael D. Waters
       Post Office Box 1108                  Miller, Hamilton, Snider & Odom
     Montgomery, Alabama 36102               One Commerce Street, Suite 802     
         (334) 240-6035                      Montgomery, Alabama 36103
(Name, address and telephone number          (334) 834-5550     
        of agent for service)               

                CALCULATION OF REGISTRATION FEE 

<TABLE>

<CAPTION>

<S>                     <C>              <C>                     <C>                      <C>
Title of Securities     Amount to be     Prop. Max. Offering     Prop. Max. Aggregate     Amount of Fee
to be Registered         Registered         Price Per Unit          Offering Price

Common Stock par 
value $2.50 per            500,000             $29.3125               $14,656,250          $5,053.88(1)
share

Participation 
Interests                    (2)                           

<FN>

(1) Calculated pursuant to Rule 457(h).

(2) In addition, pursuant to Rule 416(c) under the Securities Act
    of 1933, this registration statement also covers an indeterminate
    amount of interests to be offered or sold pursuant to the
    employee benefit plan described herein.

</FN>
</TABLE>

                             PART I

     The documents specified in Part I of Form S-8 are omitted in
accordance with the 'Note' to Part I of Form S-8.



                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The Registrant, The Colonial BancGroup, Inc., and The Colonial
401(k) and Profit Sharing Plan (the "Plan"), hereby incorporate,
the following documents by reference in this registration
statement:   All documents subsequently filed by the Registrant or
the Plan pursuant to sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof
from the date of filing of such documents:

     (a) The Registrant's and the Plan's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act that
contains audited financial statements for the registrant's and the
Plan's latest fiscal year for which such statements have been filed, 
i.e., the Annual Report on Form 10-K for the fiscal year ending 
December 31, 1994 except to the extent that items 7, 8 and 14 of such 
report are superceded by BancGroup's Form 8-K referred to in item 
(b)(4) below and the Plan's Form 11-K for the fiscal year ending 
December 31, 1994.

     (b)  (1)  The Registrant's quarterly reports on Form 10-Q for
               the quarters ended March 31, 1995 and June 30,
               1995;

          (2)  The Registrant's report on Form 8-K dated February
               21, 1995;

          (3)  The Registrant's report on Form 8-K/A dated April
               21, 1995;

          (4)  The Registrant's report on Form 8-K dated July 10,
               1995; and

     (c)  The Registrant's Form 8-A dated November 22, 1994,
effective February 22, 1995 containing a description of the
Registrant's common stock.

     Item 4.  Description of Securities.

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

     Certain legal issues respecting the shares of Common Stock of
the Registrant to be issued are being passed upon by the law firm
of Miller, Hamilton, Snider & Odom,  L.L.C. Post Office Box 46,
Mobile, Alabama 36601.  John C. H. Miller, Jr., a partner in such
firm,  is a director of the Registrant.  Mr. Miller owns 11,173
shares of Common Stock of the Registrant.  

     Item 6.  Indemnification of Directors and Officers.

     Pursuant to Section 145 of the Delaware General Corporation
Law, officers, directors, employees and agents of the Registrant
are entitled to indemnification against liabilities incurred while
acting in such capacities on behalf of the Registrant, including
reimbursement of certain expenses.  In addition, the Registrant
maintains an officers' and directors' insurance policy and a
separate indemnification agreement pursuant to which directors and 
certain officers of the registrant would be entitled to 
indemnification against certain liabilities, including
reimbursement of certain expenses.

     Item 7.  Exemption from Registration Claimed.

     Not applicable.

     Item 8.  Exhibits.

Exhibit No.               Description

   4.(A)       Article 4 of the Restated Certificate of
               Incorporation of the Registrant filed as Exhibit
               4.1 to the Registrant's Report on Form 8-K, dated
               February 21, 1995, and incorporated herein by
               reference.
               
   4.(B)       Article II of the Bylaws of the Registrant filed as
               Exhibit 4.2 to the Registrant's Report on Form 8-K,
               dated February 21, 1995, and incorporated herein by
               reference.
               
   4.(C)       The Colonial 401(k) and Profit Sharing Plan

   5.          Opinion of Miller, Hamilton, Snider & Odom, L.L.C.
               as to certain issues regarding the securities being
               registered.

     UNDERTAKING: The registrant has submitted a request to the Internal 
Revenue Service for a determination that the Plan, as amended, is a 
qualified plan under section 401 of the Internal Revenue Code. The 
registrant hererby undertakes that it will make all changes required 
by the IRS in order to qualify such plan. 

  23.(A)       Consents of Coopers & Lybrand.

  23.(B)       Consent of Miller, Hamilton, Snider & Odom, L.L.C.

    24         Power of attorney filed as Exhibit 25 of the
               Registrant's Annual Report on  Form 10-K for the
               fiscal year ending December 31, 1994 and
               incorporated  herein by reference.



     Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
     
     (i)  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

     (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;

     (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

     (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

     (b)  The undersigned registrant undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where applicable, each
filing of the Plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the registration 
statement shall be deemed to be a new registration statement relating 
to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions summarized in Item 6 of this Registration Statement, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue. 



                           SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Montgomery, Alabama, on the 2 day of October, 1995.

                               THE COLONIAL BANCGROUP, INC.

                                BY:     /s/ Robert E. Lowder
                                        Its Chairman of the Board
                                        of Directors, President and
                                        Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

SIGNATURES                               TITLE                  DATE

/s/ Robert E. Lowder
_____________________________     Chairman of the Board          **
Robert E. Lowder                  of Directors, President
                                  and Chief Executive Officer

/s/ W. Flake Oakley, IV
______________________________    Chief Financial Officer,       **
W. Flake Oakley, IV               Treasurer and Secretary


            *
______________________________     Director                      **
Young J. Boozer

            *
______________________________
William Britton                    Director                      **

            *
______________________________     Director                      **
Jerry J. Chesser

______________________________     Director                      **
Augustus K. Clements, III

            *
______________________________     Director                      **
Robert Craft  

            *
______________________________     Director                      **
Patrick F. Dye

            *
______________________________     Director                      **
Clinton O. Holdbrooks

            *
______________________________     Director                      **
D. B. Jones

            *
______________________________     Director                      **
Harold D. King

            *
______________________________     Director                      **
John Ed Mathison

            *
______________________________     Director                      **
Milton McGregor

            *
______________________________     Director                      **
John C. H. Miller, Jr.

            *
______________________________     Director                      **
Joe D. Mussafer

            *
______________________________     Director                      **
William E. Powell, III
            *
______________________________     Director                      **
Jack H. Rainer

            *
______________________________     Director                      **
Frances E. Roper

            *
______________________________     Director                      **
Ed V. Welch

*    The undersigned, acting pursuant to a power of attorney, has
     signed this registration statement on form S-8 for and on
     behalf of the persons indicated above as such persons true and
     lawful, attorney-in-fact and in their names, places and stead,
     in the capacities indicated above and on the date indicated
     below.

/s/  W. Flake Oakley, IV
________________________
     W. Flake Oakley, IV
     Attorney-in-Fact


**Date: October 2, 1995


                          EXHIBIT INDEX

  EXHIBIT                                                            PAGE

Ex-4.(A)        Article 4 of the Restated Certificate of
                Incorporation of the Registrant filed as Exhibit
                4.1 to the Registrant's Report on Form 8-K, dated
                February 21, 1995, and incorporated herein by
                reference.

Ex-4.(B)        Article II of the Bylaws of the Registrant filed as
                Exhibit 4.2 to the Registrant's Report on Form 8-K,
                dated February 21, 1995, and incorporated herein by
                reference.

Ex-4.(C)        The Colonial 401(k) and Profit Sharing Plan

Ex-5.           Opinion of Miller, Hamilton, Snider & Odom, L.L.C.
                as to certain issues regarding the securities being
                registered.

Ex-23.(A)       Consents of Coopers & Lybrand

Ex-23.(B)       Consent of Miller, Hamilton, Snider & Odom, L.L.C.

Ex-24           Power of Attorney filed as Exhibit 25 to the
                Registrant's Annual Report on Form 10-K for the
                fiscal year ending December 31, 1994, and
                incorporated herein by reference.

                             Ex-4.(A)

     Article 4 of the Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 4.1 to the Registrant's Report on Form
8-K, dated February 21, 1995, is incorporated herein by reference.

                             Ex-4.(B)

     Article II of the Bylaws of the Registrant, filed as Exhibit
4.2 to the Registrant's Report on Form 8-K, dated February 21,
1995, is incorporated herein by reference.

                             Ex-4.(C)

                     THE COLONIAL 401(k) AND

                       PROFIT SHARING PLAN

                      Amended and Restated
                    Effective January 1, 1991

                     THE COLONIAL 401(k) AND

                       PROFIT SHARING PLAN

Introduction

Effective October 1, 1983, The Colonial Company (the Company),
adopted The Colonial Company Thrift Plan and Trust Agreement (the
Plan), which provided for profit sharing contributions and employee
after-tax contributions.  Effective January 1, 1986, the Plan was
amended and restated to change the employee after-tax contributions
to before-tax contributions under Section 401(k) of the Internal
Revenue Code (the Code) and to provide for Company matching
contributions.  The name of the Plan was changed to The Colonial
Company Employees' Incentive Savings Plan.  Effective January 1,
1987, the name of the Plan was changed to The Colonial Company
Profit Sharing Plan.  Effective January 1, 1991, the name of the
Plan is again changed to The Colonial 401(k) and Profit Sharing
Plan.

Other amendments to the 1986 restated Plan were as follows:  (1)
Amendment No. 1 effective January 1, 1987 and January 1, 1988, (2)
Amendment No. 2 effective January 1, 1987 and January 1, 1988, (3)
Amendment No. 3 effective January 1, 1987, (4) Amendment No. 4
effective August 1, 1988, (5) Amendment No. 5 effective January 1,
1989, and (6) Amendment No. 6 effective  January 1, 1988.

Effective January 1, 1991, the Plan is amended and restated to
incorporate the six amendments made since the January 1, 1986
restatement, and to comply with amendments made to the Code and the
Employee Retirement Income Security Act (ERISA) by the Tax Reform
Act of 1986, the Omnibus Budget Reconciliation Act of 1986, the
Technical and Miscellaneous Revenue Act of 1988, the Unemployment
Compensation Act of 1992, the Omnibus Budget Reconciliation Act of
1993, and Treasury Department Regulations, Department of Labor
Regulations, and other publications issued under those statutes.

The procedures for qualifying and administering domestic relations
orders are set forth in Addendum A.  The Addendum is attached to
the main document, and is an integral part of the Plan.

The rights of any employee who terminated employment before the
effective date of this restatement of the Plan will be governed by
the Plan as in effect on the employee's termination date.  All
other Participants will be entitled to benefits payable under the
Plan as amended and in effect on January 1, 1991.

                     THE COLONIAL 401(k) AND
                       PROFIT SHARING PLAN

                        Table of Contents

                                                               Page
ARTICLE 1  - DEFINITIONS

     1.1     ACP Test                                           1
     1.2     ADP Test                                           1
     1.3     Accounts                                           1
             (a)   Employer Contribution Accounts               1
             (b)   Employee Contribution Accounts               2
             (c)   Rollover Account                             3
     1.4     Actual Contribution Ratio (ACR)                    3
     1.5     Actual Deferral Ratio (ADR)                        3
     1.6     Addenda                                            3
     1.7     Adoption Agreement                                 3
     1.8     Affiliated Company                                 4
     1.9     After-Tax Account                                  4
     1.10    Average Contribution Percentage (ACP)              4
     1.11    Average Deferral Percentage (ADP)                  4 
     1.12    Before-Tax Account                                 4
     1.13    Before-Tax Contribution                            4
     1.14    Board                                              4
     1.15    Break in Service                                   4
     1.16    Code                                               4
     1.17    Committee                                          5
     1.18    Company                                            5
     1.19    Company Stock                                      5
     1.20    Compensation                                       5
             (a)   Contributions and Nondiscrimination 
                   Testing                                      5
             (b)   Code Section 415 Limitations and 
                   Deductibility of Employer Contributions      6
             (c)   Statutory Cap                                6
     1.21    Contributions                                      7
             (a)   Employer Contributions                       7
             (b)   Before-Tax Contributions                     8
             (c)   Rollover Contributions                       9
     1.22    Controlled Group                                   9
     1.23    Disability                                         9
     1.24    Effective Date                                     9
     1.25    Eligible Employee (or Employee)                    9
     1.26    Employer                                          10
     1.27    Employer Contribution Accounts                    10
     1.28    Employer Contributions                            10
     1.29    Employment                                        10
     1.30    Employment Date                                   10
     1.31    Enrollment Date                                   10
     1.32    ERISA                                             11
     1.33    Excess ACP Contributions                          11
     1.34    Excess ADP Deferrals                              11
     1.35    Excess Dollar Deferrals                           11
     1.36    Family Unit                                       11
     1.37    Five-Year Break                                   11
     1.38    HCE Group                                         12
     1.39    Highly Compensated Employee (HCE)                 12
             (a)   Applicable Definitions                      12
             (b)   Identifying HCEs                            13
             (c)   Indexing                                    15
             (d)   Family Aggregation Rules                    15
     1.40    Hours of Service                                  15
             (a)   Periods of Credit                           15
             (b)   Periods of No Credit                        16
             (c)   Crediting Hours of Service - General Rule   17
             (d)   Crediting Hours of Service - Special Rules  17
     1.41    Matching Account                                  19
     1.42    Matching Contribution                             19
     1.43    NCE Group                                         19
     1.44    Nonhighly Compensated Employee (NCE)              19
     1.45    Normal Retirement Age                             19
     1.46    One-Year Break                                    19
     1.47    Participant                                       20
     1.48    Plan                                              20
     1.49    Plan Administrator                                20
     1.50    Plan Year                                         20
     1.51    Pre-1987 Vested Account                           20
     1.52    Profit Sharing Account                            20
     1.53    Profit Sharing Contribution                       20
     1.54    Required Beginning Date                           20
             (a)   Participant                                 20
             (b)   Beneficiaries                               21
     1.55    Rollover Account                                  21
     1.56    Rollover Contribution                             21
     1.57    Safe Harbor Account                               21
     1.58    Safe Harbor Contribution                          22
     1.59    Spouse                                            22
     1.60    Termination Date                                  22
     1.61    Trust (or Trust Fund)                             22
     1.62    Trustee                                           22
     1.63    Valuation Date                                    22
     1.64    Vested Percentage                                 23
     1.65    Vesting Service                                   23
     1.66    Years of Service                                  23 
             (a)   Employment With A Controlled Group Member   23
             (b)   Period Before An Employer Adopted the Plan  23
             (c)   Employment Before A Five-Year Break         23

ARTICLE 2  - ELIGIBILITY

     2.1     Eligibility                                       25
             (a)   Before 1991                                 25
             (b)   After 1990                                  25
     2.2     Participation Upon Reemployment                   25
             (a)   Fully Vested Participant                    25
             (b)   Partially Vested Participant                26
             (c)   Nonvested Participants                      27
             (d)   Nonparticipating Employees                  28
     2.3     Leased Employees                                  28

ARTICLE 3  - CONTRIBUTIONS

     3.1     Employee Contributions                            30
             (a)   Before-Tax Only                             30
             (b)   Vesting                                     31
             (c)   Election to Participate                     31
     3.2     Employer Contributions                            34
             (a)   Matching Contribution                       34
             (b)   Profit Sharing Contribution                 34
             (c)   Safe-Harbor Contribution                    34
             (d)   Vesting                                     37
             (e)   Forfeiture                                  38
             (f)   Exclusive Benefit of Participants           38
             (g)   Deductibility                               39
             (h)   Payment to the Trustee                      39 
             (i)   Return of Employer Contributions            40
     3.3     Rollover Contributions                            40
             (a)   Eligible Rollover Distribution              40
             (b)   Rollover or Direct Plan Transfer            41
             (c)   Timing                                      41
             (d)   Required Information                        41
             (e)   Prohibited Rollovers and Transfers          42
             (f)   Refund of Prohibited Rollovers              42
             (g)   Reliance on Participant's Representations   42

ARTICLE 4  - INDIVIDUAL ACCOUNTS

     4.1     Adjustments to Account Balances                   44
             (a)   Regular Valuation Dates                     44
             (b)   Special Valuation Dates                     45
             (c)   Valuations Binding                          45
             (d)   Allocation Date                             45
             (e)   Statement of Account Balances               45
             (g)   Correction of Mistakes                      45
     4.2     Investment Election                               47
             (a)   Available Funds                             47
             (b)   Liquidity                                   48
             (c)   Participant Elections                       48
             (d)   Failure to Elect                            48
             (e)   Allocation of Earnings                      49
             (f)   Special Election Date                       49
             (g)   Voting of Company Stock                     49

ARTICLE 5  - INSERVICE WITHDRAWALS

     5.1     Limitation on Frequency of Inservice
             Withdrawals                                      50
     5.2     Withdrawal Fee                                   50
     5.3     Inservice Withdrawal from After-Tax
             and Pre-1987 Vested Accounts                     50
     5.4     Inservice Withdrawal After Age 59 1/2            51
     5.5     Inservice Withdrawal After Age 70 1/2            51
     5.6     Hardship Withdrawals                             52
             (a)   Application                                52
             (b)   Available Amount                           53
             (c)   Immediate and Heavy Financial Need         53
             (d)   No Other Available Resources               54
             (e)   Nondiscrimination                          55
             (f)   Reliance on Participant's Representations  55

ARTICLE 6  - POST-EMPLOYMENT DISTRIBUTIONS

     6.1     Payment Events                                   56
             (a)   Retirement                                 56
             (b)   Termination of Employment Before Age 65    57
             (c)   Disability                                 57
             (d)   Death                                      57
     6.2     Amount, Form and Timing of Payment               57
             (a)   Application for and Timing of Payment      57
             (b)   Right to Defer Payment                     58
             (c)   Amount of Payment                          58
             (d)   Form of Payment                            59
             (e)   Medium of Payment                          59
             (f)   Withdrawal Fee                             59
             (g)   Direct Rollover                            59
             (h)   Constructive Cash-Out                      60
             (i)   Latest Payment Date                        60
             (j)   Compliance with Code Section 401(a)(9)     61
     6.3     Designation of Beneficiaries                     61
             (a)   Procedure                                  61
             (b)   Waiver of Spouse's Rights                  62
             (c)   Judicial Determination                     62
     6.4     Payment to the Participant's Representative      63
     6.5     Unclaimed Benefits                               63


ARTICLE 7  - LIMITATIONS ON ALLOCATIONS
      7.1    Excess Dollar Deferrals                          64
             (a)   Time of Refund                             64
             (b)   Reporting Form                             65
             (c)   Order of Refunds                           65
             (d)   Inclusion of ADP Test                      65
             (e)   Inclusion in Annual Addition               66
             (f)   Determination of Earnings                  66
      7.2    Nondiscrimination Tests                          66
             (a)   ADP Test                                   66
             (b)   ACP Test                                   68
             (c)   Multiple Use                               69
             (d)   Multiple Use Test                          69
             (e)   Correction of Excess ADP Contributions
                   and Excess ACP Contributions               69
             (f)   Family Aggregation Rules                   72
             (g)   Excess Annual Addition                     74
      7.3    Code Section 415 Limitation                      74
             (a)   Applicable Definitions                     74  
             (b)   Treatment of Excess Annual Additions       76
             (c)   Combined Plan Limitation                   77
             (d)   Combining of Plans                         79
             (e)   Controlled Group                           79
             (f)   Compliance With Code Section 415           80
      7.4    Top-Heavy Rules                                  80
             (a)   Definitions                                80
             (b)   Determination of Top-Heavy Status          83
             (c)   Plan Operation During Top-Heavy Status     84

ARTICLE 8  - AMENDMENT, TERMINATION AND MERGER

      8.1    Amendment                                        87
             (a)   Procedure                                  87
             (b)   Prohibited Amendments                      87
      8.2    Termination of the Plan                          88
             (a)   Right to Terminate                         88
             (b)   Full Vesting                               88
             (c)   Provision for Benefits Upon Plan
                   Termination                                89
             (d)   Surplus Reversion                          89
      8.3    Plan Merger                                      90

ARTICLE 9  - ADMINISTRATION

      9.1    Allocation of Fiduciary Responsibilities         91
             (a)   Company and Employers                      91
             (b)   The Committee                              91
             (c)   The Trustee                                95
      9.2    Expenses                                         96
      9.3    Indemnification                                  96
      9.4    Claims Procedure                                 96
             (a)   Application for Benefits                   97
             (b)   Action on Application                      97
             (c)   Claim Review                               98

ARTICLE  - MISCELLANEOUS

     10.1    Headings                                        100
     10.2    Construction                                    100
     10.3    Qualification for Continued Tax-Exempt Status   100
     10.4    Nonalienation                                   100
     10.5    No Employment Rights                            101
     10.6    No Enlargement of Rights                        101
     10.7    Withholding for Taxes                           101


                            ARTICLE 1
                           Definitions

As used in the Plan, the following words and phrases and any
derivatives thereof will have the meanings set forth below unless
the context clearly indicates otherwise.  Definitions of other
words and phrases are set forth throughout the Plan.  Section
references indicate sections of the Plan unless otherwise stated. 
The masculine pronoun includes the feminine, and the singular
number includes the plural and the plural the singular, whenever
applicable.

 1.1   ACP Test.  See Subsection 7.2 (b).

 1.2   ADP Test.  See Subsection 7.2 (a).

 1.3   Accounts.  The Committee will maintain the following
       Accounts for each Participant for accounting purposes only,
       and will not segregate Plan assets among Accounts.

       (a)  Employer Contribution Accounts.  Each Participant will
            have one or more of the following Employer Contribution
            Accounts, which will be funded from his Employer's
            general treasury.

            (1)  Matching Account.  The account to record the
                 Matching Contributions allocated to the
                 Participant's Account under Section 3.2, and any
                 attributable earnings, which will be subject to
                 the vesting schedule set forth in Subsection
                 3.2(d).

            (2)  Profit Sharing Account.  The account to record
                 the Employer's Profit Sharing Contributions made
                 from time to time within the Employer's
                 discretion under Section 3.2, and any
                 attributable earnings, which will be subject to
                 the vesting schedule set forth in Subsection
                 3.2(d).

            (3)  Safe-Harbor Contributions Account.  The account
                 to record the Participant's allocations of any
                 Safe-Harbor Contributions made from time to time
                 under Section 3.2 as the Committee determines to
                 be necessary to avoid violating the ADP Test
                 and/or the ACP Test, and any attributable
                 earnings, which will be fully vested at all
                 times.

            (4)  Pre-1987 Vested Account.  The account to hold the
                 Participant's allocations of Employer
                 Contributions made for all Plan Years before
                 1987, and earnings on those allocations, which
                 will be fully vested at all times.

       (b)  Employee Contribution Accounts.

            (1)  Before-Tax Account.  Each Participant will have a
                 Before-Tax Account to hold his own elected salary
                 reduction contributions made on a before-tax
                 basis under Section 3.1, and any attributable
                 earnings.

            (2)  After-Tax Account.  Each Participant who made
                 after-tax contributions before the Plan stopped
                 accepting them effective January 1, 1986, will
                 have an After-Tax Account to hold those
                 contributions and any attributable earnings.

       (c)  Rollover Account.  The account to record any Rollover
            Contributions made by the Participant under Section
            3.3, and any attributable earnings.

 1.4   Actual Contribution Ratio (ACR).  See Subsection 7.2(b)(1).

 1.5   Actual Deferral Ratio (ADR).  See Subsection 7.2(a)(1).

 1.6   Addenda.  Addendum A sets forth the procedures for
       qualifying and administering domestic relations orders. The
       Addendum is an integral part of the Plan.

 1.7   Adoption Agreement.  The written document by which an
       Employer adopts the Plan, and which specifies any Years of
       Service granted for periods before the effective date of the
       Employer's adoption.

 1.8   Affiliated Company.  Each corporation or entity under less
       than 80 percent common control with the Company or with a
       Controlled Group member, which has adopted and is
       maintaining the Plan.

 1.9   After-Tax Account.  See Subsection 1.3(b)(2).

1.10   Average Contribution Percentage (ACP).  See Subsection
       7.2(b)(2).

1.11   Average Deferral Percentage (ADP).  See Subsection
       7.2(a)(2).

1.12   Before-Tax Account.  See Subsection 1.3(b)(1).

1.13   Before-Tax Contribution.  See Subsection 1.21(b).

1.14   Board.  The Board of Directors of the Company.

1.15   Break in Service.  See Section 1.37 Five-Year Break and
       Section 1.46 One-Year Break.

1.16   Code.  The Internal Revenue Code of 1986 as amended from
       time to time, and regulations and rulings issued under the
       Code.

1.17   Committee.  The Administrative Committee, which will serve
       as the Plan Administrator and will have primary
       responsibility for administering the Plan under Article 9.

1.18   Company.  The Colonial Company, a Delaware corporation, and
       its successor or assign which adopts the Plan, which is the
       sponsor of this Plan as it exists from time to time as a
       single employer, and as it exists from time to time as a
       multiple employer plan.

1.19   Company Stock.  Shares of the common stock of an Employer.

1.20   Compensation.  Compensation will have the following meanings
       for the following purposes; provided that this definition is
       intended to be a safe-harbor definition under Code Section
       414(s).

       (a)  Contributions and Nondiscrimination Testing.  The
            taxable earnings paid by the Employer to the
            Participant and reported on his Form W-2 for the
            portion of the Plan Year when he participates in the
            Plan.  Compensation will include (a) basic salary or
            wages, (b) overtime pay, (c) bonuses, (d) commissions,
            and (e) amounts deferred under Code Sections 401(k)
            and/or 125 pursuant to the Participant's salary
            reduction agreement.  Compensation will exclude (a)
            Employer-paid contributions under this Plan and any
            deferred compensation plan to the extent not currently
            taxable to the Participant, (b) cash and noncash fringe
            benefits, (c) reimbursements and expense allowances,
            (d) moving expenses, (e) welfare benefits, and (f)
            other amounts which receive special tax benefits.

       (b)  Code Section 415 Limitations and Deductibility of
            Employer Contributions.  For purposes of the Code
            Section 415 Limitations described in Section 7.3, and
            the deduction limitation on Employer Contributions
            described in Subsection 3.2(g), Compensation is the
            amount paid by the Employer to the Participant and
            reported as taxable income on his Form W-2 for the Plan
            Year, which amount will exclude Before-Tax
            Contributions and Employer Contributions to this Plan
            and salary reduction amounts contributed to any other
            plan maintained by an Employer under Code Sections 125
            and 401(k).

       (c)  Statutory Cap.

            (1)  1989 - 1993 Plan Years.  For Plan Years 1989
                 through 1993, each Participant's Compensation
                 taken into account for all purposes under the
                 Plan will be limited to $200,000 (as indexed
                 under Code Section 415(d)).

            (2)  Plan Years after 1993.  Beginning as of the first
                 day of the 1994 Plan Year, each Participant's
                 Compensation taken into account for all purposes
                 under the Plan will be limited to $150,000 (as
                 indexed under Code Section 401(a)(17))

            (3)  Family Unit Aggregation.  For purposes of the
                 statutory cap, the Plan will aggregate the
                 Compensation of (A) each Employee who either is a
                 5-per-cent owner or is among the 10 highest-paid
                 Employees, and (B) his Spouse and/or his lineal
                 descendants who have not reached age 19 as of the
                 last day of the Plan Year.  The Committee will
                 allocate the statutory cap among the members of
                 any Family Unit in proportion to each member's
                 actual Compensation.

            (4)  No Proration.  The Plan will not prorate the
                 statutory cap on Compensation for any Participant
                 who participates in the Plan for less than a full
                 Plan Year.

1.21   Contributions.  The Trustee will accept the following
       Contributions to the Plan (the Plan has not permitted
       Participants to make after-tax contributions since 1985):

       (a)  Employer Contributions.  The total of the Participant's
            allocations of the following Contributions made by an
            Employer for the Plan Year:

            (1)  Matching Contribution.  An amount equal to 50
                 percent of the first 6 percent of Compensation
                 contributed by each Participant for the Plan Year
                 and not withdrawn during the Plan Year , provided
                 that he is in active Employment on the last day
                 of the Plan Year.  The Employer will not match
                 any Before-Tax Contribution which exceeds 6
                 percent of the Participant's Compensation for any
                 pay period.

            (2)  Profit Sharing Contribution.  An amount which, in
                 the Committee's discretion, may be contributed
                 from the Employers' profits from time to time
                 under Subsection 3.2(b) and allocated as a
                 percentage of Compensation to each Eligible
                 Employee who is in Employment on the last day of
                 the Plan Year for which the Contribution is made.
 
            (3)  Safe-Harbor Contribution.  In any Plan Year, an
                 Employer may make a Safe-Harbor Contribution in
                 the amount the Committee determines to be
                 necessary to avoid violating the ADP Test and/or
                 the ACP Test, which will be allocated under one
                 of the methods described in Section 3.2.
       (b)  Before-Tax Contributions.  An amount equal to a whole
            percentage not less than 2 percent nor greater than 10
            percent of the Participant's Compensation for the Plan
            Year, which he elects to contribute under Section 3.1
            on a before-tax basis.

       (c)  Rollover Contributions.  An amount transferred to this
            Plan from another qualified retirement plan or conduit
            individual retirement account or plan, under Section
            3.3.

1.22   Controlled Group.  Each Employer and each member of the
       group of corporations or entities under at least 80 percent
       common control by or with the Employer, within the meaning
       of Code Sections 414(b) and (c), and any affiliated service
       group within the meaning of Code Section 414(m) which
       includes an Employer.

1.23   Disability.  
       A physical or mental incapacity which qualifies the
       Participant for benefits under an Employer's long-term
       disability plan.  The beginning date of the Participant's
       Disability is the date he stops earning Compensation.

1.24   Effective Date.  The Effective Date of the Plan is October
       1, 1983.  The Effective Date of this amendment and
       restatement of the Plan is January 1, 1991.

1.25   Eligible Employee (or Employee).   An Eligible Employee is
       any individual employed to perform personal services for an
       Employer, who works at least 1,000 per year, whose
       performance is subject to the Employer's control, and who
       has met the eligibility requirements set forth in Section
       2.1.  The following individuals will be treated as employees
       who are not eligible to participate in the Plan:  (a) those
       who are in a unit of employees covered by a collective
       bargaining agreement between an employee representative and
       an Employer, unless otherwise provided in the agreement; (b)
       leased employees within the meaning of Code Section 414(n),
       and (c) independent contractors. 

1.26   Employer.  The Company, each Controlled Group member which
       has adopted the Plan, and each Affiliated Company which has
       adopted the Plan.

1.27   Employer Contribution Accounts.  See Subsection 1.3(a).

1.28   Employer Contributions.  See Subsection 1.21(a).

1.29   Employment.  The period during which an Eligible Employee is
       regularly employed by an Employer.

1.30   Employment Date.  The date on which the Eligible Employee
       earned his first Hour of Service during his initial
       Employment, or the date on which he resumed Employment after
       a Five-Year Break which caused him to lose his pre-break
       Years of Service.

1.31   Enrollment Date.  Each January 1, April 1, July 1 and
       October 1.

1.32   ERISA.  The Employee Retirement Income Security Act of 1974,
       as amended from time to time, and regulations and rulings
       under ERISA.

1.33   Excess ACP Contributions.  Matching Contributions which have
       caused the Plan to fail the ACP Test described in Subsection
       7.2(b) for the Plan Year.

1.34   Excess ADP Deferrals.  Before-Tax Contributions which have
       caused the Plan to fail the ADP Test described in Subsection
       7.2(a) for the Plan Year.

1.35   Excess Dollar Deferrals.  The total annual amount of
       Before-Tax Contributions which any Participant makes under
       this Plan for any calendar year, which in the aggregate
       exceeds $7,000 as indexed to the CPI beginning in 1988.

1.36   Family Unit.  An active or former Eligible Employee who is
       a 5-percent owner of any Controlled Group member or an
       active Eligible Employee who is among the 10 highest-paid
       employees in the Controlled Group, and such individual's
       Spouse and lineal ascendants and descendants and their
       spouses who are also Eligible Employees.  An individual who
       is an HCE or NCE and is otherwise an Eligible Employee will
       be included in the Family Unit although he may be excluded
       for purposes of determining the Top-Paid Group under
       Subsection 1.39(a)(3).

1.37   Five-Year Break.  Five consecutive One-Year Breaks.

1.38   HCE Group.  The Committee will determine the HCE Group for
       each Employer, with respect to that Employer's Controlled
       Group.  The HCE Group will include the entire group of
       Eligible Employees in each Controlled Group who are Highly
       Compensated Employees (HCEs) for the Plan Year.

1.39   Highly Compensated Employee (HCE).

       (a)  Applicable Definitions.  For purposes of this Section,
            the following terms will have the meanings set forth
            below.

            (1)  Determination Year.  The Plan Year for which the
                 HCE Group is being identified.

            (2)  Look-Back Year.  The Plan Year preceding the
                 Determination Year.

            (3)  Top-Paid Group.  The highest-paid 20 percent of
                 all active employees in the Controlled Group for
                 the Plan Year; provided that to determine the
                 number of employees who make up 20 percent (but
                 not the identity of the highest-paid 20-percent),
                 the Committee may exclude Controlled Group
                 employees who either: (A) are under age 21; (B)
                 have fewer than 6 months of service; (C) normally
                 work fewer than 17-1/2 hours per week; (D)
                 normally work no more than 6 months per Plan
                 Year; (E) are included in a collective bargaining
                 unit; or (F) are nonresident aliens with no U.S.
                 source income.

            (4)  Top-100 Group.  The highest-paid 100 Controlled
                 Group employees who either (A) receive more than
                 $75,000 Compensation (indexed), (B) receive more
                 than $50,000 Compensation (indexed) and are in
                 the Top-Paid Group, or (C) officers as described
                 below in Subsection (b)(1)(D).

       (b)  Identifying HCEs.  The following three groups of
            Employees will be included in the HCE Group for the
            Determination Year.

            (1)  HCE Status in the Look-Back Year.  The HCE Group
                 will include any Employee who, during the
                 Look-Back Year, either:

                 (A)  was a 5-percent owner of any Controlled
                      Group member;

                 (B)  received more than $75,000 Compensation
                      (indexed);

                 (C)  received more than $50,000 Compensation
                      (indexed), and was in the Top-Paid Group as
                      defined in Subsection (a); or

                 (D)  was an officer (a high-level policy-making
                      executive) and received more than $45,000
                      Compensation (indexed), provided that the
                      maximum number of officers will be the
                      lesser of (i) 50, or (ii) the greater of 3
                      or 10 percent of the total number of
                      Employees.

            (2)  HCE Status in the Determination Year.  Regardless
                 of his status in the Look-Back Year, the HCE
                 Group will include any Employee who, in the
                 Determination Year, either:

                 (A)  is a 5-percent owner of any Controlled Group
                      member; or

                 (B)  is in the Top-100 Group.

            (3)  HCE Status of Former Employees.  The Employee who
                 terminated Employment after 1986 and who was an
                 HCE at any time after he reached age 55 or when
                 he terminated, and who resumes Employment, will
                 be treated as an HCE for the first whole or
                 partial Plan Year after his rehire.  After the
                 first Plan Year of his rehire, the Committee will
                 determine his status under Subsection (b)(1) or
                 (b)(2) as applicable.  Until his rehire, the
                 Committee will not take him into account for
                 purposes of determining the Top-Paid Group or the
                 Top-100 Group, or for any other purpose.

       (c)  Indexing.  The $75,000, $50,000 and $45,000
            Compensation amounts will be indexed to the CPI under
            Code Section 415(d) beginning in 1988.

       (d)  Family Aggregation Rule.  For purposes of determining
            HCE status, the group of Employees in a Family Unit
            will be treated as if they were a single Employee
            receiving the amount of Compensation being received in
            the aggregate by all members of the Family Unit.  The
            Committee will determine the highest-paid 100 employees
            and the Top-Paid Group before it aggregates
            Compensation, and will apply the aggregation
            requirement separately to the Look-Back Year and the
            Determination Year.

1.40   Hours of Service.

       (a)  Periods of Credit.  Hours of Service will be credited
            for the following:

            (1)  Working Hours.  Each hour for which the Employee
                 is paid or entitled to payment by an Employer for
                 the performance of duties.

            (2)  Nonworking Hours.  Each hour for which the
                 Employee is paid or is entitled to payment by an
                 Employer on account of a period of time during
                 which no duties are performed due to vacation,
                 holiday, illness, incapacity, layoff, jury duty,
                 military duty, or leave of absence, whether or
                 not his Employment has terminated.

            (3)  Back Pay.  Each hour for which back pay, without
                 regard to mitigation of damages, is either
                 awarded or agreed to by an Employer.

       (b)  Periods of No Credit.  Hours of Service will not be
            credited for the following:

            (1)  Nonpayment.  Periods during which the Employee is
                 neither paid nor entitled to payment by an
                 Employer.

            (2)  Limited Number.  Hours in excess of 501 in a
                 single continuous period during which no duties
                 are performed, except as provided in Subsection
                 (d).

            (3)  Statutory Payments.  Hours for which payment is
                 made or due under a plan maintained solely for
                 the purpose of complying with applicable workers'
                 compensation, unemployment compensation, or
                 disability insurance laws.

            (4)  Back Pay.  Back pay where credit has already been
                 given for the hours to which the back pay
                 relates.

            (5)  Medical Expenses.  A payment which solely
                 reimburses an Employee for medical or medically
                 related expenses incurred by him.

       (c)  Crediting Hours of Service - General Rule.  Hours of
            Service will be credited to the period in which the
            duties to which they relate are performed, or the
            period when no duties are performed, as applicable. 
            The Plan will use payroll records to determine Hours of
            Service for each Employee for whom the Employer records
            actual hours worked.  For the Employee for whom the
            Employer does not record actual hours worked, the Plan
            will credit 45 Hours of Service for each week in which
            he is credited with any Hours of Service.

       (d)  Crediting Hours of Service - Special Rules.

            (1)  Parental Leave.  Solely for purposes of
                 determining whether a One-Year Break has
                 occurred, the Plan will credit Hours of Service
                 for periods during which an Employee is absent
                 from work by reason of pregnancy, child birth,
                 child adoption, and/or child care immediately
                 following birth or adoption.  The number of Hours
                 of Service credited to the employee will be the
                 number of hours that would have been credited if
                 the absence had not occurred, or if such number
                 cannot be determined, then 8 Hours of Service
                 will be credited for each day of the absence,
                 provided that the total number of such Hours of
                 Service will not exceed 501.  Such Hours of
                 Service will be credited to the Plan Year in
                 which the absence begins only if that credit is
                 necessary to avoid a One-Year Break in that Plan
                 Year; otherwise credit will be given in the
                 immediately following Plan Year.  No credit will
                 be given under this subsection unless the
                 Employee timely provides to the Committee all
                 information reasonably required to establish (A)
                 that the absence is for a reason described in
                 this subsection and (B) the number of days of
                 absence attributable to such reason.

            (2)  Military Leave.  For purposes of eligibility and
                 vesting under the Plan, the Plan will credit each
                 Participant who returns from military leave with
                 Hours of Service, as if his active Employment had
                 continued during the period of his military duty
                 with the Armed Forces of the United States of
                 America; provided that he retains statutory
                 reemployment rights and resumes Employment within
                 90 days after his honorable discharge from active
                 military duty, or during any other period
                 prescribed by law.

            (3)  Authorized Leave of Absence.  Solely for purposes
                 of determining whether a Five-Year Break has
                 occurred, the Plan will credit each Participant
                 with Hours of Service as if his active Employment
                 had continued during the period of his authorized
                 leave of absence granted under his Employer's
                 standard, uniformly-applied personnel policies;
                 provided that he resumes active Employment
                 promptly upon the expiration of his authorized
                 leave.

1.41   Matching Account.  See Subsection 1.3(a)(1).

1.42   Matching Contribution.  See Subsection 1.21(a)(1).

1.43   NCE Group.  The entire group of Eligible Employees who are
       Nonhighly Compensated Employees (NCEs) for the Plan Year.

1.44   Nonhighly Compensated Employee (NCE).  An Eligible Employee
       who is not within the HCE group for the Plan Year.

1.45   Normal Retirement Age.  The Participant's 65th birthday.

1.46   One-Year Break.  A Plan Year during which the Participant is
       credited with less than 501 Hours of Service; except that
       for purposes of eligibility under Section 2.1, a One-Year
       Break is the first 12 consecutive months of the
       Participant's Employment during which he is credited with
       less than 501 Hours of Service.

1.47   Participant.  An Eligible Employee participating in the Plan
       under Section 2.1.

1.48   Plan.  The Colonial 401(k) and Profit Sharing Plan as
       amended from time to time.

1.49   Plan Administrator.  The Committee.

1.50   Plan Year.  The 12-month period beginning January 1 and
       ending December 31 of each year.

1.51   Pre-1987 Vested Account.  See Subsection 1.3(a)(4).

1.52   Profit Sharing Account.  See Subsection 1.3(a)(2).

1.53   Profit Sharing Contribution.  See Subsection 1.21(a)(2).

1.54   Required Beginning Date.

       (a)  Participant.  The Required Beginning Date for the
            active and inactive Participant is April 1 following
            the calendar year in which he reaches age 70-1/2.  A
            Participant will be treated as a 5-percent owner if he
            owns or owned at least 5 percent of any Employer at any
            time during the calendar year in which he reaches age
            66-1/2 or any subsequent year.

       (b)  Beneficiaries.  The Required Beginning Date for the
            surviving Spouse is the end of the calendar year in
            which the Participant would have reached age 70-1/2. 
            The Required Beginning Date for the non-Spouse
            beneficiary is the end of the calendar year following
            the calendar year in which the Participant's death
            occurs (or the end of the calendar year following the
            calendar year in which the surviving Spouse's death
            occurs if the Spouse was the primary beneficiary);
            provided that if the Committee cannot make payment by
            that date, the Required Beginning Date will be extended
            until the last day of the fifth calendar year following
            the year in which the Participant (or surviving Spouse)
            died and the entire Account balance will be distributed
            no later than that date.

1.55   Rollover Account.  See Subsection 1.3(c).

1.56   Rollover Contribution.  See Subsection 1.21(c).

1.57   Safe Harbor Account.  See Subsection 1.3(a)(3).

1.58   Safe Harbor Contribution.  See Subsection 1.21(a)(3).

1.59   Spouse.  The person to whom the Participant is legally
       married.  In the event of a dispute, the identity of the
       surviving spouse will be determined in accordance with
       applicable laws of the Participant's state of domicile.  The
       surviving Spouse is sometimes referred to as a beneficiary.

1.60   Termination Date.  The date when the Eligible Employee ends
       his Employment for any reason.

1.61   Trust (or Trust Fund).  The fund maintained under the trust
       agreement executed between the Company and the Trustee, as
       amended from time to time, which constitutes a part of this
       Plan.

1.62  Trustee.  The individual(s) or corporation(s) or other
       entity(ies) selected by the Board to administer the Trust,
       as provided in Article 9.

1.63   Valuation Date.  The last day of each calendar quarter, i.e.
       March 31, June 30, September 30 and December 31 of each Plan
       Year, and any other day in the Plan Year requested by the
       Committee, as of which the Trustee will determine the fair
       market value of the Trust Fund and each Account.

1.64   Vested Percentage.  The percentage of the Participant's
       Matching Account and Profit Sharing Account which is vested
       under the schedule set forth in Subsection 3.2(d).

1.65   Vesting Service.  See Section 1.66 Years of Service.

1.66   Years of Service.  Each Plan Year for which the Employee
       earns at least 1,000 Hours of Service, subject to the
       following rules:

       (a)  Employment With A Controlled Group Member.  Each
            Employee will receive credit for Years of Service for
            purposes of eligibility and vesting, for the period of
            his employment with any Controlled Group member,
            whether or not it has adopted the Plan, beginning on
            the date the member became part of the Controlled
            Group.

       (b)  Period Before An Employer Adopted the Plan.  The Board
            will determine whether and to what extent the Plan will
            give credit for purposes of eligibility and/or vesting
            for periods of employment with an Employer before it
            adopted the Plan, to the extent credit is not required
            under Subsection (a).

       (c)  Employment Before A Five-Year Break.  The nonvested
            Participant who incurs a Five-Year Break will lose all
            his credit for Years of Service earned before his
            Five-Year Break.  The vested Participant will retain
            all his credit for Years of Service regardless of the
            number of his One-Year Breaks. 

                            ARTICLE 2
                           Eligibility

 2.1   Eligibility.

       (a)  Before 1991.  Each Employee who was an active
            Participant in the Plan on December 31, 1990 will
            continue to participate after that date.

       (b)  After 1990.  Each other Employee will become a
            Participant as of the first Enrollment Date after he
            has completed a 12 month period with at least 1,000
            Hours of Service.  For purposes of this Subsection (b),
            this 12-month period shall be his first 12 months of
            Employment or any Plan Year which begins after his
            Employment Date.

 2.2   Participation Upon Reemployment.

       (a)  Fully Vested Participant.  If a fully vested
            Participant terminates and resumes Employment at any
            time, he will resume participation in the Plan as of
            the first Enrollment Date on or after the date when he
            resumes Employment, and will continue to be fully
            vested.

       (b)  Partially Vested Participant.

            (1)  Before Five-Year Break.  If a partially vested
                 Participant terminates and resumes Employment
                 before he incurs a Five-Year Break, he will
                 resume participation in the Plan as of the first
                 Enrollment Date on or after the date he resumes
                 Employment, and the Committee will reinstate his
                 prebreak Years of Service and Vested Percentage. 
                 The Plan will restore the amount he forfeited
                 from his Matching Account and/or Profit Sharing
                 Account, without adjustment for gains or losses. 
                 He will be eligible to earn additional vesting
                 for the reinstated amounts.  

            (2)  After Five-Year Break (Five-Year Freeze Rule). 
                 If a partially vested Participant terminates and
                 resumes Employment after he incurs a Five-Year
                 Break, he will resume participation in the Plan
                 as of the first Enrollment Date on or after the
                 date he resumes Employment, and the Committee
                 will reinstate his prebreak Years of Service and
                 Vested Percentage for future allocations of
                 Matching Contributions and Profit Sharing
                 Contributions, but will not reinstate his
                 forfeited Matching Account and Profit Sharing
                 Account balances (if any).  If he received a
                 cash-out of his vested Matching Account and
                 Profit Sharing Account when he terminated, he
                 will have a zero balance in those Accounts.  He
                 will not be permitted to repay his cash-out.

       (c)  Nonvested Participants.

            (1)  Before Five-Year Break.  If a nonvested
                 Participant terminates and resumes Employment
                 before he incurs a Five-Year Break, he will
                 resume participation in the Plan as of the first
                 Enrollment Date on or after the date he resumes
                 Employment, and the Committee will reinstate his
                 prebreak Years of Service and Vested Percentage,
                 and his forfeited Matching Account and Profit
                 Sharing Account balances, without adjustment for
                 gains or losses.  He will be eligible to earn
                 additional vesting for the reinstated amounts.

            (2)  After Five-Year Break.  If a nonvested
                 Participant terminates and resumes Employment
                 after he incurs a Five-Year Break, the Committee
                 will not reinstate his prebreak Years of Service
                 or his forfeited Matching Account and Profit
                 Sharing Account balances.  He will be eligible to
                 resume participation under Section 2.1 as if he
                 were a new Employee.


       (d)  Nonparticipating Employees.

            (1)  Before Five-Year Break.  If the nonparticipating
                 Employee terminates and resumes Employment before
                 he incurs a Five-Year Break, the Committee will
                 reinstate his prebreak Vesting Service for
                 purposes of eligibility and vesting.  If he had
                 met the eligibility requirement under Section 2.1
                 as of his Termination Date, he will be eligible
                 to begin participating in the Plan as of the
                 first Enrollment Date on or after the date he
                 resumes Employment.

            (2)  After Five-Year Break.  If the nonparticipating
                 terminated Employee resumes Employment after he
                 incurs a Five-Year Break, the Committee will not
                 reinstate his prebreak Vesting Service.  He will
                 be eligible to begin participating in the Plan
                 under Section 2.1 as if he were a new Employee.

 2.3   Leased Employee.  Leased employees will be treated as
       Employees to the extent required under Code Section 414(n),
       but will not be eligible to participate in this Plan.  If a
       leased employee becomes an Employee, the Plan will give him
       credit for eligibility and Years of Service for the period
       when he worked as a leased employee, under the rules
       described in Sections 1.66 and 2.1 applied as if he had been
       an Employee during that period.  However, the Plan will not
       give such credit if (a) the leased employee was covered by
       a money purchase plan sponsored by the leasing organization,
       with 10 percent contributions and immediate participation
       and vesting, and (b) leased employees constitute no more
       than 20 percent of the Controlled Group's nonhighly
       compensated employees.

                            ARTICLE 3
                          Contributions

 3.1   Employee Contributions.  Beginning in the 1986 Plan Year,
       the Plan will accept only Before-Tax Contributions. 
       Participants who made After-Tax Contributions before 1986
       will be permitted to maintain those Account balances in the
       Plan.

       (a)  Before-Tax Only.  For each Plan Year, each Participant
            will elect the percentage of his Compensation to defer
            as Before-Tax Contributions, within the limitations
            described below in Subsection (3).

            (1)  Amount.  Each Participant may make Before-Tax
                 Contributions in an amount equal to a whole
                 percentage not less than 2 percent nor greater
                 than 10 percent of his Compensation for each Plan
                 Year.  The Participant must elect 2 percent
                 increments for the first 6 percent, and can elect
                 1 percent increments from 7 to 10 percent. 
                 However, to the extent that it considers
                 reductions in percentages necessary to meet the
                 ADP for any Plan Year, the Committee may limit
                 the percentages that can be contributed by the
                 HCE Group, and may apply different limits to
                 different individuals within the HCE Group. 

            (2)  Amount Matched.  The first 6 percent of each
                 Participant's Compensation contributed for each
                 payroll period will receive a Matching
                 Contribution.  Any Contribution above 6 percent
                 will not receive Matching Contributions.

            (3)  Limitations on Amount.  The amount of the
                 Participant's Contributions may be limited for
                 any Plan Year to avoid exceeding the $7,000
                 (indexed) limitations described in Section 7.1,
                 the ADP Test described in Section 7.2, and/or the
                 annual addition limitations described in Section
                 7.3.

       (b)  Vesting.  All Before-Tax Contributions and all earnings
            allocated to Before-Tax Contribution Accounts will be
            fully vested at all times.

       (c)  Election to Participate.

            (1)  Initial Election.  To begin making Before-Tax
                 Contributions, the Eligible Employee must
                 complete and file with the Committee an election
                 form designating the whole percentage of his
                 Compensation to be deferred as his Before-Tax
                 Contributions for the Plan Year, within the
                 limitations described in Subsection (a)(3).

                 The Eligible Employee will begin contributing as
                 of the first Enrollment Date after he has
                 submitted his properly completed election form to
                 the Committee; provided that he must submit his
                 form no later than the deadline established by
                 the Committee, uniformly applied and timely
                 communicated.  The Employee who fails to properly
                 elect to begin participating as of the date when
                 he is first eligible, may elect to begin
                 participating as of any subsequent Enrollment
                 Date; provided that he must submit his properly
                 completed election form to the Committee no later
                 than the deadline established by the Committee,
                 uniformly applied, and timely communicated.

                 The election will remain effective until the
                 Participant (A) modifies, suspends, or revokes
                 his election, or (B) ceases to be an Eligible
                 Employee.  The elected percentage will apply to
                 increased or decreased Compensation.

            (2)  Modification.  The Participant who has elected to
                 have contributed a percentage of his Compensation
                 under Subsection (c)(1) may modify his election
                 as of the first day of any Enrollment Date by
                 filing with the Committee, no later than the
                 deadline established by the Committee and
                 uniformly applied, a new election form stating
                 that he elects to have a higher or lower
                 percentage deducted from his Compensation.  Each
                 modification will remain effective until a new
                 election form is properly completed and timely
                 filed with the Committee.

            (3)  Revocation.  The Participant may revoke his
                 election to participate as of the beginning of
                 any payroll period; provided that he must submit
                 his notice to the Committee no later than the
                 deadline established by the Committee, uniformly
                 applied and timely communicated.

            (4)  New Election.  The Participant who revokes his
                 election to make Before-Tax Contributions may
                 resume participation as of any Enrollment Date.

            (5)  Committee Regulations.  The Committee may from
                 time to time establish and uniformly apply rules
                 governing elections, including rules regarding
                 the frequency with which elections may be
                 modified, suspended or revoked.

 3.2   Employer Contributions.

       (a)  Matching Contribution.  Each Employer will make a
            Matching Contribution in an amount equal to 50 percent
            of the first 6 percent of Compensation contributed by
            each of its Participants for each Plan Year, provided
            that the Participant remains in Employment until the
            last day of the Plan Year.  No Participant will receive
            a Matching Contribution for any pay period with respect
            to his Before-Tax Contributions that exceeds 6 percent
            of his Compensation paid in that pay period.  However,
            the Participant will not receive a Matching
            Contribution to the extent he withdraws his Before-Tax
            Contributions under Article 5 in the same Plan Year
            when he makes them.  For this purpose, the
            Participant's withdrawals will come first from the
            earliest Contributions and earnings allocated to his
            Before-Tax Account.

       (b)  Profit Sharing Contribution.  In any Plan Year when any
            Employer has sufficient profits, and in the Committee's
            discretion, the Employer may make a Profit Sharing
            Contribution to be allocated as a uniform percentage of
            Compensation of each of its Eligible Employees who is
            in Employment on the last day of the Plan Year. 

       (c)  Safe-Harbor Contribution.  For each Plan Year, the
            Committee will determine the amount of Safe-Harbor
            Contribution, if any, necessary to satisfy the ADP Test
            described in Subsection 7.2(a), and/or the ACP Test
            described in Subsection 7.2(b).  The Committee will
            cause each Safe Harbor Contribution to be allocated by
            one of the following methods:

            (1)  Percentage-of-Compensation Method.

                 (A)  If the Safe Harbor Contribution is made to
                      satisfy the ADP Test, the Committee will
                      subtract the existing Average Deferral
                      Percentage (ADP) of the NCEs from the ADP
                      needed by the NCEs to pass the ADP Test.  If
                      the Safe Harbor Contribution is made to
                      satisfy the ACP Test, the Committee will
                      subtract the existing Average Contribution
                      Percentage (ACP) of the NCEs from the ACP
                      needed by the NCEs to pass the ACP Test.  
                      The additional percentage needed to meet the
                      ADP Test and/or the ACP Test is the needed
                      percentage increase.

                 (B)  The Committee will determine the number of
                      NCEs eligible to receive the Safe Harbor
                      Contribution, if fewer than the total, and
                      the aggregate Compensation of the eligible
                      NCEs.

                 (C)  The Committee will multiply the needed
                      percentage increase by the ratio of the
                      number in the NCE Group to the number of
                      eligible NCEs, to determine the additional
                      percentage of Compensation to be allocated
                      to each eligible NCE (the individual needed
                      percentage increase).

                 (D)  The Committee will multiply the individual
                      needed percentage increase by the aggregate
                      Compensation of the eligible NCEs to
                      determine the total amount of the Safe
                      Harbor Contribution.

                 (E)  The Committee will multiply the individual
                      needed percentage increase by the
                      Compensation of each eligible NCE to
                      determine the amount of his Safe Harbor
                      allocation for the Plan Year.

            (2)  Fixed-Dollar Method.

                 (A)  The Committee will follow steps (1)(A)
                      through (1)(D) to determine the maximum
                      total amount of the Safe Harbor Contribution
                      needed to satisfy the ADP Test and/or ACP
                      Test for the Plan Year (the maximum fixed
                      dollar contribution).

                 (B)  The Committee will divide the maximum fixed
                      dollar contribution by the number of
                      eligible NCEs to determine the maximum Safe
                      Harbor allocation needed for each.

                 (C)  By trial-and-error calculations, the
                      Committee will determine the fixed dollar
                      amount of the actual allocation, if lower
                      than the maximum, that must be allocated to
                      the Safe Harbor Accounts of all eligible
                      NCEs. 

            (3)  Additional Matching Contributions.  The Committee
                 will direct the affected Employer(s) to make a
                 Safe Harbor Contribution to match the Before-Tax
                 Contributions of all or a selected group of NCE
                 Participants, in the percentage necessary to meet
                 the ACP Test for the Plan Year.

       (d)  Vesting.  The Participant will become vested in his
            Matching Account and Profit Sharing Account balances
            under the following schedule:

                    Years of Service     Vested Percentage
                    ----------------     -----------------
                     Fewer than 1                 0%
                          1                      20%
                          2                      40%
                          3                      60%
                          4                      80%
                          5                     100%

            Regardless of the number of his Years of Service, the
            Participant will become fully vested in his Matching
            Account balance either (1) when he reaches Normal
            Retirement Age, (2) on his Disability retirement date
            described in Subsection 6.1(c), or (3) on his date of
            death.  The Participant will be fully vested in his
            Safe Harbor Account balance and his Pre-1987 Vested
            Account balance at all times.

       (e)  Forfeiture.  The Participant who terminates Employment
            before he is fully vested will forfeit the nonvested
            portion of his Matching Account balance and Profit
            Sharing Account balance unless he resumes Employment
            before he incurs a Five-Year Break.  The forfeiture
            will occur as of his Termination Date and will be used
            to reduce Matching Contributions for the same and/or
            future Plan Years.  However, if the Participant
            received a cash-out of the vested portion of his
            Matching Account balance and/or Profit Sharing Account
            balance after he terminated, the Committee will not
            reinstate his forfeited balance(s) unless he resumes
            Employment before he incurs a Five-Year Break.  If the
            Participant incurs a Five-Year Break, his forfeiture
            will become irrevocable as of the last day of the Plan
            Year in which the Five-Year Break occurs.  

       (f)  Exclusive Benefit of Participants.  All Employer
            Contributions will be irrevocable when made and will
            not revert to the Employers, except as provided in
            Sections 3.21(i), 7.2 and 7.3.  All Employer
            Contributions and attributable earnings will be used
            for the exclusive benefit of Participants and their
            beneficiaries and for paying the reasonable expenses of
            administering the Plan.

       (g)  Deductibility.  Each Employer will limit its Employer
            Contributions for each Plan Year so that the sum of all
            Before-Tax Contributions and Employer Contributions
            does not exceed an amount equal to 15 percent of the
            Compensation (as calculated by excluding Before-Tax
            Contributions) of all of its Participants for the Plan
            Year.

       (h)  Payment to the Trustee.  Each Employer will transfer to
            the Trustee, promptly after the end of each month, the
            Before-Tax Contributions withheld for all its Employees
            during the pay periods ending in that month.  Each
            Employer will transfer its Matching Contributions to
            the Trustee as soon as practicable after each
            Contribution is made, in accordance with procedures
            established by the Committee.  Each Employer will
            transfer its Profit Sharing Contributions and
            Safe-Harbor Contributions to the Trustee no later than
            the extended due date of the Company's federal income
            tax return for the fiscal year which ends in the Plan
            Year for which the Contribution is made.

       (i)  Return of Employer Contributions.  Employer
            Contributions will be returned to the affected
            Employer(s) under the following circumstances:

            (1)  Mistake of Fact.  Employer Contributions made by
                 a mistake of fact will be returned to the
                 affected Employer(s) within one year after the
                 Contribution is made.

            (2)  Nondeductible.  All Employer Contributions are
                 conditioned upon their deductibility under Code
                 Section 404 and will be returned to the affected
                 Employer(s) within one year after any
                 disallowance.

 3.3   Rollover Contributions.

       (a)  Eligible Rollover Distribution.  For purposes of this
            Section, an Eligible Rollover Distribution means a
            payment received by an Employee from another qualified
            plan or conduit individual retirement account or plan
            (IRA), that is either (1) a lump sum payment, or (2) a
            payment other than one that is part of a series of
            substantially equal periodic payments, made at least
            annually, over a period of at least 10 years, or over
            the lifetime or life expectancy of the Participant or
            the joint lifetimes or life expectancies of the
            Participant and his named beneficiary; provided that
            the Committee will not treat any distribution required
            under Code Section 401(a)(9), or any refund of
            after-tax contributions, as an Eligible Rollover
            Distribution. 

       (b)  Rollover or Direct Plan Transfer.  An Employee who
            receives an Eligible Rollover Distribution may roll
            over all or part of the distribution to the Trustee,
            provided that the Committee determines that it is in
            the best interest of the Plan to accept the rollover. 
            The Committee may accept the distribution as a direct
            plan-to-plan transfer.  An Employee can make a Rollover
            Contribution before he completes his eligibility period
            under Section 2.1, or before he elects to participate,
            and will have his Rollover Account as his sole interest
            in the Plan until he becomes a Participant.

       (c)  Timing.  A rollover must be made within 60 days after
            the Employee receives the Eligible Rollover
            Distribution.

       (d)  Required Information.  The Committee will adopt such
            procedures, and may require such information from the
            Employee who desires to make a Rollover Contribution,
            as it considers necessary to determine whether the
            proposed rollover or direct plan transfer will meet the
            requirements of this Section.  The Committee may
            require the Employee to submit a written certification
            that he received his Eligible Rollover Distribution
            from another qualified plan or from a conduit IRA. 
            Upon approval by the Committee, the Rollover
            Contribution will be deposited in the Trust Fund and
            will be credited to the Employee's Rollover Account.

       (e)  Prohibited Rollovers and Transfers.  The Committee will
            not accept Rollover Contributions from any plan that is
            subject to the joint and survivor annuity requirements
            set forth in Code Sections 401(a)(11) and 417, unless
            the Employee's Spouse consented in writing to the
            distribution from such plan in a manner which complies
            with the spousal consent requirements prescribed under
            Code Section 417.  The Committee may require the
            Employee to submit a written certification either that
            he received his distribution from a qualified plan that
            either was not subject to the spousal consent
            requirements or contained an exemption for his
            distribution, or that his Spouse properly consented to
            the distribution.  The Committee will not accept as a
            Rollover Contribution the portion of a distribution
            which constitutes a refund of after-tax contributions. 

       (f)  Refund of Prohibited Rollovers.  In the event the
            Committee discovers that a Participant has made a
            Rollover Contribution to the Plan which fails to comply
            with this Section, the Committee will refund the
            Contribution and all earnings attributable to it as
            soon as practicable.

       (g)  Reliance on Participant's Representations.  The
            Committee will in good faith rely on the
            representations made by the eligible Employee in his
            application to make a Rollover Contribution and will
            not be held accountable for any misrepresentation of
            which it did not have actual knowledge.

                            ARTICLE 4
                       Individual Accounts

 4.1   Adjustments to Account Balances.

       (a)  Regular Valuation Dates.  As of each Valuation Date,
            the Trustee will determine the fair market value of the
            Trust Fund and the Committee will determine the value
            of each Account of each Participant.  The Account
            balances of each Participant will be adjusted to
            reflect the following events since the preceding
            Valuation Date:

            (1)  His Before-Tax Contributions and Rollover
                 Contributions, if any;

            (2)  His allocations of Employer Contributions;

            (3)  Payments and inservice withdrawals from his
                 Accounts, and forfeitures from his Matching
                 Account and/or Profit Sharing Account;

            (4)  His pro rata share of gains/losses and expenses
                 of the investment funds in which his Account
                 balances are invested; and

            (5)  His transfers between investment funds under
                 Section 4.2.

       (b)  Special Valuation Dates.  The Committee will have the
            authority to direct special Valuation Dates as it
            considers necessary for the proper administration of
            the Plan.  Each special Valuation Date will be treated
            as a regular Valuation Date.

       (c)  Valuations Binding. In determining the value of the
            Trust Fund and each individual Account, the Trustee and
            the Committee will exercise their best judgment, and
            all determinations of value will be binding upon all
            Participants and their beneficiaries.

       (d)  Allocation Date.  All allocations will be considered to
            have been made as of the Valuation Date, regardless of
            when allocations are actually made.

       (e)  Statement of Account Balances.  As soon as practicable
            after the end of each Valuation Date, the Committee may
            in its discretion provide to each Participant and other
            payee for whom an Account is maintained, a statement of
            the Account balance as of the Valuation Date; provided
            that statements will be issued at least once in each
            Plan Year.

       (f)  Correction of Mistakes.  In the event the Committee
            discovers that a mistake has been made in an allocation
            to or distribution from any Participant's Account
            balance, or any other mistake which affects an Account
            balance, it will correct the mistake as soon as
            practicable.  If an overpayment has been made, the
            Committee will seek cash reimbursement.  If an
            underpayment has been made, the Committee will pay the
            amount of the underpayment in a single sum.  The
            Committee will treat any other addition to the Account
            as an expense of the Plan, and will treat any other
            subtraction from the Account as a forfeiture and will
            use it to reduce the affected Employer's Matching
            Contributions and/or Profit Sharing Contributions for
            the same or the next Plan Year.  To the extent
            necessary to correct errors in allocations that result
            from release of shares from the Suspense Account, the
            Committee may substitute shares of Company Stock for
            cash, and may substitute cash for such shares of stock. 
            To the extent necessary to correct errors in
            allocations that result from Contributions, including
            Contributions that would have been made except for the
            error, the Committee will permit or require adjustments
            to the Contributions otherwise described in the Plan,
            including make-up Contributions, accelerated
            Contributions, suspensions of Contributions, and
            similar adjustments.  If a Participant timely makes an
            election for Employee Contributions under Section 3.1
            to be effective in a stated payroll period, but the
            Committee is unable to effect the election until the
            following payroll period, the Committee will treat the
            Contribution as if it had been made in the stated
            payroll period, but will allocate earnings to the
            Contribution only from the date when it is actually
            made.  The Committee will correct all other
            administrative errors in the manner which it considers
            appropriate under the circumstances.  However, if the
            Committee determines that the burden or expense of
            seeking recovery of any overpayment or correcting any
            other mistake (except corrections that are necessary to
            make a Participant or beneficiary whole) would be
            greater than is warranted under the circumstances, it
            may in its discretion forego recovery or other
            correction efforts.  If a mistake in any communication
            creates a risk of loss to any Participant or
            beneficiary, the Committee will take reasonable steps
            to mitigate such risk, such as making de minimis
            variances from Plan provisions (including but not
            limited to medium and timing of payment), to the extent
            any such variance would comply with applicable
            qualification requirements if it were set forth in a
            written provision of the Plan.

 4.2   Investment Election.

       (a)  Available Funds.  The Trustee will maintain the number
            and type of investment funds from time to time which it
            determines to be in the best interest of Participants,
            including but not limited to one or more Company Stock
            funds.  The Committee will timely inform Participants
            with respect to the funds which are available, and will
            provide them sufficient information to permit them to
            make informed selections among the funds.

       (b)  Liquidity.  Each fund may hold cash and other liquid
            investments in such amounts as the Committee and/or
            Trustee consider necessary to meet the Plan's liquidity
            requirements and to pay administrative expenses.

       (c)  Participant Elections.  Once in each calendar quarter,
            each Participant may make an investment election for
            his future aggregate Contributions, and an election for
            his aggregate existing Account balances.  His election
            will become effective as of the first day of the
            calendar quarter for which it is made, provided that he
            must complete his investment election form and submit
            it to the Committee no later than the deadline set by
            the Committee, uniformly applied and timely
            communicated to Participants.

            (1)  Future Contributions.  The Participant may elect
                 to invest the future allocations to his Accounts
                 in the aggregate, in 5 percent increments among
                 the investment funds made available from time to
                 time.

            (2)  Existing Account Balances.  The Participant may
                 elect to invest the existing balance in each of
                 his separate Accounts in 5 percent increments
                 among the investment funds made available from
                 time to time.

       (d)  Failure to Elect.  If any Participant fails to timely
            submit a properly completed investment election form,
            or if his elected investments total less than 100
            percent of his Account balances, the Committee will 
            invest the balances for which no election is made in
            the investment fund which carries the least risk of
            loss.

       (e)  Allocation of Earnings.  All earnings attributable to
            the Account balances invested in each investment fund
            will be reinvested in that investment fund.

       (f)  Special Election Date.  The Committee may permit more
            frequent elections and/or other election filing dates,
            under regulations adopted by the Committee, uniformly
            applied, and timely communicated to Participants.

       (g)  Voting of Company Stock.  Each Participant whose
            Account balances are invested in a Company Stock fund
            may direct the Trustee with respect to the voting of
            his shares.  The Trustee will vote the shares of any
            Participant who fails to timely submit his direction,
            in accordance with directions submitted by other
            Participants for the majority of shares invested in
            that fund.

                            ARTICLE 5
                      Inservice Withdrawals

 5.1   Limitation on Frequency of Inservice Withdrawals.  Each
       Participant may make only one inservice withdrawal during
       any 12-months period under Sections 5.3, 5.4 or 5.5
       collectively.  In addition, each Participant may make only
       one hardship withdrawal in any 12-months period under
       Sections 5.6.  The Participant must submit his written
       application to the Committee at least 30 days before he
       receives his withdrawal.

 5.2   Withdrawal Fee.  The Trustee will deduct from the amount of
       each withdrawal under Section 5.3 (After-Tax and Pre-1987
       Vested Accounts), 5.4 (age 59-1/2), 5.5 (age 70-1/2) and 5.6
       (hardship), a processing fee in an amount determined from
       time to time by the recordkeeper and the Committee and
       timely communicated to Participants.  The recordkeeper will
       reflect the deduction on the statement that it issues with
       the payment.

 5.3   Inservice Withdrawal from After-Tax and Pre-1987 Vested
       Accounts.  Each Participant may withdraw all or part of his
       After-Tax Account balance and Pre-1987 Vested Account
       balance during his Employment.  The Participant must submit
       a written request to the Committee, specifying the amount to
       be withdrawn.  The Trustee will pay the amount withdrawn in
       a single payment in cash as promptly as practicable after
       the Committee approves the request.  The Participant may not
       withdraw shares of Company Stock.  The Trustee will pay each
       withdrawal first from the Participant's After-Tax Account to
       the extent possible, then from his Pre-1987 Vested Account,
       and will withdraw on a pro rata basis from the investment
       funds in which each Account is invested.

 5.4   Inservice Withdrawal After Age 59-1/2.  At any time after
       the Participant reaches age 59-1/2, he may submit to the
       Committee a written request to withdraw from his Account
       balances.  The Trustee will pay the withdrawal pro rata from
       all the investment funds in which the Participant's Accounts
       are invested, and from his Accounts in the following order: 
       (a) After-Tax Account, (b) Pre-1987 Vested Account, (c)
       Rollover Contribution Account, (d) vested Matching Account,
       (e) vested Profit Sharing Account, (f) unmatched portion of
       Before-Tax Account, and (g) matched portion of Before-Tax
       Account, to the extent the Participant has such Accounts. 
       The Participant may request his withdrawal in the form of
       either cash of Company Stock.

 5.5   Inservice Withdrawal After Age 70-1/2.  Beginning in the
       calendar year when the active Participant reaches age
       70-1/2, he must withdraw from his Account balances the
       minimum annual amount required by the distribution rules
       described in Section 6.2 applied as if he had retired.  He
       must make the withdrawal no later than December 31 of each
       year.  To determine the required amount of each withdrawal,
       the Committee will determine the Participant's aggregate
       Account balances as of the last day of the previous calendar
       year and divide that amount by the smaller of (a) his life
       expectancy or the joint and last survivor life expectancy of
       the Participant and beneficiary, or (b) the applicable
       divisor required by the incidental benefit rule under Code
       Section 401(a)(9).  The Trustee will pay the withdrawal pro
       rata from all the investment funds in which the
       Participant's Accounts are invested, and from his Accounts
       in the following order:  (A) After-Tax Account, (2) Pre-1987
       Vested Account, (3) Rollover Contribution Account, (4)
       vested Matching Account, (5) vested Profit Sharing Account,
       (6) unmatched portion of Before-Tax Account, and (7) matched
       portion of Before-Tax Account, to the extent the Participant
       has such Accounts.  The Participant may request his
       withdrawal in the form of either cash of Company Stock.

 5.6   Hardship Withdrawals. 

       (a)  Application.  The active Participant who wishes to make
            a hardship withdrawal during his Employment must submit
            a written request to the Committee, specifying the
            amount to be withdrawn.  The withdrawal request must
            include a full statement of the reasons for the
            withdrawal, the amount of any other financial resources
            available to the Participant, and such other
            information as the Committee may request.  The amount
            withdrawn will be paid to the Participant as promptly
            as practicable after the Committee approves his
            request.  No Participant who has terminated Employment,
            and no beneficiary, will be eligible to make a hardship
            withdrawal.

       (b)  Available Amount.  The minimum amount that may be
            withdrawn is the lesser of $500.00 or the Participant's
            available vested Account balances.  The amount
            withdrawn may not exceed the actual expenses incurred
            or to be incurred by the Participant because of his
            hardship, plus (simultaneously with the withdrawal) the
            reasonably estimated amount of taxes and penalties he
            must pay on the withdrawal.  The Participant may
            withdraw from his Accounts in the following order: (1)
            After-Tax Account, (2) Pre-1987 Vested Account, (3)
            Rollover Contribution Account, (4) vested Matching
            Account, (5) vested Profit Sharing Account, (6)
            unmatched portion of Before-Tax Account, and (7)
            matched portion of Before-Tax Account, to the extent
            the Participant has such Accounts, provided that the
            Participant may not withdraw any earnings allocated to
            his Before-Tax Account after 1988.  He may not withdraw
            any of his Safe-Harbor Contributions Account balance
            regardless of the date when allocated.

       (c)  Immediate and Heavy Financial Need.  The Participant
            may make a hardship withdrawal only if he incurs a
            hardship which creates an immediate and heavy financial
            need which he cannot meet without the withdrawal.  A
            hardship withdrawal must be necessitated by either:

            (1)  Medical expenses incurred by, or medical care to
                 be obtained for, the Participant, his Spouse or
                 dependents, 

            (2)  Purchase of the Participant's principal
                 residence,

            (3)  Tuition payments and related educational fees for
                 the next 12 months of post-secondary education
                 (including trade school) for the Participant, his
                 Spouse or dependents, or

            (4)  Threatened imminent eviction from, or foreclosure
                 of the mortgage on, the Participant's principal
                 residence.

       (d)  No Other Available Resources.  The Participant may make
            a hardship withdrawal only to the extent that he cannot
            meet his hardship from other reasonably available
            financial resources.

            (1)  Loans.  He must have first obtained all other
                 available distributions and nontaxable loans
                 under all his Employer's plans, if any.

            (2)  Suspension.  After the Participant receives his
                 hardship withdrawal, the Committee will suspend
                 his Before-Tax Contributions to this Plan and to
                 any other plan maintained by any Employer for a
                 period of 12 months.

            (3)  $7,000 (Indexed) Limit.  The Participant's $7,000
                 (indexed) annual limit on his Before-Tax
                 Contributions described in Section 7.1 for the
                 calendar year following the year in which he
                 received his hardship withdrawal, will be reduced
                 by the amount of the Before-Tax Contributions he
                 made during the year in which he received his
                 hardship withdrawal, with the effect that the
                 $7,000 (indexed) dollar limit in effect for the
                 second calendar year will apply to the two years
                 as if they were a single year.

       (e)  Nondiscrimination.  The determination of the existence
            of the Participant's immediate and heavy financial need
            and the necessity of the withdrawal to meet the need,
            will be made by the Committee in a uniform and
            nondiscriminatory manner.

       (f)  Reliance on Participant's Representations.  The
            Committee will in good faith rely on the
            representations made by the Participant in his
            application for the hardship withdrawal and will not be
            held accountable for any misrepresentation of which it
            did not have actual knowledge. 


                            ARTICLE 6
                    Post-Employment Payments

 6.1   Payment Events.  The Participant who has a payment event
       described in this Section may elect to receive or begin
       receiving payment of his Account balances under Section 6.2
       as of any Valuation Date on or after his Termination Date,
       but not later than the Valuation Date on or next following
       the date he reaches age 65.  Rules governing payment to the
       beneficiary of the deceased Participant are set forth in
       Subsection (d).  Rules governing the amount, form and timing
       of payments are set forth in Section 6.2.

       (a)  Retirement.  The Participant's Normal Retirement Age is
            his 65th birthday, regardless of the number of his
            Years of Service.  He will become fully vested in his
            Matching Account and Profit Sharing Account balances 
            on that date, if not earlier under Subsection 3.2 (d). 
            He may receive his vested Account balances as of any
            Valuation Date on or after the later of his Termination
            Date or 65th birthday.  The Participant who continues
            Employment after Normal Retirement Age will continue to
            be eligible to participate in the Plan on the same
            basis until he retires; provided that he must begin to
            make minimum annual inservice withdrawals under Section
            5.5 on his Required Beginning Date.

       (b)  Termination of Employment Before Age 65.  The
            Participant who terminates Employment before age 65,
            and has aggregate Account balances greater than $3,500,
            may receive his vested Account balances as of any
            Valuation Date on or after his Termination Date, but
            not later than age 65.

       (c)  Disability.  The Participant who incurs a Disability
            will become fully vested in his Matching Account and
            Profit Sharing Account regardless of his age and Years
            of Service.  He may receive his vested Account balances
            as of any Valuation Date on or after his Termination
            Date, but not later than age 65.

       (d)  Death.  In the event of the Participant's death while
            he has a balance in his Accounts, his Account balances
            will become fully vested and will be immediately
            payable to his surviving Spouse, or if there is no
            surviving Spouse or if the Participant had properly
            designated a non-Spouse beneficiary with the Spouse's
            written consent under Section 6.3, then to his
            beneficiary.

 6.2   Amount, Form and Timing of Payment.  Each payment of a
       Participant's aggregate Account balances will be subject to
       the following rules and any other rules adopted by the
       Committee from time to time and uniformly applied:

       (a)  Application for and Timing of Payment.  The Participant
            or beneficiary must apply for payment by completing a
            form provided by the Committee (which will include an
            election regarding income tax withholding, and
            beginning in 1993 an election regarding direct
            rollovers), and by filing the properly completed form
            with the Committee no later than the deadline
            established by the Committee and uniformly applied.

            The Committee will direct the Trustee or other payor to
            issue the payment as of the Valuation Date following
            the date when it receives the properly completed form;
            provided that if the Committee does not receive the
            properly completed form by the quarterly deadline, it
            will direct payment to be made as of the Valuation Date
            for the following calendar quarter. 

       (b)  Right to Defer Payment.  Regardless of the reason for
            his termination, the Participant whose aggregate
            Account balances exceed $3,500 and who terminates
            Employment before age 65 may leave his aggregate
            Account balances in the Plan until he reaches that age. 
            As of any Valuation Date after his Termination Date, he
            may elect to receive payment.  No Beneficiary may defer
            payment.

       (c)  Amount of Payment.  The Participant or beneficiary will
            receive the amount of the Account balances determined
            as of the Valuation Date last preceding the payment
            date, plus any Before-Tax Contributions made since that
            date, and minus any inservice withdrawals made under
            Article 5 since that date.

       (d)  Form of Payment.  Each Participant or beneficiary will
            receive payment of the aggregate Account balances in a
            lump-sum payment.

       (e)  Medium of Payment.  The Participant or beneficiary may
            elect to receive the Account balances either entirely
            in cash, or cash for any Account balances invested in
            the funds other than Company Stock, and shares of
            Company Stock for any Account balances invested in
            Company Stock, provided that any fractional shares will
            be paid in cash.

       (f)  Withdrawal Fee.  The recordkeeper will deduct from the
            amount of each lump sum payment a processing fee in an
            amount determined from time to time by the recordkeeper
            and the Committee and timely communicated to
            Participants.  The recordkeeper will reflect the
            deduction on the statement that it issues with the
            payment.  

       (g)  Direct Rollover.  Beginning January-1, 1993, the
            retired or terminated vested Participant who receives
            a payment before his Required Beginning Date may
            instruct the Committee to roll over all or part of his
            payment to another qualified retirement plan or to an
            individual retirement account (IRA).  The Participant
            must timely provide in writing all information required
            to effect the rollover.  A surviving Spouse who
            receives a payment before the Spouse's Required
            Beginning Date may instruct the Committee to roll over
            all or part of the payment to an IRA, and must timely
            provide in writing all information required to effect
            the rollover.  The Committee will provide timely notice
            of the right to make a direct rollover.  The non-Spouse
            beneficiary may not make a direct rollover.

       (h)  Constructive Cash-Out.  Regardless of the amount of his
            Account balance(s), each nonvested Participant will be
            considered to have received a constructive cash-out of
            his Matching Account and Profit Sharing Account
            balances as of his Termination Date.  In the event such
            Participant resumes Employment before he incurs a
            Five-Year Break, he will be considered to have repaid
            his constructive cash-out as of the date he resumes
            Employment.

       (i)  Latest Payment Date.  Unless the Participant or
            beneficiary elects later payment under Subsection
            6.2(b), the Plan will pay each Participant's aggregate
            Account balances no later than the 60th day after the
            end of the Plan Year in which occurs the latest of the
            date when:  (1) he reaches Normal Retirement Age, (2)
            the tenth anniversary of the date he began
            participating in the Plan, or (3) his Termination Date;
            provided that the Trustee will make payment no later
            than the Required Beginning Date.

       (j)  Compliance with Code Section 401(a)(9).  The intent of
            this Section is that the payment date for each
            Participant and beneficiary will be within the
            limitations permitted under Code Section 401(a)(9).  If
            there is any discrepancy between this Section and Code
            Section 401(a)(9), that Code Section will prevail.

 6.3   Designation of Beneficiaries

       (a)  Procedure.  Each Participant, with the written consent
            of his Spouse (if any), may designate one or more
            beneficiary(s) to receive any balance in his Accounts
            which may be payable in the event of his death.  The
            Participant may change his designation from time to
            time by filing the proper form with the Committee, and
            each change will revoke all his prior designations.  To
            be effective, each designation or revocation must be
            made in writing on a form provided by the Committee and
            must be signed and filed with the Committee before the
            Participant's death.  The Participant may name one or
            more primary beneficiaries and one or more contingent
            beneficiaries.  If upon the Participant's death his
            Spouse has not consented to his beneficiary designation
            or if no designated beneficiary survives him, the
            Committee will direct the payment of his benefits to
            his surviving Spouse if any, or if none then to his
            surviving lineal descendants per stirpes, or if none
            then to the Participant's surviving parent(s), or if
            none then to the Participant's surviving siblings per
            stirpes, or if none then to the Participant's estate.

       (b)  Waiver of Spouse's Rights.  Each married Participant
            may elect to have all or any part of his Account
            balances that would otherwise be payable to his
            surviving Spouse in the event of his death, payable
            instead to one or more beneficiary(s) designated under
            Subsection (a).  Each election must be in writing and
            (1) must be signed by the Participant and his Spouse;
            (2) the Spouse's consent must acknowledge the effect of
            the election; (3) the Spouse's consent must either
            specifically approve each named beneficiary and the
            elected form of payment, or must permit the Participant
            to name any beneficiary and elect any form of payment
            without further Spousal consent; and (4) the Spouse's
            consent must be witnessed by a notary public.  Spousal
            consent will not be required if the Participant
            provides the Committee with a decree of abandonment or
            legal separation, or with satisfactory evidence that he
            cannot obtain consent because he has been unable to
            locate his Spouse after reasonable effort.  If the
            Spouse is legally incompetent, the Spouse's
            court-appointed guardian may give consent, even if the
            guardian is the Participant.

       (c)  Judicial Determination.  In the event the Committee
            does not direct a payment as specified in Subsection
            (a) or (b), it may have a court of applicable
            jurisdiction determine to whom payment should be made,
            in which event all expenses incurred in obtaining the
            determination may be charged against the payee.

 6.4   Payment to the Participant's Representative.  If the
       Participant is incompetent to handle his affairs at the time
       when his Account balances become payable, or has
       disappeared, the Committee will make payment to his
       court-appointed personal representative, or if none is
       appointed the Committee may in its discretion make payment
       to his next-of-kin; provided that the Committee may request
       a court of competent jurisdiction to determine the payee, in
       which event all expenses incurred in obtaining the
       determination may be charged against the payee.

 6.5   Unclaimed Benefits.  In the event the Committee cannot
       locate, with reasonable effort and after a period of five
       years, any person entitled to receive the Participant's
       Account balances, his balances will be forfeited but will be
       reinstated, to the extent required by applicable law, in the
       event he subsequently makes a claim for benefits.

                            ARTICLE 7
                   Limitations on Allocations

 7.1   Excess Dollar Deferrals.  Effective in the 1987 calendar
       year, the Plan will limit each Participant's Before-Tax
       Contributions for each calendar year to $7,000, as indexed
       under Code Section 402(g) beginning in 1988.  Any amount
       which the Participant contributes in excess of the dollar
       limit in effect for each year will be an Excess Dollar
       Deferral.  In the event any Participant makes Excess Dollar
       Deferrals for any calendar year, the excess amount will be
       distributed under the following rules.

       (a)  Time of Refund.  If the Participant made his Excess
            Dollar Deferral solely to this Plan, the Committee will
            refund the excess amount and attributable earnings as
            soon as practicable after it discovers the excess.  If
            the Participant made his Excess Dollar Deferral in
            whole or part to another qualified plan or individual
            retirement account but wishes to withdraw his
            Before-Tax Contributions from this Plan, he must submit
            to the Committee no later than March 1 a written
            statement that he made Excess Dollar Deferrals for the
            previous calendar year and a request that a specified
            amount of the excess be refunded from this Plan.  In no
            event will the Committee refund Excess Dollar Deferrals
            or attributable income later than April 15 following
            the calendar year in which the excess was contributed. 
            In the event any Excess Dollar Deferral is not refunded
            by April 15 of the calendar year following the calendar
            year in which it was contributed, it will remain in the
            Participant's Before-Tax Account until a withdrawal or
            payment event occurs under Article 5 or Article 6.  The
            Committee will not refund any Excess Dollar Deferral
            until the Participant has actually contributed the
            excess amount to the Plan.

       (b)  Reporting Form.  When the Committee refunds the Excess
            Dollar Deferral, it will designate the refund as an
            Excess Dollar Deferral on the appropriate form
            published by the Internal Revenue Service so that the
            Participant can designate the refund as an Excess
            Dollar Deferral on his income tax return.

       (c)  Order of Refunds.  The Plan will refund Excess Dollar
            Deferrals before it refunds any Before-Tax
            Contributions under Section 7.2 to avoid failing the
            ADP Test.

       (d)  Inclusion in ADP Test.  Excess Dollar Deferrals made by
            HCEs will be included in the ADP Test under Section 7.2
            for the Plan Year in which they were made, whether or
            not they are refunded in the same or next following
            Plan Year; provided that Excess Dollar Deferrals which
            are also Excess Annual Additions and which are refunded
            under Subsection 7.3(b) as such, will not be included
            in the ADP Test.  Excess Dollar Deferrals timely
            refunded to NCEs will not be included in the ADP Test.

       (e)  Inclusion in Annual Addition.  Excess Dollar Deferrals
            made by HCEs and by NCEs which are refunded in the same
            Plan Year or by April 15 of the next following Plan
            Year will not be included in their Annual Additions
            under Section 7.3.  Excess Dollar Deferrals which are
            also Excess Annual Additions and which are refunded
            under Subsection 7.3(b) as such, will not be included
            in the Participant's Annual Addition.

       (f)  Determination of Earnings.  The Committee will use the
            Plan's normal method of calculating earnings to
            determine the amount of earnings attributable to each
            Participant's Excess Dollar Deferrals.

 7.2   Nondiscrimination Tests.  Notwithstanding any other
       provision of the Plan, beginning in the 1987 Plan Year the
       Committee will limit or refund Before-Tax Contributions for
       HCEs in any Plan Year to the extent necessary to meet the
       ADP Test, and will limit Matching Contributions for HCEs in
       any Plan Year to the extent necessary to meet the ACP Test.
       Alternatively, the Committee may direct the Employers to
       make the Safe Harbor Contributions described in Subsection
       3.2(c).

       (a)  ADP Test.  The Committee will conduct the ADP Test for
            each Plan Year to determine whether the Average
            Deferral Percentage (ADP) for the HCE Group and the ADP
            for the NCE Group for each Plan Year are within the
            maximum disparity permitted under Subsection (a)(3). 
            The Committee will use the following steps to conduct
            the ADP Test:

            (1)  Actual Deferral Ratio (ADR).  The Committee will
                 determine the ratio of the sum of each
                 Participant's Before-Tax Contributions and any
                 Safe Harbor Contributions, to his Compensation.

            (2)  Average Deferral Percentage (ADP).  The ADP for
                 the HCE Group will be the average of their
                 individual ADRs, calculated separately for each
                 Employee in the HCE Group.  The ADP for the NCE
                 Group is the average of their individual ADRs,
                 calculated separately for each Employee in the
                 NCE Group.

            (3)  Maximum Disparity.  In no Plan Year will the ADP
                 of the HCE Group exceed the greater of:

                 (A)  the ADP of the NCE Group multiplied by 1.25;
                      or

                 (B)  the lesser of the ADP of the NCE Group plus
                      2 percentage points, or the ADP of the NCE
                      Group multiplied by 2.

       (b)  ACP Test.  The Committee will conduct the ACP Test  to
            determine whether the Actual Contribution Percentage
            (ACP) for the HCE Group and the ACP for the NCE Group
            for each Plan Year are within the maximum disparity
            permitted under Subsection (b)(3).  The Committee will
            use the following steps to conduct the ACP Test:

            (1)  Actual Contribution Ratio (ACR).  The Committee
                 will determine the ratio of the sum of each
                 Participant's total allocation of Matching
                 Contributions and any Safe Harbor Contributions,
                 to his Compensation.

            (2)  Average Contribution Percentage (ACP).  The ACP
                 for the HCE Group will be the average of their
                 individual ACRs, calculated separately for each
                 Employee in the HCE Group.  The ACP for the NCE
                 Group will be the average of their individual
                 ACRs, calculated separately for each Employee in
                 the NCE Group.

            (3)  Maximum Disparity.  In no Plan Year will the ACP
                 of the HCE Group in either the Savings Plan or
                 the ESOP exceed the greater of:

                 (A)  the ACP of the NCE Group multiplied by 1.25;
                      or

                 (B)  the lesser of the ACP of the NCE Group plus
                      2 percentage points, or the ACP of the NCE
                      Group multiplied by 2.

       (c)  Multiple Use.  The Committee will determine for each
            Plan Year whether to use the 2-point-spread-2-times
            multiplier in the ADP Test or in the ACP Test, and will
            use the 1.25-multiplier in the remaining test for that
            Plan Year; provided that in any Plan Year the Committee
            either may reclassify ADP amounts as ACP amounts for
            testing purposes only, or may use the multiple-use test
            described in Subsection (d).

       (d)  Multiple-Use Test.  The combined limit for the HCE
            Group may not exceed an amount equal to the sum of (1)
            the larger of the ADP or ACP of the NCE Group
            multiplied by the 2-point-spread-2-times multiplier,
            plus (2) the smaller of the ADP or ACP of the NCE Group
            multiplied by the 1.25 multiplier.

       (e)  Correction of Excess ADP Contributions and Excess ACP
            Contributions.  The Committee will correct any Excess
            ADP Contribution and Excess ACP Contribution, under the
            following rules.

            (1)  Correction before Excess Contributions are Made. 
                 In the event the Committee determines, before
                 Excess ADP Contributions and/or Excess ACP
                 Contributions are made, that the Plan will fail
                 to meet either the ADP Test or the ACP Test or
                 both tests for that Plan Year, then it will
                 either make the Safe Harbor Contribution
                 described in Subsection 3.2(c) or limit the
                 Before-Tax Contributions and/or Matching
                 Contributions for the HCE Group by such amount
                 and beginning as of such pay period as it
                 considers necessary to prevent failing the ADP
                 Test and/or ACP Test.

            (2)  Correction after Excess Contributions are Made. 
                 In the event the Committee determines, after the
                 Plan has already received Excess ADP
                 Contributions and/or Excess ACP Contributions,
                 that the Plan will fail to meet either the ADP
                 Test or the ACP Test or both Tests for that Plan
                 Year, then it either will make the Safe Harbor
                 Contribution described in Subsection 3.2(c) or
                 will refund the excess amounts and attributable
                 earnings as necessary to meet the ADP Test and/or
                 ACP Test.  The amount actually refunded will be
                 reduced to the extent that the amount of the
                 excess has already been reduced by the refund of
                 any Before-Tax Contributions in excess of $7,000
                 (indexed) under Section 7.1.  The Committee will
                 refund excess amounts and attributable earnings
                 to the affected HCEs no later than the end of the
                 Plan Year following the Plan Year for which the
                 excess amount was contributed, and if practicable
                 by March 15 of that Plan Year.

                 (A)  Excess ADP Contributions.  The Committee
                      will refund Excess ADP Contributions to HCEs
                      in the order of their Actual Deferral Ratios
                      (ADRs), beginning with the highest ADR and
                      continuing the refund, if necessary, until
                      all HCEs have the same ADR, and then
                      reducing those ADRs equally (the leveling
                      method).

                 (B)  Excess ACP Contributions.  The Committee
                      will forfeit nonvested Excess ACP
                      Contributions of HCEs.  The Committee will
                      refund Excess ACP Contributions to HCEs in
                      the order of their Actual Contribution
                      Ratios (ACRs), beginning with the highest
                      ACR and continuing the refunds, if
                      necessary, until all HCEs have the same ACR,
                      and then reducing those ACRs equally.

            (3)  Determination of Earnings Attributable to the 
                 Excess.  The Committee will use the Plan's normal
                 method of calculating earnings to determine the
                 amount of earnings attributable to each
                 Participant's allocation of Excess ADP
                 Contributions and/or Excess ACP Contributions.

       (f)  Family Aggregation Rules.

            (1)  Contributions Used in the ADP Test.

                 (A)  ADP Test.  For purposes of the ADP Test, the
                      Committee will aggregate the Compensation
                      and Contributions used in the ADP Test of
                      all Employees in any Family Unit as if the
                      Family Unit were a single HCE Participant
                      and the aggregate Actual Deferral Ratio
                      (ADR) of all members of the Family Unit were
                      the ADR of a single HCE Participant.

                 (B)  Correcting Excess ADP Contributions for the
                      Family Unit.  The Committee will correct any
                      Excess ADP Contributions by the following
                      method.

                      (i)  Leveling Method.  The Committee will
                           reduce the Family Unit ADR by treating
                           it as the ADR of an HCE Participant and
                           by reducing the ADR of all HCE
                           Participants, beginning with the
                           highest ADR and continuing the
                           reduction, if necessary, until all HCEs
                           have the same ADR, and then reducing
                           those ADRs equally.  The Committee will
                           then determine the dollar amount of the
                           Excess ADP Contribution.

                      (ii) Allocation of Excess.  The Committee
                           will allocate the Excess ADP
                           Contribution for the Family Unit among
                           the members in proportion to their
                           Contributions used in the ADP Test for
                           the Plan Year, i.e., by multiplying the
                           amount of the excess by the ratio of
                           each individual member's Contribution
                           used in the ADP Test to the total
                           Contributions of all members used in
                           the ADP Test.

            (2)  Contributions Used in the ACP Test.

                 (A)  ACP Test.  For purposes of the ACP Test, the
                      Committee will aggregate the Compensation
                      and Contributions used in the ACP Test of
                      all Employees in any Family Unit as if the
                      Family Unit were a single HCE Participant
                      and the aggregate Actual Contribution Ratio
                      (ACR) of all members of the Family Unit were
                      the ACR of a single HCE Participant.

                 (B)  Correcting Excess ACP Contributions.  The
                      Committee will correct any Excess ACP
                      Contributions of a Family Unit in the same
                      manner as it corrects Excess ADP
                      Contributions, described above in Subsection
                      (f)(1)(B), except that the term Actual
                      Contribution Ratio (ACR) will be substituted
                      for the term Actual Deferral Ratio (ADR)
                      each place it appears.

       (g)  Excess Annual Addition.  Any Before-Tax Contribution or
            Employer Contribution which is an Excess Annual
            Addition and which is distributed under Subsection
            7.3(b)(1) will not be included in the ADP Test or ACP
            Test, as applicable.

 7.3   Code Section 415 Limitation.  In no event will the Maximum
       Annual Addition for any Participant exceed the Code Section
       415 Limit described in this Section for any Plan Year after
       1986.

       (a)  Applicable Definitions.  For purposes of this Section,
            the following terms will have the meanings set forth
            below.

            (1)  Annual Addition.  Each Participant's Annual
                 Addition will include the sum of Before-Tax
                 Contributions and Employer Contributions
                 allocable to him for the Limitation Year,
                 including (A) Excess Dollar Deferrals that are
                 not timely refunded under Section 7.1, and (B)
                 Excess ADP Contributions and Excess ACP
                 Contributions, whether or not timely distributed
                 under Section 7.2; provided that any
                 Contributions which are distributed as Excess
                 Annual Additions under Subsection 7.3(b)(1) will
                 not be included in the Participant's Annual
                 Addition.

            (2)  Compensation.  The amount paid by the Employer to
                 the Participant and reported as taxable income on
                 his Form W-2 for the Limitation Year, which
                 amount will exclude Before-Tax Contributions and
                 Employer Contributions to this Plan.

            (3)  Controlled Group.  For purposes of this Section,
                 all controlled group members which have at least
                 50 percent common ownership, within the meaning
                 of Code Sections 414(b) and 415(h), will be
                 considered to be a single employer.

            (4)  Excess Annual Addition.  Any Before-Tax
                 Contribution and/or Employer Contribution which
                 exceeds the Participant's Maximum Annual Addition
                 for the Limitation Year.

            (5)  Limitation Year.  The Plan Year.

            (6)  Maximum Annual Addition.  For each Participant
                 during each Limitation Year, an amount which does
                 not exceed the lesser of (A) $30,000 (or 1/4 of
                 the defined benefit plan dollar limitation in
                 effect for the Limitation Year under Code Section
                 415(b)(1)(A) if greater or such other amount
                 specified under that Code Section), or (B) 25
                 percent of his Compensation.

       (b)  Treatment of Excess Annual Additions.  In the event the
            Committee determines that, as the result of a
            reasonable error in estimating a Participant's annual
            Compensation or in determining the amount of Before-Tax
            Contributions that he can make for the Plan Year under
            the $7,000 (indexed) limit described in Section 7.1, or
            under other circumstances that the Internal Revenue
            Service approves, the Annual Addition to any
            Participant's Accounts for any Plan Year would exceed
            his Maximum Annual Addition, the Committee will reduce
            his allocations to the extent necessary to equal his
            Maximum Annual Addition.  The Committee will disregard
            the removed Excess Annual Additions for purposes of the
            $7,000 (indexed) limitation described in Section 7.1
            and for purposes of the ADP Test and the ACP Test.  The
            Committee will remove Excess Annual Additions from the
            Accounts by using the following procedures:

            (1)  To the extent that any remaining excess results
                 from Before-Tax Contributions, the Committee will
                 refund it from the Participant's Before-Tax
                 Account, with a pro-rata distribution of vested
                 Matching Contributions, and/or forfeitures of
                 nonvested Matching Contributions, and a pro-rata
                 distribution of earnings.

            (2)  To the extent that any remaining excess results
                 from Matching Contributions, the Committee will
                 treat the excess as a Profit Sharing Contribution
                 and will reallocate it among other Participants
                 as a uniform percentage of their Compensation (as
                 defined in Section 1.20), up to their Maximum
                 Annual Additions.

            (4)  The Committee will hold in a separate Section 415
                 suspense account any remaining excess which
                 cannot be reallocated in the same Limitation
                 Year.  In subsequent Limitation Years, the
                 Committee will use the balance in the suspense
                 account to reduce Matching Contributions, to the
                 extent possible without exceeding the limitations
                 described in this Section.

            (5)  Upon Plan termination, any unallocated balance in
                 the suspense account will revert to the
                 Employer(s) whose Contributions caused the excess
                 allocations.

       (c)  Combined Plan Limitation.  If an Employee is a
            Participant at any time in both this Plan and any
            qualified defined benefit plan maintained by an
            Employer, and the sum of his Defined Benefit Fraction
            and his Defined Contribution Fraction exceeds 1.0, his
            benefit under the defined benefit plan will be reduced
            so that the sum of the fractions does not exceed 1.0.

            (1)  Defined Benefit Fraction.  The Participant's
                 Defined Benefit Fraction for any Plan Year is a
                 fraction, the numerator of which is his projected
                 annual benefit under the defined benefit plan
                 determined as of the close of the Plan Year and
                 the denominator of which is the lesser of:

                 (A)  1.25 multiplied by $90,000 (as adjusted) and
                      the product multiplied by the ratio of the
                      Participant's years of Employment (not
                      greater than 10) over 10; or

                 (B)  1.4 multiplied by his average Compensation
                      for the three consecutive calendar years
                      when his Compensation was highest.

            (2)  Defined Contribution Fraction.  The Participant's
                 Defined Contribution Fraction for any Plan Year
                 is a fraction, the numerator of which is the sum
                 of the Annual Additions to his Accounts for the
                 Plan Year and all prior Plan Years during his
                 Employment, and the denominator of which is the
                 sum of the lesser of the following amounts for
                 the Plan Year and all prior Plan Years during his
                 Employment:

                 (A)  1.25 multiplied by $30,000 (as adjusted); 
                      or

                 (B)  1.4 multiplied by 25 percent of his
                      Compensation for the Plan Year.

                 Alternatively, the Committee may authorize the
                 use of any method permitted by Treasury
                 Regulations from time to time to compute the
                 Defined Contribution Fraction.

       (d)  Combining of Plans.  For purposes of applying the
            limitations described in this Section, all defined
            benefit plans maintained by an Employer (whether or not
            terminated) will be treated as one defined benefit
            plan, and all defined contribution plans maintained by
            an Employer (whether or not terminated) will be treated
            as one defined contribution plan.

       (e)  Controlled Group.  For purposes of this Section, all
            controlled group members under 50 percent common
            control by or with the Company, within the meaning of
            Code Sections 414(b) and 415(h), will be considered to
            be a single Employer.

       (f)  Compliance With Code Section 415.  The intent of this
            Section is that the maximum benefit payable to each
            Participant will be exactly equal to the maximum amount
            permitted under Code Section 415.  If there is any
            discrepancy between this Section and Code Section 415,
            then Code Section 415 will prevail.

 7.4   Top-Heavy Rules.

       (a)  Definitions.  As used in this Section, the following
            words and phrases and any derivatives thereof will have
            the following meanings:

            (1)  Aggregation Group.
 
                 (A)  Required Aggregation Group.  Each of the
                      following qualified plans of the Controlled
                      Group is required to be aggregated for
                      purposes of determining top-heavy status: 
                      (i) each plan in which a Key Employee is a
                      participant, and (ii) each other plan which
                      enables any plan with Key Employee
                      participants to meet the requirements of
                      Code Section 401(a)(4) or 410.

                 (B)  Permissive Aggregation Group.  Qualified
                      plans of the Controlled Group which are
                      required to be aggregated, plus such plans
                      which are not part of the Required
                      Aggregation Group but which satisfy the
                      requirements of Code Sections 401(a)(4) and
                      410 when considered together with the
                      Required Aggregation Group.

            (2)  Cumulative Account Balances.  For purposes of
                 this Section, the Cumulative Account Balance of
                 each Participant as of any Determination Date
                 will include his:

                 (A)  Employer Contribution Account balance as of
                      the most recent Valuation Date, adjusted by
                      allocations of his proportionate share of
                      Employer Contributions actually made and
                      allocations of investment gains or losses
                      made or due to be made under Section 4.1 as
                      of the Determination Date.

                 (B)  Before-Tax Account balances as of the most
                      recent Valuation Date, adjusted by
                      allocations of investment gains or losses
                      made or due to be made under Section 4.1 as
                      of the Determination Date.

                 (C)  Distributions made to the Participant or to
                      his Spouse or beneficiary within the Plan
                      Year that includes the Determination Date
                      and the four preceding Plan Years, excluding
                      distributions rolled over to Related Plans.

                 Account balance(s) of any former Employee who has
                 not performed any service for any Employer during
                 the five-year period ending on the Determination
                 Date will not be considered.

            (3)  Determination Date.  For each Plan Year, the last
                 day of the preceding Plan Year.

            (4)  Key Employee.  Any Employee or former Employee
                 who is, or at any time during the Plan Year in
                 which occurs the Determination Date or any of the
                 four preceding Plan Years has been either:

                 (A)  One of the 10 highest-paid owners of any
                      Employer or Controlled Group member, who
                      both (i) owns more than a 1/2 percent
                      interest in value of the Employer or
                      Controlled Group Member, and (ii) earns more
                      than $30,000 Compensation as indexed under
                      Code Section 415(d).

                 (B)  A 5-percent owner of an Employer or
                      Controlled Group member.

                 (C)  A 1-percent owner of an Employer or
                      Controlled Group member having Compensation
                      of more than $150,000.

                 (D)  An officer (a high-level policy-making
                      executive) who receives more than $45,000
                      Compensation as indexed under Code Section
                      415(d), provided that the maximum number of
                      officers will be the lesser of (i) 50, or
                      (ii) the greater of 3, or 10 percent of the
                      total number of Controlled Group employees.
 
            (5)  Non-Key Employee.  Any Employee or former
                 Employee who is not a Key Employee.

            (6)  Related Plans.  Qualified plans maintained by the
                 Company or a Controlled Group employer.

       (b)  Determination of Top-Heavy Status.  The Plan will be
            top-heavy for any Plan Year if, as of the Determination
            Date:

            (1)  60 Percent Rule.  The sum of the Cumulative
                 Account Balances of Participants who are Key
                 Employees, exceeds 60 percent of the sum of the
                 Cumulative Account Balances of all Participants;
                 or

            (2)  Top-Heavy Group Rule.  The Plan is part of a
                 Required Aggregation Group in which more than 60
                 percent of the sum of (A) aggregated Cumulative
                 Account Balances, and (B) present values of
                 accrued benefits under defined benefit plans,
                 have been accumulated in favor of Key Employees;
                 provided that the Plan will not be considered a
                 top-heavy plan with respect to any Plan Year in
                 which the Plan is part of a Required or
                 Permissive Aggregation Group that is not
                 top-heavy.

       (c)  Plan Operation During Top-Heavy Status. 
            Notwithstanding any other provision of the Plan, the
            following provisions will apply to Participants for any
            Plan Year in which the Plan is top-heavy.

            (1)  Minimum Benefit or Allocation.  Each Participant
                 who is a Non-Key Employee in a top-heavy Plan
                 Year and who also participates in a defined
                 benefit plan maintained by a Controlled Group
                 employer, will receive the minimum benefit under
                 the defined benefit plan required under Code
                 Section 416(c)(1).  Each Non-Key Employee
                 Participant who does not participate in a defined
                 benefit plan, and who has not terminated
                 Employment as of the last day of the Plan Year,
                 will receive an allocation of Employer
                 Contributions in an amount not less than the
                 lesser of (A) 3 percent of his Compensation,
                 whether or not he has made any Employee
                 Contributions for the Plan Year, and regardless
                 of his level of Compensation for the Plan Year,
                 or (B) the percentage contributed for the HCE who
                 receives the greatest percentage for the Plan
                 Year.

            (3)  Effect on Aggregate Defined Benefit and Defined
                 Contribution 

                 Limits.  For the purpose of calculating the
                 denominators of the Defined Benefit Fraction and
                 Defined Contribution Fraction under Section 7.3,
                 1.0 will be substituted for l.25 each place it
                 appears; provided that such substitution will not
                 be required if:

                 (A)  the Cumulative Account Balances for Key
                      Employees does not exceed 90 percent of the
                      Cumulative Account Balances for all
                      Employees, and 

                 (B)  the minimum top-heavy benefit is provided to
                      the Participant under a defined benefit plan
                      maintained by a Controlled Group employer;

                 and provided further that such substitution will
                 be suspended for any Employee or former Employee
                 so long as he receives no allocations under this
                 Plan or any other qualified plan maintained by a
                 Controlled Group employer.

                                      ARTICLE 8
                Amendment, Termination and Merger

 8.1   Amendment.

       (a)  Procedure.  The Company will have the right to amend
            the Plan from time to time.  The Committee will
            determine that an amendment is appropriate, and will
            determine whether the amendment may significantly alter
            the Plan's contribution requirements or expense
            provisions.  The Committee or its agent will draft the
            amendment.  Each amendment must be approved by a
            majority of the Committee members then in office.  The
            Company's President, or officer designated by the
            President, will adopt each amendment by placing his
            signature thereon.  If the amendment may significantly
            alter the Plan's contribution requirements or expense
            provisions, the Board of Directors must approve it by
            resolution.  Within 30 days after the date when the
            amendment is adopted, the Committee will provide a copy
            to each Employer.

       (b)  Prohibited Amendments.  No amendment will be permitted
            which would have the effect of any of the following:

            (1)  Exclusive Benefit.  No amendment will permit any
                 part of the Trust Fund to be used for purposes
                 other than the exclusive benefit of Participants.

            (2)  Nonreversion.  No amendment will cause any
                 portion of the Trust Fund to revert to any
                 Employer, except such amount as may remain after
                 termination of the Plan and satisfaction of all
                 liabilities.

            (3)  No Cutback.  No amendment will eliminate any
                 optional form of benefit with respect to Account
                 balances accrued before the amendment.

 8.2   Termination of the Plan.

       (a)  Right to Terminate.  The Company expects this Plan to
            be continued indefinitely but necessarily reserves the
            right to terminate the Plan and all contributions at
            any time, subject to approval by the Board.  Each
            Employer reserves the right to terminate its
            participation in the Plan at any time by appropriate
            action of its board of directors.

       (b)  Full Vesting.  In the event of termination or partial
            termination, the Account balances of each affected
            Participant, to the extent funded, will become fully
            vested as of the termination date.  For purposes of
            accelerated vesting, affected Participants will include
            only those who are in active Employment as of the Plan
            termination date.  All nonvested Participants who
            terminated Employment before the Plan termination date
            will be considered to have received constructive
            cash-outs of their entire Account balances under
            Subsection 6.2(g).

       (c)  Provision for Benefits Upon Plan Termination.  In the
            event of termination, the Committee may in its
            discretion act as follows:

            (1)  Maintain the Trust.  The Committee may continue
                 the Trust for so long as it considers advisable
                 and so long as permitted by law, either through
                 the existing trust agreement(s), or through
                 successor funding media.

            (2)  Terminate the Trust.  The Committee may terminate
                 the Trust, pay all expenses, and direct the
                 payment of the benefits, either in the form of
                 lump-sum distributions, installment payments,
                 transfer to another qualified plan, or any other
                 form selected by the Committee, to the extent not
                 prohibited by law.

       (d)  Surplus Reversion.  Any assets that remain after all
            benefits under the Plan have been allocated will be
            returned to the affected Employer(s), to the extent
            permitted by applicable law.

 8.3   Plan Merger.  In the event of any merger or consolidation of
       the Plan with any other plan, or the transfer of assets or
       liabilities by the Plan to another plan, each Participant
       will be entitled to receive a benefit immediately after the
       merger, consolidation or transfer, if the Plan then
       terminated, which is equal to or greater than the benefit he
       would have been entitled to receive immediately before the
       merger, consolidation, or transfer if the Plan had then
       terminated.

                            ARTICLE 9
                         Administration

 9.1   Allocation of Fiduciary Responsibilities.  The Plan
       fiduciaries will have the powers and duties described below,
       and may delegate their duties to the extent permitted under
       ERISA Section 402.

       (a)  Company and Employers.  The Company, through its Board,
            will be responsible for amending the Plan, terminating
            the Plan, appointing Committee members, and appointing
            and removing the Trustee.  The Company and each
            Employer will be responsible for making contributions
            to the Plan in the amounts determined by the Committee
            based on the Before-Tax Contributions made by
            Participants, net profit margins, and ADP Test and ACP
            Test results.  Each Employer will promptly provide
            complete information regarding the Compensation,
            Before-Tax Contributions and Employment of each
            Participant and such other relevant information as the
            Committee may require.

       (b)  The Committee.

            (1)  Appointment and Termination of Office.  The
                 Committee will consist of not less than 1 nor
                 more than 5 individuals who will be appointed by
                 and serve at the pleasure of the Board.  The
                 Board will have the right to remove any member of
                 the Committee at any time.  A member may resign
                 at any time by written resignation to the
                 Committee and the Board.  If a vacancy in the
                 Committee should occur, the Board will appoint a
                 successor.

            (2)  Organization of Committee. The Board will appoint
                 a Chairman from among the Committee members, and
                 will appoint a Secretary who may or may not be a
                 Committee member.  The Committee may appoint
                 agents who may or may not be Committee members,
                 as it considers necessary for the effective
                 performance of its duties, and may delegate to
                 the agents ministerial powers and duties as it
                 considers expedient or appropriate.  The
                 Committee will fix the compensation of the agents
                 within the limits set by the Board.  Employee
                 Committee members will serve as such without
                 additional compensation.

            (3)  Committee Meetings.  The Committee will hold
                 meetings at least annually.  A majority of the
                 members then in office will constitute a quorum. 
                 Each action of the Committee will be taken by a
                 majority vote of all members then in office,
                 provided that the Committee may establish
                 procedures for taking written votes without a
                 meeting.

            (4)  Powers of the Committee.  The Committee will have
                 primary responsibility for administering the
                 Plan, and all powers necessary to enable it to
                 properly perform its duties, including but not
                 limited to the following powers and duties:

                 (A)  Rules.  The Committee may adopt rules and
                      regulations necessary for the performance of
                      its duties under the Plan.

                 (B)  Construction.  The Committee will have the
                      power to construe the Plan and to decide all
                      questions arising under the Plan.

                 (C)  Right to Benefits.  The Committee will have
                      discretionary authority to determine the
                      eligibility of Participants or their
                      beneficiaries to receive benefits and the
                      amount of benefits to which any Participant
                      or beneficiary may be entitled under the
                      Plan, and will enforce the claims procedure
                      described in Section 9.4.

                 (D)  Employee Data.  The Committee will request
                      from the Employer complete information
                      regarding the Compensation, Before-Tax
                      Contributions, and Employment of each
                      Eligible Employee and other facts as it
                      considers necessary from time to time, and
                      will treat Employer records as conclusive
                      with respect to such information.

                 (E)  Payments.  The Committee will direct the
                      payment of benefits from the Trust, or may
                      appoint a disbursing agent, and will specify
                      the payee, the amount and the conditions of
                      each payment.

                 (F)  Disclosure.  The Committee will prepare and
                      distribute to the Employees plan summaries,
                      notices and other information about the Plan
                      in such manner as it deems proper and in
                      compliance with applicable law.

                 (G)  Application Forms.  The Committee will
                      provide forms for use by Participants in
                      designating beneficiaries and applying for
                      benefits.

                 (H)  Agents.  The Committee will retain legal
                      counsel, accountants and such other agents
                      as it deems necessary to properly administer
                      the Plan.
                          
                 (I)  Financial Statements.  The Committee will
                      periodically prepare reports of the Plan's
                      operation, showing its assets and
                      liabilities in reasonable detail, and will
                      submit a copy of each report to the Board
                      and cause a copy to be maintained in the
                      office of the secretary of the Committee.

                 (J)  Reporting.  The Committee will cause to be
                      filed all reports required under ERISA and
                      the Code.

                 (K)  Investment Manager.  With approval of the
                      Board, the Company may appoint an investment
                      manager.

                 (L)  Accounts.  The Committee will maintain or
                      cause to be maintained individual Accounts
                      for Participants, and to allocate or cause
                      to be allocated Before-Tax Contributions,
                      Employer Contributions, and Rollover
                      Contributions to the proper Accounts.

                 (M)  General.  The Committee will perform all
                      acts reasonably necessary to administer the
                      Plan.

       (c)  The Trustee.  The Board will appoint a Trustee who will
            have the duties and responsibilities described in the
            trust agreement executed by the Company and the
            Trustee.  The trust agreement will be an integral part
            of this Plan.

 9.2   Expenses.  The Committee will determine, in its sole
       discretion, whether the expenses incurred in administering
       the Plan and Trust will be paid by the Employer(s) or by the
       Trustee from the Trust Fund, or will be charged to Accounts
       (such as recordkeeping fees for processing elections,
       allocations, withdrawals and distributions).  Plan expenses
       include but are not limited to fees and charges of
       actuaries, attorneys, accountants, consultants, investment
       managers, recordkeepers, and the Trustee.  The Trustee will
       pay from the Trust Fund all expenses directly incurred in
       connection with the investment of Plan assets.  No Employee
       will receive any additional Compensation for services
       performed in connection with the Plan.

 9.3   Indemnification.  The Employers will indemnify and hold
       harmless the Committee and each member and each person to
       whom the Plan Administrator or either Committee has
       delegated responsibility under this Article, from all joint
       or several liability for their acts and omissions and for
       the acts and omissions of their duly appointed agents in the
       administration of the Plan, except for their own breach of
       fiduciary duty and willful misconduct.

 9.4   Claims Procedure.

       (a)  Application for Benefits.  The Committee will furnish
            to each Participant, upon his retirement, information
            about the benefits to which he is entitled under the
            Plan.  The Committee may require any person claiming
            benefits under the Plan to submit a written
            application, together with such documents, evidence,
            and information as it considers necessary to process
            the claim.

       (b)  Action on Application.  Within 90 days after receipt of
            an application and all necessary documents and
            information, the Committee will furnish the claimant a
            written notice of its decision.  If the Committee
            denies the claim in whole or in part, the notice will
            set forth (1) specific reasons for the denial, with
            specific reference to Plan provisions upon which the
            denial is based; (2) a description of any additional
            information or material necessary to process the
            application with an explanation why such material or
            information is necessary; and (3) an explanation of the
            Plan's claim review procedure.

            If special circumstances require an extension of time
            for processing the claim, the Committee will furnish
            the claimant written notice of the extension before the
            end of the initial 90-day period.  In no event will the
            extension exceed a period of 90 days from the end of
            the initial period.  The notice will explain the
            circumstances requiring an extension of time and the
            date by which the Committee expects to render a
            decision.

       (c)  Claim Review.  The claimant who does not agree with the
            decision rendered on his application may request that
            the Committee review the decision.  The request must be
            made within 60 days after the claimant receives the
            decision, or if the application has neither been
            approved nor denied within the 90-day period specified
            in subsection (b), then the request must be made within
            60 days after expiration of the 90-day period.

            Each request for review must be in writing and
            addressed to the Committee.  Concurrently with filing
            the request for review, or within the 60-days request
            period, the claimant may submit in writing to the
            Committee a statement of the issues raised by his
            appeal and supporting arguments and comments.

            During the pendency of his appeal the claimant may
            inspect all documents which are reasonably pertinent to
            his case, upon reasonable notice to the Committee. 
            However, under no circumstance will any Employer be
            required to disclose to any claimant information
            concerning any person other than the Participant whose
            benefit is being claimed, to the extent such
            information is normally treated as confidential.

            Where the Committee believes that the issues raised by
            the claimant's appeal may be more efficiently or fairly
            processed by taking testimony of the claimant or
            others, it will set the matter for oral hearing and
            give the claimant reasonable notice of the time and
            place.  Whether or not an oral hearing is scheduled,
            the Committee will proceed promptly to resolve all
            issues raised by the claimant's appeal and will render
            a written decision on the merits, with a statement of
            the reasons and references to the pertinent supporting
            provisions of the Plan, within 60 days following
            receipt of the claimant's request for review.

            If special circumstances require an extension of time,
            the Committee will render a decision as soon as
            possible, but not later than 120 days after receipt of
            the request for review.  If an extension is required,
            the Committee will furnish to the claimant written
            notice of the extension, including an explanation of
            the circumstances requiring the extension, before
            commencement of the extension period.

                           ARTICLE 10
                          Miscellaneous

10.1   Headings.  The headings and subheadings in this Plan have
       been inserted for convenient reference, and in the event a
       heading or subheading conflicts with the text, the text will
       govern.

10.2   Construction.  The Plan will be construed in accordance with
       the laws of the State of Alabama, except to the extent such
       laws are preempted by ERISA and the Code.

10.3   Qualification for Continued Tax-Exempt Status. 
       Notwithstanding any other provision of the Plan, the
       amendment and restatement of the Plan is adopted on the
       condition that it will be approved by the Internal Revenue
       Service as meeting the requirements of the Code and ERISA
       for tax-exempt status, and in the event continued
       qualification is denied and cannot be obtained by revisions
       satisfactory to the Committee, this amendment and
       restatement will be null and void.

10.4   Nonalienation. No benefits payable under the Plan will be
       subject to the claim or legal process of any creditor of any
       Participant or beneficiary, and no Participant or
       beneficiary will alienate, transfer, anticipate or assign
       any benefits under the Plan, except that payments will be
       made pursuant to (a) qualified domestic relations orders
       issued in accordance with Code Section 414(p), (b) judgments
       resulting from federal tax assessments, and (c) as otherwise
       required by law.

10.5   No Employment Rights.  Participation in the Plan will not
       give any Employee the right to be retained in the employ of
       any Employer, or upon termination any right or interest in
       the Plan except as provided in the Plan.

10.6   No Enlargement of Rights.  No person will have any right to
       or interest in any portion of the Plan except as
       specifically provided in the Plan.

10.7   Withholding for Taxes.  Payments under the Plan will be
       subject to withholding for payroll taxes as required by law. 
       Beginning in 1993, each Employer will withhold 20 percent
       federal income tax from each lump sum payment which is not
       rolled over directly into another qualified retirement plan
       or individual retirement account under Subsection 6.2(f).


    IN WITNESS WHEREOF, The Colonial Company has caused this
amendment and restatement of The Colonial 401(k) and Profit Sharing
Plan to be executed by its duly authorized officer this _________
day of December, 1994, to be effective as of January 1, 1991.


                                     THE COLONIAL COMPANY


                                    By:____________________________

                                 Title:____________________________

ATTEST:



___________________________                  
Secretary

Corporate Seal

                               Ex-5.

                 Miller, Hamilton, Snider & Odom
                        Attorneys at Law
                            Suite 802
                       One Commerce Street
                    Montgomery, Alabama 36104
                          334-834-5550


                         September 27, 1995

                                                 Montgomery Office

The Colonial BancGroup, Inc.
Post Office Box 1108
Montgomery, Alabama 36101

     Re:  Registration Statement on Form S-8 relating to The      
          Colonial 401(k) and Profit Sharing Plan

Gentlemen:

     We are familiar with the proceedings taken and proposed to be
taken by The Colonial BancGroup, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company
of up to 500,000 shares of its Common Stock, par value $2.50 per 
share, from authorized but unissued shares pursuant to the Company's
401(k) and Profit Sharing Plan.   We have also acted as counsel for
the Company in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, of the registration statement on Form S-8
referred to in the caption above.  In this connection we have
reviewed such documents and matters of law as we have deemed
relevant and necessary as a basis for the opinions expressed
herein.

     Upon the basis of the foregoing, we are of the opinion that:

     (i)  The Company is a corporation duly organized and existing
under the laws of the State of Delaware;

     (ii)  The shares of Common Stock of the Company referred to
above, to the extent actually issued pursuant to the Plan from the
Company's authorized but unissued shares of Common Stock, will be
duly and validly authorized and issued and will be fully paid and
nonassessable shares of Common Stock of the Company; and

     (iii)  Under the laws of the State of Delaware, no personal
liability attaches to the ownership of the shares of Common Stock
of the Company.

     We hereby consent to the filing of this opinion as an exhibit
to the above-referenced registration statement.  In consenting to
the inclusion of our opinion in the registration statement we do
not thereby admit that we are a person whose consent is required
pursuant to Section 7 of the Securities Act of 1933, as amended.

                               Sincerely,

                               MILLER, HAMILTON, SNIDER & ODOM, L.L.C.

                               By:___________________________
                                  Michael D. Waters

                            Ex-23.(A)

               CONSENTS OF INDEPENDENT ACCOUNTANTS



     We consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated 
February 24, 1995, on our audits of the restated consolidated 
financial statements of The Colonial BancGroup, Inc. and 
subsidiaries as of December 31, 1994 and 1993 and for each 
of the three years ended December 31, 1994.


                              /s/ Coopers & Lybrand L.L.P.

                                  Montgomery, Alabama
                                  September 26, 1995

     We consent to the incorporation by reference in the registration
statement of The Colonial BancGroup, Inc. (Colonial), on Form S-8 of our
report dated April 25, 1995, on our audits of the financial statements
of The Colonial 401(k) and Profit Sharing Plan (previously presented as
The Colonial Company Profit Sharing Plan) as of December 31, 1994 and
1995 and for each of the three years in the period ended December 31, 1994,
which report is included in Colonial's Form 11-K.

                                   /s/ Coopers & Lybrand L.L.P.
Montgomery, Alabama
September 26, 1995


                             Ex-24.(B)

                       CONSENT OF COUNSEL

To:  The Colonial BancGroup, Inc.

     We hereby consent to the use in this registration statement of
The Colonial BancGroup, Inc., on Form S-8 of our name in item 5.

                          _____________________________________________
                          MILLER, HAMILTON, SNIDER & ODOM, L.L.C.

September 27, 1995

                              Ex-24

     Power of attorney, filed as Exhibit 25 to the Registrant's 
Annual Report on Form 10-K for the fiscal year ending December 31, 
1994, is incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 178992}]
{"company-data": {"conformed-name": "COLONIAL BANCGROUP INC", "cik": "0000092339", "assigned-sic": "6022", "irs-number": "630661573", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63347", "film-number": "95579831"}, "business-address": {"street1": "ONE COMMERCE ST STE 800", "street2": "P O BOX 1108", "city": "MONTGOMERY", "state": "AL", "zip": "36104", "phone": "3342405000"}, "mail-address": {"street1": "ONE COMMERCE STREET STE 800", "street2": "PO BOX 1108", "city": "MONTGOMERY", "state": "AL", "zip": "36101"}, "former-company": {"former-conformed-name": "SOUTHLAND BANCORPORATION", "date-changed": "19820205"}}
FEE PAID VIA FEDWIRE
Washington, D.C.
                     ______________________

                            Form S-8
                     Registration Statement
                              Under
                   The Securities Act of 1933
                     ______________________

                  The Colonial BancGroup, Inc.
     (Exact name of registrant as specified in its charter)

        Delaware                            63-0661573
(State of Incorporation)       (I.R.S. Employer Identification No.)

         One Commerce Street, Suite 800
           Montgomery, Alabama 36104            (334) 240-5000
(Address of principal executive offices)        (Telephone No.)

           The Colonial 401(k) and Profit Sharing Plan
                      (Full title of plan)

        W. Flake Oakley, IV                  Copies to:
Chief Financial Officer, Treasurer
          and Secretary                      Michael D. Waters
       Post Office Box 1108                  Miller, Hamilton, Snider & Odom
     Montgomery, Alabama 36102               One Commerce Street, Suite 802     
         (334) 240-6035                      Montgomery, Alabama 36103
(Name, address and telephone number          (334) 834-5550     
        of agent for service)               

                CALCULATION OF REGISTRATION FEE
Title of Securities     Amount to be     Prop. Max. Offering     Prop. Max. Aggregate     Amount of Fee
to be Registered         Registered         Price Per Unit          Offering Price

Common Stock par 
value $2.50 per            500,000             $29.3125               $14,656,250          $5,053.88(1)
share

Participation 
Interests                    (2)
(1) Calculated pursuant to Rule 457(h).

(2) In addition, pursuant to Rule 416(c) under the Securities Act
    of 1933, this registration statement also covers an indeterminate
    amount of interests to be offered or sold pursuant to the
    employee benefit plan described herein.
PART I

     The documents specified in Part I of Form S-8 are omitted in
accordance with the 'Note' to Part I of Form S-8.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The Registrant, The Colonial BancGroup, Inc., and The Colonial
401(k) and Profit Sharing Plan (the "Plan"), hereby incorporate,
the following documents by reference in this registration
statement:   All documents subsequently filed by the Registrant or
the Plan pursuant to sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof
from the date of filing of such documents:

     (a) The Registrant's and the Plan's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act that
contains audited financial statements for the registrant's and the
Plan's latest fiscal year for which such statements have been filed, 
i.e., the Annual Report on Form 10-K for the fiscal year ending 
December 31, 1994 except to the extent that items 7, 8 and 14 of such 
report are superceded by BancGroup's Form 8-K referred to in item 
(b)(4) below and the Plan's Form 11-K for the fiscal year ending 
December 31, 1994.

     (b)  (1)  The Registrant's quarterly reports on Form 10-Q for
               the quarters ended March 31, 1995 and June 30,
               1995;

          (2)  The Registrant's report on Form 8-K dated February
               21, 1995;

          (3)  The Registrant's report on Form 8-K/A dated April
               21, 1995;

          (4)  The Registrant's report on Form 8-K dated July 10,
               1995; and

     (c)  The Registrant's Form 8-A dated November 22, 1994,
effective February 22, 1995 containing a description of the
Registrant's common stock.

     Item 4.  Description of Securities.

     Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

     Certain legal issues respecting the shares of Common Stock of
the Registrant to be issued are being passed upon by the law firm
of Miller, Hamilton, Snider & Odom,  L.L.C. Post Office Box 46,
Mobile, Alabama 36601.  John C. H. Miller, Jr., a partner in such
firm,  is a director of the Registrant.  Mr. Miller owns 11,173
shares of Common Stock of the Registrant.  

     Item 6.  Indemnification of Directors and Officers.

     Pursuant to Section 145 of the Delaware General Corporation
Law, officers, directors, employees and agents of the Registrant
are entitled to indemnification against liabilities incurred while
acting in such capacities on behalf of the Registrant, including
reimbursement of certain expenses.  In addition, the Registrant
maintains an officers' and directors' insurance policy and a
separate indemnification agreement pursuant to which directors and 
certain officers of the registrant would be entitled to 
indemnification against certain liabilities, including
reimbursement of certain expenses.

     Item 7.  Exemption from Registration Claimed.

     Not applicable.

     Item 8.  Exhibits.

Exhibit No.               Description

   4.(A)       Article 4 of the Restated Certificate of
               Incorporation of the Registrant filed as Exhibit
               4.1 to the Registrant's Report on Form 8-K, dated
               February 21, 1995, and incorporated herein by
               reference.
               
   4.(B)       Article II of the Bylaws of the Registrant filed as
               Exhibit 4.2 to the Registrant's Report on Form 8-K,
               dated February 21, 1995, and incorporated herein by
               reference.
               
   4.(C)       The Colonial 401(k) and Profit Sharing Plan

   5.          Opinion of Miller, Hamilton, Snider & Odom, L.L.C.
               as to certain issues regarding the securities being
               registered.

     UNDERTAKING: The registrant has submitted a request to the Internal 
Revenue Service for a determination that the Plan, as amended, is a 
qualified plan under section 401 of the Internal Revenue Code. The 
registrant hererby undertakes that it will make all changes required 
by the IRS in order to qualify such plan. 

  23.(A)       Consents of Coopers & Lybrand.

  23.(B)       Consent of Miller, Hamilton, Snider & Odom, L.L.C.

    24         Power of attorney filed as Exhibit 25 of the
               Registrant's Annual Report on  Form 10-K for the
               fiscal year ending December 31, 1994 and
               incorporated  herein by reference.

     Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
     
     (i)  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

     (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;

     (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

     (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

     (b)  The undersigned registrant undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where applicable, each
filing of the Plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the registration 
statement shall be deemed to be a new registration statement relating 
to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions summarized in Item 6 of this Registration Statement, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue. 

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Montgomery, Alabama, on the 2 day of October, 1995.

                               THE COLONIAL BANCGROUP, INC.

                                BY:     /s/ Robert E. Lowder
                                        Its Chairman of the Board
                                        of Directors, President and
                                        Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

SIGNATURES                               TITLE                  DATE

/s/ Robert E. Lowder
_____________________________     Chairman of the Board          **
Robert E. Lowder                  of Directors, President
                                  and Chief Executive Officer

/s/ W. Flake Oakley, IV
______________________________    Chief Financial Officer,       **
W. Flake Oakley, IV               Treasurer and Secretary

            *
______________________________     Director                      **
Young J. Boozer

            *
______________________________
William Britton                    Director                      **

            *
______________________________     Director                      **
Jerry J. Chesser

______________________________     Director                      **
Augustus K. Clements, III

            *
______________________________     Director                      **
Robert Craft  

            *
______________________________     Director                      **
Patrick F. Dye

            *
______________________________     Director                      **
Clinton O. Holdbrooks

            *
______________________________     Director                      **
D. B. Jones

            *
______________________________     Director                      **
Harold D. King

            *
______________________________     Director                      **
John Ed Mathison

            *
______________________________     Director                      **
Milton McGregor

            *
______________________________     Director                      **
John C. H. Miller, Jr.

            *
______________________________     Director                      **
Joe D. Mussafer

            *
______________________________     Director                      **
William E. Powell, III
            *
______________________________     Director                      **
Jack H. Rainer

            *
______________________________     Director                      **
Frances E. Roper

            *
______________________________     Director                      **
Ed V. Welch

*    The undersigned, acting pursuant to a power of attorney, has
     signed this registration statement on form S-8 for and on
     behalf of the persons indicated above as such persons true and
     lawful, attorney-in-fact and in their names, places and stead,
     in the capacities indicated above and on the date indicated
     below.

/s/  W. Flake Oakley, IV
________________________
     W. Flake Oakley, IV
     Attorney-in-Fact

**Date: October 2, 1995

                          EXHIBIT INDEX

  EXHIBIT                                                            PAGE

Ex-4.(A)        Article 4 of the Restated Certificate of
                Incorporation of the Registrant filed as Exhibit
                4.1 to the Registrant's Report on Form 8-K, dated
                February 21, 1995, and incorporated herein by
                reference.

Ex-4.(B)        Article II of the Bylaws of the Registrant filed as
                Exhibit 4.2 to the Registrant's Report on Form 8-K,
                dated February 21, 1995, and incorporated herein by
                reference.

Ex-4.(C)        The Colonial 401(k) and Profit Sharing Plan

Ex-5.           Opinion of Miller, Hamilton, Snider & Odom, L.L.C.
                as to certain issues regarding the securities being
                registered.

Ex-23.(A)       Consents of Coopers & Lybrand

Ex-23.(B)       Consent of Miller, Hamilton, Snider & Odom, L.L.C.

Ex-24           Power of Attorney filed as Exhibit 25 to the
                Registrant's Annual Report on Form 10-K for the
                fiscal year ending December 31, 1994, and
                incorporated herein by reference.

                             Ex-4.(A)

     Article 4 of the Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 4.1 to the Registrant's Report on Form
8-K, dated February 21, 1995, is incorporated herein by reference.

                             Ex-4.(B)

     Article II of the Bylaws of the Registrant, filed as Exhibit
4.2 to the Registrant's Report on Form 8-K, dated February 21,
1995, is incorporated herein by reference.

                             Ex-4.(C)

                     THE COLONIAL 401(k) AND

                       PROFIT SHARING PLAN

                      Amended and Restated
                    Effective January 1, 1991

                     THE COLONIAL 401(k) AND

                       PROFIT SHARING PLAN

Introduction

Effective October 1, 1983, The Colonial Company (the Company),
adopted The Colonial Company Thrift Plan and Trust Agreement (the
Plan), which provided for profit sharing contributions and employee
after-tax contributions.  Effective January 1, 1986, the Plan was
amended and restated to change the employee after-tax contributions
to before-tax contributions under Section 401(k) of the Internal
Revenue Code (the Code) and to provide for Company matching
contributions.  The name of the Plan was changed to The Colonial
Company Employees' Incentive Savings Plan.  Effective January 1,
1987, the name of the Plan was changed to The Colonial Company
Profit Sharing Plan.  Effective January 1, 1991, the name of the
Plan is again changed to The Colonial 401(k) and Profit Sharing
Plan.

Other amendments to the 1986 restated Plan were as follows:  (1)
Amendment No. 1 effective January 1, 1987 and January 1, 1988, (2)
Amendment No. 2 effective January 1, 1987 and January 1, 1988, (3)
Amendment No. 3 effective January 1, 1987, (4) Amendment No. 4
effective August 1, 1988, (5) Amendment No. 5 effective January 1,
1989, and (6) Amendment No. 6 effective  January 1, 1988.

Effective January 1, 1991, the Plan is amended and restated to
incorporate the six amendments made since the January 1, 1986
restatement, and to comply with amendments made to the Code and the
Employee Retirement Income Security Act (ERISA) by the Tax Reform
Act of 1986, the Omnibus Budget Reconciliation Act of 1986, the
Technical and Miscellaneous Revenue Act of 1988, the Unemployment
Compensation Act of 1992, the Omnibus Budget Reconciliation Act of
1993, and Treasury Department Regulations, Department of Labor
Regulations, and other publications issued under those statutes.

The procedures for qualifying and administering domestic relations
orders are set forth in Addendum A.  The Addendum is attached to
the main document, and is an integral part of the Plan.

The rights of any employee who terminated employment before the
effective date of this restatement of the Plan will be governed by
the Plan as in effect on the employee's termination date.  All
other Participants will be entitled to benefits payable under the
Plan as amended and in effect on January 1, 1991.

                     THE COLONIAL 401(k) AND
                       PROFIT SHARING PLAN

                        Table of Contents

                                                               Page
ARTICLE 1  - DEFINITIONS

     1.1     ACP Test                                           1
     1.2     ADP Test                                           1
     1.3     Accounts                                           1
             (a)   Employer Contribution Accounts               1
             (b)   Employee Contribution Accounts               2
             (c)   Rollover Account                             3
     1.4     Actual Contribution Ratio (ACR)                    3
     1.5     Actual Deferral Ratio (ADR)                        3
     1.6     Addenda                                            3
     1.7     Adoption Agreement                                 3
     1.8     Affiliated Company                                 4
     1.9     After-Tax Account                                  4
     1.10    Average Contribution Percentage (ACP)              4
     1.11    Average Deferral Percentage (ADP)                  4 
     1.12    Before-Tax Account                                 4
     1.13    Before-Tax Contribution                            4
     1.14    Board                                              4
     1.15    Break in Service                                   4
     1.16    Code                                               4
     1.17    Committee                                          5
     1.18    Company                                            5
     1.19    Company Stock                                      5
     1.20    Compensation                                       5
             (a)   Contributions and Nondiscrimination 
                   Testing                                      5
             (b)   Code Section 415 Limitations and 
                   Deductibility of Employer Contributions      6
             (c)   Statutory Cap                                6
     1.21    Contributions                                      7
             (a)   Employer Contributions                       7
             (b)   Before-Tax Contributions                     8
             (c)   Rollover Contributions                       9
     1.22    Controlled Group                                   9
     1.23    Disability                                         9
     1.24    Effective Date                                     9
     1.25    Eligible Employee (or Employee)                    9
     1.26    Employer                                          10
     1.27    Employer Contribution Accounts                    10
     1.28    Employer Contributions                            10
     1.29    Employment                                        10
     1.30    Employment Date                                   10
     1.31    Enrollment Date                                   10
     1.32    ERISA                                             11
     1.33    Excess ACP Contributions                          11
     1.34    Excess ADP Deferrals                              11
     1.35    Excess Dollar Deferrals                           11
     1.36    Family Unit                                       11
     1.37    Five-Year Break                                   11
     1.38    HCE Group                                         12
     1.39    Highly Compensated Employee (HCE)                 12
             (a)   Applicable Definitions                      12
             (b)   Identifying HCEs                            13
             (c)   Indexing                                    15
             (d)   Family Aggregation Rules                    15
     1.40    Hours of Service                                  15
             (a)   Periods of Credit                           15
             (b)   Periods of No Credit                        16
             (c)   Crediting Hours of Service - General Rule   17
             (d)   Crediting Hours of Service - Special Rules  17
     1.41    Matching Account                                  19
     1.42    Matching Contribution                             19
     1.43    NCE Group                                         19
     1.44    Nonhighly Compensated Employee (NCE)              19
     1.45    Normal Retirement Age                             19
     1.46    One-Year Break                                    19
     1.47    Participant                                       20
     1.48    Plan                                              20
     1.49    Plan Administrator                                20
     1.50    Plan Year                                         20
     1.51    Pre-1987 Vested Account                           20
     1.52    Profit Sharing Account                            20
     1.53    Profit Sharing Contribution                       20
     1.54    Required Beginning Date                           20
             (a)   Participant                                 20
             (b)   Beneficiaries                               21
     1.55    Rollover Account                                  21
     1.56    Rollover Contribution                             21
     1.57    Safe Harbor Account                               21
     1.58    Safe Harbor Contribution                          22
     1.59    Spouse                                            22
     1.60    Termination Date                                  22
     1.61    Trust (or Trust Fund)                             22
     1.62    Trustee                                           22
     1.63    Valuation Date                                    22
     1.64    Vested Percentage                                 23
     1.65    Vesting Service                                   23
     1.66    Years of Service                                  23 
             (a)   Employment With A Controlled Group Member   23
             (b)   Period Before An Employer Adopted the Plan  23
             (c)   Employment Before A Five-Year Break         23

ARTICLE 2  - ELIGIBILITY

     2.1     Eligibility                                       25
             (a)   Before 1991                                 25
             (b)   After 1990                                  25
     2.2     Participation Upon Reemployment                   25
             (a)   Fully Vested Participant                    25
             (b)   Partially Vested Participant                26
             (c)   Nonvested Participants                      27
             (d)   Nonparticipating Employees                  28
     2.3     Leased Employees                                  28

ARTICLE 3  - CONTRIBUTIONS

     3.1     Employee Contributions                            30
             (a)   Before-Tax Only                             30
             (b)   Vesting                                     31
             (c)   Election to Participate                     31
     3.2     Employer Contributions                            34
             (a)   Matching Contribution                       34
             (b)   Profit Sharing Contribution                 34
             (c)   Safe-Harbor Contribution                    34
             (d)   Vesting                                     37
             (e)   Forfeiture                                  38
             (f)   Exclusive Benefit of Participants           38
             (g)   Deductibility                               39
             (h)   Payment to the Trustee                      39 
             (i)   Return of Employer Contributions            40
     3.3     Rollover Contributions                            40
             (a)   Eligible Rollover Distribution              40
             (b)   Rollover or Direct Plan Transfer            41
             (c)   Timing                                      41
             (d)   Required Information                        41
             (e)   Prohibited Rollovers and Transfers          42
             (f)   Refund of Prohibited Rollovers              42
             (g)   Reliance on Participant's Representations   42

ARTICLE 4  - INDIVIDUAL ACCOUNTS

     4.1     Adjustments to Account Balances                   44
             (a)   Regular Valuation Dates                     44
             (b)   Special Valuation Dates                     45
             (c)   Valuations Binding                          45
             (d)   Allocation Date                             45
             (e)   Statement of Account Balances               45
             (g)   Correction of Mistakes                      45
     4.2     Investment Election                               47
             (a)   Available Funds                             47
             (b)   Liquidity                                   48
             (c)   Participant Elections                       48
             (d)   Failure to Elect                            48
             (e)   Allocation of Earnings                      49
             (f)   Special Election Date                       49
             (g)   Voting of Company Stock                     49

ARTICLE 5  - INSERVICE WITHDRAWALS

     5.1     Limitation on Frequency of Inservice
             Withdrawals                                      50
     5.2     Withdrawal Fee                                   50
     5.3     Inservice Withdrawal from After-Tax
             and Pre-1987 Vested Accounts                     50
     5.4     Inservice Withdrawal After Age 59 1/2            51
     5.5     Inservice Withdrawal After Age 70 1/2            51
     5.6     Hardship Withdrawals                             52
             (a)   Application                                52
             (b)   Available Amount                           53
             (c)   Immediate and Heavy Financial Need         53
             (d)   No Other Available Resources               54
             (e)   Nondiscrimination                          55
             (f)   Reliance on Participant's Representations  55

ARTICLE 6  - POST-EMPLOYMENT DISTRIBUTIONS

     6.1     Payment Events                                   56
             (a)   Retirement                                 56
             (b)   Termination of Employment Before Age 65    57
             (c)   Disability                                 57
             (d)   Death                                      57
     6.2     Amount, Form and Timing of Payment               57
             (a)   Application for and Timing of Payment      57
             (b)   Right to Defer Payment                     58
             (c)   Amount of Payment                          58
             (d)   Form of Payment                            59
             (e)   Medium of Payment                          59
             (f)   Withdrawal Fee                             59
             (g)   Direct Rollover                            59
             (h)   Constructive Cash-Out                      60
             (i)   Latest Payment Date                        60
             (j)   Compliance with Code Section 401(a)(9)     61
     6.3     Designation of Beneficiaries                     61
             (a)   Procedure                                  61
             (b)   Waiver of Spouse's Rights                  62
             (c)   Judicial Determination                     62
     6.4     Payment to the Participant's Representative      63
     6.5     Unclaimed Benefits                               63

ARTICLE 7  - LIMITATIONS ON ALLOCATIONS
      7.1    Excess Dollar Deferrals                          64
             (a)   Time of Refund                             64
             (b)   Reporting Form                             65
             (c)   Order of Refunds                           65
             (d)   Inclusion of ADP Test                      65
             (e)   Inclusion in Annual Addition               66
             (f)   Determination of Earnings                  66
      7.2    Nondiscrimination Tests                          66
             (a)   ADP Test                                   66
             (b)   ACP Test                                   68
             (c)   Multiple Use                               69
             (d)   Multiple Use Test                          69
             (e)   Correction of Excess ADP Contributions
                   and Excess ACP Contributions               69
             (f)   Family Aggregation Rules                   72
             (g)   Excess Annual Addition                     74
      7.3    Code Section 415 Limitation                      74
             (a)   Applicable Definitions                     74  
             (b)   Treatment of Excess Annual Additions       76
             (c)   Combined Plan Limitation                   77
             (d)   Combining of Plans                         79
             (e)   Controlled Group                           79
             (f)   Compliance With Code Section 415           80
      7.4    Top-Heavy Rules                                  80
             (a)   Definitions                                80
             (b)   Determination of Top-Heavy Status          83
             (c)   Plan Operation During Top-Heavy Status     84

ARTICLE 8  - AMENDMENT, TERMINATION AND MERGER

      8.1    Amendment                                        87
             (a)   Procedure                                  87
             (b)   Prohibited Amendments                      87
      8.2    Termination of the Plan                          88
             (a)   Right to Terminate                         88
             (b)   Full Vesting                               88
             (c)   Provision for Benefits Upon Plan
                   Termination                                89
             (d)   Surplus Reversion                          89
      8.3    Plan Merger                                      90

ARTICLE 9  - ADMINISTRATION

      9.1    Allocation of Fiduciary Responsibilities         91
             (a)   Company and Employers                      91
             (b)   The Committee                              91
             (c)   The Trustee                                95
      9.2    Expenses                                         96
      9.3    Indemnification                                  96
      9.4    Claims Procedure                                 96
             (a)   Application for Benefits                   97
             (b)   Action on Application                      97
             (c)   Claim Review                               98

ARTICLE  - MISCELLANEOUS

     10.1    Headings                                        100
     10.2    Construction                                    100
     10.3    Qualification for Continued Tax-Exempt Status   100
     10.4    Nonalienation                                   100
     10.5    No Employment Rights                            101
     10.6    No Enlargement of Rights                        101
     10.7    Withholding for Taxes                           101

                            ARTICLE 1
                           Definitions

As used in the Plan, the following words and phrases and any
derivatives thereof will have the meanings set forth below unless
the context clearly indicates otherwise.  Definitions of other
words and phrases are set forth throughout the Plan.  Section
references indicate sections of the Plan unless otherwise stated. 
The masculine pronoun includes the feminine, and the singular
number includes the plural and the plural the singular, whenever
applicable.

 1.1   ACP Test.  See Subsection 7.2 (b).

 1.2   ADP Test.  See Subsection 7.2 (a).

 1.3   Accounts.  The Committee will maintain the following
       Accounts for each Participant for accounting purposes only,
       and will not segregate Plan assets among Accounts.

       (a)  Employer Contribution Accounts.  Each Participant will
            have one or more of the following Employer Contribution
            Accounts, which will be funded from his Employer's
            general treasury.

            (1)  Matching Account.  The account to record the
                 Matching Contributions allocated to the
                 Participant's Account under Section 3.2, and any
                 attributable earnings, which will be subject to
                 the vesting schedule set forth in Subsection
                 3.2(d).

            (2)  Profit Sharing Account.  The account to record
                 the Employer's Profit Sharing Contributions made
                 from time to time within the Employer's
                 discretion under Section 3.2, and any
                 attributable earnings, which will be subject to
                 the vesting schedule set forth in Subsection
                 3.2(d).

            (3)  Safe-Harbor Contributions Account.  The account
                 to record the Participant's allocations of any
                 Safe-Harbor Contributions made from time to time
                 under Section 3.2 as the Committee determines to
                 be necessary to avoid violating the ADP Test
                 and/or the ACP Test, and any attributable
                 earnings, which will be fully vested at all
                 times.

            (4)  Pre-1987 Vested Account.  The account to hold the
                 Participant's allocations of Employer
                 Contributions made for all Plan Years before
                 1987, and earnings on those allocations, which
                 will be fully vested at all times.

       (b)  Employee Contribution Accounts.

            (1)  Before-Tax Account.  Each Participant will have a
                 Before-Tax Account to hold his own elected salary
                 reduction contributions made on a before-tax
                 basis under Section 3.1, and any attributable
                 earnings.

            (2)  After-Tax Account.  Each Participant who made
                 after-tax contributions before the Plan stopped
                 accepting them effective January 1, 1986, will
                 have an After-Tax Account to hold those
                 contributions and any attributable earnings.

       (c)  Rollover Account.  The account to record any Rollover
            Contributions made by the Participant under Section
            3.3, and any attributable earnings.

 1.4   Actual Contribution Ratio (ACR).  See Subsection 7.2(b)(1).

 1.5   Actual Deferral Ratio (ADR).  See Subsection 7.2(a)(1).

 1.6   Addenda.  Addendum A sets forth the procedures for
       qualifying and administering domestic relations orders. The
       Addendum is an integral part of the Plan.

 1.7   Adoption Agreement.  The written document by which an
       Employer adopts the Plan, and which specifies any Years of
       Service granted for periods before the effective date of the
       Employer's adoption.

 1.8   Affiliated Company.  Each corporation or entity under less
       than 80 percent common control with the Company or with a
       Controlled Group member, which has adopted and is
       maintaining the Plan.

 1.9   After-Tax Account.  See Subsection 1.3(b)(2).

1.10   Average Contribution Percentage (ACP).  See Subsection
       7.2(b)(2).

1.11   Average Deferral Percentage (ADP).  See Subsection
       7.2(a)(2).

1.12   Before-Tax Account.  See Subsection 1.3(b)(1).

1.13   Before-Tax Contribution.  See Subsection 1.21(b).

1.14   Board.  The Board of Directors of the Company.

1.15   Break in Service.  See Section 1.37 Five-Year Break and
       Section 1.46 One-Year Break.

1.16   Code.  The Internal Revenue Code of 1986 as amended from
       time to time, and regulations and rulings issued under the
       Code.

1.17   Committee.  The Administrative Committee, which will serve
       as the Plan Administrator and will have primary
       responsibility for administering the Plan under Article 9.

1.18   Company.  The Colonial Company, a Delaware corporation, and
       its successor or assign which adopts the Plan, which is the
       sponsor of this Plan as it exists from time to time as a
       single employer, and as it exists from time to time as a
       multiple employer plan.

1.19   Company Stock.  Shares of the common stock of an Employer.

1.20   Compensation.  Compensation will have the following meanings
       for the following purposes; provided that this definition is
       intended to be a safe-harbor definition under Code Section
       414(s).

       (a)  Contributions and Nondiscrimination Testing.  The
            taxable earnings paid by the Employer to the
            Participant and reported on his Form W-2 for the
            portion of the Plan Year when he participates in the
            Plan.  Compensation will include (a) basic salary or
            wages, (b) overtime pay, (c) bonuses, (d) commissions,
            and (e) amounts deferred under Code Sections 401(k)
            and/or 125 pursuant to the Participant's salary
            reduction agreement.  Compensation will exclude (a)
            Employer-paid contributions under this Plan and any
            deferred compensation plan to the extent not currently
            taxable to the Participant, (b) cash and noncash fringe
            benefits, (c) reimbursements and expense allowances,
            (d) moving expenses, (e) welfare benefits, and (f)
            other amounts which receive special tax benefits.

       (b)  Code Section 415 Limitations and Deductibility of
            Employer Contributions.  For purposes of the Code
            Section 415 Limitations described in Section 7.3, and
            the deduction limitation on Employer Contributions
            described in Subsection 3.2(g), Compensation is the
            amount paid by the Employer to the Participant and
            reported as taxable income on his Form W-2 for the Plan
            Year, which amount will exclude Before-Tax
            Contributions and Employer Contributions to this Plan
            and salary reduction amounts contributed to any other
            plan maintained by an Employer under Code Sections 125
            and 401(k).

       (c)  Statutory Cap.

            (1)  1989 - 1993 Plan Years.  For Plan Years 1989
                 through 1993, each Participant's Compensation
                 taken into account for all purposes under the
                 Plan will be limited to $200,000 (as indexed
                 under Code Section 415(d)).

            (2)  Plan Years after 1993.  Beginning as of the first
                 day of the 1994 Plan Year, each Participant's
                 Compensation taken into account for all purposes
                 under the Plan will be limited to $150,000 (as
                 indexed under Code Section 401(a)(17))

            (3)  Family Unit Aggregation.  For purposes of the
                 statutory cap, the Plan will aggregate the
                 Compensation of (A) each Employee who either is a
                 5-per-cent owner or is among the 10 highest-paid
                 Employees, and (B) his Spouse and/or his lineal
                 descendants who have not reached age 19 as of the
                 last day of the Plan Year.  The Committee will
                 allocate the statutory cap among the members of
                 any Family Unit in proportion to each member's
                 actual Compensation.

            (4)  No Proration.  The Plan will not prorate the
                 statutory cap on Compensation for any Participant
                 who participates in the Plan for less than a full
                 Plan Year.

1.21   Contributions.  The Trustee will accept the following
       Contributions to the Plan (the Plan has not permitted
       Participants to make after-tax contributions since 1985):

       (a)  Employer Contributions.  The total of the Participant's
            allocations of the following Contributions made by an
            Employer for the Plan Year:

            (1)  Matching Contribution.  An amount equal to 50
                 percent of the first 6 percent of Compensation
                 contributed by each Participant for the Plan Year
                 and not withdrawn during the Plan Year , provided
                 that he is in active Employment on the last day
                 of the Plan Year.  The Employer will not match
                 any Before-Tax Contribution which exceeds 6
                 percent of the Participant's Compensation for any
                 pay period.

            (2)  Profit Sharing Contribution.  An amount which, in
                 the Committee's discretion, may be contributed
                 from the Employers' profits from time to time
                 under Subsection 3.2(b) and allocated as a
                 percentage of Compensation to each Eligible
                 Employee who is in Employment on the last day of
                 the Plan Year for which the Contribution is made.
 
            (3)  Safe-Harbor Contribution.  In any Plan Year, an
                 Employer may make a Safe-Harbor Contribution in
                 the amount the Committee determines to be
                 necessary to avoid violating the ADP Test and/or
                 the ACP Test, which will be allocated under one
                 of the methods described in Section 3.2.
       (b)  Before-Tax Contributions.  An amount equal to a whole
            percentage not less than 2 percent nor greater than 10
            percent of the Participant's Compensation for the Plan
            Year, which he elects to contribute under Section 3.1
            on a before-tax basis.

       (c)  Rollover Contributions.  An amount transferred to this
            Plan from another qualified retirement plan or conduit
            individual retirement account or plan, under Section
            3.3.

1.22   Controlled Group.  Each Employer and each member of the
       group of corporations or entities under at least 80 percent
       common control by or with the Employer, within the meaning
       of Code Sections 414(b) and (c), and any affiliated service
       group within the meaning of Code Section 414(m) which
       includes an Employer.

1.23   Disability.  
       A physical or mental incapacity which qualifies the
       Participant for benefits under an Employer's long-term
       disability plan.  The beginning date of the Participant's
       Disability is the date he stops earning Compensation.

1.24   Effective Date.  The Effective Date of the Plan is October
       1, 1983.  The Effective Date of this amendment and
       restatement of the Plan is January 1, 1991.

1.25   Eligible Employee (or Employee).   An Eligible Employee is
       any individual employed to perform personal services for an
       Employer, who works at least 1,000 per year, whose
       performance is subject to the Employer's control, and who
       has met the eligibility requirements set forth in Section
       2.1.  The following individuals will be treated as employees
       who are not eligible to participate in the Plan:  (a) those
       who are in a unit of employees covered by a collective
       bargaining agreement between an employee representative and
       an Employer, unless otherwise provided in the agreement; (b)
       leased employees within the meaning of Code Section 414(n),
       and (c) independent contractors. 

1.26   Employer.  The Company, each Controlled Group member which
       has adopted the Plan, and each Affiliated Company which has
       adopted the Plan.

1.27   Employer Contribution Accounts.  See Subsection 1.3(a).

1.28   Employer Contributions.  See Subsection 1.21(a).

1.29   Employment.  The period during which an Eligible Employee is
       regularly employed by an Employer.

1.30   Employment Date.  The date on which the Eligible Employee
       earned his first Hour of Service during his initial
       Employment, or the date on which he resumed Employment after
       a Five-Year Break which caused him to lose his pre-break
       Years of Service.

1.31   Enrollment Date.  Each January 1, April 1, July 1 and
       October 1.

1.32   ERISA.  The Employee Retirement Income Security Act of 1974,
       as amended from time to time, and regulations and rulings
       under ERISA.

1.33   Excess ACP Contributions.  Matching Contributions which have
       caused the Plan to fail the ACP Test described in Subsection
       7.2(b) for the Plan Year.

1.34   Excess ADP Deferrals.  Before-Tax Contributions which have
       caused the Plan to fail the ADP Test described in Subsection
       7.2(a) for the Plan Year.

1.35   Excess Dollar Deferrals.  The total annual amount of
       Before-Tax Contributions which any Participant makes under
       this Plan for any calendar year, which in the aggregate
       exceeds $7,000 as indexed to the CPI beginning in 1988.

1.36   Family Unit.  An active or former Eligible Employee who is
       a 5-percent owner of any Controlled Group member or an
       active Eligible Employee who is among the 10 highest-paid
       employees in the Controlled Group, and such individual's
       Spouse and lineal ascendants and descendants and their
       spouses who are also Eligible Employees.  An individual who
       is an HCE or NCE and is otherwise an Eligible Employee will
       be included in the Family Unit although he may be excluded
       for purposes of determining the Top-Paid Group under
       Subsection 1.39(a)(3).

1.37   Five-Year Break.  Five consecutive One-Year Breaks.

1.38   HCE Group.  The Committee will determine the HCE Group for
       each Employer, with respect to that Employer's Controlled
       Group.  The HCE Group will include the entire group of
       Eligible Employees in each Controlled Group who are Highly
       Compensated Employees (HCEs) for the Plan Year.

1.39   Highly Compensated Employee (HCE).

       (a)  Applicable Definitions.  For purposes of this Section,
            the following terms will have the meanings set forth
            below.

            (1)  Determination Year.  The Plan Year for which the
                 HCE Group is being identified.

            (2)  Look-Back Year.  The Plan Year preceding the
                 Determination Year.

            (3)  Top-Paid Group.  The highest-paid 20 percent of
                 all active employees in the Controlled Group for
                 the Plan Year; provided that to determine the
                 number of employees who make up 20 percent (but
                 not the identity of the highest-paid 20-percent),
                 the Committee may exclude Controlled Group
                 employees who either: (A) are under age 21; (B)
                 have fewer than 6 months of service; (C) normally
                 work fewer than 17-1/2 hours per week; (D)
                 normally work no more than 6 months per Plan
                 Year; (E) are included in a collective bargaining
                 unit; or (F) are nonresident aliens with no U.S.
                 source income.

            (4)  Top-100 Group.  The highest-paid 100 Controlled
                 Group employees who either (A) receive more than
                 $75,000 Compensation (indexed), (B) receive more
                 than $50,000 Compensation (indexed) and are in
                 the Top-Paid Group, or (C) officers as described
                 below in Subsection (b)(1)(D).

       (b)  Identifying HCEs.  The following three groups of
            Employees will be included in the HCE Group for the
            Determination Year.

            (1)  HCE Status in the Look-Back Year.  The HCE Group
                 will include any Employee who, during the
                 Look-Back Year, either:

                 (A)  was a 5-percent owner of any Controlled
                      Group member;

                 (B)  received more than $75,000 Compensation
                      (indexed);

                 (C)  received more than $50,000 Compensation
                      (indexed), and was in the Top-Paid Group as
                      defined in Subsection (a); or

                 (D)  was an officer (a high-level policy-making
                      executive) and received more than $45,000
                      Compensation (indexed), provided that the
                      maximum number of officers will be the
                      lesser of (i) 50, or (ii) the greater of 3
                      or 10 percent of the total number of
                      Employees.

            (2)  HCE Status in the Determination Year.  Regardless
                 of his status in the Look-Back Year, the HCE
                 Group will include any Employee who, in the
                 Determination Year, either:

                 (A)  is a 5-percent owner of any Controlled Group
                      member; or

                 (B)  is in the Top-100 Group.

            (3)  HCE Status of Former Employees.  The Employee who
                 terminated Employment after 1986 and who was an
                 HCE at any time after he reached age 55 or when
                 he terminated, and who resumes Employment, will
                 be treated as an HCE for the first whole or
                 partial Plan Year after his rehire.  After the
                 first Plan Year of his rehire, the Committee will
                 determine his status under Subsection (b)(1) or
                 (b)(2) as applicable.  Until his rehire, the
                 Committee will not take him into account for
                 purposes of determining the Top-Paid Group or the
                 Top-100 Group, or for any other purpose.

       (c)  Indexing.  The $75,000, $50,000 and $45,000
            Compensation amounts will be indexed to the CPI under
            Code Section 415(d) beginning in 1988.

       (d)  Family Aggregation Rule.  For purposes of determining
            HCE status, the group of Employees in a Family Unit
            will be treated as if they were a single Employee
            receiving the amount of Compensation being received in
            the aggregate by all members of the Family Unit.  The
            Committee will determine the highest-paid 100 employees
            and the Top-Paid Group before it aggregates
            Compensation, and will apply the aggregation
            requirement separately to the Look-Back Year and the
            Determination Year.

1.40   Hours of Service.

       (a)  Periods of Credit.  Hours of Service will be credited
            for the following:

            (1)  Working Hours.  Each hour for which the Employee
                 is paid or entitled to payment by an Employer for
                 the performance of duties.

            (2)  Nonworking Hours.  Each hour for which the
                 Employee is paid or is entitled to payment by an
                 Employer on account of a period of time during
                 which no duties are performed due to vacation,
                 holiday, illness, incapacity, layoff, jury duty,
                 military duty, or leave of absence, whether or
                 not his Employment has terminated.

            (3)  Back Pay.  Each hour for which back pay, without
                 regard to mitigation of damages, is either
                 awarded or agreed to by an Employer.

       (b)  Periods of No Credit.  Hours of Service will not be
            credited for the following:

            (1)  Nonpayment.  Periods during which the Employee is
                 neither paid nor entitled to payment by an
                 Employer.

            (2)  Limited Number.  Hours in excess of 501 in a
                 single continuous period during which no duties
                 are performed, except as provided in Subsection
                 (d).

            (3)  Statutory Payments.  Hours for which payment is
                 made or due under a plan maintained solely for
                 the purpose of complying with applicable workers'
                 compensation, unemployment compensation, or
                 disability insurance laws.

            (4)  Back Pay.  Back pay where credit has already been
                 given for the hours to which the back pay
                 relates.

            (5)  Medical Expenses.  A payment which solely
                 reimburses an Employee for medical or medically
                 related expenses incurred by him.

       (c)  Crediting Hours of Service - General Rule.  Hours of
            Service will be credited to the period in which the
            duties to which they relate are performed, or the
            period when no duties are performed, as applicable. 
            The Plan will use payroll records to determine Hours of
            Service for each Employee for whom the Employer records
            actual hours worked.  For the Employee for whom the
            Employer does not record actual hours worked, the Plan
            will credit 45 Hours of Service for each week in which
            he is credited with any Hours of Service.

       (d)  Crediting Hours of Service - Special Rules.

            (1)  Parental Leave.  Solely for purposes of
                 determining whether a One-Year Break has
                 occurred, the Plan will credit Hours of Service
                 for periods during which an Employee is absent
                 from work by reason of pregnancy, child birth,
                 child adoption, and/or child care immediately
                 following birth or adoption.  The number of Hours
                 of Service credited to the employee will be the
                 number of hours that would have been credited if
                 the absence had not occurred, or if such number
                 cannot be determined, then 8 Hours of Service
                 will be credited for each day of the absence,
                 provided that the total number of such Hours of
                 Service will not exceed 501.  Such Hours of
                 Service will be credited to the Plan Year in
                 which the absence begins only if that credit is
                 necessary to avoid a One-Year Break in that Plan
                 Year; otherwise credit will be given in the
                 immediately following Plan Year.  No credit will
                 be given under this subsection unless the
                 Employee timely provides to the Committee all
                 information reasonably required to establish (A)
                 that the absence is for a reason described in
                 this subsection and (B) the number of days of
                 absence attributable to such reason.

            (2)  Military Leave.  For purposes of eligibility and
                 vesting under the Plan, the Plan will credit each
                 Participant who returns from military leave with
                 Hours of Service, as if his active Employment had
                 continued during the period of his military duty
                 with the Armed Forces of the United States of
                 America; provided that he retains statutory
                 reemployment rights and resumes Employment within
                 90 days after his honorable discharge from active
                 military duty, or during any other period
                 prescribed by law.

            (3)  Authorized Leave of Absence.  Solely for purposes
                 of determining whether a Five-Year Break has
                 occurred, the Plan will credit each Participant
                 with Hours of Service as if his active Employment
                 had continued during the period of his authorized
                 leave of absence granted under his Employer's
                 standard, uniformly-applied personnel policies;
                 provided that he resumes active Employment
                 promptly upon the expiration of his authorized
                 leave.

1.41   Matching Account.  See Subsection 1.3(a)(1).

1.42   Matching Contribution.  See Subsection 1.21(a)(1).

1.43   NCE Group.  The entire group of Eligible Employees who are
       Nonhighly Compensated Employees (NCEs) for the Plan Year.

1.44   Nonhighly Compensated Employee (NCE).  An Eligible Employee
       who is not within the HCE group for the Plan Year.

1.45   Normal Retirement Age.  The Participant's 65th birthday.

1.46   One-Year Break.  A Plan Year during which the Participant is
       credited with less than 501 Hours of Service; except that
       for purposes of eligibility under Section 2.1, a One-Year
       Break is the first 12 consecutive months of the
       Participant's Employment during which he is credited with
       less than 501 Hours of Service.

1.47   Participant.  An Eligible Employee participating in the Plan
       under Section 2.1.

1.48   Plan.  The Colonial 401(k) and Profit Sharing Plan as
       amended from time to time.

1.49   Plan Administrator.  The Committee.

1.50   Plan Year.  The 12-month period beginning January 1 and
       ending December 31 of each year.

1.51   Pre-1987 Vested Account.  See Subsection 1.3(a)(4).

1.52   Profit Sharing Account.  See Subsection 1.3(a)(2).

1.53   Profit Sharing Contribution.  See Subsection 1.21(a)(2).

1.54   Required Beginning Date.

       (a)  Participant.  The Required Beginning Date for the
            active and inactive Participant is April 1 following
            the calendar year in which he reaches age 70-1/2.  A
            Participant will be treated as a 5-percent owner if he
            owns or owned at least 5 percent of any Employer at any
            time during the calendar year in which he reaches age
            66-1/2 or any subsequent year.

       (b)  Beneficiaries.  The Required Beginning Date for the
            surviving Spouse is the end of the calendar year in
            which the Participant would have reached age 70-1/2. 
            The Required Beginning Date for the non-Spouse
            beneficiary is the end of the calendar year following
            the calendar year in which the Participant's death
            occurs (or the end of the calendar year following the
            calendar year in which the surviving Spouse's death
            occurs if the Spouse was the primary beneficiary);
            provided that if the Committee cannot make payment by
            that date, the Required Beginning Date will be extended
            until the last day of the fifth calendar year following
            the year in which the Participant (or surviving Spouse)
            died and the entire Account balance will be distributed
            no later than that date.

1.55   Rollover Account.  See Subsection 1.3(c).

1.56   Rollover Contribution.  See Subsection 1.21(c).

1.57   Safe Harbor Account.  See Subsection 1.3(a)(3).

1.58   Safe Harbor Contribution.  See Subsection 1.21(a)(3).

1.59   Spouse.  The person to whom the Participant is legally
       married.  In the event of a dispute, the identity of the
       surviving spouse will be determined in accordance with
       applicable laws of the Participant's state of domicile.  The
       surviving Spouse is sometimes referred to as a beneficiary.

1.60   Termination Date.  The date when the Eligible Employee ends
       his Employment for any reason.

1.61   Trust (or Trust Fund).  The fund maintained under the trust
       agreement executed between the Company and the Trustee, as
       amended from time to time, which constitutes a part of this
       Plan.

1.62  Trustee.  The individual(s) or corporation(s) or other
       entity(ies) selected by the Board to administer the Trust,
       as provided in Article 9.

1.63   Valuation Date.  The last day of each calendar quarter, i.e.
       March 31, June 30, September 30 and December 31 of each Plan
       Year, and any other day in the Plan Year requested by the
       Committee, as of which the Trustee will determine the fair
       market value of the Trust Fund and each Account.

1.64   Vested Percentage.  The percentage of the Participant's
       Matching Account and Profit Sharing Account which is vested
       under the schedule set forth in Subsection 3.2(d).

1.65   Vesting Service.  See Section 1.66 Years of Service.

1.66   Years of Service.  Each Plan Year for which the Employee
       earns at least 1,000 Hours of Service, subject to the
       following rules:

       (a)  Employment With A Controlled Group Member.  Each
            Employee will receive credit for Years of Service for
            purposes of eligibility and vesting, for the period of
            his employment with any Controlled Group member,
            whether or not it has adopted the Plan, beginning on
            the date the member became part of the Controlled
            Group.

       (b)  Period Before An Employer Adopted the Plan.  The Board
            will determine whether and to what extent the Plan will
            give credit for purposes of eligibility and/or vesting
            for periods of employment with an Employer before it
            adopted the Plan, to the extent credit is not required
            under Subsection (a).

       (c)  Employment Before A Five-Year Break.  The nonvested
            Participant who incurs a Five-Year Break will lose all
            his credit for Years of Service earned before his
            Five-Year Break.  The vested Participant will retain
            all his credit for Years of Service regardless of the
            number of his One-Year Breaks. 

                            ARTICLE 2
                           Eligibility

 2.1   Eligibility.

       (a)  Before 1991.  Each Employee who was an active
            Participant in the Plan on December 31, 1990 will
            continue to participate after that date.

       (b)  After 1990.  Each other Employee will become a
            Participant as of the first Enrollment Date after he
            has completed a 12 month period with at least 1,000
            Hours of Service.  For purposes of this Subsection (b),
            this 12-month period shall be his first 12 months of
            Employment or any Plan Year which begins after his
            Employment Date.

 2.2   Participation Upon Reemployment.

       (a)  Fully Vested Participant.  If a fully vested
            Participant terminates and resumes Employment at any
            time, he will resume participation in the Plan as of
            the first Enrollment Date on or after the date when he
            resumes Employment, and will continue to be fully
            vested.

       (b)  Partially Vested Participant.

            (1)  Before Five-Year Break.  If a partially vested
                 Participant terminates and resumes Employment
                 before he incurs a Five-Year Break, he will
                 resume participation in the Plan as of the first
                 Enrollment Date on or after the date he resumes
                 Employment, and the Committee will reinstate his
                 prebreak Years of Service and Vested Percentage. 
                 The Plan will restore the amount he forfeited
                 from his Matching Account and/or Profit Sharing
                 Account, without adjustment for gains or losses. 
                 He will be eligible to earn additional vesting
                 for the reinstated amounts.  

            (2)  After Five-Year Break (Five-Year Freeze Rule). 
                 If a partially vested Participant terminates and
                 resumes Employment after he incurs a Five-Year
                 Break, he will resume participation in the Plan
                 as of the first Enrollment Date on or after the
                 date he resumes Employment, and the Committee
                 will reinstate his prebreak Years of Service and
                 Vested Percentage for future allocations of
                 Matching Contributions and Profit Sharing
                 Contributions, but will not reinstate his
                 forfeited Matching Account and Profit Sharing
                 Account balances (if any).  If he received a
                 cash-out of his vested Matching Account and
                 Profit Sharing Account when he terminated, he
                 will have a zero balance in those Accounts.  He
                 will not be permitted to repay his cash-out.

       (c)  Nonvested Participants.

            (1)  Before Five-Year Break.  If a nonvested
                 Participant terminates and resumes Employment
                 before he incurs a Five-Year Break, he will
                 resume participation in the Plan as of the first
                 Enrollment Date on or after the date he resumes
                 Employment, and the Committee will reinstate his
                 prebreak Years of Service and Vested Percentage,
                 and his forfeited Matching Account and Profit
                 Sharing Account balances, without adjustment for
                 gains or losses.  He will be eligible to earn
                 additional vesting for the reinstated amounts.

            (2)  After Five-Year Break.  If a nonvested
                 Participant terminates and resumes Employment
                 after he incurs a Five-Year Break, the Committee
                 will not reinstate his prebreak Years of Service
                 or his forfeited Matching Account and Profit
                 Sharing Account balances.  He will be eligible to
                 resume participation under Section 2.1 as if he
                 were a new Employee.

       (d)  Nonparticipating Employees.

            (1)  Before Five-Year Break.  If the nonparticipating
                 Employee terminates and resumes Employment before
                 he incurs a Five-Year Break, the Committee will
                 reinstate his prebreak Vesting Service for
                 purposes of eligibility and vesting.  If he had
                 met the eligibility requirement under Section 2.1
                 as of his Termination Date, he will be eligible
                 to begin participating in the Plan as of the
                 first Enrollment Date on or after the date he
                 resumes Employment.

            (2)  After Five-Year Break.  If the nonparticipating
                 terminated Employee resumes Employment after he
                 incurs a Five-Year Break, the Committee will not
                 reinstate his prebreak Vesting Service.  He will
                 be eligible to begin participating in the Plan
                 under Section 2.1 as if he were a new Employee.

 2.3   Leased Employee.  Leased employees will be treated as
       Employees to the extent required under Code Section 414(n),
       but will not be eligible to participate in this Plan.  If a
       leased employee becomes an Employee, the Plan will give him
       credit for eligibility and Years of Service for the period
       when he worked as a leased employee, under the rules
       described in Sections 1.66 and 2.1 applied as if he had been
       an Employee during that period.  However, the Plan will not
       give such credit if (a) the leased employee was covered by
       a money purchase plan sponsored by the leasing organization,
       with 10 percent contributions and immediate participation
       and vesting, and (b) leased employees constitute no more
       than 20 percent of the Controlled Group's nonhighly
       compensated employees.

                            ARTICLE 3
                          Contributions

 3.1   Employee Contributions.  Beginning in the 1986 Plan Year,
       the Plan will accept only Before-Tax Contributions. 
       Participants who made After-Tax Contributions before 1986
       will be permitted to maintain those Account balances in the
       Plan.

       (a)  Before-Tax Only.  For each Plan Year, each Participant
            will elect the percentage of his Compensation to defer
            as Before-Tax Contributions, within the limitations
            described below in Subsection (3).

            (1)  Amount.  Each Participant may make Before-Tax
                 Contributions in an amount equal to a whole
                 percentage not less than 2 percent nor greater
                 than 10 percent of his Compensation for each Plan
                 Year.  The Participant must elect 2 percent
                 increments for the first 6 percent, and can elect
                 1 percent increments from 7 to 10 percent. 
                 However, to the extent that it considers
                 reductions in percentages necessary to meet the
                 ADP for any Plan Year, the Committee may limit
                 the percentages that can be contributed by the
                 HCE Group, and may apply different limits to
                 different individuals within the HCE Group. 

            (2)  Amount Matched.  The first 6 percent of each
                 Participant's Compensation contributed for each
                 payroll period will receive a Matching
                 Contribution.  Any Contribution above 6 percent
                 will not receive Matching Contributions.

            (3)  Limitations on Amount.  The amount of the
                 Participant's Contributions may be limited for
                 any Plan Year to avoid exceeding the $7,000
                 (indexed) limitations described in Section 7.1,
                 the ADP Test described in Section 7.2, and/or the
                 annual addition limitations described in Section
                 7.3.

       (b)  Vesting.  All Before-Tax Contributions and all earnings
            allocated to Before-Tax Contribution Accounts will be
            fully vested at all times.

       (c)  Election to Participate.

            (1)  Initial Election.  To begin making Before-Tax
                 Contributions, the Eligible Employee must
                 complete and file with the Committee an election
                 form designating the whole percentage of his
                 Compensation to be deferred as his Before-Tax
                 Contributions for the Plan Year, within the
                 limitations described in Subsection (a)(3).

                 The Eligible Employee will begin contributing as
                 of the first Enrollment Date after he has
                 submitted his properly completed election form to
                 the Committee; provided that he must submit his
                 form no later than the deadline established by
                 the Committee, uniformly applied and timely
                 communicated.  The Employee who fails to properly
                 elect to begin participating as of the date when
                 he is first eligible, may elect to begin
                 participating as of any subsequent Enrollment
                 Date; provided that he must submit his properly
                 completed election form to the Committee no later
                 than the deadline established by the Committee,
                 uniformly applied, and timely communicated.

                 The election will remain effective until the
                 Participant (A) modifies, suspends, or revokes
                 his election, or (B) ceases to be an Eligible
                 Employee.  The elected percentage will apply to
                 increased or decreased Compensation.

            (2)  Modification.  The Participant who has elected to
                 have contributed a percentage of his Compensation
                 under Subsection (c)(1) may modify his election
                 as of the first day of any Enrollment Date by
                 filing with the Committee, no later than the
                 deadline established by the Committee and
                 uniformly applied, a new election form stating
                 that he elects to have a higher or lower
                 percentage deducted from his Compensation.  Each
                 modification will remain effective until a new
                 election form is properly completed and timely
                 filed with the Committee.

            (3)  Revocation.  The Participant may revoke his
                 election to participate as of the beginning of
                 any payroll period; provided that he must submit
                 his notice to the Committee no later than the
                 deadline established by the Committee, uniformly
                 applied and timely communicated.

            (4)  New Election.  The Participant who revokes his
                 election to make Before-Tax Contributions may
                 resume participation as of any Enrollment Date.

            (5)  Committee Regulations.  The Committee may from
                 time to time establish and uniformly apply rules
                 governing elections, including rules regarding
                 the frequency with which elections may be
                 modified, suspended or revoked.

 3.2   Employer Contributions.

       (a)  Matching Contribution.  Each Employer will make a
            Matching Contribution in an amount equal to 50 percent
            of the first 6 percent of Compensation contributed by
            each of its Participants for each Plan Year, provided
            that the Participant remains in Employment until the
            last day of the Plan Year.  No Participant will receive
            a Matching Contribution for any pay period with respect
            to his Before-Tax Contributions that exceeds 6 percent
            of his Compensation paid in that pay period.  However,
            the Participant will not receive a Matching
            Contribution to the extent he withdraws his Before-Tax
            Contributions under Article 5 in the same Plan Year
            when he makes them.  For this purpose, the
            Participant's withdrawals will come first from the
            earliest Contributions and earnings allocated to his
            Before-Tax Account.

       (b)  Profit Sharing Contribution.  In any Plan Year when any
            Employer has sufficient profits, and in the Committee's
            discretion, the Employer may make a Profit Sharing
            Contribution to be allocated as a uniform percentage of
            Compensation of each of its Eligible Employees who is
            in Employment on the last day of the Plan Year. 

       (c)  Safe-Harbor Contribution.  For each Plan Year, the
            Committee will determine the amount of Safe-Harbor
            Contribution, if any, necessary to satisfy the ADP Test
            described in Subsection 7.2(a), and/or the ACP Test
            described in Subsection 7.2(b).  The Committee will
            cause each Safe Harbor Contribution to be allocated by
            one of the following methods:

            (1)  Percentage-of-Compensation Method.

                 (A)  If the Safe Harbor Contribution is made to
                      satisfy the ADP Test, the Committee will
                      subtract the existing Average Deferral
                      Percentage (ADP) of the NCEs from the ADP
                      needed by the NCEs to pass the ADP Test.  If
                      the Safe Harbor Contribution is made to
                      satisfy the ACP Test, the Committee will
                      subtract the existing Average Contribution
                      Percentage (ACP) of the NCEs from the ACP
                      needed by the NCEs to pass the ACP Test.  
                      The additional percentage needed to meet the
                      ADP Test and/or the ACP Test is the needed
                      percentage increase.

                 (B)  The Committee will determine the number of
                      NCEs eligible to receive the Safe Harbor
                      Contribution, if fewer than the total, and
                      the aggregate Compensation of the eligible
                      NCEs.

                 (C)  The Committee will multiply the needed
                      percentage increase by the ratio of the
                      number in the NCE Group to the number of
                      eligible NCEs, to determine the additional
                      percentage of Compensation to be allocated
                      to each eligible NCE (the individual needed
                      percentage increase).

                 (D)  The Committee will multiply the individual
                      needed percentage increase by the aggregate
                      Compensation of the eligible NCEs to
                      determine the total amount of the Safe
                      Harbor Contribution.

                 (E)  The Committee will multiply the individual
                      needed percentage increase by the
                      Compensation of each eligible NCE to
                      determine the amount of his Safe Harbor
                      allocation for the Plan Year.

            (2)  Fixed-Dollar Method.

                 (A)  The Committee will follow steps (1)(A)
                      through (1)(D) to determine the maximum
                      total amount of the Safe Harbor Contribution
                      needed to satisfy the ADP Test and/or ACP
                      Test for the Plan Year (the maximum fixed
                      dollar contribution).

                 (B)  The Committee will divide the maximum fixed
                      dollar contribution by the number of
                      eligible NCEs to determine the maximum Safe
                      Harbor allocation needed for each.

                 (C)  By trial-and-error calculations, the
                      Committee will determine the fixed dollar
                      amount of the actual allocation, if lower
                      than the maximum, that must be allocated to
                      the Safe Harbor Accounts of all eligible
                      NCEs. 

            (3)  Additional Matching Contributions.  The Committee
                 will direct the affected Employer(s) to make a
                 Safe Harbor Contribution to match the Before-Tax
                 Contributions of all or a selected group of NCE
                 Participants, in the percentage necessary to meet
                 the ACP Test for the Plan Year.

       (d)  Vesting.  The Participant will become vested in his
            Matching Account and Profit Sharing Account balances
            under the following schedule:

                    Years of Service     Vested Percentage
                    ----------------     -----------------
                     Fewer than 1                 0%
                          1                      20%
                          2                      40%
                          3                      60%
                          4                      80%
                          5                     100%

            Regardless of the number of his Years of Service, the
            Participant will become fully vested in his Matching
            Account balance either (1) when he reaches Normal
            Retirement Age, (2) on his Disability retirement date
            described in Subsection 6.1(c), or (3) on his date of
            death.  The Participant will be fully vested in his
            Safe Harbor Account balance and his Pre-1987 Vested
            Account balance at all times.

       (e)  Forfeiture.  The Participant who terminates Employment
            before he is fully vested will forfeit the nonvested
            portion of his Matching Account balance and Profit
            Sharing Account balance unless he resumes Employment
            before he incurs a Five-Year Break.  The forfeiture
            will occur as of his Termination Date and will be used
            to reduce Matching Contributions for the same and/or
            future Plan Years.  However, if the Participant
            received a cash-out of the vested portion of his
            Matching Account balance and/or Profit Sharing Account
            balance after he terminated, the Committee will not
            reinstate his forfeited balance(s) unless he resumes
            Employment before he incurs a Five-Year Break.  If the
            Participant incurs a Five-Year Break, his forfeiture
            will become irrevocable as of the last day of the Plan
            Year in which the Five-Year Break occurs.  

       (f)  Exclusive Benefit of Participants.  All Employer
            Contributions will be irrevocable when made and will
            not revert to the Employers, except as provided in
            Sections 3.21(i), 7.2 and 7.3.  All Employer
            Contributions and attributable earnings will be used
            for the exclusive benefit of Participants and their
            beneficiaries and for paying the reasonable expenses of
            administering the Plan.

       (g)  Deductibility.  Each Employer will limit its Employer
            Contributions for each Plan Year so that the sum of all
            Before-Tax Contributions and Employer Contributions
            does not exceed an amount equal to 15 percent of the
            Compensation (as calculated by excluding Before-Tax
            Contributions) of all of its Participants for the Plan
            Year.

       (h)  Payment to the Trustee.  Each Employer will transfer to
            the Trustee, promptly after the end of each month, the
            Before-Tax Contributions withheld for all its Employees
            during the pay periods ending in that month.  Each
            Employer will transfer its Matching Contributions to
            the Trustee as soon as practicable after each
            Contribution is made, in accordance with procedures
            established by the Committee.  Each Employer will
            transfer its Profit Sharing Contributions and
            Safe-Harbor Contributions to the Trustee no later than
            the extended due date of the Company's federal income
            tax return for the fiscal year which ends in the Plan
            Year for which the Contribution is made.

       (i)  Return of Employer Contributions.  Employer
            Contributions will be returned to the affected
            Employer(s) under the following circumstances:

            (1)  Mistake of Fact.  Employer Contributions made by
                 a mistake of fact will be returned to the
                 affected Employer(s) within one year after the
                 Contribution is made.

            (2)  Nondeductible.  All Employer Contributions are
                 conditioned upon their deductibility under Code
                 Section 404 and will be returned to the affected
                 Employer(s) within one year after any
                 disallowance.

 3.3   Rollover Contributions.

       (a)  Eligible Rollover Distribution.  For purposes of this
            Section, an Eligible Rollover Distribution means a
            payment received by an Employee from another qualified
            plan or conduit individual retirement account or plan
            (IRA), that is either (1) a lump sum payment, or (2) a
            payment other than one that is part of a series of
            substantially equal periodic payments, made at least
            annually, over a period of at least 10 years, or over
            the lifetime or life expectancy of the Participant or
            the joint lifetimes or life expectancies of the
            Participant and his named beneficiary; provided that
            the Committee will not treat any distribution required
            under Code Section 401(a)(9), or any refund of
            after-tax contributions, as an Eligible Rollover
            Distribution. 

       (b)  Rollover or Direct Plan Transfer.  An Employee who
            receives an Eligible Rollover Distribution may roll
            over all or part of the distribution to the Trustee,
            provided that the Committee determines that it is in
            the best interest of the Plan to accept the rollover. 
            The Committee may accept the distribution as a direct
            plan-to-plan transfer.  An Employee can make a Rollover
            Contribution before he completes his eligibility period
            under Section 2.1, or before he elects to participate,
            and will have his Rollover Account as his sole interest
            in the Plan until he becomes a Participant.

       (c)  Timing.  A rollover must be made within 60 days after
            the Employee receives the Eligible Rollover
            Distribution.

       (d)  Required Information.  The Committee will adopt such
            procedures, and may require such information from the
            Employee who desires to make a Rollover Contribution,
            as it considers necessary to determine whether the
            proposed rollover or direct plan transfer will meet the
            requirements of this Section.  The Committee may
            require the Employee to submit a written certification
            that he received his Eligible Rollover Distribution
            from another qualified plan or from a conduit IRA. 
            Upon approval by the Committee, the Rollover
            Contribution will be deposited in the Trust Fund and
            will be credited to the Employee's Rollover Account.

       (e)  Prohibited Rollovers and Transfers.  The Committee will
            not accept Rollover Contributions from any plan that is
            subject to the joint and survivor annuity requirements
            set forth in Code Sections 401(a)(11) and 417, unless
            the Employee's Spouse consented in writing to the
            distribution from such plan in a manner which complies
            with the spousal consent requirements prescribed under
            Code Section 417.  The Committee may require the
            Employee to submit a written certification either that
            he received his distribution from a qualified plan that
            either was not subject to the spousal consent
            requirements or contained an exemption for his
            distribution, or that his Spouse properly consented to
            the distribution.  The Committee will not accept as a
            Rollover Contribution the portion of a distribution
            which constitutes a refund of after-tax contributions. 

       (f)  Refund of Prohibited Rollovers.  In the event the
            Committee discovers that a Participant has made a
            Rollover Contribution to the Plan which fails to comply
            with this Section, the Committee will refund the
            Contribution and all earnings attributable to it as
            soon as practicable.

       (g)  Reliance on Participant's Representations.  The
            Committee will in good faith rely on the
            representations made by the eligible Employee in his
            application to make a Rollover Contribution and will
            not be held accountable for any misrepresentation of
            which it did not have actual knowledge.

                            ARTICLE 4
                       Individual Accounts

 4.1   Adjustments to Account Balances.

       (a)  Regular Valuation Dates.  As of each Valuation Date,
            the Trustee will determine the fair market value of the
            Trust Fund and the Committee will determine the value
            of each Account of each Participant.  The Account
            balances of each Participant will be adjusted to
            reflect the following events since the preceding
            Valuation Date:

            (1)  His Before-Tax Contributions and Rollover
                 Contributions, if any;

            (2)  His allocations of Employer Contributions;

            (3)  Payments and inservice withdrawals from his
                 Accounts, and forfeitures from his Matching
                 Account and/or Profit Sharing Account;

            (4)  His pro rata share of gains/losses and expenses
                 of the investment funds in which his Account
                 balances are invested; and

            (5)  His transfers between investment funds under
                 Section 4.2.

       (b)  Special Valuation Dates.  The Committee will have the
            authority to direct special Valuation Dates as it
            considers necessary for the proper administration of
            the Plan.  Each special Valuation Date will be treated
            as a regular Valuation Date.

       (c)  Valuations Binding. In determining the value of the
            Trust Fund and each individual Account, the Trustee and
            the Committee will exercise their best judgment, and
            all determinations of value will be binding upon all
            Participants and their beneficiaries.

       (d)  Allocation Date.  All allocations will be considered to
            have been made as of the Valuation Date, regardless of
            when allocations are actually made.

       (e)  Statement of Account Balances.  As soon as practicable
            after the end of each Valuation Date, the Committee may
            in its discretion provide to each Participant and other
            payee for whom an Account is maintained, a statement of
            the Account balance as of the Valuation Date; provided
            that statements will be issued at least once in each
            Plan Year.

       (f)  Correction of Mistakes.  In the event the Committee
            discovers that a mistake has been made in an allocation
            to or distribution from any Participant's Account
            balance, or any other mistake which affects an Account
            balance, it will correct the mistake as soon as
            practicable.  If an overpayment has been made, the
            Committee will seek cash reimbursement.  If an
            underpayment has been made, the Committee will pay the
            amount of the underpayment in a single sum.  The
            Committee will treat any other addition to the Account
            as an expense of the Plan, and will treat any other
            subtraction from the Account as a forfeiture and will
            use it to reduce the affected Employer's Matching
            Contributions and/or Profit Sharing Contributions for
            the same or the next Plan Year.  To the extent
            necessary to correct errors in allocations that result
            from release of shares from the Suspense Account, the
            Committee may substitute shares of Company Stock for
            cash, and may substitute cash for such shares of stock. 
            To the extent necessary to correct errors in
            allocations that result from Contributions, including
            Contributions that would have been made except for the
            error, the Committee will permit or require adjustments
            to the Contributions otherwise described in the Plan,
            including make-up Contributions, accelerated
            Contributions, suspensions of Contributions, and
            similar adjustments.  If a Participant timely makes an
            election for Employee Contributions under Section 3.1
            to be effective in a stated payroll period, but the
            Committee is unable to effect the election until the
            following payroll period, the Committee will treat the
            Contribution as if it had been made in the stated
            payroll period, but will allocate earnings to the
            Contribution only from the date when it is actually
            made.  The Committee will correct all other
            administrative errors in the manner which it considers
            appropriate under the circumstances.  However, if the
            Committee determines that the burden or expense of
            seeking recovery of any overpayment or correcting any
            other mistake (except corrections that are necessary to
            make a Participant or beneficiary whole) would be
            greater than is warranted under the circumstances, it
            may in its discretion forego recovery or other
            correction efforts.  If a mistake in any communication
            creates a risk of loss to any Participant or
            beneficiary, the Committee will take reasonable steps
            to mitigate such risk, such as making de minimis
            variances from Plan provisions (including but not
            limited to medium and timing of payment), to the extent
            any such variance would comply with applicable
            qualification requirements if it were set forth in a
            written provision of the Plan.

 4.2   Investment Election.

       (a)  Available Funds.  The Trustee will maintain the number
            and type of investment funds from time to time which it
            determines to be in the best interest of Participants,
            including but not limited to one or more Company Stock
            funds.  The Committee will timely inform Participants
            with respect to the funds which are available, and will
            provide them sufficient information to permit them to
            make informed selections among the funds.

       (b)  Liquidity.  Each fund may hold cash and other liquid
            investments in such amounts as the Committee and/or
            Trustee consider necessary to meet the Plan's liquidity
            requirements and to pay administrative expenses.

       (c)  Participant Elections.  Once in each calendar quarter,
            each Participant may make an investment election for
            his future aggregate Contributions, and an election for
            his aggregate existing Account balances.  His election
            will become effective as of the first day of the
            calendar quarter for which it is made, provided that he
            must complete his investment election form and submit
            it to the Committee no later than the deadline set by
            the Committee, uniformly applied and timely
            communicated to Participants.

            (1)  Future Contributions.  The Participant may elect
                 to invest the future allocations to his Accounts
                 in the aggregate, in 5 percent increments among
                 the investment funds made available from time to
                 time.

            (2)  Existing Account Balances.  The Participant may
                 elect to invest the existing balance in each of
                 his separate Accounts in 5 percent increments
                 among the investment funds made available from
                 time to time.

       (d)  Failure to Elect.  If any Participant fails to timely
            submit a properly completed investment election form,
            or if his elected investments total less than 100
            percent of his Account balances, the Committee will 
            invest the balances for which no election is made in
            the investment fund which carries the least risk of
            loss.

       (e)  Allocation of Earnings.  All earnings attributable to
            the Account balances invested in each investment fund
            will be reinvested in that investment fund.

       (f)  Special Election Date.  The Committee may permit more
            frequent elections and/or other election filing dates,
            under regulations adopted by the Committee, uniformly
            applied, and timely communicated to Participants.

       (g)  Voting of Company Stock.  Each Participant whose
            Account balances are invested in a Company Stock fund
            may direct the Trustee with respect to the voting of
            his shares.  The Trustee will vote the shares of any
            Participant who fails to timely submit his direction,
            in accordance with directions submitted by other
            Participants for the majority of shares invested in
            that fund.

                            ARTICLE 5
                      Inservice Withdrawals

 5.1   Limitation on Frequency of Inservice Withdrawals.  Each
       Participant may make only one inservice withdrawal during
       any 12-months period under Sections 5.3, 5.4 or 5.5
       collectively.  In addition, each Participant may make only
       one hardship withdrawal in any 12-months period under
       Sections 5.6.  The Participant must submit his written
       application to the Committee at least 30 days before he
       receives his withdrawal.

 5.2   Withdrawal Fee.  The Trustee will deduct from the amount of
       each withdrawal under Section 5.3 (After-Tax and Pre-1987
       Vested Accounts), 5.4 (age 59-1/2), 5.5 (age 70-1/2) and 5.6
       (hardship), a processing fee in an amount determined from
       time to time by the recordkeeper and the Committee and
       timely communicated to Participants.  The recordkeeper will
       reflect the deduction on the statement that it issues with
       the payment.

 5.3   Inservice Withdrawal from After-Tax and Pre-1987 Vested
       Accounts.  Each Participant may withdraw all or part of his
       After-Tax Account balance and Pre-1987 Vested Account
       balance during his Employment.  The Participant must submit
       a written request to the Committee, specifying the amount to
       be withdrawn.  The Trustee will pay the amount withdrawn in
       a single payment in cash as promptly as practicable after
       the Committee approves the request.  The Participant may not
       withdraw shares of Company Stock.  The Trustee will pay each
       withdrawal first from the Participant's After-Tax Account to
       the extent possible, then from his Pre-1987 Vested Account,
       and will withdraw on a pro rata basis from the investment
       funds in which each Account is invested.

 5.4   Inservice Withdrawal After Age 59-1/2.  At any time after
       the Participant reaches age 59-1/2, he may submit to the
       Committee a written request to withdraw from his Account
       balances.  The Trustee will pay the withdrawal pro rata from
       all the investment funds in which the Participant's Accounts
       are invested, and from his Accounts in the following order: 
       (a) After-Tax Account, (b) Pre-1987 Vested Account, (c)
       Rollover Contribution Account, (d) vested Matching Account,
       (e) vested Profit Sharing Account, (f) unmatched portion of
       Before-Tax Account, and (g) matched portion of Before-Tax
       Account, to the extent the Participant has such Accounts. 
       The Participant may request his withdrawal in the form of
       either cash of Company Stock.

 5.5   Inservice Withdrawal After Age 70-1/2.  Beginning in the
       calendar year when the active Participant reaches age
       70-1/2, he must withdraw from his Account balances the
       minimum annual amount required by the distribution rules
       described in Section 6.2 applied as if he had retired.  He
       must make the withdrawal no later than December 31 of each
       year.  To determine the required amount of each withdrawal,
       the Committee will determine the Participant's aggregate
       Account balances as of the last day of the previous calendar
       year and divide that amount by the smaller of (a) his life
       expectancy or the joint and last survivor life expectancy of
       the Participant and beneficiary, or (b) the applicable
       divisor required by the incidental benefit rule under Code
       Section 401(a)(9).  The Trustee will pay the withdrawal pro
       rata from all the investment funds in which the
       Participant's Accounts are invested, and from his Accounts
       in the following order:  (A) After-Tax Account, (2) Pre-1987
       Vested Account, (3) Rollover Contribution Account, (4)
       vested Matching Account, (5) vested Profit Sharing Account,
       (6) unmatched portion of Before-Tax Account, and (7) matched
       portion of Before-Tax Account, to the extent the Participant
       has such Accounts.  The Participant may request his
       withdrawal in the form of either cash of Company Stock.

 5.6   Hardship Withdrawals. 

       (a)  Application.  The active Participant who wishes to make
            a hardship withdrawal during his Employment must submit
            a written request to the Committee, specifying the
            amount to be withdrawn.  The withdrawal request must
            include a full statement of the reasons for the
            withdrawal, the amount of any other financial resources
            available to the Participant, and such other
            information as the Committee may request.  The amount
            withdrawn will be paid to the Participant as promptly
            as practicable after the Committee approves his
            request.  No Participant who has terminated Employment,
            and no beneficiary, will be eligible to make a hardship
            withdrawal.

       (b)  Available Amount.  The minimum amount that may be
            withdrawn is the lesser of $500.00 or the Participant's
            available vested Account balances.  The amount
            withdrawn may not exceed the actual expenses incurred
            or to be incurred by the Participant because of his
            hardship, plus (simultaneously with the withdrawal) the
            reasonably estimated amount of taxes and penalties he
            must pay on the withdrawal.  The Participant may
            withdraw from his Accounts in the following order: (1)
            After-Tax Account, (2) Pre-1987 Vested Account, (3)
            Rollover Contribution Account, (4) vested Matching
            Account, (5) vested Profit Sharing Account, (6)
            unmatched portion of Before-Tax Account, and (7)
            matched portion of Before-Tax Account, to the extent
            the Participant has such Accounts, provided that the
            Participant may not withdraw any earnings allocated to
            his Before-Tax Account after 1988.  He may not withdraw
            any of his Safe-Harbor Contributions Account balance
            regardless of the date when allocated.

       (c)  Immediate and Heavy Financial Need.  The Participant
            may make a hardship withdrawal only if he incurs a
            hardship which creates an immediate and heavy financial
            need which he cannot meet without the withdrawal.  A
            hardship withdrawal must be necessitated by either:

            (1)  Medical expenses incurred by, or medical care to
                 be obtained for, the Participant, his Spouse or
                 dependents, 

            (2)  Purchase of the Participant's principal
                 residence,

            (3)  Tuition payments and related educational fees for
                 the next 12 months of post-secondary education
                 (including trade school) for the Participant, his
                 Spouse or dependents, or

            (4)  Threatened imminent eviction from, or foreclosure
                 of the mortgage on, the Participant's principal
                 residence.

       (d)  No Other Available Resources.  The Participant may make
            a hardship withdrawal only to the extent that he cannot
            meet his hardship from other reasonably available
            financial resources.

            (1)  Loans.  He must have first obtained all other
                 available distributions and nontaxable loans
                 under all his Employer's plans, if any.

            (2)  Suspension.  After the Participant receives his
                 hardship withdrawal, the Committee will suspend
                 his Before-Tax Contributions to this Plan and to
                 any other plan maintained by any Employer for a
                 period of 12 months.

            (3)  $7,000 (Indexed) Limit.  The Participant's $7,000
                 (indexed) annual limit on his Before-Tax
                 Contributions described in Section 7.1 for the
                 calendar year following the year in which he
                 received his hardship withdrawal, will be reduced
                 by the amount of the Before-Tax Contributions he
                 made during the year in which he received his
                 hardship withdrawal, with the effect that the
                 $7,000 (indexed) dollar limit in effect for the
                 second calendar year will apply to the two years
                 as if they were a single year.

       (e)  Nondiscrimination.  The determination of the existence
            of the Participant's immediate and heavy financial need
            and the necessity of the withdrawal to meet the need,
            will be made by the Committee in a uniform and
            nondiscriminatory manner.

       (f)  Reliance on Participant's Representations.  The
            Committee will in good faith rely on the
            representations made by the Participant in his
            application for the hardship withdrawal and will not be
            held accountable for any misrepresentation of which it
            did not have actual knowledge. 

                            ARTICLE 6
                    Post-Employment Payments

 6.1   Payment Events.  The Participant who has a payment event
       described in this Section may elect to receive or begin
       receiving payment of his Account balances under Section 6.2
       as of any Valuation Date on or after his Termination Date,
       but not later than the Valuation Date on or next following
       the date he reaches age 65.  Rules governing payment to the
       beneficiary of the deceased Participant are set forth in
       Subsection (d).  Rules governing the amount, form and timing
       of payments are set forth in Section 6.2.

       (a)  Retirement.  The Participant's Normal Retirement Age is
            his 65th birthday, regardless of the number of his
            Years of Service.  He will become fully vested in his
            Matching Account and Profit Sharing Account balances 
            on that date, if not earlier under Subsection 3.2 (d). 
            He may receive his vested Account balances as of any
            Valuation Date on or after the later of his Termination
            Date or 65th birthday.  The Participant who continues
            Employment after Normal Retirement Age will continue to
            be eligible to participate in the Plan on the same
            basis until he retires; provided that he must begin to
            make minimum annual inservice withdrawals under Section
            5.5 on his Required Beginning Date.

       (b)  Termination of Employment Before Age 65.  The
            Participant who terminates Employment before age 65,
            and has aggregate Account balances greater than $3,500,
            may receive his vested Account balances as of any
            Valuation Date on or after his Termination Date, but
            not later than age 65.

       (c)  Disability.  The Participant who incurs a Disability
            will become fully vested in his Matching Account and
            Profit Sharing Account regardless of his age and Years
            of Service.  He may receive his vested Account balances
            as of any Valuation Date on or after his Termination
            Date, but not later than age 65.

       (d)  Death.  In the event of the Participant's death while
            he has a balance in his Accounts, his Account balances
            will become fully vested and will be immediately
            payable to his surviving Spouse, or if there is no
            surviving Spouse or if the Participant had properly
            designated a non-Spouse beneficiary with the Spouse's
            written consent under Section 6.3, then to his
            beneficiary.

 6.2   Amount, Form and Timing of Payment.  Each payment of a
       Participant's aggregate Account balances will be subject to
       the following rules and any other rules adopted by the
       Committee from time to time and uniformly applied:

       (a)  Application for and Timing of Payment.  The Participant
            or beneficiary must apply for payment by completing a
            form provided by the Committee (which will include an
            election regarding income tax withholding, and
            beginning in 1993 an election regarding direct
            rollovers), and by filing the properly completed form
            with the Committee no later than the deadline
            established by the Committee and uniformly applied.

            The Committee will direct the Trustee or other payor to
            issue the payment as of the Valuation Date following
            the date when it receives the properly completed form;
            provided that if the Committee does not receive the
            properly completed form by the quarterly deadline, it
            will direct payment to be made as of the Valuation Date
            for the following calendar quarter. 

       (b)  Right to Defer Payment.  Regardless of the reason for
            his termination, the Participant whose aggregate
            Account balances exceed $3,500 and who terminates
            Employment before age 65 may leave his aggregate
            Account balances in the Plan until he reaches that age. 
            As of any Valuation Date after his Termination Date, he
            may elect to receive payment.  No Beneficiary may defer
            payment.

       (c)  Amount of Payment.  The Participant or beneficiary will
            receive the amount of the Account balances determined
            as of the Valuation Date last preceding the payment
            date, plus any Before-Tax Contributions made since that
            date, and minus any inservice withdrawals made under
            Article 5 since that date.

       (d)  Form of Payment.  Each Participant or beneficiary will
            receive payment of the aggregate Account balances in a
            lump-sum payment.

       (e)  Medium of Payment.  The Participant or beneficiary may
            elect to receive the Account balances either entirely
            in cash, or cash for any Account balances invested in
            the funds other than Company Stock, and shares of
            Company Stock for any Account balances invested in
            Company Stock, provided that any fractional shares will
            be paid in cash.

       (f)  Withdrawal Fee.  The recordkeeper will deduct from the
            amount of each lump sum payment a processing fee in an
            amount determined from time to time by the recordkeeper
            and the Committee and timely communicated to
            Participants.  The recordkeeper will reflect the
            deduction on the statement that it issues with the
            payment.  

       (g)  Direct Rollover.  Beginning January-1, 1993, the
            retired or terminated vested Participant who receives
            a payment before his Required Beginning Date may
            instruct the Committee to roll over all or part of his
            payment to another qualified retirement plan or to an
            individual retirement account (IRA).  The Participant
            must timely provide in writing all information required
            to effect the rollover.  A surviving Spouse who
            receives a payment before the Spouse's Required
            Beginning Date may instruct the Committee to roll over
            all or part of the payment to an IRA, and must timely
            provide in writing all information required to effect
            the rollover.  The Committee will provide timely notice
            of the right to make a direct rollover.  The non-Spouse
            beneficiary may not make a direct rollover.

       (h)  Constructive Cash-Out.  Regardless of the amount of his
            Account balance(s), each nonvested Participant will be
            considered to have received a constructive cash-out of
            his Matching Account and Profit Sharing Account
            balances as of his Termination Date.  In the event such
            Participant resumes Employment before he incurs a
            Five-Year Break, he will be considered to have repaid
            his constructive cash-out as of the date he resumes
            Employment.

       (i)  Latest Payment Date.  Unless the Participant or
            beneficiary elects later payment under Subsection
            6.2(b), the Plan will pay each Participant's aggregate
            Account balances no later than the 60th day after the
            end of the Plan Year in which occurs the latest of the
            date when:  (1) he reaches Normal Retirement Age, (2)
            the tenth anniversary of the date he began
            participating in the Plan, or (3) his Termination Date;
            provided that the Trustee will make payment no later
            than the Required Beginning Date.

       (j)  Compliance with Code Section 401(a)(9).  The intent of
            this Section is that the payment date for each
            Participant and beneficiary will be within the
            limitations permitted under Code Section 401(a)(9).  If
            there is any discrepancy between this Section and Code
            Section 401(a)(9), that Code Section will prevail.

 6.3   Designation of Beneficiaries

       (a)  Procedure.  Each Participant, with the written consent
            of his Spouse (if any), may designate one or more
            beneficiary(s) to receive any balance in his Accounts
            which may be payable in the event of his death.  The
            Participant may change his designation from time to
            time by filing the proper form with the Committee, and
            each change will revoke all his prior designations.  To
            be effective, each designation or revocation must be
            made in writing on a form provided by the Committee and
            must be signed and filed with the Committee before the
            Participant's death.  The Participant may name one or
            more primary beneficiaries and one or more contingent
            beneficiaries.  If upon the Participant's death his
            Spouse has not consented to his beneficiary designation
            or if no designated beneficiary survives him, the
            Committee will direct the payment of his benefits to
            his surviving Spouse if any, or if none then to his
            surviving lineal descendants per stirpes, or if none
            then to the Participant's surviving parent(s), or if
            none then to the Participant's surviving siblings per
            stirpes, or if none then to the Participant's estate.

       (b)  Waiver of Spouse's Rights.  Each married Participant
            may elect to have all or any part of his Account
            balances that would otherwise be payable to his
            surviving Spouse in the event of his death, payable
            instead to one or more beneficiary(s) designated under
            Subsection (a).  Each election must be in writing and
            (1) must be signed by the Participant and his Spouse;
            (2) the Spouse's consent must acknowledge the effect of
            the election; (3) the Spouse's consent must either
            specifically approve each named beneficiary and the
            elected form of payment, or must permit the Participant
            to name any beneficiary and elect any form of payment
            without further Spousal consent; and (4) the Spouse's
            consent must be witnessed by a notary public.  Spousal
            consent will not be required if the Participant
            provides the Committee with a decree of abandonment or
            legal separation, or with satisfactory evidence that he
            cannot obtain consent because he has been unable to
            locate his Spouse after reasonable effort.  If the
            Spouse is legally incompetent, the Spouse's
            court-appointed guardian may give consent, even if the
            guardian is the Participant.

       (c)  Judicial Determination.  In the event the Committee
            does not direct a payment as specified in Subsection
            (a) or (b), it may have a court of applicable
            jurisdiction determine to whom payment should be made,
            in which event all expenses incurred in obtaining the
            determination may be charged against the payee.

 6.4   Payment to the Participant's Representative.  If the
       Participant is incompetent to handle his affairs at the time
       when his Account balances become payable, or has
       disappeared, the Committee will make payment to his
       court-appointed personal representative, or if none is
       appointed the Committee may in its discretion make payment
       to his next-of-kin; provided that the Committee may request
       a court of competent jurisdiction to determine the payee, in
       which event all expenses incurred in obtaining the
       determination may be charged against the payee.

 6.5   Unclaimed Benefits.  In the event the Committee cannot
       locate, with reasonable effort and after a period of five
       years, any person entitled to receive the Participant's
       Account balances, his balances will be forfeited but will be
       reinstated, to the extent required by applicable law, in the
       event he subsequently makes a claim for benefits.

                            ARTICLE 7
                   Limitations on Allocations

 7.1   Excess Dollar Deferrals.  Effective in the 1987 calendar
       year, the Plan will limit each Participant's Before-Tax
       Contributions for each calendar year to $7,000, as indexed
       under Code Section 402(g) beginning in 1988.  Any amount
       which the Participant contributes in excess of the dollar
       limit in effect for each year will be an Excess Dollar
       Deferral.  In the event any Participant makes Excess Dollar
       Deferrals for any calendar year, the excess amount will be
       distributed under the following rules.

       (a)  Time of Refund.  If the Participant made his Excess
            Dollar Deferral solely to this Plan, the Committee will
            refund the excess amount and attributable earnings as
            soon as practicable after it discovers the excess.  If
            the Participant made his Excess Dollar Deferral in
            whole or part to another qualified plan or individual
            retirement account but wishes to withdraw his
            Before-Tax Contributions from this Plan, he must submit
            to the Committee no later than March 1 a written
            statement that he made Excess Dollar Deferrals for the
            previous calendar year and a request that a specified
            amount of the excess be refunded from this Plan.  In no
            event will the Committee refund Excess Dollar Deferrals
            or attributable income later than April 15 following
            the calendar year in which the excess was contributed. 
            In the event any Excess Dollar Deferral is not refunded
            by April 15 of the calendar year following the calendar
            year in which it was contributed, it will remain in the
            Participant's Before-Tax Account until a withdrawal or
            payment event occurs under Article 5 or Article 6.  The
            Committee will not refund any Excess Dollar Deferral
            until the Participant has actually contributed the
            excess amount to the Plan.

       (b)  Reporting Form.  When the Committee refunds the Excess
            Dollar Deferral, it will designate the refund as an
            Excess Dollar Deferral on the appropriate form
            published by the Internal Revenue Service so that the
            Participant can designate the refund as an Excess
            Dollar Deferral on his income tax return.

       (c)  Order of Refunds.  The Plan will refund Excess Dollar
            Deferrals before it refunds any Before-Tax
            Contributions under Section 7.2 to avoid failing the
            ADP Test.

       (d)  Inclusion in ADP Test.  Excess Dollar Deferrals made by
            HCEs will be included in the ADP Test under Section 7.2
            for the Plan Year in which they were made, whether or
            not they are refunded in the same or next following
            Plan Year; provided that Excess Dollar Deferrals which
            are also Excess Annual Additions and which are refunded
            under Subsection 7.3(b) as such, will not be included
            in the ADP Test.  Excess Dollar Deferrals timely
            refunded to NCEs will not be included in the ADP Test.

       (e)  Inclusion in Annual Addition.  Excess Dollar Deferrals
            made by HCEs and by NCEs which are refunded in the same
            Plan Year or by April 15 of the next following Plan
            Year will not be included in their Annual Additions
            under Section 7.3.  Excess Dollar Deferrals which are
            also Excess Annual Additions and which are refunded
            under Subsection 7.3(b) as such, will not be included
            in the Participant's Annual Addition.

       (f)  Determination of Earnings.  The Committee will use the
            Plan's normal method of calculating earnings to
            determine the amount of earnings attributable to each
            Participant's Excess Dollar Deferrals.

 7.2   Nondiscrimination Tests.  Notwithstanding any other
       provision of the Plan, beginning in the 1987 Plan Year the
       Committee will limit or refund Before-Tax Contributions for
       HCEs in any Plan Year to the extent necessary to meet the
       ADP Test, and will limit Matching Contributions for HCEs in
       any Plan Year to the extent necessary to meet the ACP Test.
       Alternatively, the Committee may direct the Employers to
       make the Safe Harbor Contributions described in Subsection
       3.2(c).

       (a)  ADP Test.  The Committee will conduct the ADP Test for
            each Plan Year to determine whether the Average
            Deferral Percentage (ADP) for the HCE Group and the ADP
            for the NCE Group for each Plan Year are within the
            maximum disparity permitted under Subsection (a)(3). 
            The Committee will use the following steps to conduct
            the ADP Test:

            (1)  Actual Deferral Ratio (ADR).  The Committee will
                 determine the ratio of the sum of each
                 Participant's Before-Tax Contributions and any
                 Safe Harbor Contributions, to his Compensation.

            (2)  Average Deferral Percentage (ADP).  The ADP for
                 the HCE Group will be the average of their
                 individual ADRs, calculated separately for each
                 Employee in the HCE Group.  The ADP for the NCE
                 Group is the average of their individual ADRs,
                 calculated separately for each Employee in the
                 NCE Group.

            (3)  Maximum Disparity.  In no Plan Year will the ADP
                 of the HCE Group exceed the greater of:

                 (A)  the ADP of the NCE Group multiplied by 1.25;
                      or

                 (B)  the lesser of the ADP of the NCE Group plus
                      2 percentage points, or the ADP of the NCE
                      Group multiplied by 2.

       (b)  ACP Test.  The Committee will conduct the ACP Test  to
            determine whether the Actual Contribution Percentage
            (ACP) for the HCE Group and the ACP for the NCE Group
            for each Plan Year are within the maximum disparity
            permitted under Subsection (b)(3).  The Committee will
            use the following steps to conduct the ACP Test:

            (1)  Actual Contribution Ratio (ACR).  The Committee
                 will determine the ratio of the sum of each
                 Participant's total allocation of Matching
                 Contributions and any Safe Harbor Contributions,
                 to his Compensation.

            (2)  Average Contribution Percentage (ACP).  The ACP
                 for the HCE Group will be the average of their
                 individual ACRs, calculated separately for each
                 Employee in the HCE Group.  The ACP for the NCE
                 Group will be the average of their individual
                 ACRs, calculated separately for each Employee in
                 the NCE Group.

            (3)  Maximum Disparity.  In no Plan Year will the ACP
                 of the HCE Group in either the Savings Plan or
                 the ESOP exceed the greater of:

                 (A)  the ACP of the NCE Group multiplied by 1.25;
                      or

                 (B)  the lesser of the ACP of the NCE Group plus
                      2 percentage points, or the ACP of the NCE
                      Group multiplied by 2.

       (c)  Multiple Use.  The Committee will determine for each
            Plan Year whether to use the 2-point-spread-2-times
            multiplier in the ADP Test or in the ACP Test, and will
            use the 1.25-multiplier in the remaining test for that
            Plan Year; provided that in any Plan Year the Committee
            either may reclassify ADP amounts as ACP amounts for
            testing purposes only, or may use the multiple-use test
            described in Subsection (d).

       (d)  Multiple-Use Test.  The combined limit for the HCE
            Group may not exceed an amount equal to the sum of (1)
            the larger of the ADP or ACP of the NCE Group
            multiplied by the 2-point-spread-2-times multiplier,
            plus (2) the smaller of the ADP or ACP of the NCE Group
            multiplied by the 1.25 multiplier.

       (e)  Correction of Excess ADP Contributions and Excess ACP
            Contributions.  The Committee will correct any Excess
            ADP Contribution and Excess ACP Contribution, under the
            following rules.

            (1)  Correction before Excess Contributions are Made. 
                 In the event the Committee determines, before
                 Excess ADP Contributions and/or Excess ACP
                 Contributions are made, that the Plan will fail
                 to meet either the ADP Test or the ACP Test or
                 both tests for that Plan Year, then it will
                 either make the Safe Harbor Contribution
                 described in Subsection 3.2(c) or limit the
                 Before-Tax Contributions and/or Matching
                 Contributions for the HCE Group by such amount
                 and beginning as of such pay period as it
                 considers necessary to prevent failing the ADP
                 Test and/or ACP Test.

            (2)  Correction after Excess Contributions are Made. 
                 In the event the Committee determines, after the
                 Plan has already received Excess ADP
                 Contributions and/or Excess ACP Contributions,
                 that the Plan will fail to meet either the ADP
                 Test or the ACP Test or both Tests for that Plan
                 Year, then it either will make the Safe Harbor
                 Contribution described in Subsection 3.2(c) or
                 will refund the excess amounts and attributable
                 earnings as necessary to meet the ADP Test and/or
                 ACP Test.  The amount actually refunded will be
                 reduced to the extent that the amount of the
                 excess has already been reduced by the refund of
                 any Before-Tax Contributions in excess of $7,000
                 (indexed) under Section 7.1.  The Committee will
                 refund excess amounts and attributable earnings
                 to the affected HCEs no later than the end of the
                 Plan Year following the Plan Year for which the
                 excess amount was contributed, and if practicable
                 by March 15 of that Plan Year.

                 (A)  Excess ADP Contributions.  The Committee
                      will refund Excess ADP Contributions to HCEs
                      in the order of their Actual Deferral Ratios
                      (ADRs), beginning with the highest ADR and
                      continuing the refund, if necessary, until
                      all HCEs have the same ADR, and then
                      reducing those ADRs equally (the leveling
                      method).

                 (B)  Excess ACP Contributions.  The Committee
                      will forfeit nonvested Excess ACP
                      Contributions of HCEs.  The Committee will
                      refund Excess ACP Contributions to HCEs in
                      the order of their Actual Contribution
                      Ratios (ACRs), beginning with the highest
                      ACR and continuing the refunds, if
                      necessary, until all HCEs have the same ACR,
                      and then reducing those ACRs equally.

            (3)  Determination of Earnings Attributable to the 
                 Excess.  The Committee will use the Plan's normal
                 method of calculating earnings to determine the
                 amount of earnings attributable to each
                 Participant's allocation of Excess ADP
                 Contributions and/or Excess ACP Contributions.

       (f)  Family Aggregation Rules.

            (1)  Contributions Used in the ADP Test.

                 (A)  ADP Test.  For purposes of the ADP Test, the
                      Committee will aggregate the Compensation
                      and Contributions used in the ADP Test of
                      all Employees in any Family Unit as if the
                      Family Unit were a single HCE Participant
                      and the aggregate Actual Deferral Ratio
                      (ADR) of all members of the Family Unit were
                      the ADR of a single HCE Participant.

                 (B)  Correcting Excess ADP Contributions for the
                      Family Unit.  The Committee will correct any
                      Excess ADP Contributions by the following
                      method.

                      (i)  Leveling Method.  The Committee will
                           reduce the Family Unit ADR by treating
                           it as the ADR of an HCE Participant and
                           by reducing the ADR of all HCE
                           Participants, beginning with the
                           highest ADR and continuing the
                           reduction, if necessary, until all HCEs
                           have the same ADR, and then reducing
                           those ADRs equally.  The Committee will
                           then determine the dollar amount of the
                           Excess ADP Contribution.

                      (ii) Allocation of Excess.  The Committee
                           will allocate the Excess ADP
                           Contribution for the Family Unit among
                           the members in proportion to their
                           Contributions used in the ADP Test for
                           the Plan Year, i.e., by multiplying the
                           amount of the excess by the ratio of
                           each individual member's Contribution
                           used in the ADP Test to the total
                           Contributions of all members used in
                           the ADP Test.

            (2)  Contributions Used in the ACP Test.

                 (A)  ACP Test.  For purposes of the ACP Test, the
                      Committee will aggregate the Compensation
                      and Contributions used in the ACP Test of
                      all Employees in any Family Unit as if the
                      Family Unit were a single HCE Participant
                      and the aggregate Actual Contribution Ratio
                      (ACR) of all members of the Family Unit were
                      the ACR of a single HCE Participant.

                 (B)  Correcting Excess ACP Contributions.  The
                      Committee will correct any Excess ACP
                      Contributions of a Family Unit in the same
                      manner as it corrects Excess ADP
                      Contributions, described above in Subsection
                      (f)(1)(B), except that the term Actual
                      Contribution Ratio (ACR) will be substituted
                      for the term Actual Deferral Ratio (ADR)
                      each place it appears.

       (g)  Excess Annual Addition.  Any Before-Tax Contribution or
            Employer Contribution which is an Excess Annual
            Addition and which is distributed under Subsection
            7.3(b)(1) will not be included in the ADP Test or ACP
            Test, as applicable.

 7.3   Code Section 415 Limitation.  In no event will the Maximum
       Annual Addition for any Participant exceed the Code Section
       415 Limit described in this Section for any Plan Year after
       1986.

       (a)  Applicable Definitions.  For purposes of this Section,
            the following terms will have the meanings set forth
            below.

            (1)  Annual Addition.  Each Participant's Annual
                 Addition will include the sum of Before-Tax
                 Contributions and Employer Contributions
                 allocable to him for the Limitation Year,
                 including (A) Excess Dollar Deferrals that are
                 not timely refunded under Section 7.1, and (B)
                 Excess ADP Contributions and Excess ACP
                 Contributions, whether or not timely distributed
                 under Section 7.2; provided that any
                 Contributions which are distributed as Excess
                 Annual Additions under Subsection 7.3(b)(1) will
                 not be included in the Participant's Annual
                 Addition.

            (2)  Compensation.  The amount paid by the Employer to
                 the Participant and reported as taxable income on
                 his Form W-2 for the Limitation Year, which
                 amount will exclude Before-Tax Contributions and
                 Employer Contributions to this Plan.

            (3)  Controlled Group.  For purposes of this Section,
                 all controlled group members which have at least
                 50 percent common ownership, within the meaning
                 of Code Sections 414(b) and 415(h), will be
                 considered to be a single employer.

            (4)  Excess Annual Addition.  Any Before-Tax
                 Contribution and/or Employer Contribution which
                 exceeds the Participant's Maximum Annual Addition
                 for the Limitation Year.

            (5)  Limitation Year.  The Plan Year.

            (6)  Maximum Annual Addition.  For each Participant
                 during each Limitation Year, an amount which does
                 not exceed the lesser of (A) $30,000 (or 1/4 of
                 the defined benefit plan dollar limitation in
                 effect for the Limitation Year under Code Section
                 415(b)(1)(A) if greater or such other amount
                 specified under that Code Section), or (B) 25
                 percent of his Compensation.

       (b)  Treatment of Excess Annual Additions.  In the event the
            Committee determines that, as the result of a
            reasonable error in estimating a Participant's annual
            Compensation or in determining the amount of Before-Tax
            Contributions that he can make for the Plan Year under
            the $7,000 (indexed) limit described in Section 7.1, or
            under other circumstances that the Internal Revenue
            Service approves, the Annual Addition to any
            Participant's Accounts for any Plan Year would exceed
            his Maximum Annual Addition, the Committee will reduce
            his allocations to the extent necessary to equal his
            Maximum Annual Addition.  The Committee will disregard
            the removed Excess Annual Additions for purposes of the
            $7,000 (indexed) limitation described in Section 7.1
            and for purposes of the ADP Test and the ACP Test.  The
            Committee will remove Excess Annual Additions from the
            Accounts by using the following procedures:

            (1)  To the extent that any remaining excess results
                 from Before-Tax Contributions, the Committee will
                 refund it from the Participant's Before-Tax
                 Account, with a pro-rata distribution of vested
                 Matching Contributions, and/or forfeitures of
                 nonvested Matching Contributions, and a pro-rata
                 distribution of earnings.

            (2)  To the extent that any remaining excess results
                 from Matching Contributions, the Committee will
                 treat the excess as a Profit Sharing Contribution
                 and will reallocate it among other Participants
                 as a uniform percentage of their Compensation (as
                 defined in Section 1.20), up to their Maximum
                 Annual Additions.

            (4)  The Committee will hold in a separate Section 415
                 suspense account any remaining excess which
                 cannot be reallocated in the same Limitation
                 Year.  In subsequent Limitation Years, the
                 Committee will use the balance in the suspense
                 account to reduce Matching Contributions, to the
                 extent possible without exceeding the limitations
                 described in this Section.

            (5)  Upon Plan termination, any unallocated balance in
                 the suspense account will revert to the
                 Employer(s) whose Contributions caused the excess
                 allocations.

       (c)  Combined Plan Limitation.  If an Employee is a
            Participant at any time in both this Plan and any
            qualified defined benefit plan maintained by an
            Employer, and the sum of his Defined Benefit Fraction
            and his Defined Contribution Fraction exceeds 1.0, his
            benefit under the defined benefit plan will be reduced
            so that the sum of the fractions does not exceed 1.0.

            (1)  Defined Benefit Fraction.  The Participant's
                 Defined Benefit Fraction for any Plan Year is a
                 fraction, the numerator of which is his projected
                 annual benefit under the defined benefit plan
                 determined as of the close of the Plan Year and
                 the denominator of which is the lesser of:

                 (A)  1.25 multiplied by $90,000 (as adjusted) and
                      the product multiplied by the ratio of the
                      Participant's years of Employment (not
                      greater than 10) over 10; or

                 (B)  1.4 multiplied by his average Compensation
                      for the three consecutive calendar years
                      when his Compensation was highest.

            (2)  Defined Contribution Fraction.  The Participant's
                 Defined Contribution Fraction for any Plan Year
                 is a fraction, the numerator of which is the sum
                 of the Annual Additions to his Accounts for the
                 Plan Year and all prior Plan Years during his
                 Employment, and the denominator of which is the
                 sum of the lesser of the following amounts for
                 the Plan Year and all prior Plan Years during his
                 Employment:

                 (A)  1.25 multiplied by $30,000 (as adjusted); 
                      or

                 (B)  1.4 multiplied by 25 percent of his
                      Compensation for the Plan Year.

                 Alternatively, the Committee may authorize the
                 use of any method permitted by Treasury
                 Regulations from time to time to compute the
                 Defined Contribution Fraction.

       (d)  Combining of Plans.  For purposes of applying the
            limitations described in this Section, all defined
            benefit plans maintained by an Employer (whether or not
            terminated) will be treated as one defined benefit
            plan, and all defined contribution plans maintained by
            an Employer (whether or not terminated) will be treated
            as one defined contribution plan.

       (e)  Controlled Group.  For purposes of this Section, all
            controlled group members under 50 percent common
            control by or with the Company, within the meaning of
            Code Sections 414(b) and 415(h), will be considered to
            be a single Employer.

       (f)  Compliance With Code Section 415.  The intent of this
            Section is that the maximum benefit payable to each
            Participant will be exactly equal to the maximum amount
            permitted under Code Section 415.  If there is any
            discrepancy between this Section and Code Section 415,
            then Code Section 415 will prevail.

 7.4   Top-Heavy Rules.

       (a)  Definitions.  As used in this Section, the following
            words and phrases and any derivatives thereof will have
            the following meanings:

            (1)  Aggregation Group.
 
                 (A)  Required Aggregation Group.  Each of the
                      following qualified plans of the Controlled
                      Group is required to be aggregated for
                      purposes of determining top-heavy status: 
                      (i) each plan in which a Key Employee is a
                      participant, and (ii) each other plan which
                      enables any plan with Key Employee
                      participants to meet the requirements of
                      Code Section 401(a)(4) or 410.

                 (B)  Permissive Aggregation Group.  Qualified
                      plans of the Controlled Group which are
                      required to be aggregated, plus such plans
                      which are not part of the Required
                      Aggregation Group but which satisfy the
                      requirements of Code Sections 401(a)(4) and
                      410 when considered together with the
                      Required Aggregation Group.

            (2)  Cumulative Account Balances.  For purposes of
                 this Section, the Cumulative Account Balance of
                 each Participant as of any Determination Date
                 will include his:

                 (A)  Employer Contribution Account balance as of
                      the most recent Valuation Date, adjusted by
                      allocations of his proportionate share of
                      Employer Contributions actually made and
                      allocations of investment gains or losses
                      made or due to be made under Section 4.1 as
                      of the Determination Date.

                 (B)  Before-Tax Account balances as of the most
                      recent Valuation Date, adjusted by
                      allocations of investment gains or losses
                      made or due to be made under Section 4.1 as
                      of the Determination Date.

                 (C)  Distributions made to the Participant or to
                      his Spouse or beneficiary within the Plan
                      Year that includes the Determination Date
                      and the four preceding Plan Years, excluding
                      distributions rolled over to Related Plans.

                 Account balance(s) of any former Employee who has
                 not performed any service for any Employer during
                 the five-year period ending on the Determination
                 Date will not be considered.

            (3)  Determination Date.  For each Plan Year, the last
                 day of the preceding Plan Year.

            (4)  Key Employee.  Any Employee or former Employee
                 who is, or at any time during the Plan Year in
                 which occurs the Determination Date or any of the
                 four preceding Plan Years has been either:

                 (A)  One of the 10 highest-paid owners of any
                      Employer or Controlled Group member, who
                      both (i) owns more than a 1/2 percent
                      interest in value of the Employer or
                      Controlled Group Member, and (ii) earns more
                      than $30,000 Compensation as indexed under
                      Code Section 415(d).

                 (B)  A 5-percent owner of an Employer or
                      Controlled Group member.

                 (C)  A 1-percent owner of an Employer or
                      Controlled Group member having Compensation
                      of more than $150,000.

                 (D)  An officer (a high-level policy-making
                      executive) who receives more than $45,000
                      Compensation as indexed under Code Section
                      415(d), provided that the maximum number of
                      officers will be the lesser of (i) 50, or
                      (ii) the greater of 3, or 10 percent of the
                      total number of Controlled Group employees.
 
            (5)  Non-Key Employee.  Any Employee or former
                 Employee who is not a Key Employee.

            (6)  Related Plans.  Qualified plans maintained by the
                 Company or a Controlled Group employer.

       (b)  Determination of Top-Heavy Status.  The Plan will be
            top-heavy for any Plan Year if, as of the Determination
            Date:

            (1)  60 Percent Rule.  The sum of the Cumulative
                 Account Balances of Participants who are Key
                 Employees, exceeds 60 percent of the sum of the
                 Cumulative Account Balances of all Participants;
                 or

            (2)  Top-Heavy Group Rule.  The Plan is part of a
                 Required Aggregation Group in which more than 60
                 percent of the sum of (A) aggregated Cumulative
                 Account Balances, and (B) present values of
                 accrued benefits under defined benefit plans,
                 have been accumulated in favor of Key Employees;
                 provided that the Plan will not be considered a
                 top-heavy plan with respect to any Plan Year in
                 which the Plan is part of a Required or
                 Permissive Aggregation Group that is not
                 top-heavy.

       (c)  Plan Operation During Top-Heavy Status. 
            Notwithstanding any other provision of the Plan, the
            following provisions will apply to Participants for any
            Plan Year in which the Plan is top-heavy.

            (1)  Minimum Benefit or Allocation.  Each Participant
                 who is a Non-Key Employee in a top-heavy Plan
                 Year and who also participates in a defined
                 benefit plan maintained by a Controlled Group
                 employer, will receive the minimum benefit under
                 the defined benefit plan required under Code
                 Section 416(c)(1).  Each Non-Key Employee
                 Participant who does not participate in a defined
                 benefit plan, and who has not terminated
                 Employment as of the last day of the Plan Year,
                 will receive an allocation of Employer
                 Contributions in an amount not less than the
                 lesser of (A) 3 percent of his Compensation,
                 whether or not he has made any Employee
                 Contributions for the Plan Year, and regardless
                 of his level of Compensation for the Plan Year,
                 or (B) the percentage contributed for the HCE who
                 receives the greatest percentage for the Plan
                 Year.

            (3)  Effect on Aggregate Defined Benefit and Defined
                 Contribution 

                 Limits.  For the purpose of calculating the
                 denominators of the Defined Benefit Fraction and
                 Defined Contribution Fraction under Section 7.3,
                 1.0 will be substituted for l.25 each place it
                 appears; provided that such substitution will not
                 be required if:

                 (A)  the Cumulative Account Balances for Key
                      Employees does not exceed 90 percent of the
                      Cumulative Account Balances for all
                      Employees, and 

                 (B)  the minimum top-heavy benefit is provided to
                      the Participant under a defined benefit plan
                      maintained by a Controlled Group employer;

                 and provided further that such substitution will
                 be suspended for any Employee or former Employee
                 so long as he receives no allocations under this
                 Plan or any other qualified plan maintained by a
                 Controlled Group employer.

                                      ARTICLE 8
                Amendment, Termination and Merger

 8.1   Amendment.

       (a)  Procedure.  The Company will have the right to amend
            the Plan from time to time.  The Committee will
            determine that an amendment is appropriate, and will
            determine whether the amendment may significantly alter
            the Plan's contribution requirements or expense
            provisions.  The Committee or its agent will draft the
            amendment.  Each amendment must be approved by a
            majority of the Committee members then in office.  The
            Company's President, or officer designated by the
            President, will adopt each amendment by placing his
            signature thereon.  If the amendment may significantly
            alter the Plan's contribution requirements or expense
            provisions, the Board of Directors must approve it by
            resolution.  Within 30 days after the date when the
            amendment is adopted, the Committee will provide a copy
            to each Employer.

       (b)  Prohibited Amendments.  No amendment will be permitted
            which would have the effect of any of the following:

            (1)  Exclusive Benefit.  No amendment will permit any
                 part of the Trust Fund to be used for purposes
                 other than the exclusive benefit of Participants.

            (2)  Nonreversion.  No amendment will cause any
                 portion of the Trust Fund to revert to any
                 Employer, except such amount as may remain after
                 termination of the Plan and satisfaction of all
                 liabilities.

            (3)  No Cutback.  No amendment will eliminate any
                 optional form of benefit with respect to Account
                 balances accrued before the amendment.

 8.2   Termination of the Plan.

       (a)  Right to Terminate.  The Company expects this Plan to
            be continued indefinitely but necessarily reserves the
            right to terminate the Plan and all contributions at
            any time, subject to approval by the Board.  Each
            Employer reserves the right to terminate its
            participation in the Plan at any time by appropriate
            action of its board of directors.

       (b)  Full Vesting.  In the event of termination or partial
            termination, the Account balances of each affected
            Participant, to the extent funded, will become fully
            vested as of the termination date.  For purposes of
            accelerated vesting, affected Participants will include
            only those who are in active Employment as of the Plan
            termination date.  All nonvested Participants who
            terminated Employment before the Plan termination date
            will be considered to have received constructive
            cash-outs of their entire Account balances under
            Subsection 6.2(g).

       (c)  Provision for Benefits Upon Plan Termination.  In the
            event of termination, the Committee may in its
            discretion act as follows:

            (1)  Maintain the Trust.  The Committee may continue
                 the Trust for so long as it considers advisable
                 and so long as permitted by law, either through
                 the existing trust agreement(s), or through
                 successor funding media.

            (2)  Terminate the Trust.  The Committee may terminate
                 the Trust, pay all expenses, and direct the
                 payment of the benefits, either in the form of
                 lump-sum distributions, installment payments,
                 transfer to another qualified plan, or any other
                 form selected by the Committee, to the extent not
                 prohibited by law.

       (d)  Surplus Reversion.  Any assets that remain after all
            benefits under the Plan have been allocated will be
            returned to the affected Employer(s), to the extent
            permitted by applicable law.

 8.3   Plan Merger.  In the event of any merger or consolidation of
       the Plan with any other plan, or the transfer of assets or
       liabilities by the Plan to another plan, each Participant
       will be entitled to receive a benefit immediately after the
       merger, consolidation or transfer, if the Plan then
       terminated, which is equal to or greater than the benefit he
       would have been entitled to receive immediately before the
       merger, consolidation, or transfer if the Plan had then
       terminated.

                            ARTICLE 9
                         Administration

 9.1   Allocation of Fiduciary Responsibilities.  The Plan
       fiduciaries will have the powers and duties described below,
       and may delegate their duties to the extent permitted under
       ERISA Section 402.

       (a)  Company and Employers.  The Company, through its Board,
            will be responsible for amending the Plan, terminating
            the Plan, appointing Committee members, and appointing
            and removing the Trustee.  The Company and each
            Employer will be responsible for making contributions
            to the Plan in the amounts determined by the Committee
            based on the Before-Tax Contributions made by
            Participants, net profit margins, and ADP Test and ACP
            Test results.  Each Employer will promptly provide
            complete information regarding the Compensation,
            Before-Tax Contributions and Employment of each
            Participant and such other relevant information as the
            Committee may require.

       (b)  The Committee.

            (1)  Appointment and Termination of Office.  The
                 Committee will consist of not less than 1 nor
                 more than 5 individuals who will be appointed by
                 and serve at the pleasure of the Board.  The
                 Board will have the right to remove any member of
                 the Committee at any time.  A member may resign
                 at any time by written resignation to the
                 Committee and the Board.  If a vacancy in the
                 Committee should occur, the Board will appoint a
                 successor.

            (2)  Organization of Committee. The Board will appoint
                 a Chairman from among the Committee members, and
                 will appoint a Secretary who may or may not be a
                 Committee member.  The Committee may appoint
                 agents who may or may not be Committee members,
                 as it considers necessary for the effective
                 performance of its duties, and may delegate to
                 the agents ministerial powers and duties as it
                 considers expedient or appropriate.  The
                 Committee will fix the compensation of the agents
                 within the limits set by the Board.  Employee
                 Committee members will serve as such without
                 additional compensation.

            (3)  Committee Meetings.  The Committee will hold
                 meetings at least annually.  A majority of the
                 members then in office will constitute a quorum. 
                 Each action of the Committee will be taken by a
                 majority vote of all members then in office,
                 provided that the Committee may establish
                 procedures for taking written votes without a
                 meeting.

            (4)  Powers of the Committee.  The Committee will have
                 primary responsibility for administering the
                 Plan, and all powers necessary to enable it to
                 properly perform its duties, including but not
                 limited to the following powers and duties:

                 (A)  Rules.  The Committee may adopt rules and
                      regulations necessary for the performance of
                      its duties under the Plan.

                 (B)  Construction.  The Committee will have the
                      power to construe the Plan and to decide all
                      questions arising under the Plan.

                 (C)  Right to Benefits.  The Committee will have
                      discretionary authority to determine the
                      eligibility of Participants or their
                      beneficiaries to receive benefits and the
                      amount of benefits to which any Participant
                      or beneficiary may be entitled under the
                      Plan, and will enforce the claims procedure
                      described in Section 9.4.

                 (D)  Employee Data.  The Committee will request
                      from the Employer complete information
                      regarding the Compensation, Before-Tax
                      Contributions, and Employment of each
                      Eligible Employee and other facts as it
                      considers necessary from time to time, and
                      will treat Employer records as conclusive
                      with respect to such information.

                 (E)  Payments.  The Committee will direct the
                      payment of benefits from the Trust, or may
                      appoint a disbursing agent, and will specify
                      the payee, the amount and the conditions of
                      each payment.

                 (F)  Disclosure.  The Committee will prepare and
                      distribute to the Employees plan summaries,
                      notices and other information about the Plan
                      in such manner as it deems proper and in
                      compliance with applicable law.

                 (G)  Application Forms.  The Committee will
                      provide forms for use by Participants in
                      designating beneficiaries and applying for
                      benefits.

                 (H)  Agents.  The Committee will retain legal
                      counsel, accountants and such other agents
                      as it deems necessary to properly administer
                      the Plan.
                          
                 (I)  Financial Statements.  The Committee will
                      periodically prepare reports of the Plan's
                      operation, showing its assets and
                      liabilities in reasonable detail, and will
                      submit a copy of each report to the Board
                      and cause a copy to be maintained in the
                      office of the secretary of the Committee.

                 (J)  Reporting.  The Committee will cause to be
                      filed all reports required under ERISA and
                      the Code.

                 (K)  Investment Manager.  With approval of the
                      Board, the Company may appoint an investment
                      manager.

                 (L)  Accounts.  The Committee will maintain or
                      cause to be maintained individual Accounts
                      for Participants, and to allocate or cause
                      to be allocated Before-Tax Contributions,
                      Employer Contributions, and Rollover
                      Contributions to the proper Accounts.

                 (M)  General.  The Committee will perform all
                      acts reasonably necessary to administer the
                      Plan.

       (c)  The Trustee.  The Board will appoint a Trustee who will
            have the duties and responsibilities described in the
            trust agreement executed by the Company and the
            Trustee.  The trust agreement will be an integral part
            of this Plan.

 9.2   Expenses.  The Committee will determine, in its sole
       discretion, whether the expenses incurred in administering
       the Plan and Trust will be paid by the Employer(s) or by the
       Trustee from the Trust Fund, or will be charged to Accounts
       (such as recordkeeping fees for processing elections,
       allocations, withdrawals and distributions).  Plan expenses
       include but are not limited to fees and charges of
       actuaries, attorneys, accountants, consultants, investment
       managers, recordkeepers, and the Trustee.  The Trustee will
       pay from the Trust Fund all expenses directly incurred in
       connection with the investment of Plan assets.  No Employee
       will receive any additional Compensation for services
       performed in connection with the Plan.

 9.3   Indemnification.  The Employers will indemnify and hold
       harmless the Committee and each member and each person to
       whom the Plan Administrator or either Committee has
       delegated responsibility under this Article, from all joint
       or several liability for their acts and omissions and for
       the acts and omissions of their duly appointed agents in the
       administration of the Plan, except for their own breach of
       fiduciary duty and willful misconduct.

 9.4   Claims Procedure.

       (a)  Application for Benefits.  The Committee will furnish
            to each Participant, upon his retirement, information
            about the benefits to which he is entitled under the
            Plan.  The Committee may require any person claiming
            benefits under the Plan to submit a written
            application, together with such documents, evidence,
            and information as it considers necessary to process
            the claim.

       (b)  Action on Application.  Within 90 days after receipt of
            an application and all necessary documents and
            information, the Committee will furnish the claimant a
            written notice of its decision.  If the Committee
            denies the claim in whole or in part, the notice will
            set forth (1) specific reasons for the denial, with
            specific reference to Plan provisions upon which the
            denial is based; (2) a description of any additional
            information or material necessary to process the
            application with an explanation why such material or
            information is necessary; and (3) an explanation of the
            Plan's claim review procedure.

            If special circumstances require an extension of time
            for processing the claim, the Committee will furnish
            the claimant written notice of the extension before the
            end of the initial 90-day period.  In no event will the
            extension exceed a period of 90 days from the end of
            the initial period.  The notice will explain the
            circumstances requiring an extension of time and the
            date by which the Committee expects to render a
            decision.

       (c)  Claim Review.  The claimant who does not agree with the
            decision rendered on his application may request that
            the Committee review the decision.  The request must be
            made within 60 days after the claimant receives the
            decision, or if the application has neither been
            approved nor denied within the 90-day period specified
            in subsection (b), then the request must be made within
            60 days after expiration of the 90-day period.

            Each request for review must be in writing and
            addressed to the Committee.  Concurrently with filing
            the request for review, or within the 60-days request
            period, the claimant may submit in writing to the
            Committee a statement of the issues raised by his
            appeal and supporting arguments and comments.

            During the pendency of his appeal the claimant may
            inspect all documents which are reasonably pertinent to
            his case, upon reasonable notice to the Committee. 
            However, under no circumstance will any Employer be
            required to disclose to any claimant information
            concerning any person other than the Participant whose
            benefit is being claimed, to the extent such
            information is normally treated as confidential.

            Where the Committee believes that the issues raised by
            the claimant's appeal may be more efficiently or fairly
            processed by taking testimony of the claimant or
            others, it will set the matter for oral hearing and
            give the claimant reasonable notice of the time and
            place.  Whether or not an oral hearing is scheduled,
            the Committee will proceed promptly to resolve all
            issues raised by the claimant's appeal and will render
            a written decision on the merits, with a statement of
            the reasons and references to the pertinent supporting
            provisions of the Plan, within 60 days following
            receipt of the claimant's request for review.

            If special circumstances require an extension of time,
            the Committee will render a decision as soon as
            possible, but not later than 120 days after receipt of
            the request for review.  If an extension is required,
            the Committee will furnish to the claimant written
            notice of the extension, including an explanation of
            the circumstances requiring the extension, before
            commencement of the extension period.

                           ARTICLE 10
                          Miscellaneous

10.1   Headings.  The headings and subheadings in this Plan have
       been inserted for convenient reference, and in the event a
       heading or subheading conflicts with the text, the text will
       govern.

10.2   Construction.  The Plan will be construed in accordance with
       the laws of the State of Alabama, except to the extent such
       laws are preempted by ERISA and the Code.

10.3   Qualification for Continued Tax-Exempt Status. 
       Notwithstanding any other provision of the Plan, the
       amendment and restatement of the Plan is adopted on the
       condition that it will be approved by the Internal Revenue
       Service as meeting the requirements of the Code and ERISA
       for tax-exempt status, and in the event continued
       qualification is denied and cannot be obtained by revisions
       satisfactory to the Committee, this amendment and
       restatement will be null and void.

10.4   Nonalienation. No benefits payable under the Plan will be
       subject to the claim or legal process of any creditor of any
       Participant or beneficiary, and no Participant or
       beneficiary will alienate, transfer, anticipate or assign
       any benefits under the Plan, except that payments will be
       made pursuant to (a) qualified domestic relations orders
       issued in accordance with Code Section 414(p), (b) judgments
       resulting from federal tax assessments, and (c) as otherwise
       required by law.

10.5   No Employment Rights.  Participation in the Plan will not
       give any Employee the right to be retained in the employ of
       any Employer, or upon termination any right or interest in
       the Plan except as provided in the Plan.

10.6   No Enlargement of Rights.  No person will have any right to
       or interest in any portion of the Plan except as
       specifically provided in the Plan.

10.7   Withholding for Taxes.  Payments under the Plan will be
       subject to withholding for payroll taxes as required by law. 
       Beginning in 1993, each Employer will withhold 20 percent
       federal income tax from each lump sum payment which is not
       rolled over directly into another qualified retirement plan
       or individual retirement account under Subsection 6.2(f).

    IN WITNESS WHEREOF, The Colonial Company has caused this
amendment and restatement of The Colonial 401(k) and Profit Sharing
Plan to be executed by its duly authorized officer this _________
day of December, 1994, to be effective as of January 1, 1991.

                                     THE COLONIAL COMPANY

                                    By:____________________________

                                 Title:____________________________

ATTEST:

___________________________                  
Secretary

Corporate Seal

                               Ex-5.

                 Miller, Hamilton, Snider & Odom
                        Attorneys at Law
                            Suite 802
                       One Commerce Street
                    Montgomery, Alabama 36104
                          334-834-5550

                         September 27, 1995

                                                 Montgomery Office

The Colonial BancGroup, Inc.
Post Office Box 1108
Montgomery, Alabama 36101

     Re:  Registration Statement on Form S-8 relating to The      
          Colonial 401(k) and Profit Sharing Plan

Gentlemen:

     We are familiar with the proceedings taken and proposed to be
taken by The Colonial BancGroup, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance by the Company
of up to 500,000 shares of its Common Stock, par value $2.50 per 
share, from authorized but unissued shares pursuant to the Company's
401(k) and Profit Sharing Plan.   We have also acted as counsel for
the Company in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, of the registration statement on Form S-8
referred to in the caption above.  In this connection we have
reviewed such documents and matters of law as we have deemed
relevant and necessary as a basis for the opinions expressed
herein.

     Upon the basis of the foregoing, we are of the opinion that:

     (i)  The Company is a corporation duly organized and existing
under the laws of the State of Delaware;

     (ii)  The shares of Common Stock of the Company referred to
above, to the extent actually issued pursuant to the Plan from the
Company's authorized but unissued shares of Common Stock, will be
duly and validly authorized and issued and will be fully paid and
nonassessable shares of Common Stock of the Company; and

     (iii)  Under the laws of the State of Delaware, no personal
liability attaches to the ownership of the shares of Common Stock
of the Company.

     We hereby consent to the filing of this opinion as an exhibit
to the above-referenced registration statement.  In consenting to
the inclusion of our opinion in the registration statement we do
not thereby admit that we are a person whose consent is required
pursuant to Section 7 of the Securities Act of 1933, as amended.

                               Sincerely,

                               MILLER, HAMILTON, SNIDER & ODOM, L.L.C.

                               By:___________________________
                                  Michael D. Waters

                            Ex-23.(A)

               CONSENTS OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this
registration statement on Form S-8 of our report dated 
February 24, 1995, on our audits of the restated consolidated 
financial statements of The Colonial BancGroup, Inc. and 
subsidiaries as of December 31, 1994 and 1993 and for each 
of the three years ended December 31, 1994.

                              /s/ Coopers & Lybrand L.L.P.

                                  Montgomery, Alabama
                                  September 26, 1995

     We consent to the incorporation by reference in the registration
statement of The Colonial BancGroup, Inc. (Colonial), on Form S-8 of our
report dated April 25, 1995, on our audits of the financial statements
of The Colonial 401(k) and Profit Sharing Plan (previously presented as
The Colonial Company Profit Sharing Plan) as of December 31, 1994 and
1995 and for each of the three years in the period ended December 31, 1994,
which report is included in Colonial's Form 11-K.

                                   /s/ Coopers & Lybrand L.L.P.
Montgomery, Alabama
September 26, 1995

                             Ex-24.(B)

                       CONSENT OF COUNSEL

To:  The Colonial BancGroup, Inc.

     We hereby consent to the use in this registration statement of
The Colonial BancGroup, Inc., on Form S-8 of our name in item 5.

                          _____________________________________________
                          MILLER, HAMILTON, SNIDER & ODOM, L.L.C.

September 27, 1995

                              Ex-24

     Power of attorney, filed as Exhibit 25 to the Registrant's 
Annual Report on Form 10-K for the fiscal year ending December 31, 
1994, is incorporated herein by reference.